4DS MEMORY LIMITED — Interim / Quarterly Report 2014

Mar 13, 2014

FITZROY RESOURCES LTD. ACN 145 590 110 INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2013

CORPORATE DIRECTORY

Registered and Corporate Office Level 1, Suite 1 35-37 Havelock Street West Perth WA 6005 Telephone: (+61 8) 9481 7111 Facsimile: (+61 8) 9320 7501 Internet: www.fitzroyresources.com.au

Share Registry

Link Market Services Limited Ground Floor 178 St Georges Terrace Perth WA 6000 Telephone: 1 300 554 474

Securities Exchange listing Australian Securities Exchange Limited ASX Code: FRY

Solicitors to the Company

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

Auditor

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

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FITZROY RESOURCES LTD.

ACN 145 590 110

Contents Page
DIRECTORS’ REPORT.................................................................................................................................. - 4 -
AUDITOR’S INDEPENDENCE DECLARATION.................................................................................. - 6 -
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME...................................................................................................................... - 7 -
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION.......................... - 8 -
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.......................... - 9 -
CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS......................................... - 10 -
DIRECTORS’ DECLARATION................................................................................................................. - 18 -
INDEPENDENT AUDITOR’S REVIEW REPORT............................................................................ - 19 -

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FITZROY RESOURCES LTD.

ACN145 590 110

DIRECTORS’ REPORT

Your directors present the financial report of Fitzroy Resources Ltd. And controlled entities (the “Group”) for the half year ended 31 December 2013.

DIRECTORS

The names of the directors who held office during or since the end of the half year are: Mr Tom Henderson – Chairman

Mr Will Dix – Managing Director Mr Riccardo Vittino – Director

Mr Russell Lynton-Brown - Director

COMPANY SECRETARY

Mr Simon Robertson

REVIEW AND RESULTS OF OPERATIONS

The net loss of the consolidated entity after income tax for the half year ended 31 December 2013 amounted to a loss of $358,258 (2012: $265,955).

REVIEW OF ACTIVITIES

At the commencement of the 2014 financial year, the Board of Fitzroy Resources were in the process of evaluating future opportunities for the company.

On 14 August 2013, Fitzroy announced it had entered into an option agreement pursuant to which Fitzroy has been granted an option to acquire 100% of Premier Coking Coal Limited (“Premier”) and its subsidiary, Premier Coking Coal LLC, a US based coal exploration and development company. Premier held the option over the Emmaus property in West Virginia.

Fitzroy had identified the transaction as an opportunity to reposition Fitzroy as a coking coal developer in a region rich with infrastructure and mining services. The Emmaus property is a strategically important asset for Fitzroy due to its land area, high quality mid volatile coking coal and the existing refuse dump and rail load out permits.

Due diligence drilling commenced during the December Quarter. On 6 December 2013, Fitzroy announced the results of our successful drilling program, including the identification of a new coal seam at depth. Fitzroy complimented the due diligence program with an independent technical report (announced 10 December 2013) that described the property, its potential and an exploration tonnage and quality target.

As due diligence proceeded, Fitzroy and Premier re-negotiated the Emmaus transaction with the Emmaus Partners (announced 12 November 2013) and added a new, permitted property ,Blackstone, to the Premier transaction. The Blackstone property is an important part of Fitzroy’s future due to its outcropping seams, mining permit and relatively low start-up costs. During 2014, Fitzroy intends to conduct drilling on the property and conduct the necessary studies needed to commence operations.

At Rookwood, two geochemical sampling programs were completed during the period. These programs followed up on areas of heightened geophysical anomalism coupled with prospective geology. No new areas of anomalism for immediate drilling have been highlighted however the multi-element geochemistry will be used to plan future exploration programs.

SUBSEQUENT EVENTS

On 23 December 2013, Fitzroy announced a Non-Renounceable Rights Issue and Placement to raise A$1.279million offered on the basis of two new Shares for every five Shares held each at an issue price of $0.035. The offer closed during January 2014 with an acceptance level of 56.3% where there were applications for 16,547,294 Shares for a total of $579,155 received from shareholders. The shortfall of 12,852,701 Shares for $449,845 was placed with the underwriters with the receipt of these funds during February 2014.

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FITZROY RESOURCES LTD.

ACN145 590 110

On 24 February 2014 the Company announced that results from the Emmaus drilling confirmed high quality, mid-volatile hard coking coal at Emmaus with the results being consistent with historic drilling. On 26 February 2014 it was announced that there were two further deep drill holes completed at Emmaus with significant intersections in Beckley and Fire Creek seams.

On 14 March 2014 the Company, through its wholly owned subsidiary, Premier Coal LLC, exercised its options and completed the acqusition of the Emmaus and Blackstone properties. The Company paid US250,000 and issued 10,000,000 fully paid oridinary shares to complete the transaction.

There have been no matters or circumstances that have arisen since 31 December 2013 that have significantly affected or may significantly affect:

• the Consolidated Entity’s operations in future years; or

• the results of those operations in future years; or

• the Consolidated Entity’s state of affairs in future years.

AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s Independence Declaration to the directors of the consolidated entity on page 6 forms part of the Directors’ report for the half year ended 31 December 2013.

This report is signed in accordance with a resolution of the Board of Directors.

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T Henderson Chairman 14 March 2014 Perth, Western Australia.

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AUDITOR’S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF FITZROY RESOURCES LIMITED

In relation to our review of the financial report of Fitzroy Resources Limited for the half year ended 31 December 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

SIMON FERMANIS PARTNER

14 MARCH 2014 WEST PERTH, WESTERN AUSTRALIA

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FITZROY RESOURCES LTD. ACN145 590 110

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2013

Revenues from continuing activities Administrative services Depreciation expense Employee expenses Exploration expenses Impairments of capitalised exploration Loss before income tax expense Income tax expense Total comprehensive loss and loss attributable to members of parent entity Fitzroy Resources Limited Basic and diluted loss per share (cents)	Half year ended 31 December 2013 Half year ended 31 December 2012 $ $ 51,038 41,891 (111,384) (118,372) (3,355) (4,768) (46,555) (159,109) (99,985) (25,597) (148,017) -
	(358,258) (265,955) - -
	(358,258) (265,955)
	(0.74) (0.63)

The accompanying condensed notes form part of these financial statements.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013

Notes CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Exploration and asset acquisition expenditure 7 TOTAL NON-CURRENT ASSSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Other current liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 5 Reserves Foreign Exchange Reserve Accumulated losses TOTAL EQUITY	31 December 2013 30 June 2013 $ $ 434,170 1,924,913 51,836 7,379 - 2,553
	486,006 1,934,845
	18,831 22,186 4,113,263 1,744,182
	4,132,094 1,766,368
	4,618,100 3,701,213
	131,578 56,517 2,692 - 225,403 -
	359,673 56,517
	359,673 56,517
	4,258,427 3,644,696
	7,689,437 6,729,437 411,236 403,800 4,553 - (3,846,799) (3,488,541)
	4,258,427 3,644,696

The accompanying condensed notes form part of these financial statements.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2013

		Accumulated		Foreign Exchange
	Share Capital	Losses	Reserves	Reserve	Total
	$	$	$	$	$
Balance as at 1 July 2013	6,729,437	(3,488,541)	403,800	-	3,644,696
Gain/(Loss) for the period	-	(358,258)	-	4,553	(353,705)
Transactions with owners in their capacity as
owners:
Issue of shares, net of share issue costs	960,000	-	-	-	960,000
Employee Share Scheme	-	-	7,436	-	7,436
Balance as at 31 December 2013	7,689,437	(3,846,799)	411,236	4,553	4,258,427

		Accumulated		Foreign Exchange
	Share Capital	Losses	Reserves	Reserve	Total
	$	$	$	$	$
Balance as at 1 July 2012	6,457,387	(2,928,447)	403,800	-	3,932,740
Loss for the period	-	(265,955)	-	-	(265,955)
Transactions with owners in their capacity as
owners:
Issue of shares, net of share issue costs	272,050	-	-	-	272,050
Balance as at 31 December 2012	6,729,437	(3,194,402)	403,800	-	3,938,835

The accompanying condensed notes form part of these financial statements.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments for exploration and evaluation expenditure Payments to suppliers and employees Net cash used for operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for acquisition of exploration Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Cost of capital raising Net cash provided by financing activities Net decrease in cash and cash equivalents held Cash and cash equivalents at 1 July Cash and cash equivalents at 31 December	Half year ended 31 December 2013 Half year ended 31 December 2012 $ $ 17,256 38,144 (80,469) (29,484) (131,113) (309,510)
	(194,326) (300,850)
	(1,296,417) -
	(1,296,417) -
	- 300,000 - (27,269)
	- 272,731
	(1,490,743) (28,119) 1,924,913 2,071,916
	434,170 2,043,797

The accompanying condensed notes form part of these financial statements.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 1: REPORTING ENTITY

The financial report of Fitzroy Resources Ltd. and it’s controlled entities (the “Group” or “Consolidated Entity”) for the half year ended 31 December 2013 was authorised for issue in accordance with a resolution of the directors on 14 March 2014.

Fitzroy Resources Ltd. (the “Group”) is a listed public company, trading on the Australia Securities Exchange, limited by shares, incorporated and domiciled in Australia. The Group’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 commericalisation of mineral deposits.

NOTE 2: BASIS OF PREPARATION

Statement of Compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’. The halfyear report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report.

Basis of preparation

The condensed financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Group’s 2013 annual financial report for the financial year ended 30 June 2013, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

Adoption of new or revised accounting standards and interpretations

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current half-year. The Group has not early adopted any accounting Standards or Interpretations, and has not determind the effect of these if any on the financial reporting of the group.

The adoption of all the new and revised Standards and Interpretations has not resulted in any changes to the Group’s accounting policies and has no effect on the amounts reported for the current or prior half years.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 2: BASIS OF PREPARATION (CONTINUED)

Use of Estimates and Judgements

The preparation of the half year financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Going Concern

The half year financial statements have been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. The Company incurred a loss of $358,258 (2012: $265,955) for the period ended 31 December 2013.

The ability of the Company to continue to pay its debts as and when they fall due is dependent upon the Company successfully raising additional share capital and ultimately developing one of its mineral properties.

The Directors believe it is appropriate to prepare these accounts on a going concern basis because:

• The Directors have an appropriate plan to raise additional funds as and when it is required. In light of the Group’s current exploration projects, the Directors believe that any additional capital required can be raised in the market; and

• The Directors have an appropriate plan to contain certain operating and exploration expenditure if appropriate funding is unavailable.

The accounts have been prepared on the basis that the Company can meet its commitments as and when they fall due and can therefore continue normal business activities, and the realisation of assets and liabilities in the ordinary course of business.

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ACN 145 590 110

FITZROY RESOURCES LTD.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 3: SEGMENT INFORMATION

The Company has identified its operating segments based on internal reports that are reviewed by the Board and management. The Company operating in one business segment during the year, being mineral exploration and in three geographical areas, being Australia, New Zealand and United States of America (“USA”).

2013	USA	NZ	Australia	Other	Total
	$		$		$
Segment Revenue	-	-	51,038	-	51,038
Profit/(Loss) after income tax	(735,932)	-	(349,018)	726,692	(358,258)
Segment total assets	892,163	451,737	4,376,052	(1,101,851)	4,618,100
Segment total liabilities	1,624,109	225,403	112,938	(1,602,777)	359,673
2012	USA	NZ	Australia	Other	Total
	$		$		$
Segment Revenue	-	-	41,891	-	41,891
Profit/(Loss) after income tax	-	-	(265,955)	-	(265,955)
Segment total assets	-	-	3,701,213	-	3,701,213
Segment total liabilities	-	-	56,517	-	56,517

NOTE 4: CONTINGENT LIABILITIES

The Directors are not aware of any contingent liabilities.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 5: ISSUED CAPITAL

Ordinary fully paid Shares (a) Movements in ordinary share capital Balance 1 July Issued during the period:  Issued at 5 cents  Employee performance shares  Advisor Shares issues at 4 cents  Acquisition of Premier Coking Coal shares issued at 4 cents Transaction costs Balance 31 December (b) Movements in options Balance 1 July Expired 6 December 2013 Balance 31 December (c) Movements in performance securities Balance 1 July Issued during the period:  Acquisition of Premier Coking (a) Balance 31 December	31 December 2013 $ 30 June 2013 $ 7,689,437 6,729,437 31 December 2013 30 June 2013 Number of shares $ Number of shares $ 47,000,005 6,729,437 41,000,005 6,457,387 - - 6,000,000 300,000 2,500,000 - - - 4,000,000 160,000 - - 20,000,000 800,000 - - - - - (27,950) 73,500,005 7,689,437 47,000,005 6,729,437 Number of options $ Number of options $ 11,000,000 403,800 11,000,000 403,800 (5,000,000) - - - 6,000,000 403,800 11,000,000 403,800 Number of shares $ Number of shares $ - - - - 20,000,000 - - - 20,000,000 - - -	31 December 2013 $ 30 June 2013 $ 7,689,437 6,729,437

(a) see note 7 for details

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 6: SHARE-BASED PAYMENTS

The Company provides benefits to employees, including directors of the Company in the form of sharebased payment transactions, whereby options to acquire ordinary shares are issued as an incentive to improve employee and shareholder goal congruence. There were no options issued during the period.

The Company established an employee Share Plan to assist eligible employees, who in the Board’s opinion are dedicated and will provide ongoing commitment and effort to the Company. Eligible employees are fulltime or permanent part-time employees of the Company or its subsidiaries (which includes Directors). The Company intends to loan funds to certain eligible employees in order to purchase Shares under the Share Plan. The Board will determine on a case by case basis whether an employee is eligible for a loan and will determine the loan terms and conditions.

	Number of	$	Number of	$
	shares		shares
Balance 1 July	-	-	-	-
Issued during the period:	2,500,000	7,436	-	-
Balance 31 December	2,500,000	7,436	-	-

NOTE 7: EXPLORATION & ASSET ACQUISITION EXPENDITURE

Asset Acquisition

On the 14 August 2013, Fitzroy announced that it had signed an option agreement to acquire 100% of Premier Coking Coal Limited and its subsidiary, Premier Coking Coal LLC (“Premier Coking Coal”). The shareholders approved the acquisition of Premier Coking Coal on 16 December 2013 a New Zealand company, whose wholly owned subsidiary is a US registered and based coal exploration and development company. On 20 December 2013 the Company exercised and completed the option to acquire Premier Coking Coal. The terms of the agreement were as follows:

Acquisition of Company

In exchange for the Company acquiring 100% of the issued share capital in Premier Coking Coal, the Company issued by way of consideration, the following to the owners of Premier Coking Coal Ltd:

• 20 million ordinary shares

• 20 million performance shares (The Directors have determined that based on the performance criteria the performance shares have nil probability of being converted to ordinary shares in the Company. Accordingly no value has been assigned to them).

Acquisition of Tenements

As part of the acquisition by the Company of Premier Coking Coal, the Company has provided consideration for the acquisition of the tenements as follows:

• Cash consideration for the acquisition of the Emmaus and Blackstone Tenements totaling $873,436 which has been paid as at 31 December 2013;

• USD250,000 which was paid on 14 March 2014; and

• The Issue of 10,000,000 ordinary shares to the vendors of these tenements when the transaction becomes unconditional, which occurred on 14 March 2014.

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 7: EXPLORATION & ASSET ACQUISITION EXPENDITURE (CONTINUED)

The fair value of assets and liabilities recognised as a result of the acquisition are as follows:

Consideration Paid Acquisiton of Premier Coking Coal and controlled entities (20,000,000 shares at $0.04 a share) Costs associated with acquisition of the company Costs associated with acquisition of the tenements Total acquisition costs Identifable assets and liabilities acquired Cash and cash equivalents Receivables Trade and other payables Borrowings Exploration expenditures Total Fair Value	$ 800,000 342,734 873,436
	2,016,170
	$ 458,602 11,862 (19,296) (225,403) 1,790,405
	2,016,170

The values of the identifiable assets and liabilities acquired are provisional at 31 December 2013 as the fair value has yet to be finalised given the acquisition occurred on the 23 December 2013.

Reconciliation of Exploration and Evaluation Expenditure Australian Opening balance Impairment Closing balance USA Opening balance Acquisition Costs Exploration Expenditure Closing balance Total exploration expenditure	31 December 2013 $ 30 June 2013 $ 1,744,182 1,892,199 (148,017) (148,017)
	1,596,165 1,744,182-
	- - 1,790,405 - 726,693 -
	2,517,098 -
	4,113,263 1,744,182

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FITZROY RESOURCES LTD.

ACN 145 590 110

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 8: SUBSEQUENT EVENTS

On 23 December 2013, Fitzroy announced a Non-Renounceable Rights Issue and Placement to raise A$1.279million offered on the basis of two new Shares for every five Shares held each at an issue price of $0.035. The offer closed during January 2014 with an acceptance level of 56.3% where there were applications for 16,547,294 Shares for a total of $579,155 received from shareholders. The shortfall of 12,852,701 Shares for $449,845 was placed with the underwriters with the receipt of these funds during February 2014.

On 24 February 2014 the Company announced that results from the Emmaus drilling confirmed high quality, mid-volatile hard coking coal at Emmaus with the results being consistent with historic drilling. On 26 February 2014 it was announced that there were two further deep drill holes completed at Emmaus with significant intersections in Beckley and Fire Creek seams.

On 14 March 2014 the Company, through its wholly owned subsidiary, Premier Coal LLC, exercised its options and completed the acqusition of the Emmaus and Blackstone properties. The Company paid US250,000 and issued 10,000,000 fully paid oridinary shares to complete the transaction.

Other than the above there has been no matters or circumstances that have arisen since 31 December 2013 that have significantly affected or may significantly affect:

• the Consolidated Entity’s operations in future years; or

• the results of those operations in future years; or

• the Consolidated Entity’s state of affairs in future years

NOTE 9: DIVIDENDS

There are no dividends paid or declared during the period.

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FITZROY RESOURCES LTD.

ABN43 145 590 110

DIRECTORS’ DECLARATION

The directors of the company declare that:

1. The financial statements and notes, as set out on pages 7 to 17 are in accordance with the Corporations Act 2001 and:

2. a. comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001; and

3. b. give a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance for the period ended on that date.

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

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T Henderson Non-executive Chairman 14 March 2014 Perth, Western Australia.

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INDEPENDENT AUDITOR’S REVIEW REPORT

TO THE MEMBERS OF

FITZROY RESOURCES LTD

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Fitzroy Resources Ltd (the company) and controlled entities (consolidated entity) which comprises the condensed consolidated statement of financial position as at 31 December 2013, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at 31 December 2013 or during the half year.

Director’s Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine is necessary to enable the preparation of the halfyear financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standards on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Regulations 2001. As the auditor of the company and controlled entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. In accordance with the Corporations Act 2001, we have given the directors of the company a written Auditor’s Independence Declaration.

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Fitzroy Resources Ltd and controlled entities is not in accordance with the Corporations Act 2001 including:

• (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Emphasis of Matter

Without qualifying our conclusion, we draw attention to Note 2 in the financial report which indicates that the consolidated entity incurred a net loss of $(358,258) during the half year ended 31 December 2013 (31 December 2012: $(265,955)) and had negative operating cash flow of $(194,326) (31 December 2012: $(300,850)). These conditions, along with other matters as set forth in Note 2, indicates the existence of a material uncertainty which may cast doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report.

PKF MACK & CO

SIMON FERMANIS PARTNER

14 March 2014 West Perth, Western Australia

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