ALCHEMY RESOURCES LIMITED - Annual Report 2013

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ABN 17 124 444 122

ANNUAL REPORT

For the year ended 30 June 2013

Corporate Directory

Directors

Oscar Aamodt Non-Executive Chairman Sofia Bianchi Non-Executive Director Lindsay Dudfield Non-Executive Director Anthony Ho Non-Executive Director

Company Secretary

Bernard Crawford

Registered & Principal Office

Level 2, 72 Kings Park Road West Perth WA 6005 Telephone: (08) 9481 4400 Facsimile: (08) 9481 4404 Email: [email protected] Website: www.alchemyresources.com.au

Auditors

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Bankers

National Australia Bank 226 Main Street Osborne Park WA 6017

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

Securities Exchange Listing

The Company is listed on the Australian Securities Exchange Ltd (“ASX”) Home Exchange: Perth, Western Australia

ASX Code: ALY

Alchemy Resources Limited Annual Report 2013

CHAIRMAN’S LETTER .................................................................................................................. 2 KEY INVESTMENT HIGHLIGHTS ................................................................................................... 4 REVIEW OF ACTIVITIES ............................................................................................................... 5 DIRECTORS’ REPORT ................................................................................................................. 15 AUDITOR’S INDEPENDENCE STATEMENT .................................................................................. 25 CORPORATE GOVERNANCE STATEMENT ................................................................................... 26 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ......... 33 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .............................................................. 34 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................... 35 CONSOLIDATED STATEMENT OF CASH FLOWS .......................................................................... 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .......................................................... 37 DIRECTORS’ DECLARATION ....................................................................................................... 72 INDEPENDENT AUDITOR’S REPORT ........................................................................................... 73 ADDITIONAL SHAREHOLDER INFORMATION ............................................................................. 75 TENEMENT SCHEDULE .............................................................................................................. 77

Alchemy Resources Limited Annual Report 2013

Chairman’s Letter

Dear Shareholders

On behalf of the Board of Directors, I am pleased to present the Annual Report of your company for 2012/2013.

BRYAH BASIN PROJECT EXPLORATION FOCUS AND ACTIVITIES

Copper-Gold

The exploration team completed the generation of quality data sets over the Company’s Bryah Basin Project using innovative geophysical and geochemical methods of exploration that has resulted in multiple prospective target areas that will sustain and justify long term exploration over this landholding. This more targeted approach to our exploration activities lead to better and numerous targets being defined and commencement of focused drilling activities.

The initial targeted drilling focused on the strong bedrock conductors defined from EM surveys. At Bullgullan Bore (DVT-07) a broad zone of disseminated sedimentary rocks was intersected with multielement anomalism. However this was not encouraging enough to warrant further activity on this target at this stage.

Other bedrock conductors and widespread multi-element base metal and pathfinder anomalous horizons remain untested in this area due to difficult drilling conditions, and further geological interpretation work will be undertaken before any additional drilling is attempted in these target areas.

Encouragingly, two additional strike extensive targets have been delineated at Magnus that are directly along strike to the multi element anomaly recently reported by Sandfire Resources at their North Robinson Range prospect. Targeted shallow drill testing to test areas with potential for secondary oxide copper-gold mineralisation is the next phase of activity and this drilling has recently commenced.

Gold

The Bryah Basin also includes the Hermes and Wilgeena gold deposits and the Central Bore Gold Prospect which still represents a significant underexplored area prospective for gold mineralisation and will continue to be the main focus of the gold exploration activities.

An updated JORC Indicated Resource now totals 4.7Mt at 2.0g/t gold (equivalent to 300,060 oz gold) at the Hermes and Wilgeena gold deposits, with potential for growth through depth and strike extension of existing resources at both deposits.

Multiple ‘gold-only’ target areas have been identified across the project through application of advanced geological understanding of key controls on mineralisation and these represent an opportunity for growth for the Company.

Corporate

Following a review of the Company’s ongoing expenditures commitments a number of strategies have been implemented to conserve cash and with a reduction of tenement holding costs, ongoing attention to detailed budgeting, reduced overhead expenditure the Company will be able to complete the immediate drilling focus on the strike-extensive target zones at Magnus.

Alchemy Resources Limited Annual Report 2013

Chairman’s Letter

The immediate future thereafter will depend largely on the results of our activities and the capacity to raise further capital from the market and our shareholders, as and when this is deemed appropriate.

The Board sincerely appreciates the commitment and focused efforts of the Alchemy team during the year.

We also thank the shareholders for their ongoing support during a very challenging year for all shareholders generally.

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Oscar Aamodt Chairman

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Alchemy Resources Limited Annual Report 2013

Review of Activities

Key Investment Highlights

Focussed strategy towards unlocking base metal and gold potential across uniquely positioned Bryah Basin Project
Innovative geochemical and geophysical exploration techniques results in significant advances in vectoring towards volcanic massive sulphide (VMS) mineralising systems within the prospective Narracoota sequence (host to the high-grade DeGrussa copper-gold deposit)
Multiple geophysical and geochemical copper-gold targets remain untested along +45km long VMS prospective corridor
Strike-extensive ‘drill ready’ copper-gold targets along strike from Sandfires’ North Robinson Range multi-element anomaly
Updated JORC Resource now totals 4.7Mt at 2.0g/t gold (equivalent to 300,060 oz gold) at Hermes and Wilgeena gold deposits close to existing mines and infrastructure
Potential for growth through depth and strike extent of existing resources at Hermes and Wilgeena and at the Central Bore gold prospect, which has had additional encouraging drill results
Multiple ‘gold-only’ targets identified across project through application of advanced geological understanding of key controls on mineralisation
Experienced and proven Board and management team in place to enable judicious use of funds towards future exploration success

Alchemy Resources Limited Annual Report 2013

Review of Activities

Alchemy Resources Limited’s vision is to be a successful minerals explorer and subsequently a profitable producer of metals with a portfolio of quality assets with opportunity for further exploration growth.

Alchemy’s strategy for the next twelve months is to:

create value for shareholders through focused, innovative exploration for copper-gold deposits along the +45 km long prospective corridor within the its flagship Bryah Basin Project
unlock the broader potential of the Project region for additional ‘gold-only’ deposits through systematic exploration and targeted drilling campaigns
grow mineral resources principally through targeted extensional drilling at Hermes and Central Bore, and
expand the Company’s position through strategic acquisition and exploration of quality advanced project opportunities.

BRYAH BASIN PROJECT

(100% or 80% Alchemy Resources Ltd)

Alchemy’s Bryah Basin Project, located 130km NE of Meekatharra, Western Australia, is uniquely located along strike and west of Sandfire Resources’ high-grade DeGrussa copper-gold deposit and southeast of Horseshoe Metals’ Horseshoe Lights copper-gold project, and adjacent to Peak Hill where about 1Moz of gold has been mined from several deposits.

Alchemy is undertaking disciplined, systematic exploration for base and precious metals mineralisation across the Bryah Basin Project. Over the past 12 months our copper-gold exploration focus has continued to advance through:

systematic detailed geological mapping and geochemical sampling of prospective Narracoota stratigraphy;
detailed ground electromagnetic (EM) surveys of priority areas across the expanded project area; and
delineation and targeted aircore and reverse circulation (RC) drill testing of priority geophysical and geochemical anomalies.

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Alchemy Resources Limited Annual Report 2013

Review of Activities

The Bryah Basin Project includes the Hermes and Wilgeena Gold Deposits and the Central Bore Gold Prospect, and the landholding represents a significant under-explored area with multiple targets delineated for ‘gold-only’ mineralisation.

Encouraging results from drilling programs at the Hermes and Wilgeena gold deposits, as well as the completion of a comprehensive review and validation of all exploration data, led to the re-estimation of gold resources at these deposits in late 2012. In addition, targeted extensional drilling was undertaken at the Central Bore gold prospect where mineralisation remains open at depth.

Exploration to date supports the view that the Bryah Basin Project is highly prospective for the discovery of copper-gold and ‘gold-only’ mineralised systems and provides a strong platform that will sustain and justify long term systematic exploration efforts at the Project.

Geological, geophysical and geochemical investigations

Systematic field mapping and multi-element surface, rock-chip and end-of-hole sampling was completed over priority areas of the Bryah Basin Project. Field mapping over the west and central Magnus areas identified the prospective Narracoota volcano-sedimentary sequence, host to the DeGrussa copper-gold deposit. In the northwest Bryah Basin Project, field mapping over the Fiddler, Bullgullan Bore and Reefer Well areas has identified the upper part of the Narracoota sequence, which is the host stratigraphy of the Horseshoe Lights copper-gold mine.

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Alchemy Resources Limited Annual Report 2013

Review of Activities

Following a comprehensive review and interpretation of all data that resulted in delineation of over 70 targets across the Bryah Basin Project, follow-up ground EM surveys were undertaken on 15 anomalies. Nine distinct bedrock conductors were defined from the EM surveys using a mix of moving-loop (MLEM) and fixed-loop (FLEM) configurations, with processing and interpretation by respected consulting group Southern Geoscience Consultants.

Comprehensive regional soil, rock-chip and end-of-hole geochemical sampling across the Bryah Basin area indicates widespread multi-element anomalism, particularly in the west and central parts of the Magnus area. Rock-chip sampling of ferruginous and manganiferous horizons and veining within the upper Narracoota sequence in the Fiddler and Bullgullan Bore areas returned areas with coherent multi-element anomalism that had not been tested by drilling.

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Figure 1. Bryah Basin Project – copper-gold prospective stratigraphy and gold resource areas.

Targeted Aircore and RC drilling

During the year, initial aircore and RC drilling programs were undertaken to test selected geophysical and geochemical targets within the prospective Narracoota sequence. A WA Governments’ EIS grant off-set part of the cost of the targeted drilling program. Award of the competitive grant validates Alchemy’s innovative and systematic approach to conducting its exploration at the Bryah Basin Project.

Two distinct conductors defined from ground EM surveys at Bullgullan Bore (DVT-07) and Magnus (MT36) were selected for initial RC drill testing based on their geophysical character and coincidence with either surface geochemistry anomalies or association with bleached, sulphur-bearing rocks at the surface, and their interpreted geological position within the prospective Narracoota sequence. Drilling of a very strong bedrock conductor (DVT-07) intersected a broad zone of disseminated sulphides in sedimentary rocks cut by a dolerite intrusion. Drill spoil from this zone returned multi-element anomalism (zincmolybdenum±arsenic-antimony-cadmium-silver-uranium-vanadium), with one-metre sample assays of up

Alchemy Resources Limited Annual Report 2013

Review of Activities

to 0.15% zinc within anomalous zones with widths of up to 10 metres. The broad zinc-anomalous intervals may represent the distal, weakly mineralised part of a regional base metal target. Further interpretation of the results is required prior to further exploration.

Drill testing of bedrock conductor MT-36 was unsuccessful. Difficult ground conditions prevented drilling to the target depth and in-hole collapse prevented lining the hole with PVC casing. As a result, down-hole EM could not be completed and the target remains untested.

An initial 100-hole aircore drilling program tested four areas with surface geochemical and/or geophysical anomalies. Widespread, anomalous base metal, gold and pathfinder assay results were returned from two areas – Neptune and Churchill – and, in conjunction with coherent anomalism previously delineated in the Fiddler area, represent broadly anomalous horizons within the prospective Narracoota sequence that may be related to VMS-style base metal mineralising processes.

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Figure 2. Bryah Basin Project – geophysical and geochemical anomalies and target zones.

In the Fiddler area, pulps from selected historic drill holes at the Fiddler South prospect were recovered and encouraging copper, zinc and gold intercepts were returned from several drill holes along a prominent silica-iron oxide chert in the upper Narracoota sequence. This broad horizon is interpreted to be in an analogous position to the Horseshoe Lights copper-gold mine immediately to the northwest.

The lithological and geochemical information collected from the RC and aircore drilling has been critical to the ongoing development of the detailed interpreted geology of the project area as well as assisting the delineation of target areas for follow-up ground geophysics and/or drill testing.

Alchemy Resources Limited Annual Report 2013

Review of Activities

Geophysical and geochemical copper-gold targets

A number of bedrock conductors and widespread multi-element geochemical anomalies associated with VMS prospective horizons within the Narracoota sequence remain untested across the Bryah Basin Project (Figure 2).

Eight distinct conductors, including the MT-36 conductor, defined from the EM surveys remain untested. Two strong conductors identified in the Neptune area may be related to sulphide-bearing black shale horizons adjacent to the basal contact of the overlying Narracoota sequence. The stratigraphic position of the surface rocks and the associated bedrock conductors place the remaining six targets at or close to the contact of sulphide-bearing black shale horizons with the lower-most Narracoota sequence, interpreted to be a prospective VMS mineralised horizon.

Widespread, anomalous base metal, gold and pathfinder assay results from shallow drilling and drill spoil from historic drilling returned from the Neptune, Churchill and Fiddler areas (Figure 2) define multiple coherent broadly anomalous horizons that may be related to VMS-style base metal mineralising processes.

On-going interpretation and additional field verification studies are being undertaken to rank these targets prior to further exploration and drill testing.

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‘Drill ready’ copper-gold targets along strike from Sandfire Resources’ North Robinson Range prospect Planning has been finalised for shallow drill testing of a strike extensive area in the south-eastern Bryah Basin Project area directly along strike to the over 7 kilometre long multi-element anomaly reported by Sandfire Resources at their North Robinson Range prospect (Figure 1).

Two strike-extensive targets have been delineated. The first target in the east Magnus area (Figure 2) is over 4 kilometres in length, abuts the western side of the North Robinson Range anomaly and represents a

Alchemy Resources Limited Annual Report 2013

Review of Activities

priority target. Broad-spaced shallow drill testing of the target within the prospective Narracoota sequence and contact zone with the overlying Ravelstone sequence commenced in the September quarter.

Shallow drilling will also test a target in the central Magnus area (Figure 2). This target, which is over 8 kilometres in length, is at the same stratigraphic position within the Narracoota sequence and adjacent to the extensive low-level copper anomaly.

The drilling aims to identify secondary/oxide copper-gold anomalism within the lower weathered profile that will allow better delineation of primary sulphide targets to be tested by deeper RC drilling. Application of innovative technology on samples obtained from the drilling will assist vectoring towards the VMS prospective horizons and identification of primary sulphide targets throughout the strike-extensive target zones.

The drill testing of the targets forms part of Alchemy’s R&D plan to develop effective exploration methods for copper-gold mineralisation not detected or resolved by previous geophysical surveys.

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Hermes and Wilgeena Gold Deposits

During the half year, an updated Indicated Resource estimate of 4.7Mt at 2.0 g/t gold (equivalent to 300,060 oz of gold ), contained at the Hermes and Wilgeena deposits, was completed for the Bryah Basin Project (Table 1). This represents a 21% increase in total resource and 36% increase in resource tonnes from the previous estimate and has greatly enhanced the value of the Hermes and Wilgeena gold deposits. The new resource estimate incorporated results from targeted drilling programs at Hermes and Wilgeena and provided refined block models based on improved geological interpretation and confidence in grade continuity.

Alchemy Resources Limited Annual Report 2013

Review of Activities

Table 1. Indicated Mineral Resource Estimate (0.5g/t cut-off) – October 2012

Deposit		Indicated
	Tonnes (Mt)	Au grade (g/t)	Au (oz)
Hermes Wilgeena	3.34 1.36	1.98 1.99	212,687 87,373
Total	4.71	1.99	300,060

The mineralisation at Hermes and Wilgeena is open at depth and further drilling has excellent potential to add to the known resource and expand the area of gold mineralisation outside of the Indicated Resource.

Central Bore Gold Prospect

Gold mineralisation at the Central Bore gold prospect, located 13 kilometres to the south-east of the Hermes gold deposit (Figure 1), was initially intersected over a strike length of 300 metres by RC drilling in 2010. High-grade (>10g/t gold) mineralisation is related to quartz veining within broader (40-60 metre thick) zones of lower grade (<1g/t gold) mineralisation, associated with a series of northeast-trending veins and structures in granite.

A targeted, step-out RC drilling program designed to test along strike extensional positions to the southwest and north-east of existing gold intersections was completed in March 2013. Assay results returned significant intervals of gold mineralisation (Figure 3), and include best intersections of:

CBRC056 8 metres at 1.27 g/t gold from 48 metres, and 4 metres at 1.59 g/t gold from 66 metres CBRC057 5 metres at 4.78 g/t gold from 128 metres, including 1 metre at 21.2 g/t gold from 132 metres, and 11 metres at 1.25 g/t gold from 152 metres CBRC059 5 metres at 4.52 g/t gold from 61 metres, including 1 metre at 20.7 g/t gold from 64 metres

Challenging drilling conditions resulted in three holes (CBRC058, CBRC059 and CBRC061) abandoned short of the target depth. Results for these holes indicate that drilling stopped within the gold mineralised envelope, with CBRC058 returning 8 metres at 1.00 g/t gold from 147 metres.

The recent and previous drilling indicates that the high-grade intervals appear to have some continuity within the envelope of low grade gold mineralisation. Based on results to date, the high-grade gold mineralisation may form parallel shoots that plunge to the south-east (Figure 3).

Gold mineralisation remains open at depth, and further drilling has the potential to expand the area of gold mineralisation outside of the known mineralised area.

Alchemy Resources Limited Annual Report 2013

Review of Activities

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Figure 3. Bryah Basin Project – Central Bore gold prospect, recent drilling results.

‘Gold-only’ targets – regional assessment

The Bryah Basin Project represents a significant under-explored area prospective for ‘gold-only’ mineralisation. Assessment of the Bryah Basin Project for ‘gold-only’ mineralisation continued during the past year, with project-scale geological mapping and surface geochemistry sampling completed on key target areas. Integration of the mapping into the regional interpretation has led to an enhanced geological and structural understanding of the project region. A number of target zones have been delineated within the Peak Hill Schist (Figure 4), and these represent key areas for further exploration.

Near-resource gold targets have been identified to the north-east and south-west of the Hermes resource area. The Hermes deposits are effectively exposed at surface, with a strong soil anomaly over the deposits, which guided most of the subsequent exploration. Geological mapping indicates that the host structural corridor to the north-east and south-west is overlain by transported cover which may have inhibited the surface geochemistry response. Additional multi-element geochemistry on spoil from historic shallow drilling along this structural corridor is planned to delineate targets for follow up.

Exploration to date on the Central Bore prospect has shown that the mineralised corridor is open to the east and west and much of the historic drilling may not have tested below the transported and/or leached regolith profiles.

Aircore and RC drill testing of gold targets to the west of the Central Bore prospect delineated several areas that require further evaluation. Significant results at one of these areas include 1 metre at 12.7 g/t gold and 2 metres at 2.52 g/t gold in CBRC054, 3 metres at 5.94 g/t gold in CBAC091 and 1 metre at 9.60 g/t gold in CBAC090.

A large surface anomaly has been identified further west of Central Bore, coincident with where the mineralised trend comes into an area where the regolith environment is likely more amenable to surface

Alchemy Resources Limited Annual Report 2013

Review of Activities

sampling. This anomaly has only been tested with very limited shallow drilling, including 27 metres at 5.43 g/t gold in CBAC0032, and represents a priority target area.

A regional, curved structure linking the Hermes and Central Bore mineralised trends is apparent from geological mapping and geophysical images. Historic gold exploration along this structure is limited, with best results returned from the Jones and Henry prospects (Figure 4). Previous drilling has intersected high grade gold mineralisation at the Jones prospect, including 3 metres at 250 g/t gold in OPAC126 and 3 metres at 41 g/t gold in OPAC246.

The Henry prospect covers a three kilometre strike length geochemical anomaly along a major structure at the contact between sedimentary and mafic volcanic rocks of the Peak Hill Schist. Previous drilling in the 1990’s intersected gold mineralisation, including 6 metres at 3.5 g/t gold in HBRC15, and further drill testing of this gold mineralised trend is proposed.

The majority of the historic drilling did not test the structural corridor, with areas to the northwest (towards the south-west end of the Hermes mineralised trend) increasingly affected by transported cover. Further targeted multi-element surface geochemistry and shallow drilling is being planned to test these target zones.

Alchemy remains committed to thoroughly and systematically exploring the Bryah Basin Project area for both copper–gold mineralisation and ‘gold only’ mineralised systems, as the potential reward for success is significant.

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Figure 4. Bryah Basin Project – gold targets.

Alchemy Resources Limited Annual Report 2013

Review of Activities

Murchison Project

(100% or 80% Alchemy Resources Ltd)

Although Alchemy’s emphasis over the past year has been directed toward the advancement of the Bryah Basin Project, exploration of the Murchison Project continued with completion of surface geochemistry programs at Big Bell North and Wydgee as well as further evaluation of the Jeffery Well and Gidgee projects.

The Jeffery Well and Gidgee prospect areas were initially targeted using Alchemy’s 3D Murchison GOCAD model, which identified regional fault flexures interpreted to represent the northern continuation of the highly-mineralised Big Bell – Meekatharra shear zone, host to the Big Bell gold deposit (3.9 Moz). The Murchison District is prospective for not only large lode gold systems but also for narrow high grade gold systems, similar to the gold mineralisation identified north of Meekatharra at Andy Well by Doray Minerals Limited.

Aircore drilling programs at Jeffery Well, Big Bell North and Gidgee in 2010 and 2011 delineated zones of gold anomalism localised in a structural corridor at the regional lithological contact between basalts and felsic-intermediate volcaniclastics. In-fill aircore and targeted RC drilling that will test the most prospective parts of the gold anomalous zones at Jeffery Well and Gidgee for internal structures hosting high-grade vein mineralisation is recommended.

The Big Bell North and Wydgee areas host volcanic sequences with significant base metal potential. Historic exploration north and south of the eastern side of the Big Bell North project indicates base metal anomalism associated with felsic and mafic volcanic sequences in the Wattagee Hill area. Surface geochemistry over this area undertaken in late 2012 returned anomalous copper, zinc, nickel and arsenic in two linear zones along strike to the historic drill intercepts. Further interpretation is being undertaken prior to further exploration.

Competent Person’s Statement

The information in this report that relates to Exploration Results is based on information compiled by Dr Kevin Cassidy, who is a Fellow of the Australian Institute of Geoscientists and is the Chief Executive Officer of Alchemy Resources Limited. Dr Cassidy has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves’. Dr Cassidy consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to Mineral Resources at the Hermes and Wilgeena gold deposits is based on information compiled by Mr Simon Coxhell of Coxsrocks Pty Ltd, who is a Member of the Australian Institute of Geoscientists and a Member of the Australasian Institute of Mining and Metallurgy and is a consultant to Alchemy Resources Limited. Mr Coxhell has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves’. Mr Coxhell consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Alchemy Resources Limited Annual Report 2013

Directors’ Report

The Directors present their report on the consolidated entity consisting of Alchemy Resources Limited (“Company” or “Alchemy”) and the entities it controlled at the end of, or during the year ended 30 June 2013.

Directors

The following persons were directors of Alchemy Resources Limited during the financial year and until the date of this report. Directors were in office for the entire period unless otherwise stated.

Oscar Aamodt, FCIS - Non Executive Chairman

Appointed 25 November, 2011

Mr Aamodt is a member of the Institute of Chartered Secretaries and Administrators and has more than 26 years’ experience in the administration and management of mining and exploration companies in Australia and overseas.

Mr Aamodt was a Director of the highly successful ASX-listed mining house Independence Group from August 2005 until his resignation in July 2011. He had been Chairman since March 2009 until his resignation.

Mr Aamodt also served as a Non-Executive Director and Chairman of Energy Metals from July 2005 until the completion of a friendly proportional cash takeover by China Guangdong Nuclear Power Corporation in December 2009.

Other current directorships

None

Former directorships in last 3 years

Independence Group NL (Appointed 3 August 2005, resigned 29 July 2011) Energy Metals Limited (Appointed 6 July 2005, resigned 23 December 2009)

Special responsibilities

Chair of the Board and the Remuneration and Nomination Committees Member of the Audit Committee

Sofia Bianchi, BA, MBA – Non-Executive Director

Appointed 1 March, 2012

Ms Bianchi is Portfolio Manager at BlueCrest Capital Management. Ms Bianchi served as Deputy Managing Director of the Emerging Africa Infrastructure Fund with Standard Bank London from 2002 to 2007. She has previously held a senior position with the European Bank for Reconstruction & Development.

Ms Bianchi has extensive experience in banking, fund management and mergers & acquisitions. She holds a BA in Economics from George Washington University, Washington, DC and an MBA from Wharton School, University of Pennsylvania.

Other current directorships

None

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Former directorships in last 3 years

None

Special responsibilities

None

Lindsay Dudfield, B.Sc., - Non-Executive Director

Appointed 25 November, 2011

Mr Dudfield is a qualified geologist with over 30 years’ experience exploring for a wide range of commodities in Australia and overseas, including close involvement with a number of greenfields discoveries. He was a founding director of Jindalee Resources, Alchemy’s second largest shareholder, and is currently the Managing Director of Jindalee. Mr Dudfield also co-founded Energy Metals and remains a Non-Executive Director of the company.

Mr Dudfield is a member of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists, the Geological Society of Australia and the Society of Economic Geologists.

Other current directorships

Managing Director of Jindalee Resources Limited Non-Executive Director of Energy Metals Limited

Former directorships in last 3 years

Extract Resources Limited (Appointed 16 March 2012, resigned 25 June 2012)

Special responsibilities

Member of the Audit, Remuneration and Nomination Committees

Anthony Ho - Non-Executive Director

Appointed 25 November, 2011

Mr Ho is a Chartered Accountant and a partner in a consulting practice focused principally on corporate and financial services to listed companies. He has significant experience in the resource industry, having served as director and secretary of companies listed on ASX. He is currently a Director of Newfield Resources Limited, Siburan Resources Limited and Australian Agricultural Projects Limited.

Other current directorships

Executive Director of Newfield Resources Limited Non-Executive Director of Siburan Resources Limited Non-Executive Director of Australian Agricultural Projects Australia Limited

Former directorships in last 3 years

Dragon Energy Limited (Appointed 18 December 2008, resigned 13 June 2012) Audalia Resources Limited (Appointed 27 August 2010, resigned 17 August 2011) Brumby Resources Limited (Appointed 24 February 2006, resigned 22 March 2011)

Special responsibilities

Chair of the Audit Committee Member of the Remuneration and Nomination Committees

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Company Secretary

Bernard Crawford B.Com, CA, MBA, ACIS

Mr Crawford is a Chartered Accountant with over 20 years’ experience in the resources industry in Australia and overseas. He has held various positions in finance and management with NYSE, TSX and ASX listed companies. Mr Crawford was appointed as Company Secretary on 1 December 2010.

Directors’ Interests in the Shares and Options of the Company

As at the date of this report, the interests of each director in the shares of Alchemy Resources Limited is as shown below. No directors hold options in the Company.

Director	Ordinary Shares
O Aamodt	280,134
S Bianchi	-
L Dudfield	18,114,907
A Ho	-

Directors’ Meetings

The number of meetings of the Group’s board of directors and of each board committee held during the year ended 30 June 2013, and the numbers of meetings attended by each director were as follows:

	Board	of		Audit	Nomination	Nomination	Remuneration	Remuneration
	Directors		Committee		Committee		Committee
	A	B	A	B	A	A	A	B
O Aamodt	5	5	2	2	1	1	1	1
S Bianchi	5	5	*	*	*	*	*	*
L Dudfield	5	5	2	2	1	1	1	1
A Ho	4	5	2	2	1	1	1	1

A = Number of meetings attended

B = Number of meetings held during the time the director held office or was a member of the committee during the year

= Not a member of the relevant committee

Principal Activities

The principal activity of the consolidated entity during the financial year was exploration for copper and gold.

Operating and Financial Review

A detailed review of operations during the financial year is set out in the section titled “Review of Activities” in this Annual Report.

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Financial Performance

The operating loss of the Group after income tax for the year ended 30 June 2013 was $2,132,950 (2012: $1,405,336).

Exploration and evaluation costs totalling $1,571,675 (2012: $69,658) were expensed during the year in accordance with the Group’s accounting policy. The expensed exploration and evaluation costs primarily comprise previously capitalised costs in relation to a number of tenements in the Group’s Murchison Project area.

The Group’s has significantly reduced its corporate, employee and administration expenses to $1,032,214 (2012: $1,688,061) mainly due to a reduction in staff through redundancies and natural attrition, a reduction in non-executive directors’ fees and the re-negotiation of contract services.

Financial Position

As at 30 June 2013 the Group had net assets of $19,351,998 (2012: $21,484,948) including cash and cash equivalents of $1,641,578 (2012: $4,037,224).

The Directors note that the auditors of the Group have included an emphasis of matter in their audit opinion with regard to the going concern assumption. Refer also to Note 2(b).

Significant Changes in the State of Affairs

In the opinion of the directors there were no other significant changes in the state of affairs of the consolidated entity other than those referred to in this financial report.

Matters Subsequent to the End of the Financial Year

There has been no matter or event that has occurred subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future years.

Likely Developments and Expected Results of Operations

The consolidated entity will continue to pursue the exploration of its tenements in Western Australia. Further comments on likely developments in the operations of the consolidated entity are included in the section “Review of Activities” in this Annual Report. Disclosure of any further information regarding likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity. Accordingly, this information has not been disclosed in this report.

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Environmental Regulation

The consolidated entity’s environmental obligations are regulated under both State and Federal legislation. Performance with respect to environmental obligations is monitored by the board of directors and may be subject to government agency audits and site inspections. No environmental breaches have been notified by any government agency during the year ended 30 June 2013.

The Directors have considered compliance with both the Energy Efficiency Opportunity Act 2006 and the - * National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The Directors have assessed that there are no current reporting requirements for the year ended 30 June 2013, however reporting requirements may change in the future.

Dividends

No dividends have been paid or declared since the start of the financial year. No recommendation for the payment of a dividend has been made.

Proceedings on Behalf of the Consolidated Entity

No person has applied to the 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 part of those proceedings.

Options over Unissued Capital

At the date of this report, the following options were on issue:

Expiry Date Grant Date Exercise Price 30 April 2015 29 March 2012 $0.40	Number 975,000
	975,000

Indemnification and Insurance of Directors and Officers

During the financial year, the Company paid a premium to insure the directors and officers of the consolidated entity against any liability incurred as a director or officer to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits the disclosure of the nature of the liabilities covered or the amount of the premium paid.

The consolidated entity has not entered into any agreement with its current auditors indemnifying them against claims by a third party arising from their position as auditor.

Non-Audit Services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important.

Details of the amounts paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services provided during the year are set out in Note 19. During the year ended 30 June 2013 no fees were paid or were payable for non-audit services provided by the auditor of the consolidated entity (2012: $10,164).

Alchemy Resources Limited Annual Report 2013

Directors’ Report

The board of directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants .

Auditor’s Independence Declaration

The copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 25.

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Remuneration Report (Audited)

This remuneration report, which forms part of the directors’ report, sets out remuneration information for Alchemy Resources Limited’s non-executive directors, executive directors and other key management personnel for the financial year ended 30 June 2013. The information in the remuneration report has been audited as required by Section 308(3C) of the Corporations Act.

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, including directors of the Company and other executives. Key management personnel comprise the directors of the Company and senior executives for the Group.

The key management personnel of the Company for 2013 were:

Oscar Aamodt	Non-Executive Chairman
Sofia Bianchi	Non-Executive Director
Lindsay Dudfield	Non-Executive Director
Anthony Ho	Non-Executive Director
Kevin Cassidy	Chief Executive Officer
Bernard Crawford	Chief Financial Officer and Company Secretary

Compensation levels for directors and key management personnel of the Company are competitively set to attract and retain appropriately qualified and experienced directors and executives. The board is responsible for compensation policies and practices. The board, where appropriate, seeks independent advice on remuneration policies and practices, including compensation packages and terms of employment.

There is no direct link between remuneration paid to any non-executive and executive directors and corporate performance. There are no termination or retirement benefits for non-executive directors. Given the Company is at its early stage of development and the financial restrictions placed on it, the Company may consider it appropriate to issue unlisted options to non-executive directors, subject to obtaining the relevant approvals.

Non-Executive Directors

The fees and payments paid to non-executive directors reflect the demands which are made on, and responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed annually by the Board with reference to market standards.

Non-executive directors do not currently receive performance-based pay.

The following annual non-executive directors’ fees have applied:

Role	From 1 April 2013	To 31 March 2013
Chair	$25,000	$50,000
Non-Executive Director (Independent)	$20,000	$40,000
Non-Executive Director	$Nil	$40,000

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Fixed Compensation for Executives

Fixed compensation consists of base salary plus statutory superannuation. Compensation levels are reviewed annually by the board where applicable.

Remuneration levels for directors, secretaries, senior managers of the Company are competitively set to attract and retain appropriately qualified and experienced directors and senior executives.

The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:

the capability and experience of the directors and senior executives;
the directors and senior executives ability to control the relevant segments performance;
the Group’s performance including:
the Group’s operational and financial performance
the scale and complexity of operations
the growth in share price and returns on shareholder wealth; and
the amount of incentives within each directors and senior executives remuneration

Remuneration packages may include a mix of fixed and variable remuneration, short and long-term performance-based incentives and are reviewed on an annual basis. Given the size of the Group, its current stage of activities and its relatively small number of employees, the Group has not implemented performance-based remuneration for the current year. The Company has not used the services of a remuneration consultant in relation to the compensation of key management personnel.

Service Contracts

On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms of appointment, including compensation relevant to the office of director. Remuneration and other terms of employment for other members of key management personnel are formalised in service agreements as summarised below.

K Cassidy, Chief Executive Officer

Dr Cassidy was appointed as Chief Executive Officer on 1 April, 2012, is remunerated pursuant to an ongoing Executive Employment Agreement and paid a base salary of $240,000 (exclusive of superannuation). The notice period (other than for gross misconduct) is three months and the payment of nine months’ salary.

B Crawford, Chief Financial Officer and Company Secretary

Mr Crawford is remunerated pursuant to the terms of a Consultancy Agreement to fulfil the duties of the Company Secretarial and Chief Financial Officer. Fees paid during the year totalled $126,000 and were charged at usual commercial rates on a daily basis. Unless extended the current agreement will expire on 30 June 2014. The agreement may be terminated by either party on three months’ written notice.

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Voting and comments made at the Company’s 2012 Annual General Meeting

Alchemy Resources Limited received more than 95% of “yes” votes on its remuneration report for the 2012 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

Remuneration of Key Management Personnel

2013
Name
Directors
O Aamodt
S Bianchi
L Dudfield
A Ho
Executives
K Cassidy
B Crawford
Totals
2012
Name
Directors
O Aamodt(1)
S Bianchi(2)
L Dudfield(1)
A Ho(1)
W Davies(3)
R Brierley(3)
J Arbuckle(3)
J Moore(3)
Executives
K Cassidy
B Crawford
Totals

Short-term benefits
Post-
employment
benefits
Share-
based
payment
% of
Remuneration to
total from
Salary
and Fees
$
Cash
Bonus
$
Non-
Monetary
Benefit
$
Super-
annuation
$
Options
$
Total
$
Options
%
Bonus
%
43,750
-
-
-
-
43,750
-
-
29,997
-
-
-
-
29,997
-
-
30,000
-
-
-
-
30,000
-
-
34,997
-
-
-
-
34,997
-
-
240,000
-
-
21,600
-
261,600
-
-
126,000
-
-
-
-
126,000
-
-
504,744
-
-
21,600
-
526,344
Short-term benefits
Post-
employment
benefits
Share-
based
payment
% of
Remuneration to
total from
Salary
and Fees
$
Cash
Bonus
$
Non-
Monetary
Benefit
$
Super-
annuation
$
Options
$
Total
$
Options
%
Bonus
%
29,167
-
-
-
-
29,167
-
-
13,332
-
-
-
-
13,332
-
-
23,333
-
-
-
-
23,333
-
-
23,331
-
-
-
-
23,331
-
-
20,833
-
-
-
-
20,833
-
-
131,154
-
-
11,250
-
142,404
-
-
16,667
-
-
-
-
16,667
-
-
15,291
-
-
1,376
-
16,667
-
-
211,375
-
-
19,024
19,592
249,991
8%
-
132,485
-
-
-
9,796
142,281
7%
-
616,968
-
-
31,650
29,388
678,006

(1) Appointed 25 November 2011

(2) Appointed 1 March 2012

(3) Resigned 25 November 2011

Alchemy Resources Limited Annual Report 2013

Directors’ Report

Consequences of Company performance on shareholder wealth

The Remuneration Committee has observed the following indices in respect of the current financial year and the previous four financial years.

	30 June	30 June	30 June	30 June	30 June
	2013	2012	2011	2010	2009
Comprehensive loss attributable
to owners of the Company	(2,132,950)	(1,405,336)	(1,481,134)	(1,558,124)	(1,498,908)
Change in share price	($0.05)	($0.06)	($0.25)	$0.20	$0.13

Share-based payment option plan

The following share-based payment arrangements for key management personnel were in existence during the current reporting period.

Issue	Grant Date	Expiry Date	Fair value	Exercise	Vesting Date	No. Of
			per option $	Price $		Options
9	29 March 2012	30 April 2015	0.04	0.40	On grant	600,000

There are no performance criteria that need to be met in relation to the options granted under issue 9, however any unexercised options lapse immediately upon termination of employment. Further information on the options is set out in note 25 to the accounts.

End of Remuneration Report (Audited)

Signed in accordance with a resolution of the Directors

==> picture [133 x 65] intentionally omitted <==

Oscar Aamodt Chairman

Perth, 17 September 2013

Alchemy Resources Limited Annual Report 2013

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

==> picture [77 x 30] intentionally omitted <==

17 September 2013

The Directors Alchemy Resources Limited Level 2, 72 Kings Park Road WEST PERTH WA 6005

Dear Sirs,

DECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF ALCHEMY RESOURCES LIMITED

As lead auditor of Alchemy Resources Limited for the year ended 30 June 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Alchemy Resources Limited and the entities it controlled during the period.

==> picture [85 x 31] intentionally omitted <==

Chris Burton Director

BDO Audit (WA) Pty Ltd Perth, Western Australia

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Corporate Governance Statement

Alchemy Resources Limited (“the Company”) has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this statement.

Commensurate with the spirit of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (“Principles & Recommendations”), the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” regime, where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and an explanation for the adoption of its own practice.

Further information about the Company's charters, policies and procedures may be found at the Company's website (www.alchemyresources.com.au) under the section marked Corporate Governance. The Company’s corporate governance practices were in place throughout the reporting period ended 30 June 2013, unless noted otherwise.

BOARD FUNCTIONS

The Company has established the functions reserved to the Board, and those delegated to senior executives and has set out these functions in its Board Charter.

The Board is collectively responsible for promoting the success of the Company through its key functions of overseeing the management of the Company, providing overall corporate governance of the Company, monitoring the financial performance of the Company, engaging appropriate management commensurate with the Company’s structure and objectives, involvement in the development of corporate strategy and performance objectives, and reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliance.

Senior executives are responsible for supporting the Managing Director (or equivalent) and assisting the Managing Director (or equivalent) in implementing the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. Senior executives are responsible for reporting all matters which fall within the Company’s materiality thresholds at first instance to the Managing Director (or equivalent) or, if the matter concerns the Managing Director (or equivalent), directly to the Chair or the lead independent director, as appropriate.

The Company’s Board Charter is available on the Company’s website.

STRUCTURE OF THE BOARD

A profile of each Director in office at the date of the financial report setting out their skills, experience, expertise and period of office is set out in the Directors’ Report.

Directors of the Company are considered to be independent when they are not a member of management and are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

The Board has agreed on the following guidelines for assessing the materiality of matters, as set out in the Company's Board Charter:

Statement of financial position items are material if they have a value of more than 5% of proforma net assets. Statement of profit or loss and other comprehensive income items are material if they have an impact on the current year operating result of 5% or more.
Items are also material if they impact on the reputation of the Company, involve a breach of legislation, are outside the ordinary course of business, they could affect the Company’s rights to its assets, if accumulated they would trigger the quantitative tests, involve a contingent liability that would have a probable effect of 5% or more on the statement of financial position or statement of profit or loss and other comprehensive income, or they will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more than 5%.
Contracts will be considered material if they are outside the ordinary course of business, contain exceptionally onerous provisions in the opinion of the Board, impact on income or distribution in excess of the quantitative tests, there is a likelihood that either party will default, and the default may trigger any of the quantitative or qualitative tests, are essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in cost of such a quantum, triggering any of the quantitative tests, contain or trigger change of control provisions, they are between or for the benefit of related parties, or otherwise trigger the quantitative tests.

In accordance with the above definition of independence, and the Company’s materiality thresholds the following directors of the Company are considered to be independent:

Name	Position
Oscar Aamodt	Non-Executive Chairman
Anthony Ho	Non-Executive Director

The Board does not have a majority of independent directors. The Board believes that the current composition of the Board is most appropriate for the Company having regard to its size, its current level of operations, its strategy of minimising operating costs and includes an appropriate mix of relevant skills and expertise. The Board recognises the ASX Corporate Governance Council’s recommendation that the majority of the Board should be comprised of independent directors and as the Company grows and/or its circumstances change, the Board may make further appointments of independent directors if considered appropriate.

Directors may, should they consider it necessary to properly discharge their responsibilities as a director, obtain independent professional advice at the Company’s expense subject to first obtaining approval from the Board.

PERFORMANCE

The Chair is responsible for evaluating the performance of the Board, Board Committees, individual directors and the Managing Director (or equivalent). The Managing Director (or equivalent) is responsible for evaluating the performance of senior executives.

The Company has a formal process for the performance evaluation of the Board and its committees. Procedures include an annual internal Board performance assessment and ongoing discussions with regard to the performance of the Board and its directors. The performance review process for senior executives

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

comprises an interview between the Managing Director (or equivalent) and each senior executive during which the senior executive's performance is reviewed against the written statement of their responsibilities and key performance indicators. Performance reviews for senior executives were conducted during the reporting period in accordance with this process.

The Company’s Process for Performance Evaluation is available on the Company’s website.

AUDIT COMMITTEE

The Board has established an Audit Committee which operates under a Charter approved by the Board. The Audit Committee Charter describes the role, composition, functions and responsibilities of the Audit Committee. The members of the Audit Committee during the year were:

Name Position Anthony Ho Committee Chairman, Non-Executive Director (Independent) Oscar Aamodt Non-Executive Chairman (Independent) Lindsay Dudfield Non-Executive Director

Details of each of the current director’s qualifications, the number of Audit Committee meetings held during the reporting period and of each committee member’s attendance are set out in the Directors’ Report.

The Company’s Audit Committee Charter and the Company’s Procedure for the Selection, Appointment and Rotation of External Auditor are available on the Company’s website.

CONTINUOUS DISCLOSURE

The Company has established a written policy designed to ensure compliance with the ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance.

The Company’s Policy on Continuous Disclosure is available on the Company’s website.

SHAREHOLDER COMMUNICATION

The Board of the Company endeavours to ensure that shareholders are informed of all of the activities affecting the Company.

Alchemy Resources Limited is committed to:

Ensuring that shareholders and the financial markets are provided with full and timely information about the Company’s activities in a clear and balanced way.
Complying with its ASX and Corporations Act continuous disclosure obligations.
Communicating effectively with its shareholders and making it easier for shareholders to communicate with the Company.

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

To promote effective communication with shareholders and encourage effective participation at general meetings, information is communicated to shareholders:

Through the release of information to the market via the ASX.
Through the distribution of the annual report and notices of annual general meeting.
Through shareholder meetings and investor relations presentations.
Through letters and other forms of communications directly to shareholders.
By posting relevant information on the Company’s website: www.alchemyresources.com.au

Information is conveyed to shareholders via the annual report, quarterly reports and other announcements which are delivered to the ASX and posted on the Company’s website.

Shareholders with access to the internet are encouraged to submit their email addresses to receive electronic copies of information distributed by the Company. Hard copies of this information are available on request.

The Board encourages the attendance and participation of shareholders at the Annual General Meeting and specifically convened General Meetings.

The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at general meetings. The Company’s Shareholder Communication Policy is available on the Company’s website.

NOMINATION COMMITTEE

The Board has established a Nomination Committee which operates under a Charter approved by the Board. The members of the Nomination Committee during the year were:

Name	Position
Oscar Aamodt	Committee Chairman (Independent)
Anthony Ho	Non-Executive Director (Independent)
Lindsay Dudfield	Non-Executive Director

The number of Nomination Committee meetings held during the reporting period and details of each committee member’s attendance are set out in the Directors’ Report.

The Company’s Nomination Committee Charter is available on the Company’s website.

In determining candidates for the Board, the Nomination Committee follows a procedure whereby it evaluates the mix of skills, experience and expertise of the existing Board, the balance of independent directors on the Board as well as the particular skills and qualifications of potential candidates that will best enhance the Board's effectiveness.

The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Subject to Clause 13.39 of the Company's Constitution, at the Annual General Meeting in every year one-third of the directors for the time being, or, if their number is not 3 nor a multiple of 3, then the number nearest one-third, and any other director not in such one-third who has held office for 3

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

years or more (except the Managing Director), must retire from office. Re-appointment of directors is not automatic.

The Company’s Policy and Procedure for the Selection and (Re)Appointment of Directors is available on the Company’s website.

REMUNERATION COMMITTEE

The Board has established a Remuneration Committee which operates under a Charter approved by the Board. The members of the Remuneration Committee during the year were:

Name	Position
Oscar Aamodt	Committee Chairman (Independent)
Anthony Ho	Non-Executive Director (Independent)
Lindsay Dudfield	Non-Executive Director

The number of Remuneration Committee meetings held during the reporting period and details of each committee member’s attendance are set out in the Directors’ Report.

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report. Non-Executive directors are remunerated at market rates (for comparable companies) for their time, commitment and responsibilities. Remuneration for non-executive directors is not linked to the performance of the Company. There are no termination or retirement benefits for non-executive directors (other than for superannuation).

Pay and rewards for executive directors and senior executives consist of a base salary and performance incentives. Long term performance incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals. Executives are offered a competitive level of base pay at market rates and this is reviewed annually to ensure market competitiveness.

The Company’s Remuneration Committee Charter is available on the Company’s website and includes a statement of the Company’s policy on prohibiting transactions in associated products which limit the risk of participating in unvested entitlements under any equity based remuneration schemes.

CODE OF CONDUCT

The Company has established a code of conduct as to the practices necessary to maintain confidence in the Company's integrity, practices necessary to take into account their legal obligations and the expectations of their stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company’s Code of Conduct is available on the Company’s website.

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

DIVERSITY

The Company is committed to supporting and managing diversity as a means of enhancing the Company's performance by recognising and utilising the contribution of the diverse skills and talents of its directors, officers and employees.

Diversity involves recognising and valuing the unique contribution people can make because of their individual background, skills, experiences and perspectives. Diversity may result from a range of factors including age, gender, ethnicity, cultural background or other personal factors. The Company values the differences between its people and the contribution these differences make to the Company.

The Company has not complied with Recommendation 3.3 of the ASX’s Corporate Governance Principles and Recommendations in that it has not set measurable objectives for achieving gender diversity. The Board monitors diversity across the Company and is satisfied with the current level of gender diversity. Due to the small size of the Company and its small number of employees, the Board does not consider it appropriate to formally set measurable objectives for gender diversity at this time.

As at the reporting date, the proportion of women employees across the organisation was as follows:

	Percentage
Proportion of women employees in the whole organisation	30%
Proportion of women in senior executive positions	0%
Proportion of women on the Board	25%

The Company’s Diversity Policy is available on the Company’s website.

SECURITIES TRADING POLICY

The Company has implemented a Policy for Trading in Company Securities designed to ensure that all directors, officers and employees of the Company act ethically and do not use confidential inside information for personal gain.

The policy states acceptable and unacceptable times for trading in the Company’s securities and outlines the responsibility of directors, officers and employees to ensure that trading complies with the Corporations Act 2001 , the ASX Listing Rules and Company Policy. As required by the ASX Listing Rules, the Company notifies the ASX of any transaction entered into by directors in the securities of the Company.

The Company’s Policy for Trading in Company Securities is available on the Company’s website.

RISK MANAGEMENT

The Board has adopted a Risk Management Policy, which sets out the Company's approach to risk. Under the policy, the Board is responsible for approving the Company's policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control.

Under the policy, the Board delegates day-to-day management of risk to the Managing Director (or equivalent) who, with the assistance of senior executives, is responsible for identifying, assessing, monitoring and managing risks. The Managing Director (with the assistance of senior executives) is also

Alchemy Resources Limited Annual Report 2013

Corporate Governance Statement

responsible for updating the Company's material business risks to reflect any material changes, with the approval of the Board.

In fulfilling the duties of risk management, the Managing Director (or equivalent) may have unrestricted access to Company employees, contractors and records and may obtain independent expert advice on any matter they believe appropriate, with the prior approval of the Board.

The Audit Committee also monitors and reviews the integrity of financial reporting and the Company's internal financial control systems and risk management systems and reports to the Board.

In addition, the following risk management measures have been adopted by the board to manage the Company's material business risks:

the Board has established authority limits for management which, if exceeded, will require prior Board approval;
the Board has adopted a compliance procedure for the purpose of ensuring compliance with the Company's continuous disclosure obligations; and
the Board has adopted a corporate governance manual which contains other policies to assist the Company to establish and maintain its governance practices.

The Chief Executive Officer and the Chief Financial Officer have provided a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration 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 risk.

Alchemy Resources Limited Annual Report 2013

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2013

Notes Continuing operations Other income 3 Corporate expense 3 Exploration expense 3 Employee expense 3 Administration expense 3 Finance costs Loss from continuing operations before income tax Income tax benefit 5 Loss after income tax for the period attributable to the owners of Alchemy Resources Limited Other comprehensive income Other comprehensive income for the period, net of tax Total comprehensive loss for the period attributable to the owners of Alchemy Resources Limited Loss per share attributable to the owners of Alchemy Resources Limited - basic loss per share 18 - diluted loss per share 18	Consolidated 2013 2012 $ $ 135,553 229,278 (258,234) (486,557) (1,571,675) (69,658) (405,586) (754,032) (368,394) (447,472) (8,687) (15,169)
	(2,477,023) (1,543,610) 344,073 138,274
	(2,132,950) (1,405,336) - -
	- -
	(2,132,950) (1,405,336)
	Cents Cents per share per share 1.36 1.19 n/a n/a

This Consolidated Statement of Profit or Loss and Comprehensive Income should be read in conjunction with the accompanying notes

Alchemy Resources Limited Annual Report 2013

Consolidated Statement of Financial Position

At 30 June 2013

Notes ASSETS Current Assets Cash and cash equivalents 6 Trade and other receivables 7 Other current assets 8 Total Current Assets Non-Current Assets Exploration and evaluation 9 Property, plant and equipment 10 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 12 Provisions 13 Interest bearing liabilities 14 Total Current Liabilities Non-Current Liabilities Interest bearing liabilities 14 Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 15 Reserves 16 Accumulated losses 17 TOTAL EQUITY	Consolidated 2013 2012 $ $ 1,641,578 4,037,224 81,484 277,008 9,749 13,128
	1,732,811 4,327,360
	17,650,082 17,385,087 246,507 350,914
	17,896,589 17,736,001
	19,629,400 22,063,361
	138,354 360,406 42,899 74,404 47,434 81,152
	228,687 515,962
	48,715 62,451
	48,715 62,451
	277,402 578,413
	19,351,998 21,484,948
	27,932,586 27,932,586 419,456 419,456 (9,000,044) (6,867,094)
	19,351,998 21,484,948

This Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes

Alchemy Resources Limited Annual Report 2013

Consolidated Statement of Changes in Equity

For the year ended 30 June 2013

At 1 July 2011 Loss for the period Other comprehensive income Total comprehensive loss for the period net of tax Transactions with owners in their capacity as owners Issue of shares Transactions costs of issuing shares Share based payments At 30 June 2012 At 1 July 2012 Loss for the period Other comprehensive income Total comprehensive loss for the period net of tax Transactions with owners in their capacity as owners Issue of shares Transactions costs of issuing shares Share based payments At 30 June 2013	Attributable to equity holders of the entity
	Issued Capital Option Reserves Accumulated Losses Total Equity $ $ $ $ 20,422,910 350,884 (5,461,758) 15,312,036
	- - (1,405,336) (1,405,336) - - - -
	- - (1,405,336) (1,405,336) 7,722,721 - - 7,722,721 (213,045) - - (213,045) - 68,572 - 68,572
	27,932,586 419,456 (6,867,094) 21,484,948
	Attributable to equity holders of the entity
	Issued Capital Option Reserves Accumulated Losses Total Equity $ $ $ $ 27,932,586 419,456 (6,867,094) 21,484,948
	- - (2,132,950) (2,132,950) - - - -
	- - (2,132,950) (2,132,950) - - - - - - - - - - - -
	27,932,586 419,456 (9,000,044) 19,351,998

This Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying

notes

Alchemy Resources Limited Annual Report 2013

For the year ended 30 June 2013

Consolidated Statement of Cash Flows

Notes Cash flows from operating activities Payments to suppliers and employees Interest income Interest expense Research and development tax rebate received Net cash flows from/(used in) operating activities 26 Cash flows from investing activities Purchase of property, plant & equipment Proceeds from sale of plant & equipment Exploration incentive scheme grant received Payment for exploration assets Net cash flows from/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares Payments for capital raising Proceeds from finance lease Payment of finance lease Net cash flows from/(used in) financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 6	Consolidated 2013 2012 $ $ (923,064) (1,593,390) 154,698 249,343 (8,687) (15,179) 482,347 -
	(294,706) (1,359,226)
	(1,836) (72,685) - 864 74,176 38,800 (2,125,826) (3,212,162)
	(2,053,486) (3,245,183)
	- 4,222,721 - (213,045) 35,680 - (83,134) (41,554)
	(47,454) 3,968,122
	(2,395,646) (636,287) 4,037,224 4,673,511
	1,641,578 4,037,224

This Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

1. Corporate Information

The consolidated financial report of Alchemy Resources Limited for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of the directors on 17 September 2012.

Alchemy Resources Limited is a company incorporated in Australia and limited by shares which are publicly traded on the Australian Securities Exchange. The nature of the operation and principal activities of the consolidated entity are described in the attached Directors’ Report.

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below and have been applied consistently to all periods presented in the consolidated financial statements and by all entities in the consolidated entity.

2. Statement of Compliance

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001 .

Compliance with IFRS

The consolidated financial statements of Alchemy Resources Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

New and amended accounting standards and interpretations adopted by the Group

The following standards and interpretations relevant to the operations of the Group and effective from 1 July 2012 have been adopted. The adoption of these standards did not have any impact on the current period, any prior period nor is their adoption likely to affect future periods.

AASB 2010-8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112]
AASB 2011-9: Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049]

New accounting standards and interpretations

The following new and amended accounting standards and interpretations have been published but are not mandatory for the current financial year. The Group has decided against early adoption of these standards, and has not yet determined the potential impact on the financial statements from the adoption of these standards and interpretations.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

New or revised requirement	Application date of standard	Application date for Group

AASB 10:Consolidated Financial Statements AASB 10 establishes a new control model that applies to all entities. It replaces parts of AASB 127_Consolidated and Separate Financial_ Statements_dealing with the accounting for consolidated financial statements and UIG-112_Consolidation – Special Purpose Entities.	1 Jan 2013	1 Jul 2013
AASB 11:Joint Arrangements AASB 11 replaces AASB 131_Interests in Joint Ventures_and UIG-113 Jointly- controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the determination of whether joint control exists may change.	1 Jan 2013	1 Jul 2013
AASB 12:Disclosure of Interests in Other Entities AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests.	1 Jan 2013	1 Jul 2013
AASB 13:Fair Value Measurement AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application of this definition may result in different fair values being determined for the relevant assets.	1 Jan 2013	1 Jul 2013
AASB 119:Employee Benefits The main change introduced by this standard is to revise the accounting for defined benefit plans. The amendment removes the options for accounting for the liability, and requires that the liabilities arising from such plans is recognised in full with actuarial gains and losses being recognised in other comprehensive income. It also revised the method of calculating the return on plan assets.	1 Jan 2013	1 Jul 2013
AASB 2012-2:Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets and Financial Liabilities AASB 2012-2 principally amends AASB 7_Financial Instruments:_ _Disclosures_to require disclosure of the effect or potential effect of netting arrangements.	1 Jan 2013	1 Jul 2013
AASB 2012-5:Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle AASB 2012-5 makes amendments resulting from the 2009-2011 Annual Improvements Cycle.	1 Jan 2013	1 Jul 2013

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

New or revised requirement	Application date of standard	Application date for Group

AASB 2012-9:Amendment to AASB 1048 arising from the withdrawal of Australian Interpretation 1039 AASB 2012-9 amends AASB 1048_Interpretation of Standards_to evidence the withdrawal of Australian Interpretation 1039_Substantive_ Enactment of Major Tax Bills in Australia.	1 Jan 2013	1 Jul 2013
AASB 9:Financial Instruments AASB 9 includes requirements for the classification and measurement of financial assets. It was further amended by AASB 2010-7 to reflect amendments to the accounting for financial liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139.	1 Jan 2015	1 Jul 2015

(a) Basis of measurement

Historical Cost Convention

These consolidated financial statements have been prepared under the historical cost convention, except where stated.

Critical Accounting Estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed where appropriate.

(b) Going Concern

These consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Group incurred an operating loss after income tax for the year ended 30 June 2013 of $2,132,950 (2012: $1,405,336) and experienced net cash outflows from operating and investing activities of $2,348,192 (2012: $4,604,409). As at 30 June 2013 the Group had cash and cash equivalents of $1,641,578 (2012: $4,037,224).

During the year ended 30 June 2013 the directors have taken steps to ensure that the Group continues as a going concern. These steps have included significantly reducing the Group’s corporate, employee and administration expenses through the reduction in staff, a reduction in non-executive directors’ fees and the re-negotiation of contract services. The Group will also review opportunities to seek farm-in joint venture partners for its projects.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

The Company has the ability to defer or reduce its operating expenditure and commitments, or to dispose of assets. However, it remains likely that it will be necessary for the Company to raise additional equity capital during the next twelve months.

The Company has successfully raised equity capital in the past including an underwritten entitlements issue which raised $4.2m in February 2012. Whilst the present market conditions for raising equity capital by junior exploration companies are challenging, the directors believe that the Bryah Basin Project is still very prospective and that the ongoing gold and copper/gold potential of this project will enable the Company to secure fresh capital as and when required.

The directors have reviewed the Group’s financial position and are of the opinion that the going concern basis of accounting is appropriate having regard to the matters outlined above. Should the Company be unsuccessful in raising equity there is a material uncertainty as to whether the Group will be able to continue as a going concern and therefore whether it will be able to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.

(c) Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2013 and the results of all subsidiaries for the year then ended. The Company and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.

Subsidiaries are all entities (including special purpose entities) over which the Group 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 Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

Intercompany 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.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and the consolidated statement of changes in equity respectively.

Joint Ventures

The proportionate interests in the assets, liabilities and expenses of a joint venture activity have been incorporated in the financial statements under the appropriate headings.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

(d) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black & Scholes option pricing model.

Exploration and evaluation costs carried forward

The recoverability of the carrying amount of exploration and evaluation costs carried forward has been reviewed by the directors. In conducting the review, after impairment indicators are identified, the recoverable amount has been assessed by reference to the higher of “fair value less costs to sell” and, if applicable, “value in use”.

In determining value in use, future cash flows are based on estimates of ore reserves and mineral resources for which there is a high degree of confidence of economic extraction, production and sales levels, future commodity prices, future capital and production costs and future exchange rates.

Variations to any of these estimates, and timing thereof, could result in significant changes to the expected future cash flows which in turn could result in significant changes to the impairment test results, which in turn could impact future financial results.

(e) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Alchemy Resources Limited.

(f) Functional and presentation of currency

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

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss and other comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss and other comprehensive income on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

(g) Revenue recognition

Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. Interest income is recognised as it accrues.

(h) Income tax

The income tax expense or benefit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

Alchemy Resources Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(i) Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases (note 14). Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

(j) Impairment of assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(k) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of six months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

(l) Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the profit or loss.

(m) Exploration and evaluation expenditure

Exploration and evaluation expenditure, including the costs of acquiring licences and permits, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the statement of profit or loss and other comprehensive income.

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

(i) the expenditures are expected to be recouped through successful development and exploitation or from sale of the area of interest; or
(ii) 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.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of minerals 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 to mineral property and development assets within property, plant and equipment.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

(n) Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of selfconstructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

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. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, or in the case of certain leased plant and equipment, the shorter lease term as follows:

	Motor vehicles	5 – 7 years
	Office and computer equipment	3 – 5 years
	Furniture, fittings and equipment	3 – 5 years

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

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 carrying amount. These are included in profit or loss. When re-valued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

(o) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.

(p) Employee benefits

Short–term Obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of reporting period and are measured at the amounts expected to be paid when the liabilities are

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

settled. The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. All other short-term employee benefit obligations are presented as payables.

Other Long-term Obligations

The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Share-Based Payments

The Company provides benefits to employees of the Company in the form of share options. The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black Scholes valuation model, taking into account the terms and conditions upon which the options were granted.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, on a straight line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number that vest.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Termination Benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(q) 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.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

(r) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing:

the profit attributable to owners 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 and excluding treasury shares.

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 additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(s) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

(t) Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Company determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Company commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

3. Revenue and Expenses Other income Finance income – banks Other Total other income Expenses Corporate expense Company secretary fees Exploration expense Exploration expense Total exploration expense Employee expense Employee benefit and director compensation expense Expense of share based payments Training & development costs Other employee costs Total employee expense Administration expense Depreciation - Property, plant and equipment Loss on sale of assets Occupancy	Consolidated 2013 2012 $ $ 124,412 216,466 11,141 12,812
	135,553 229,278
	126,000 140,819 1,571,675 69,658
	1,571,675 69,658
	363,519 640,024 - 68,572 22,156 17,930 19,911 27,506
	405,586 754,032
	106,243 101,047 - 686 121,477 114,442

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

4. Segment information

The Group operates in one geographical segment, being Western Australia and in one operating category, being mineral exploration. Therefore, information reported to the chief operating decision maker (the Board of Alchemy Resources Limited) for the purposes of resource allocation and performance assessment is focused on mineral exploration within Western Australia.

2013 Segment income Other income Total income Segment expense Exploration expense Net other costs Profit / (loss) before amortisation and depreciation Amortisation and depreciation Profit / (loss) before income tax benefits R&D concession Total comprehensive income / (loss) for the period Segment assets and liabilities Assets Liabilities Net assets 2012 Segment income Other income Total income Segment expense Exploration expense Net other costs Profit / (loss) before amortisation and depreciation Amortisation and depreciation Profit / (loss) before income tax benefits R&D concession Total comprehensive income / (loss) for the period Segment assets and liabilities Assets Liabilities Net assets	Mineral Exploration Unallocated Consolidation $ $ $ 8,327 127,226 135,553
	8,327 127,226 135,553
	(1,571,675) - (1,571,675) (3,115) (931,543) (934,658)
	(1,566,463) (804,317) (2,370,780) - (106,243) (106,243)
	(1,566,463) (910,560) (2,477,023) 344,073 - 344,073
	(1,222,390) (910,560) (2,132,950)
	17,847,700 1,781,700 19,629,400 32,307 245,095 277,402
	17,815,393 1,536,605 19,351,998
	12,812 216,466 229,278
	12,812 216,466 229,278
	(69,658) - (69,658) (2,608) (1,599,575) (1,602,183)
	(59,454) (1,383,109) (1,442,563) - (101,047) (101,047)
	(59,454) (1,484,156) (1,543,610) 138,274 - 138,274
	78,820 (1,484,156) (1,405,336)
	17,506,388 4,556,973 22,063,361 251,406 327,007 578,413
	17,254,982 4,229,966 21,484,948

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

5. Income Tax Major components of income tax expense are as follows: Consolidated Statement of Profit or Loss and Other Comprehensive Income *Current income tax* - R&D tax concession *Deferred income tax* - Relating to origination and reversal of temporary differences Income tax expense / (benefit) reported in the consolidated statement of profit or loss and other comprehensive income A reconciliation of income tax expense / (benefit) applicable to accounting profit / (loss) before income tax at the statutory income tax rate to income tax expense / (benefit) at the Company’s effective income tax is as follows: Accounting loss from continuing operations before income tax At the statutory income tax rate of 30% (2012: 30%) Add - Non-deductible expenses - Tax loss not brought to account as a deferred tax asset - Capital raising costs - R&D tax concession Income tax expense / (benefit) reported in the consolidated statement of profit or loss and other comprehensive income	Consolidated 2013 2012 $ $ (344,073) (138,274) -
	(344,073) (138,274)
	(2,477,023) (1,543,610)
	(743,107) (463,083) 1,762 46,203 806,599 518,632 (65,254) (101,752) (344,073) (138,274)
	(344,073) (138,274)

Tax Consolidation

The Company and its 100% owned controlled entities have formed a tax consolidated group. The head entity of the tax consolidated group is Alchemy Resources Limited.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

5. Income Tax (continued) Deferred income tax Recognised on the statement of financial position Deferred income tax at the end of the reporting period relates to the following: Deferred income tax liabilities - Capitalised expenditure deductible for tax purposes - Trade and other receivables Deferred income tax assets - Trade and other payables - Employee benefits - Tax losses Net deferred tax asset / (liability) Deferred tax assets have not been recognised in respect of the following items: - Capital raising costs - Tax losses Potential unrecognised tax benefit at 30%	Consolidated 2013 2012 $ $ 5,295,025 5,215,526 15,574 15,278
	5,310,599 5,230,804
	(7,965) (67,067) (12,870) (22,321) (5,289,764) (5,141,416)
	- -
	98,045 163,300 2,540,225 1,963,008
	2,638,270 2,126,308

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilise benefits.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

6. Cash and cash equivalents Cash at bank and on hand Deposits at call	Consolidated 2013 2012 $ $ 338,174 777,503 1,303,404 3,259,721
	1,641,578 4,037,224

The weighted average interest rate for the year was 4.38% (2012: 4.39%).

The Group’s exposure to interest rate risk is set out in Note 23. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.

7. Trade and other receivables

Current GST receivable R&D concession Other	20,775 86,851 - 138,274 60,709 51,883
	81,484 277,008

The amounts held in trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these trade and other receivables, it is expected that these amounts will be received when due. The Group’s financial risk management objectives and policies are set out in Note 23.

8. Other current assets

Prepayments 9. Exploration and evaluation Opening balance Exploration expenditure incurred during the year Acquisition of tenements Exploration expenditure written off Closing balance	9,749 13,128
	9,749 13,128
	17,385,087 10,547,710 1,836,670 3,232,870 - 3,674,165 (1,571,675) (69,658)
	17,650,082 17,385,087

The recoverability of the carrying amount of deferred exploration and evaluation expenditure is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest.

Government grants of $74,176 (2012: $38,800) were received under the Exploration Incentive Scheme. Under the conditions of the grant it is directly offset against the drilling costs.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

10. Property, plant and equipment Motor vehicle - At cost - Accumulated depreciation Total motor vehicle Mobile accommodation - At cost - Accumulated depreciation Total mobile accommodation Office equipment - At cost - Accumulated depreciation Total office equipment Computer equipment - At cost - Accumulated depreciation Total computer equipment Field equipment - At cost - Accumulated depreciation Total field equipment Total property, plant and equipment	Consolidated 2013 2012 $ $ 192,559 192,559 (85,884) (52,024)
	106,675 140,535
	164,296 164,296 (77,743) (54,272)
	86,553 110,024
	29,936 29,936 (20,755) (15,016)
	9,181 14,920
	83,581 81,745 (69,823) (52,565)
	13,758 29,180
	82,138 82,138 (51,798) (25,883)
	30,340 56,255
	246,507 350,914

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

10. Property, plant and equipment (continued)

Movement in carrying amounts

Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the year:

2013 Consolidated: Balance at the beginning of the year Acquisitions Depreciation expense Disposals Carrying amount at the end of the year 2012 Consolidated: Balance at the beginning of the year Acquisitions Depreciation expense Disposals Carrying amount at the end of the year	Motor Mobile Office Computer Field Vehicles Accomm. Equipment Equipment Equipment $ $ $ $ $ 140,535 110,024 14,920 29,180 56,255 - - - 1,836 - (33,860) (23,471) (5,739) (17,258) (25,915) - - - - -	Total $ 350,914 1,836 (106,243) -
	106,675 86,553 9,181 13,758 30,340	246,507
	Motor Mobile Office Computer Field Vehicles Accomm. Equipment Equipment Equipment $ $ $ $ $ 173,138 133,559 16,325 35,144 22,660 1,179 - 4,486 16,765 50,255 (33,782) (23,535) (5,891) (21, 179) (16,660) - - - (1,550) -	Total $ 380,826 72,685 (101,047) (1,550)
	140,535 110,024 14,920 29,180 56,255	350,914

11 . Subsidiaries

Details of the Company’s subsidiaries are as follows:

	Principal	Country of	Proportion of	Proportion of
	Activity	Incorporation	Ownership
Subsidiary			2013	2012
Alchemy Resources (Murchison) Pty Ltd	Exploration	Australia	100%	100%
Alchemy Resources (Three Rivers) Pty Ltd	Exploration	Australia	100%	100%
Goldtribe Corporation Pty Ltd	Exploration	Australia	100%	100%

Alchemy Resources Limited is the head entity of the tax-consolidated group to which all controlled entities are a party.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

		Consolidated
		2013	2012
		$	$
12.	Trade and other payables
	Trade creditors and accruals	138,354	360,406

Trade creditors are non-interest bearing and are normally settled on 30 day terms. The Group’s financial risk management objectives and policies are set out in Note 23.

13. Provisions

Current Employee benefits 14. Interest bearing liabilities Current Secured Lease liabilities Non-current Secured Lease liabilities	42,899 74,404
	47,434 81,152
	48,715 62,451

Details of the Group’s exposure to risk arising from current and non-current borrowings are set out in Note 23.

a) Assets pledged as security

Lease liabilities are effectively secured as the rights to hire purchase assets, recognised in the financial statements and revert to the lessor in the event of default.

The carrying amounts of assets pledged as security for current and non-current borrowings are:

Hire purchase
Motor vehicle (Note 10)	38,020	47,775
Term deposit (Note 6)	161,000	161,000
Total assets pledged as security	199,020	208,775
b) Fair value
The carrying amounts and fair values of borrowings at reporting date
On statement of financial position
Non-traded financial liabilities
Lease liabilities	96,149	143,603

None of the classes are readily traded on an organised market in standardised form. Fair value is inclusive of costs which would be incurred on settlement of a liability.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

14. Interest bearing liabilities (continued)

c) Interest rate risk exposure

The following table sets out the Group’s exposure to interest rate risk, including the contractual repricing dates and the effective weighted average interest rate by maturity periods. Exposures are predominantly from liabilities bearing variable interest rates as the Group intends to hold fixed rate liabilities to maturity.

2013 Lease Lease liabilities 2012 Lease Lease liabilities	Fixed Interest rates 1 Year or Less Over 1 Yr to 2 Yrs Over 2Yrs to 3 Yrs 5,886 1,859 333	Over 3 Yrs to 4 Yrs -
	9.35% 9.35% 9.50% Fixed Interest rates 1 Year or Less Over 1 Yr to 2 Yrs Over 2Yrs to 3 Yrs 8,475 3,814 659	- Over 3 Yrs to 4 Yrs -
	9.37% 9.37% 9.50%	-

The Group has provided bank guarantees amounting to $140,900, secured by term deposits.

The bank guarantees are to the Minister responsible for the Mining Act 1978 for Performance Bonds on various Group tenements as well as a guarantee to the landlord for the rental of the Company’s office premises.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

15. Issued capital a) Share capital Ordinary shares fully paid b) Movements in ordinary shares on issue Balance at 1 July 2011 Non-renounceable issue to shareholders Shares issued to acquire Grosvenor tenements Share issue costs Balance at 30 June 2012 Balance at 30 June 2013	Consolidated 2013 2012 $ $ 27,932,586 27,932,586
	Consolidated Number $ 97,447,408 20,422,910 32,482,470 4,222,721 26,923,077 3,500,000 - (213,045)
	156,852,955 27,932,586
	156,852,955 27,932,586

Ordinary shares have the right to receive dividends as declared, and in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid upon on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

c) Movements in options on issue Balance at beginning of the financial year Options granted Options converted Options cancelled Options expired Balance at end of the financial year	Consolidated 2013 2012 Number Number 3,200,000 2,800,000 - 1,400,000 - - (425,000) - (1,800,000) (1,000,000)
	975,000 3,200,000

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

16. Reserves Options Reserve Opening balance Options issued Balance at the end of the financial year 17. Accumulated losses Balance at the beginning of the financial year Net loss attributable to members Balance at the end of the financial year 18. Earnings per share - basic loss per share - diluted loss per share The following reflects the income and share data used in the calculations of basic and diluted loss per share: Profits / (losses) used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic and diluted loss per share 19. Auditor’s remuneration Audit services BDO Audit (WA) Pty Ltd - Audit and review of the financial reports Other services BDO Audit (WA) Pty Ltd related practices - Taxation services Total remuneration	Consolidated 2013 2012 $ $ 419,456 350,884 - 68,572
	419,456 419,456
	(6,867,094) (5,461,758) (2,132,950) (1,405,336)
	(9,000,044) (6,867,094)
	(1.36) (1.19) n/a n/a $ $ (2,132,950) (1,405,336)
	2013 2012 Number Number 156,852,955 117,796,946
	Consolidated 2013 2012 $ $ 26,827 29,780 - 10,164
	26,827 39,944

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

20. Contingent assets and liabilities

The Group had contingent liabilities at 30 June 2013 in respect of :

Guarantees

For information about guarantees given by the Group and the parent entity, refer to note 14.

Future success and royalty payments

On 31 July 2008, Alchemy Resources, pursuant to the sales agreement with Troy Resources NL agreed:

contingent future payments of $690,000 upon Alchemy Resources Limited either making an announcement that it had delineated gold reserves of not less than 50,000 ounces on the mining tenements or the lodgement of a notice of intent to mine, whichever is earlier;
a royalty of 1% NSR (net smelter return) royalty to be paid after production exceeds 50,000 ounces up to production of 70,000 ounces; and
an iron ore royalty of $0.75 per tonne of iron ore produced.

There are no other material contingent assets or liabilities as at 30 June 2013.

21. Events occurring after the reporting period

There have been no events subsequent to reporting date which are sufficiently material to warrant disclosure.

22. Commitments

In order to maintain an interest in the exploration tenements in which the Company is involved, the Company is committed to meet the conditions under which the tenements were granted. The timing and amount of exploration expenditure commitments and obligations of the Group are subject to the minimum expenditure commitments required as per the Mining Act, as amended, and may vary significantly from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest. Currently, the minimum expenditure commitments for the granted tenements are $1,914,607 (2012: $1,903,475) per annum.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

22. Commitments (continued)

Commitments in relation to the lease of office premises are payable as follows:

	Consolidated
	2013	2012
	$	$
Within 1 year	145,642	136,080
Later than one year but not later than five years	12,137	147,420
Later than five years	-	-
	157,779	283,500
Commitments in relation to lease liabilities are payable as follows:
Within 1 Year	53,423	89,891
Later than one year but not later than five years	50,975	67,095
Later than five years	-	-
Less: Unexpired hire purchase charges	8,249	13,383
Recognised as a liability	96,149	143,603
Representing hire purchase liabilities:
Current	47,434	81,152
Non-current	48,715	62,451
	96,149	143,603

23. Financial risk management objectives and policies

Financial Risk Management

Overview

The Group has exposure to the following risks from their use of financial instruments:

Interest rate risk
Credit risk
Liquidity risk
Commodity risk

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.

The board of directors has overall responsibility for the establishment and oversight of the risk management framework.

Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

23. Financial risk management objectives and policies (continued)

The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

The Group’s principal financial instruments are cash, short-term deposits, receivables and payables.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument of cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from fluctuations in interest bearing financial assets and liabilities that the Group uses.

Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets. It is the Group’s policy to settle trade payables within the credit terms allowed and therefore not incur interest on overdue balances.

The following table set out the carrying amount, by maturity, of the financial instruments that are exposed to interest rate risk:

Consolidated – 2013 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Interest bearing liabilities Weighted average interest rate	Fixed interest rate maturing in Floating interest rate 1 Year or less Over 1 to 5 years More than 5 years Non interest bearing $ $ $ $ $ 242,163 1,303,404 - - 96,011 - - - - 81,484	Total $ 1,641,578 81,484
	242,163 1,303,404 - - 177,495	1,723,062
	3.05% 4.82% - - - - - - - 138,354 - 47,434 48,715 - -	- 138,354 96,149
	- 47,434 48,715 - 138,354	234,503
	- 8.58% 8.26% - -	-

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

23. Financial risk management objectives and policies (continued)

Consolidated – 2012 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Interest bearing liabilities Weighted average interest rate	Fixed interest rate maturing in Floating interest rate 1 Year or less Over 1 to 5 years More than 5 years Non interest bearing $ $ $ $ $ 766,986 3,259,721 - - 10,517 - - - - 277,008	Total $ 4,037,224 277,008
	766,986 3,259,721 - - 287,525	4,314,232
	4.39% 4.46% - - - - - - - 360,406 - 81,152 62,451 - -	- 360,406 143,603
	- 81,152 62,451 - 360,406	504,009
	- 9.37% 9.41% - -	-

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) equity and profit or loss by the amounts shown below:

Consolidated - 2013 Carrying value at period end $ Financial assets Cash and cash equivalents 1,641,578 Cash flow sensitivity (net) Consolidated - 2012 Carrying value at period end $ Financial assets Cash and cash equivalents 4,037,224 Cash flow sensitivity (net)	Profit or loss Equity 100 bp increase 100 bp decrease 100 bp increase 100 bp decrease $ $ $ $ 28,397 (28,397) 28,397 (28,397)
	28,397 (28,397) 28,397 (28,397)
	Profit or loss Equity 100 bp increase 100 bp decrease 100 bp increase 100 bp decrease $ $ $ $ 56,461 (56,461) 56,461 (56,461)
	56,461 (56,461) 56,461 (56,461)

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

23. Financial risk management objectives and policies (continued)

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. The Group trades only with recognised, creditworthy third parties. It is the Group policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The maximum exposure to credit risk is the carry value of the receivable, net of any provision for doubtful debts.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. This risk is minimised by reviewing term deposit accounts from time to time with approved banks of a sufficient credit rating which is AA and above.

Exposure to credit risk

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was:

Cash and cash equivalents Trade & other receivables	Consolidated 2013 2012 $ $ 1,641,578 4,037,224 81,484 277,008
	1,723,062 4,314,232

Foreign currency risk

The Group’s exposure to foreign currency risk is minimal at this stage of its operations.

Commodity price risk

The Group’s exposure to commodity price risk is minimal at this stage of its operations.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group’s objective is to maintain a balance between continuity of funding and flexibility. The following are the contractual maturities of financial liabilities:

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

23. Financial risk management objectives and policies (continued)

Consolidated - 2013 Trade and other payables Interest bearing liabilities Receivables Consolidated - 2012 Trade and other payables Interest bearing liabilities Receivables	Carrying amount Contractual cash flows 6 months or less $ $ $ 138,354 - 138,354 96,149 96,149 23,717
	234,503 96,149 162,071
	81,484 81,484 81,484
	81,484 81,484 81,484
	Carrying amount Contractual cash flows 6 months or less $ $ $ 360,406 - 360,406 143,603 143,603 40,576
	504,009 143,603 400, 982
	277,008 277,008 277,008
	277,008 277,008 277,008

Fair value of financial assets and liabilities

The fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities of the Group is equal to their carrying value.

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The management of the Group’s capital is performed by the board.

The capital structure of the Group consists of net debt ( trade payables and provisions detailed in notes 12, 13, & 14 offset by cash and bank balances) and equity of the Group (comprising issued capital, reserves, offset by accumulated losses detailed in notes 15, 16 & 17).

The Group is not subject to any externally imposed capital requirements. To date the board has ensured that sufficient funds are available to meet its projected 18 months commitments. None of the Group’s entities are subject to externally imposed capital requirements.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

24. Key management personnel disclosures

(a) Key management personnel compensation

Short-term employee benefits Post-employment benefits Share-based payments	2013 2012 $ $ 504,744 616,968 21,600 31,650 - 29,388
	526,344 678,006

Detailed key management personnel compensation disclosures are provided in the Remuneration Report which forms part of the Directors’ Report and has been audited.

(b) The following were key management personnel of the Company at any time during the reporting period:

Directors

Oscar Aamodt Sofia Bianchi Lindsay Dudfield Anthony Ho

Executives

Kevin Cassidy (Chief Executive Officer)

Bernard Crawford (Chief Financial Officer and Company Secretary)

(c) Individual directors and executives compensation disclosures

Apart from details disclosed in this note, no director has entered into a material contract with the Group since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end.

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

24. Key management personnel disclosures (continued)

(e) Options holdings

Opening Balance 1 July Granted as remuneration 400,000 - 200,000 -	Options exercised Net change other Balance at 30 June Vested but not exercisable Vested and exercisable - - 400,000 - 400,000 - - 200,000 - 200,000	Vested during the year - -
600,000 -	- - 600,000 - 600,000	-
- 400,000 - 200,000	- - 400,000 - 400,000 - - 200,000 - 200,000	400,000 200,000
- 600,000	- - 600,000 - 600,000	600,000

(f) Shareholdings

2013 Directors O Aamodt L Dudfield Executives K Cassidy B Crawford 2012 Directors O Aamodt L Dudfield W Davies(1) R Brierley(1) J Arbuckle(1) Executives B Crawford	Opening Balance 1 July Granted as remuneration Options exercised Net change other Balance at 30 June 133,334 - - 146,800 280,134 18,114,907 - - - 18,114,907 - - - 100,000 100,000 400,000 - - 200,000 600,000
	18,648,241 - - 446,800 19,095,041
	- - - 133,334 133,334 10,054,000 - - 8,060,907 18,114,907 816,500 - - - 816,500 200,000 - - (100,000) 100,000 3,788,000 - - - 3,788,000 90,000 - - 310,000 400,000
	14,948,500 - - 8,404,241 23,352,741

(1) Resigned 25 November, 2011

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

25. Share based payments

Share option plan

The Group has an Incentive Option Scheme (“Scheme”) for executives and employees of the Group. In accordance with the provisions of the Scheme, as approved by shareholders at a previous annual general meeting, executives and employees may be granted options at the discretion of the directors.

Each employee share option converts into one ordinary share of Alchemy Resources Limited on exercise. No amounts are paid or are payable by the recipient on receipt of the option. The options carry neither rights of dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

Options issued to directors are not issued under the Scheme but are subject to approval by shareholders.

Details of share-based payment arrangements in existence during the reporting period are disclosed in the Remuneration Report which forms part of the Directors’ Report and has been audited.

Fair value of share options granted during the year

No share options were granted during the year.

Movements in share options during the year

Movement in the number of share options held by directors, employees and advisors:

Outstanding at the beginning of the year Granted and vested during the year Cancelled 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 2012 No. of options Weighted average exercise price $ No. of options Weighted average exercise price $ 3,200,000 0.40 2,800,000 0.38 - - 1,400,000 0.40 (425,000) 0.40 - - - - - - (1,800,000) 0.40 (1,000,000) 0.37	2013 2012 No. of options Weighted average exercise price $ No. of options Weighted average exercise price $ 3,200,000 0.40 2,800,000 0.38 - - 1,400,000 0.40 (425,000) 0.40 - - - - - - (1,800,000) 0.40 (1,000,000) 0.37
	975,000 0.40 3,200,000	0.40
	975,000 0.40 3,200,000	0.40

The weighted average remaining contractual life of share options outstanding at the end of the year was 1.83 years (2012: 1.63 years).

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

25. Share based payments (continued)

	Expenses arising from share-based payment transactions
			2013	2012
			$	$
	Options issued under the employee option plan		-	68,572
			-	68,572
	Share options outstanding at the end of the year
	Share options issued and outstanding at the end of the year	have the following exercise		prices:
	Expiry Date	Exercise	2013	2012
		price	No.	No.
		$
	30 September 2012	0.25	-	750,000
	30 June 2013	0.50	-	1,050,000
	30 April 2015	0.40	975,000	1,400,000
			975,000	3,200,000
			Consolidated
			2013	2012
			$	$
26.	Reconciliation of cash flows from operating activities
	Cash flows from operating activities
	Loss for the period	(2,132,950)		(1,405,336)
	Non-cash flows in profit/(loss):
	- Depreciation		106,243	101,047
	- Loss on sale of assets		-	686
	- Share based remuneration		-	68,572
	- Exploration expenditure write-off		1,571,675	69,658
	Changes in assets and liabilities
	- Decrease/(increase) in trade receivables		171,469	(75,691)
	- Decrease/(increase) in prepayments		3,379	7,689
	- Increase/(decrease) in trade creditors and accruals		(6,646)	(121,937)
	- Increase/(decrease) in provisions		(7,876)	(3,914)
	Net cash used in operating activities		(294,706)	(1,359,226)

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

26. Reconciliation of cash flows from operating activities (continued)

Non-cash investing and financing activities

There were no non-cash investing and financing activities during the year. During the year ended 30 June 2012 the Company issued $3.5 million worth of shares (26,923,077 shares) to Grosvenor Gold Pty Ltd’s nominee to acquire various tenements adjacent to the Company’s tenements in the Bryah Basin and settle litigation.

27. Joint ventures

The Company has an interest in the following joint ventures :

		Equity	Interest	Carrying	Value
		2013	2012	2013	2012
		%	%	$	$
Murchison Project JV	Gold Exploration	80	80	589,768	1,335,057
Bryah Basin Project JV	Copper Gold	80	80	2,831,240	2,479,943
	Exploration

The Company’s aggregate interests in the assets and liabilities of the joint ventures are reflected in the following asset and liability categories in the financial statements. The contingent liabilities and commitments in respect thereto are referred to in notes 20 and 22 respectively.

Non-Current Assets Exploration and evaluation Share of net assets employed in joint ventures	Carrying Value 2013 2012 $ $ 3,421,008 3,815,000
	3,421,008 3,815,000

28. Related party disclosure

The consolidated entity has the following investments in subsidiaries:

		Country of	Investment	Investment
	Class	incorporation	at cost	at cost
			2013	2012
			$	$
Parent Entity
Alchemy Resources Limited	Ord	Australia	-	-
Controlled Entity
Alchemy Resources (Murchison) Pty Ltd	Ord	Australia	100	100
Alchemy Resources (Three Rivers) Pty Ltd	Ord	Australia	100	100
Goldtribe Corporation Pty Ltd	Ord	Australia	1	1

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

29. Parent entity disclosure

Financial Position ASSETS Current Assets Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Non-Current Assets Exploration and evaluation Property, plant and equipment Financial asset Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Provisions Interest bearing liabilities Total Current Liabilities Non-Current Liabilities Interest bearing liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	2013 2012 $ $ 1,451,230 3,967,284 52,518 203,951 9,749 13,128
	1,513,497 4,184,363
	- - 246,507 350,914 2,287 2,287
	248,794 353,201
	1,762,291 4,537,564
	106,047 109,000 42,899 74,404 47,434 81,152
	196,380 264,556
	48,715 62,451
	48,715 62,451
	245,095 327,007
	1,517,196 4,210,557
	27,932,586 27,932,586 419,456 419,456 (26,834,846) (24,141,485)
	1,517,196 4,210,557

Alchemy Resources Limited Annual Report 2013

Notes to the Consolidated Financial Statements For the year ended 30 June 2013

30. Parent entity disclosure (continued)

Financial Performance Profit / (loss) for the year Other comprehensive income Total comprehensive profit / (loss)	2013 2012 $ $ (2,693,361) (8,028,544)
	(2,693,361) (8,028,544)

Alchemy Resources Limited Annual Report 2013

Directors’ Declaration

The directors of Alchemy Resources Limited declare that:

(a) in the directors’ opinion the financial statements and notes set out on pages 33 to 71 and the Remuneration Report in the Directors’ Report are in accordance with the Corporations Act 2001 , including :
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance, for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations), Corporations Regulations 2001 and mandatory professional reporting requirements.
(b) the financial statements also comply with International Financial Reporting Standards as disclosed in note 2; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the chief executive officer and chief financial officer for the financial year ended 30 June 2013.

Signed in accordance with a resolution of the directors.

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Oscar Aamodt Chairman

Perth, Western Australia 17 September 2013

Alchemy Resources Limited Annual Report 2013

Tel: +8 6382 4600 38 Station Street Fax: +8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ALCHEMY RESOURCES LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Alchemy Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2013, consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated 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 consolidated entity comprising 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 2, 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 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Alchemy Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

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Opinion

In our opinion:

(a) the financial report of Alchemy Resources Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its 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 2.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 2b in the financial report, which indicates that the consolidated entity incurred a net loss after tax of $2,132,950 and had combined operating and investing cash outflows of $2,348,192 during the year ended 30 June 2013. These conditions, along with other matters as set forth in Note 2b, indicate the existence of a material uncertainty that may cast significant 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 at amounts stated in the financial statements.

Report on the Remuneration Report

We have audited the Remuneration Report included in 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 Alchemy Resources Limited for the year ended 30 June 2013 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

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Chris Burton Director

Signed in Perth, Western Australia Dated this 17[th] day of September 2013.

Additional Shareholders Information As at 16 September 2013

Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows.

1. Distribution of Holders of Equity Securities

Analysis of number of equity security holders by size of holding:

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total	Shares 131 247 242 669 195
	1,484

The number of holders of less than a marketable parcel of ordinary fully paid shares is 620.

2. Substantial Shareholders

Substantial shareholders (ie. shareholders who hold 5% or more of the issued capital):

	Number of	Percentage
	shares	held
Citicorp Nominees Pty Limited	26,952,577	17.18
Jindalee Resources Limited	17,469,759	11.14

3. Voting Rights

(a) Ordinary Shares

Each shareholder is entitled to receive notice of and attend and vote at general meetings of the Company. At a general meeting, every shareholder present in person or by proxy, representative of attorney will have one vote on a show of hands and on a poll, one vote for each share held.

(b) Options

No voting rights

4. Quoted Securities on Issue

The Company has 156,852,955 quoted shares on issue. No options on issue by the Company are quoted.

5. On-Market Buy Back

There is no current on-market buy back.

6. Unquoted Equity Securities

nquoted Equity Securities
					Number	Number of
					on issue	holders
Options exercisable at $0.40	on or before	30	April	2015	975,000	6

Alchemy Resources Limited Annual Report 2013

Additional Shareholders Information

As at 16 September 2013

7. Twenty Largest Holders of Quoted Ordinary Shares

Shareholder
Citicorp Nominees Pty Limited
Jindalee Resources Limited
Grandor Pty Limited
Mrs Stella Emily Downey
Mr Richard Barry
Canaccord Capital (Australia) Pty Ltd
Kale Capital Corporation Ltd
KE & PW Holdings Pty Ltd
Bouta Pty Ltd
Wythenshawe Pty Ltd
Wavet Fund No 2 Pty Ltd
Prodigy Management Pty Ltd
Novus Capital Limited
Denton Pty Ltd
Bart Superannuation Pty
Mrs Claire Elizabeth Arbuckle
Warramboo Holdings Pty Ltd
Mr Cossimo Russo & Mrs Susan Lydia Russo
Prince Family Pty Ltd
Dr Colin Rose

Number of
shares
Percentage
held
26,952,577
17.18
17,469,759
11.14
7,394,213
4.71
4,592,750
2.93
4,000,000
2.55
2,785,500
1.78
2,450,795
1.56
2,000,000
1.28
1,653,573
1.05
1,600,000
1.02
1,410,000
0.90
1,266,667
0.81
1,218,750
0.78
1,200,000
0.77
1,119,230
0.71
1,002,500
0.64
1,000,000
0.64
1,000,000
0.64
870,407
0.55
788,553
0.50

81,775,274
52.13

Alchemy Resources Limited Annual Report 2013

Tenement Schedule

PROJECT/	Holder	JV Partner	Alchemy
Tenement			Equity %
BRYAH BASIN
E52/1668	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
E52/1678	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
E52/1722	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
E52/1723-I	Alchemy Resources (Three Rivers) Pty Ltd		100(2)
E52/1730	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
E52/1731	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/1810	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/1852	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/1881	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/2360	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/2361	Alchemy Resources (Three Rivers) Pty Ltd		100
E52/2362	Alchemy Resources (Three Rivers) Pty Ltd		100
L52/116	Alchemy Resources (Three Rivers) Pty Ltd		100
L52/117	Alchemy Resources (Three Rivers) Pty Ltd		100
L52/118	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/685	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/722	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/723	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/737	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/753	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/795	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/796	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/797	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/844-I	Alchemy Resources (Three Rivers) Pty Ltd		100
M52/1049	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1167	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
P52/1168	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
P52/1195	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
P52/1196	Alchemy Resources (Three Rivers) Pty Ltd	Jackson Minerals Pty Ltd	80(1)
P52/1199	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1200	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1314	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1315	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1316	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1317	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1318	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1320	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1321	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1322	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1323	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1327	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1365	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1425	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1427	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1428	Alchemy Resources (Three Rivers) Pty Ltd		100
P52/1429	Alchemy Resources (Three Rivers) Pty Ltd		100

Alchemy Resources Limited Annual Report 2013

Tenement Schedule

PROJECT/	Holder	JV Partner	Alchemy
Tenement			Equity %
MURCHISON
E20/507	Alchemy Resources (Murchison) Pty Ltd	Jindalee Resources Ltd	80(3)
E20/549	Alchemy Resources (Murchison) Pty Ltd	Jindalee Resources Ltd	80(3)
E20/594	Alchemy Resources (Murchison) Pty Ltd	Jindalee Resources Ltd	80(3)
E20/610	Alchemy Resources (Murchison) Pty Ltd	Jindalee Resources Ltd	80(3)
E20/667	Alchemy Resources (Murchison) Pty Ltd		100
E20/748	Alchemy Resources (Murchison) Pty Ltd		100
E51/859	Alchemy Resources (Murchison) Pty Ltd		100
P51/2632	Alchemy Resources (Murchison) Pty Ltd		100

Notes: (1) Jackson Minerals Pty Ltd retains a 20% interest free carried to decision to mine. (2) Excludes iron ore rights.

(3) Jindalee Resources Limited retains a 20% interest free carried to decision to mine.

Alchemy Resources Limited Annual Report 2013

AI assistant

ALCHEMY RESOURCES LIMITED — Annual Report 2013

64369_rns_2013-09-16_642050ea-b008-4fbc-b87e-577535e9217b.pdf

ABN 17 124 444 122

ANNUAL REPORT

Corporate Directory

Directors

Company Secretary

Registered & Principal Office

Auditors

Bankers

Share Registry

Securities Exchange Listing

Contents

Dear Shareholders

BRYAH BASIN PROJECT EXPLORATION FOCUS AND ACTIVITIES

Copper-Gold

Gold

Corporate

Chairman’s Letter

Oscar Aamodt Chairman

Review of Activities

Key Investment Highlights

Review of Activities

BRYAH BASIN PROJECT

(100% or 80% Alchemy Resources Ltd)

Geological, geophysical and geochemical investigations

Review of Activities

Targeted Aircore and RC drilling

Review of Activities

Geophysical and geochemical copper-gold targets

Review of Activities

Hermes and Wilgeena Gold Deposits

Review of Activities

Central Bore Gold Prospect

Review of Activities

‘Gold-only’ targets – regional assessment

Review of Activities

Review of Activities

Murchison Project

(100% or 80% Alchemy Resources Ltd)

Competent Person’s Statement

Directors

Oscar Aamodt, FCIS - Non Executive Chairman

Other current directorships

Former directorships in last 3 years

Special responsibilities

Sofia Bianchi, BA, MBA – Non-Executive Director

Other current directorships

Directors’ Report

Former directorships in last 3 years

Special responsibilities

Lindsay Dudfield, B.Sc., - Non-Executive Director

Other current directorships

Former directorships in last 3 years

Special responsibilities

Anthony Ho - Non-Executive Director

Other current directorships

Former directorships in last 3 years

Special responsibilities

Company Secretary

Bernard Crawford B.Com, CA, MBA, ACIS

Directors’ Interests in the Shares and Options of the Company

Directors’ Meetings

Principal Activities

Operating and Financial Review

Financial Performance

Financial Position

Significant Changes in the State of Affairs

Matters Subsequent to the End of the Financial Year

Likely Developments and Expected Results of Operations

Environmental Regulation

Dividends

Proceedings on Behalf of the Consolidated Entity

Options over Unissued Capital

Indemnification and Insurance of Directors and Officers

Non-Audit Services

Auditor’s Independence Declaration

Remuneration Report (Audited)

Non-Executive Directors

ALCHEMY RESOURCES LIMITED Annual Report 2013