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AUSQUEST LIMITED Annual Report 2011

Sep 21, 2011

64406_rns_2011-09-21_40640d87-d9c9-456c-9e55-66cbe318703c.pdf

Annual Report

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AUSQUEST LIMITED

ABN 35 091 542 451

Annual report for the financial year ended 30 June 2011

Annual financial report for the financial year ended 30 June 2011

Page
Corporate directory 2
Managing Director’s Exploration report 3
Corporate governance statement 9
Directors’ report 15
Auditor’s independence declaration 22
Independent auditor’s report 23
Directors’ declaration 25
Consolidated statement of comprehensive income 26
Consolidated statement of financial position 27
Consolidated statement of changes in equity 28
Consolidated statement of cash flows 29
Notes to the financial statements 30

AusQuest Ltd Corporate directory

Corporate directory

Board of Directors

Mr Greg Hancock Non‐Executive Chairman Mr Graeme Drew Managing Director Mr John Ashley Executive Director Mr Chris Ellis Non‐Executive Director Mr Craig Moulton Non Executive Director

Company Secretary

Mr Darren Crawte

Registered Office

C/‐MGI Perth, Level 7, the Quadrant, 1 William Street, Perth WA 6000

Principal Office

8 Kearns Crescent Ardross WA 6153 Telephone: (61 8) 9364 3866 Facsimile: (61 8) 9364 4892 Website : www.ausquest.com.au

Auditors

HLB Mann Judd Level 4, 130 Stirling Street Perth WA 6000

Share Registry

Advanced Share Registry Services Pty Ltd 150 Stirling Highway Nedlands WA 6009

Securities Exchange

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: AQD

2

AusQuest Ltd Exploration report

Operations Review – 2011 Annual Report

Highlights

Gold – West Africa (Comoe JV: AQD 80%)

  • New VMS‐style gold‐silver discovery made at the Phaco Hill prospect within the highly prospective Banfora Greenstone Belt in Burkina Faso, West Africa.

  • At least three gold‐silver bodies identified within a large alteration system at Phaco Hill – all of which are poorly defined below 100 metres depth.

  • High‐grade gold intersections at Phaco Hill include:

  • 9 metres @ 3.86g/t Au (including 4m @ 6.94g/t Au)

  • 15 metres @ 2.65g/t Au (including 3m @ 9.66g/t Au)

  • 17 metres @ 3.55g/t Au (including 6m @ 8.5g/t Au)

  • 12 metres @ 4.92g/t Au (including 2m @ 13.5g/t Au)

  • 8 metres @ 7.75g/t Au

  • 2 metres @ 41.8g/t Au

  • Indications are that the mineralisation has similarities with gold VMS deposits in Canada based on the association of gold and silver with strong sulphide mineralisation and aluminous altered felsic volcanic host rocks.

  • Thick silver intersections including 20 metres @ 45.9g/t Ag, 36 metres @ 18.5g/t Ag, 16 metres @ 21.0g/t Ag, and 34 metres @ 10.4g/t Ag reported from Phaco North.

  • Several extensive gold‐bearing structures defined west of Phaco Hill where broad zones (50 to 100m) of anomalous gold were intersected by initial drilling.

  • Potential new gold system located at the Sangigee prospect , 3km north of Phaco Hill, with further gold targets remaining to be tested south of Phaco.

  • AusQuest’s equity in the Comoe Joint Venture was increased from 51% to 80%.

Manganese – Western Australia

  • Thick manganese mineralisation including 37m @ 4.6% Mn, 38m @ 2.9% Mn, 99m @ 3.1% Mn, 80m @ 2.75% Mn intersected by wide‐spaced RC drilling at several prospects within the Stanley Project, east of Wiluna in WA.

  • Extensive targets outlined in the vicinity of these intersections by VTEM surveys, providing a focus for further drilling at the Stanley Project. RC drilling scheduled for the December 2011 Quarter .

Gold and Base Metals (Australia)

  • Five gold (+/‐ Ag, Cu, Zn) targets defined by wide‐spaced RAB drilling at the Dundas Project, located 100km east of Norseman.

  • Gold values of up to 0.8g/t Au and silver values up to 13g/t Ag reported within weathered bedrock. RC drilling planned for the December 2011 Quarter.

  • Strong VTEM anomalies located within mapped ultramafic rocks at the Mt Ramsay Nickel Project in the Kimberley region of WA, reflecting potential massive nickel sulphide targets.

  • Diamond drilling of the Caroline EM target within the Plenty River Project, located east of Alice Springs (NT), scheduled to commence in September 2011. The Company successfully obtained funding assistance for this program under the NT Government’s ‘Drilling Collaborations Program’.

Copper‐Gold (Peru)

  • Agreement reached with Cliffs Natural Resources to jointly explore for Iron Oxide Copper Gold (IOCG) deposits in south‐ western Peru. A binding joint venture agreement is being finalised.

3

AusQuest Ltd Exploration report

Thirteen target areas identified from regional aeromagnetic data have already been secured under Prospecting Licence applications in Peru.

Overview

The 2011 financial year was another extremely active period for AusQuest on a number of fronts.

The Company commenced exploration in Burkina Faso, West Africa under a newly established joint venture with Endeavour Mining (formerly Etruscan Resources) and finalised an agreement with Cliffs Natural Resources (CNR) to search for Iron‐Oxide Copper‐Gold (IOCG) deposits in the south‐east coastal region of Peru, South America.

These offshore programs represent a diversification of the Company’s exploration interests into areas which are considered highly prospective for gold and base metals and under‐explored by comparison with much of Australia.

The initial 12‐month program in West Africa was successful, resulting in the discovery of what appears to be an emerging gold‐silver VMS deposit at our Phaco Hill prospect, with further work required to determine the full potential of the region.

In Peru, tenement applications were submitted covering target areas identified by detailed aeromagnetic surveying in areas previously unexplored using this technology. The Company plans to commence field work during the 2012 financial year with CNR helping to fund these programs.

In Australia, exploration focused on the Company’s manganese project at Stanley in Western Australia, where broad spaced drilling highlighted the potential for manganese within the Earaheedy Basin sediments, and at Dundas (also in WA), where initial shallow drilling located anomalous gold values in weathered bedrock indicative of possible deeper mineralisation.

Definitive drill programs are being planned for both areas over the coming months.

Elsewhere, drill targets remain to be tested at Plenty River (Northern Territory) commencing in September 2011, and Mount Ramsay (Kimberley, WA), where high priority nickel sulphide targets have been identified.

During the year, a new nickel project was secured at Earoo (Yilgarn, WA) and new IOCG projects were secured at Teriwa (Queensland) and Finke (SA), where prospect identification work is planned to locate targets for drilling in 2012.

Gold West Africa – Comoe Joint Venture

During the financial year, the Company increased its equity in the Comoe Joint Venture in West Africa from 51 per cent to 60 per cent by expenditure of $2 million. In September 2011, the Company further increased its equity to 80% by the sole funding of an additional $5 million of expenditure. Endeavour Mining (formerly Etruscan Resources) retains a 20 per cent contributing interest in the project.

The Comoe Joint Venture area, which covers seven Exploration Permits (a total area of 920km²) and two Permit applications, is located in the south‐west corner of Burkina Faso, West Africa within a NNE trending greenstone belt, approximately 20km east of the town of Banfora.

This area is relatively unexplored except for extensive surface sampling which was undertaken by Endeavour prior to the formation of the Joint Venture, and scattered artisanal gold workings which occur along the belt.

Burkina Faso continues to emerge as a significant new West African gold province and is currently attracting significant investment in exploration and mining by a number of Australian, Canadian and International companies.

During 2011, AusQuest’s exploration efforts were mainly concentrated within the Komoe tenement, where programs of RC (15,000m) and diamond (7,000m) drilling as well as detailed soil sampling (7,500 samples), airborne and ground EM surveys (1200km) and geological mapping were carried out to evaluate the potential of the area.

The main focus of this work was in the Phaco Hill area where limited previous drilling had suggested the presence of a large mineralized gold system within highly altered (aluminous/siliceous) felsic volcanic rocks.

At least three separate gold bodies (Phaco South, Phaco North and Phaco East) were identified by the 2011 drilling program; however, all are poorly defined and remain open in all directions, especially at depths below 100 metres.

The high‐grade gold zones are generally associated with significant sulphide mineralisation (pyrite and pyrrhotite) including narrow (<1m) massive sulphide lenses and thicker zones (tens of metres) of stringer‐style sulphide mineralisation. The gold is closely associated with localised silicification and widespread aluminous alteration of the felsic volcanic host‐rocks.

High gold and silver grades were returned from at least 10 drill holes at Phaco South and Phaco North, with large thicknesses (50 to 120 metres) of anomalous gold (>0.2g/t Au) and silver (>2g/t Ag) returned from Phaco North and Phaco East, confirming the scale and continuity of the gold‐silver system.

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AusQuest Ltd Exploration report

Better silver intersections returned from Phaco North included 20 metres @ 45.9g/t Ag, 36 metres @ 18.5g/t Ag, 16 metres @ 21.0g/t Ag, and 34 metres @ 10.4g/t Ag.

Results show that higher silver grades (+10g/t Ag) are often associated with high gold grades (+1g/t Au), implying that the potential in‐ ground value of gold bodies at Phaco could be enhanced by silver credits.

Further high grade gold shoots are considered likely at Phaco Hill given the nature of the mineralisation found to date. High grade gold (+ silver) results from Phaco Hill are included in the following table:

Prospect Hole No From(m) To(m) Int(m) Au(g/t) Ag (g/t)
Phaco North KPRC001 61 63 2 2.51 389
KPHD03 133 150 17 2.35 24.4
KPHD011 154 169 15 2.65 10.6
(including 164 167 3 9.66 10.3)
Phaco South KPHD07 146 155 9.0 3.86 10.1
(including 150 154.16 4.16 6.94 12.3)
KPHD014 259 276 17 3.55 9.8
(including 267 273 6 8.5 17.1)
KPRC030 97 105 8 7.75 5.4
KPRC041 38 40 2 41.80 3.6
KPRC051 104 113 9 3.91 5.4
KPRC052 44 56 12 4.92 2.4
(including 46 48 2 13.5 2.0)
KPRC053 50 61 11 3.12 9.0
Phaco South Ext KPRC067 12 18 6 4.60 1.2

The gold‐silver mineralisation at Phaco Hill is believed to have similarities with large‐scale gold‐bearing VMS systems in Canada – notably LaRonde‐Penna, which is a multi‐million ounce underground gold resource – highlighting the potential of the Phaco Hill discovery.

The results of airborne and ground‐based electromagnetic (EM) surveys, including down‐hole EM (DHEM), outlined a number of sulphide targets which formed the basis for siting drill‐holes at Phaco Hill and several of the surrounding prospects with mixed success.

Limited drilling of EM targets outside of Phaco Hill has so far yielded anomalous gold results from three of the eight targets tested but no economic intersections.

At the Sangigee prospect, an RC drill‐hole intersected strong sulphide mineralisation containing anomalous gold values (32 metres @ 0.15g/t Au) within an altered mafic volcanic, suggesting the potential for a new gold system 3km north of Phaco Hill.

At the Karite prospect, anomalous gold values associated with graphitic/sulphidic sediments within a volcanic sequence were reported from two of the six EM targets drilled, suggesting a different style of mineralisation in this area south of Phaco Hill.

Outside of the Phaco Hill area, compilation of detailed aeromagnetic and soil geochemical data also identified a range of structural gold targets both within the Komoe tenement and within other tenements that make up the Comoe Joint Venture.

At the Siniko Central and Siniko West prospects, wide intercepts (>40 metres) of anomalous gold (0.2 to 0.5g/t Au) from broad‐spaced RC drill traverses highlight the potential for extensive (>10km) gold‐bearing structures immediately west of Phaco Hill. The Company is currently prioritising targets along these structures ahead of further planned drill testing in 2012.

Structural gold targets identified at Diarabokoko, Finkere, Tiefora and Tondoura will also be followed up as part of the 2012 program.

The Company is pleased with the progress currently being made by the Comoe Joint Venture and plans to progress its exploration efforts in West Africa during 2012.

Manganese (Australia)

During the 2011 financial year, the Company’s search for a new manganese province switched from the Table Hill Project to the Earaheedy Basin, where early exploration results from the Stanley Project have provided encouragement – suggesting the potential for stratabound mineralisation in this area east of Wiluna in Western Australia.

Stanley Project (100% AQD)

The Stanley Project, which covers an area of approximately 4,600km², is located 170km east of Wiluna within the Earaheedy Basin. High‐grade manganese (20% to 48% Mn) was reported from surface sampling along both the southern and northern margins of the Basin, highlighting the potential for widespread stratabound mineralisation in the area.

5

AusQuest Ltd Exploration report

Broad‐spaced reconnaissance RC drilling (62 holes/5,000m) at three prospects returned thick intersections of anomalous manganese within limestones and dolomitic siltstone units at various stratigraphic intervals within the sedimentary sequence.

Drill traverses were generally several kilometres apart with prospects located at widespread intervals around the Basin.

Better intersections included 37m @ 4.6% Mn and 38m @ 2.9% Mn from the Windida Prospect, 99m @ 3.09% Mn and 80m @ 2.75% Mn from the Niminga Prospect and 5m @ 7.6% Mn from Dome, highlighting the extensive nature of manganiferous sediments in the area.

Petrological examination of the drill chips indicate a possible hydrothermal origin for the manganese oxides, suggesting that structures within or marginal to the Basin should be priority targets for manganese accumulations.

VTEM surveys covering three structurally complex areas were subsequently completed, outlining strong linear EM responses in each area, reflecting possible accumulations of manganese and/or clay along interpreted structures within the sedimentary sequence.

Detailed gravity surveys and a shallow RC drilling program have been designed to test these targets before the end of 2011.

Table Hill (100% AusQuest)

During the year, tenements within the Table Hill Project were rationalised with low priority areas relinquished and surface sampling completed over the remaining areas that were still considered prospective for shallow manganese.

Assay results from these surveys outlined a large coherent manganese anomaly that was subsequently tested by shallow bedrock drilling in August 2011. While assay results are still pending, there were no obvious signs of manganese mineralisation reported from this program. Further work in this area is pending results of the drill program.

Gold and Base Metals (Australia)

The Company’s focus during 2011 was to advance the Dundas Gold Project east of Norseman (WA) to the target drilling stage and drill test targets already identified at the Savory (WA) and Caroline (NT) prospects. Drilling at Caroline will commence in September 2011.

During the year, new nickel sulphide prospects were also identified at Mount Ramsay (Kimberley, WA) and Earoo (Yilgarn, WA) and IOCG projects acquired at Teriwa (Qld) and Finke (SA).

Dundas Project (100% AusQuest)

The Dundas Gold Project is located approximately 100km east‐south east of Norseman in WA and covers an area of ~1,100km² within a structurally complex region, 200km south west of the world‐class Tropicana gold discovery.

During the year, wide spaced RAB drilling (698 holes/24,350m) tested eight gold‐copper targets outlined by regional surface sampling during 2010. Five of the targets reported anomalous gold (+/‐ Ag, Cu, Zn) with gold values up to 0.8g/tAu and silver values up to 13g/tAg within weathered bedrock and/or the overlying saprolite.

Targets defined by the RAB program vary in strike length from 400m to 1.8km, and are confined to the western margin of a dome‐like feature evident in the aeromagnetic data. Follow‐up RC drilling is planned for the December 2011 Quarter.

Plenty River (100% AusQuest)

The Plenty River Project is located approximately 250km east of Alice Springs in the Northern Territory and approximately 80km east of Mithril’s Basil Copper Project, which demonstrates the potential for new base metal discoveries in this unexplored region.

Caroline represents a discrete late time EM anomaly and associated gravity response, indicative of a relatively large conductive body (sulphide mineralisation) located at depths of approximately 500 metres.

Initial drilling at Caroline in late 2009 intersected large thicknesses of sulphide‐bearing sediments and occasional narrow sulphide‐ bearing veins (~10cm) containing anomalous metals (up to 2,968ppm lead, 1,883ppm copper, 1,208ppm zinc, 45ppb gold and 16g/t silver) above the target depth subsequently defined by ground EM surveys.

Drilling at the Caroline prospect is scheduled to commence in September 2011 now that heritage clearances have now been obtained and a drilling contract is in place.

The Company’s application for funding assistance under the NT Government’s ‘Geophysics and Drilling Collaborations Program’ was successful and funding (up to $100,000) will be available to cover 50 per cent of the direct drilling costs.

Mount Ramsay (100% AusQuest)

During 2011 the Company acquired the Mount Ramsay Nickel Project which is located 120 kilometres west of Halls Creek in the Kimberley Region of WA.

6

AusQuest Ltd Exploration report

The Project straddles the Halls Creek Mobile Zone and contains mafic intrusive rocks that are believed to have potential to host nickel sulphide mineralisation similar to that found at the world‐class Voiseys Bay Project in Canada. The Company has secured 930km² under granted title and a further 180km² under application in this area.

Airborne EM surveys (VTEM) completed over portions of the tenements highlighted several strong discrete EM responses, which could reflect massive sulphide mineralisation.

The anomalies occur within mapped ultramafic rocks around the margin of a large gabbroic body as shown on the available geological maps, making them high priority targets for nickel sulphide mineralisation.

The Company is currently negotiating access to the area to allow field work to commence.

Earoo (100% AusQuest)

The Earoo Project, which is located approximately 130km northwest of Southern Cross in the Yilgarn region of WA, covers a large mafic intrusion which forms part of the Warakurna Large Igneous Province (WLIP) that elsewhere is considered to be prospective for nickel sulphide mineralisation.

The interpreted sill is relatively flat‐lying and appears to be structurally undisturbed, suggesting that potential nickel sulphide targets – which are most likely to occur near the base of the sill – could be present near the outer margins of the intrusion.

During 2011 an airborne EM (VTEM) survey was completed over the prospect identifying five EM targets within the intrusion that reflect possible massive nickel sulphide targets. Ground EM surveys are in progress to confirm these anomalies and optimise sites ahead of drilling.

Savory (100% AusQuest)

Diamond drilling of the Sav08 EM/magnetic target within the Savory Nickel Project intersected a thick mafic intrusive between 18 and 271 metres down hole, but no signs of significant mineralisation were evident in the core. The tenement has since been relinquished.

Diamantina Project (100% AusQuest)

A second deep penetrating MIMDAS IP survey over the Machattie prospect at Diamantina failed to confirm the original survey results which inferred a sizeable sulphide target at the contact of the Iron‐Oxide intrusive system below the Eromanga Basin sediments. No further work is planned in this area pending third party interest.

Other Prospects

During the year, the Company acquired two new IOCG projects, Teriwa in western Queensland and Finke in western South Australia.

The Teriwa project is located approximately 350km southwest of Mt Isa and 100km northwest of the Diamantina Project in western Queensland. It represents two Olympic Dam‐style geophysical targets at depths of approximately 300 ‐ 500 metres below the surface. A detailed gravity survey has been planned and will be used to identify targets for drilling in 2012 when the tenement is granted.

The Finke Project is located approximately 40km southwest of Tarcoola and 20km south of the Trans‐Australian Railway within the Yellabinna Regional Reserve in South Australia. The Company’s tenement covers a NNE trending structural zone containing up to seven discrete magnetic targets which are believed to reflect ironstone bodies with the potential to host copper and gold mineralisation.

The Company is currently negotiating access to the area to allow field work to commence.

Copper‐Gold (Peru)

During the year, the Company announced that it had entered into a non‐binding agreement with Cliffs Natural Resources Exploration Inc (CNR) to jointly fund the exploration and evaluation of potential Iron‐Oxide Copper‐Gold (IOCG) and other mineral deposits in south‐ western Peru, South America. Details of the agreement were reported to the ASX on the 3[rd] June 2011.

The final Joint Venture agreement is expected to be ready for signing in the near future.

A regional aeromagnetic survey has been undertaken to identify priority targets for acquisition. To date 103 Prospecting Licence applications have been submitted to secure 13 areas considered prospective for IOCG and other mineral deposits.

The Company is excited by the prospects that this agreement will bring and looks forward to exploring the mineral potential of Peru, which is relatively under‐explored considering its world‐class pedigree for major copper and gold deposits.

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AusQuest Ltd Exploration report

Iron Ore – Pilbara Region WA

On the 21[st] October 2010, the Company announced it had reached agreement with Dragon Energy (Dragon) to sell its two iron ore projects in the Pilbara.

Under the agreements, Dragon acquired the combined assets for a total purchase price of $7.5 million, which included a payment of $0.5 million for the Nameless Project (100% AQD) and $7.0 million for the Rocklea Project (75% AQD), resulting in net proceeds to the Company of $5.75 million from the sale.

To date the Company has received a payment of $3.875 million and, under the agreement, Dragon is required to make a further two cash payments of $1.5 million ($1.125 million to AQD) prior to 19[th] January 2012, and $1.0 million ($750,000 to AQD) prior to 19[th] January 2013 for the Rocklea Project. Should payment not be made, the tenement will revert to AusQuest and its Joint Venture partners.

Business Development

AusQuest continues to search for advanced exploration projects with definite signs of mineralisation and significant upside potential both within Australia and offshore which could add significant value to the Company.

Financial

AusQuest remains in a strong financial position with $12 million in cash (as at the end of June 2011) to underpin ongoing exploration activities, both in Australia and offshore.

The details contained in the Annual report that pertain to exploration results are based upon information compiled by Mr Graeme Drew, full time employee of AusQuest Limited. Mr Drew is a Fellow of the Australasian Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience in the activity which 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 Resources and Ore Resources’. Mr Drew consents to the inclusion of the report of the matters based on his information in the form and context in which it appears.

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AusQuest Ltd Corporate governance statement

Corporate governance statement

INTRODUCTION

The Company is committed to implementing sound standards of corporate governance. In determining what those standards should involve, the Company has had regard to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 2[nd] Edition 2007 (“Recommendations”).

Further information about the Company’s corporate governance practices is set out on the Company’s website at www.ausquest.com.au. In accordance with the ASX Principles and Recommendations, information published on the Company’s website includes charters (for the Board and its committees), the Company’s code of conduct and other policies and procedures relating to the Board and its responsibilities.

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1 – Establish and disclose the functions reserved to the board and those delegated to senior executives.

The board has established functions that are reserved for the board, as separate from those functions discharged by the Managing Director and are summarised in the Company’s Board Charter which is available on the Company’s website.

The Board retains responsibility for the following key areas:

  • (a) Providing leadership for and supervision of the Company’s senior management. The Board provides the strategic direction of the Company and regularly measures the progression by senior management of that strategic direction;

  • (b) overseeing the Company, including its control and accountability systems;

  • (c) appointing the chief executive officer, or equivalent, for a period and on terms as the directors see fit and, where appropriate, removing the chief executive officer, or equivalent;

  • (d) ratifying the appointment and, where appropriate, the removal of senior executives;

  • (e) approving the Company's policies on risk oversight and management, internal compliance and control, Code of Conduct , and legal compliance;

  • (f) satisfying itself that senior management has developed and implemented a sound system of risk management and internal control in relation to financial reporting risks and reviewed the effectiveness of the operation of that system;

  • (g) assessing the effectiveness of senior management's implementation of systems for managing material business risk including the making of additional enquiries and to request assurances regarding the management of material business risk, as appropriate;

  • (h) monitoring, reviewing and challenging senior management's performance and implementation of strategy;

  • (i) ensuring appropriate resources are available to senior management;

  • (j) approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;

  • (k) monitoring the financial performance of the Company;

  • (l) ensuring the integrity of the Company's financial and other reporting (with the assistance of the Audit Committee, if applicable) through approval and monitoring;

  • (m) providing overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company;

  • (n) appointing the external auditor (where applicable, based on recommendations of the Audit Committee) and the appointment of a new external auditor when any vacancy arises, provided that any appointment made by the Board must be ratified by shareholders at the next annual general meeting of the Company;

  • (o) engaging with the Company’s external auditors and Audit Committee;

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AusQuest Ltd Corporate governance statement

  • (p) monitoring compliance with all of the Company's legal obligations, such as those obligations relating to the environment, native title, cultural heritage and occupational health and safety; and

  • (q) make regular assessment of whether each non‐executive director is independent in accordance with the Company's Policy on Assessing the Independence of Directors .

The Managing Director is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. The Managing Director must also report to the Board in a timely manner on those matters included in the Company's risk profile, all relevant operational matters and any other material matter.

The functions and responsibilities of the Board compared with those delegated to management are reflective of the Recommendations.

The Managing Director is also responsible for appointing and, where appropriate, removing senior executives, including the chief financial officer and the company secretary, with the approval of the Board. The Managing Director is also responsible for evaluating the performance of senior executives.

Recommendation 1.2 – Disclose the process for evaluating the performance of senior executives.

The Remuneration Committee is charged with periodic review of the job description and performance of the Managing Director according to agreed performance parameters.

The Managing Director and senior executives were the subject of informal evaluations against both individual performance and overall business measures. These evaluations were undertaken progressively and periodically.

The Company’s website contains a section formally setting out the Company’s Process for Performance Evaluation.

Recommendation 1.3 – Provide the information in the guide to reporting on Recommendations.

The Company is not aware of any departure from Recommendations 1.1 or 1.2. Performance evaluations for senior executives have taken place in the reporting period in accordance with the process disclosed.

The board charter is publicly available at www.ausquest.com.au and it includes a description of what matters are reserved for the board or senior executives respectively.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

Recommendation 2.1 – A majority of the Board should be independent directors.

The Company did not have a majority of independent directors during the year. As at the year end, two out of the five directors are independent, namely Mr. Ellis and Mr. Hancock. Mr. Drew and Mr. Ashley are involved in the day to day running of the Company, and Mr. Ravenscroft a full time employee of Cliffs Natural Resources Pty Ltd, a substantial shareholder of the Company.

The Board considers that its current composition is the most appropriate blend of skills and expertise, relevant to the Company's business and is appropriate given the Company's current size and operations. The Board is aware of the importance of independent judgement and considers independence, amongst other things, when new appointments to the Board are made.

Recommendation 2.2 – The chairperson should be an independent director.

Mr Hancock, the Chairman of the company is an independent director.

Recommendation 2.3 –The roles of chairperson and chief executive officer should not be exercised by the same individual.

The role of the Chairperson is filled by Mr Hancock (Independent non‐executive Director).

The role of the Managing Director and CEO is filled by Mr Drew.

Recommendation 2.4 – The Board should establish a nomination committee.

The full Board performs the function of the Nomination Committee. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate nomination committee. The Board has adopted a nomination committee charter to assist it to fulfil its function as the nomination committee and this is available on the Company’s website.

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AusQuest Ltd Corporate governance statement

Recommendation 2.5 – Disclose the process for evaluating the performance of the Board, its committees and individual directors.

The Board is charged with Board and Board Committee membership, succession planning and performance evaluation, as well as Board member induction, education and development.

The Company has adopted policies and procedures concerning the evaluation and development of its directors, executives and Board committee. Procedures include an internal Board performance assessment, an induction protocol and ongoing discussions with regard to the performance of the Board and its directors.

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

Recommendation 2.6 – Provide the information indicated in Guide to reporting on Principle 2.

Contained in the Directors’ Report section of this Annual Report are details of the skills, experience and expertise held by each Director in office at the date of this Annual Report;

The terms of office, and their status as executive/non‐executive/independent, for each director for the year ended 30 June 2011 were as follows (with all directors noted as continuing in office as at 30 June 2011 and still being in office at the date of this annual report unless indicated otherwise):

Director Independence status Date of appointment
Greg Hancock Non‐executive/independent (appointed 16 September 2003)
Graeme Drew Executive/ non‐independent (appointed 15 February 2000)
John Ashley Executive/ non‐independent (appointed 15 February 2000)
Chris Ellis Non executive/ independent (appointed 2 November 2006)
Richard Mehan Non executive/ non‐independent (resigned 8 February 2011)
Peter Ravenscroft Non executive/ non‐independent (appointed 8 February 2011, resigned 5
August 2011)

The Company has accepted the definition of “independence” in the Recommendations in making the above assessments of independence.

The Company’s Corporate Governance Charter empowers a director to take independent professional advice at the expense of the Company.

In accordance with the Process for Performance Evaluation, an evaluation of Board Performance took place during the period in accordance with this process.

The Company’s procedure for the selection and appointment of new directors is available on the Company’s website along with a copy of the Nomination Committee Charter.

P RINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

Recommendation 3.1: Establish a code of conduct and disclose the code, or a summary as to:

  • 3.1.1 the practices necessary to maintain confidence in the company’s integrity;

  • 3.1.2 the practices necessary to take into account legal obligations and reasonable expectations of stakeholders;

  • 3.1.3 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company has established a formal code of conduct to guide the Directors, the Managing Director and the CFO (or equivalent) with respect to the practices necessary to maintain confidence in the Company’s integrity, the practices necessary to take into account legal obligations and reasonable expectations of stakeholders, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. The code of conduct is disclosed on the company’s website.

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AusQuest Ltd Corporate governance statement

Recommendation 3.2: Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving diversity for the board to assess annually both the objectives and progress in achieving them.

The Company’s policy regarding diversity is set out on the Company’s website.

The Company’s diversity policy does not include measureable objectives as the Board believes that the Company will not be able to successfully meet these given the size and stage of development of the Company.

Recommendation 3.3: Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.

Given the size of the Company the Directors do not consider it appropriate to set measurable objectives in relation to diversity. Notwithstanding this the Company strives to provide the best possible opportunities for current and prospective employees of all backgrounds in such a manner that best adds to overall shareholder value and which reflects the values, principles and spirit of the Company’s Diversity Policy.

Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

For the 2011 financial year, the Company had a total of 2 women employees out of a total of 17 employees and contractors, however the Company had no women in senior executive positions or women on the Board.

Recommendation 3.5: Companies should provide the information indicated in the Guide to reporting on Principle 3. The Company is not aware of any departure from Recommendations 3.1 or 3.4.

The Company’s diversity policy does not include measureable objectives as the Board believes that the Company will not be able to successfully meet these given the size and stage of development of the Company.

The Company’s Code of Conduct and the Company’s diversity policy are publicly available on the Company’s website.

PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Recommendation 4.1, 4.2, 4.3 and 4.4: The Board should establish an Audit Committee.

The Board has established a separate Audit Committee comprising the two independent directors and an additional director. The Committee met three times during the year and attendances by committee members are recorded in the Directors’ Report.

Mr Ellis, the Chair of the Audit Committee, is an experienced mining executive with over 30 years experience in geology, exploration, mine planning and project development in Australia and overseas. Mr Hancock is also financially literate. All Audit Committee members have industry experience.

3 meetings were held during the year and attendances by committee members are recorded in the Directors’ Report.

A copy of the Company’s Audit Committee Charter is available on the Company’s website. The Company’s process for the selection, appointment and rotation of the Company’s external auditors is also available on the Company’s website.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1: Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of them.

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

Recommendation 5.2: Provide the information indicated in Guide to reporting on Principle 5.

The Company is not aware of any departure from Recommendations 5.1 or 5.2.

A summary of the Company’s policy on ASX Listing Rule Compliance is publicly available on the Company’s website.

12

AusQuest Ltd Corporate governance statement

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.

The Company has adopted policies formally setting out the Company’s communications strategy with its stakeholders including the effective use of electronic communications.

The board encourages the attendance of shareholders at the Shareholders’ Meetings and sets the time and place of each Shareholders Meeting to allow maximum attendance by shareholders.

Recommendation 6.2: Provide the information indicated in Guide to reporting on Principle 6.

Details of how the Company will communicate with its shareholders publicly is set out under the heading “Shareholder Communication Policy” which is publicly available on the Company’s website.

The Company is not aware of any departure from Recommendations 6.1 or 6.2.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

Recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.

The Board of Directors is responsible for overseeing and approving policies for the management and oversight of material business risks, internal compliance and internal controls. The objectives of AusQuest’s risk management program are contained in the Risk Management Policy which is available on the Company’s website.

Recommendation 7.2: The Board to require management to design and implement the risk management and internal control system to manage the Company’s material business risks, and report to it on whether those risks are being managed effectively. Board to disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.

The Company has in place a system of risk management that identifies and categorises and manages material business risks faced by the Company. A risk register is updated and tabled at appropriate Board meetings throughout the year. Key risks addressed include

  • Occupational Health and Safety;

  • Protection of assets;

  • Market risk;

  • Liquidity risk; and

  • Compliance risk.

The Board has delegated responsibility for establishing and maintaining effective management strategies for material business risk to the Managing Director and senior executives. The Board requires that the senior executive team report on at least a quarterly basis as to the effectiveness of the Group’s risk management systems.

The Board recognises that no cost effective internal control system will preclude all errors and irregularities. The system is based upon written procedures, policies and guidelines, an organisational structure that provides an appropriate division of responsibility, and the selection and training of qualified personnel.

The Board of Directors review the business and financial risk management systems and internal control systems implemented by management to obtain reasonable assurance that the entity’s assets are safeguarded and that the reliability and integrity of its financial information is maintained. The Board will review, at least annually, the effectiveness of the Group’s risk management systems.

Recommendation 7.3: Board to disclose whether it has received assurance from the Managing Director (or equivalent) and the CFO (or equivalent) that the declaration provided in accordance with S.295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The Company’s Managing Director and CFO (or equivalent) provided the Board assurance in compliance with this Recommendation that the declaration provided in accordance with S.295A of the Corporations Act was founded on a sound system of risk management and internal control and that system was operating effectively in all material respects in relation to financial reporting risks.

13

AusQuest Ltd Corporate governance statement

Recommendation 7.4: Provide the information indicated in Guide to reporting on Principle 7.

The Company is not aware of any departure from Recommendations 7.1, 7.2 or 7.3 although notes it is continuing to develop and refine its risk management and internal control processes.

A copy of the Company’s policies on risk oversight and management of material business risks is publicly available under the heading “Risk Management Policy”.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1: The Board should establish a remuneration committee.

The Board has established a Remuneration Committee comprising the independent directors. 2 meetings were held during the year and attendances by committee members are recorded in the Directors’ Report.

Recommendation 8.2: The remuneration committee should be structured so that it:

  • consists of a majority of independent directors

  • is chaired by an independent chair

  • has at least three members.

The remuneration committee consists of a majority of independent directors, is chaired by an independent chair, namely Mr. Greg Hancock, and does have at least 3 members.

Recommendation 8.3: Clearly distinguish the structure of non‐executive directors’ remuneration from that of executive directors and senior executives.

The structure of non‐executive remuneration is clearly distinguishable from that of executive directors and senior executives.

The level of remuneration packages and policies applicable to directors are detailed in the Remuneration Report which forms part of the Directors’ Report to this Annual Report.

Recommendation 8.4: Provide the information indicated in Guide to reporting on Principle 8

Non‐ Executive Director Retirement Benefits

Non‐executive directors are entitled to statutory superannuation. There are no other schemes for retirement benefits for non‐executive directors.

Limiting Risk

Directors are prohibited from entering into transactions which limit the risk of participating in unvested entitlements under any equity based remuneration scheme.

Information Publicly Available

The Company’s website contains a section formally setting out the Remuneration Committee Charter which is used by the Board when considering matters relevant to a Remuneration Committee.

14

AusQuest Ltd Directors’ report

Directors’ report

The Directors of AusQuest Ltd herewith submit the annual financial report of the Company and the entities it controlled (“Consolidated Entity”) for the financial year ended 30 June 2011. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Information about Directors and senior management

The names and particulars of the Directors of the Company during or since the end of the financial year and up to the date of this report are noted below. Except where indicated, directors have held office during and since the end of the financial year:

Greg Hancock BA Econs, BEd Hons.,F.Fin

Non‐Executive Director and Chairman

Greg is an Executive Director of Cooper Energy Ltd, an ASX listed oil and gas exploration and production Company. He has had over 20 years experience in capital markets practicing in the area of corporate finance. He maintains close links with the stockbroking and investment banking community on behalf of the Company.

Directorships held in listed companies over the last three years are as follows:

 Cooper Energy Limited – appointed 9 March 2001

Graeme Drew B.Sc.Hons., FAIMM, MASEG

Managing Director

Graeme has over 40 years experience in the exploration industry in Australia and overseas. Prior to co‐founding AusQuest Ltd he was an Exploration Manager for CRAE and Rio Tinto Exploration Pty Ltd in Western Australia (9 years) and Eastern Australia (4 years). He has wide experience in the search for, and evaluation of, most base and precious metals (notably nickel, gold, uranium, zinc and diamonds). Graeme has developed a passion for the ‘big picture’ and ‘big project’ generation which he strongly believes are the building blocks for successful exploration outcomes. He has been involved in discoveries at Kintyre (uranium), Admiral Bay (lead/zinc), Honeymoon Well (nickel) plus gold deposits at Kirkalocka, Whistler and Ellen Dam.

Graeme has held no other Directorships in listed companies over the last three years.

John Ashley B.Sc.Hons.,M.Sc., FAIMM, MSEG, MASEG, MAIG

Executive Director

John is a former Director of Southern Geoscience Consultants (SGC), which he established in 1985, and is a former Director of Aerodata Holdings and Conquest Mines NL (unlisted). John has over 4 decades experience as a geophysicist in the exploration industry with government agencies, exploration companies, and consulting companies and has worked in many countries. He has had significant involvement in discoveries of El Sherana West (uranium), Prieska (copper/lead/zinc), Red October, Ulysses (gold). As a co‐founder he now works solely for AusQuest Ltd.

John has held no other Directorships in listed companies over the last three years.

Christopher Ellis BSc (Hons)

Non‐Executive Director

Chris is an experienced mining executive with over 30 years experience in geology, exploration, mine planning and project development in Australia and overseas. He was a founding member and Executive Director of Excel Coal Limited which was the subject of a take‐over bid by the US coal giant Peabody Energy Inc, and has held senior positions within Shell Coal’s Exploration, BP Coal (London and USA), Agipcoal Australia and the Stratford Joint Venture.

Chris has held no other Directorships in listed companies over the last three years.

Craig Moulton

Non Executive Director (appointed on 5 August 2011 and previously acted as alternate director for Mr. Ravenscroft from 8 February 2011) appointed as non‐ executive director on 5 August 2011)

Craig holds a Bachelor of Science (Geology) with Honours from the University of Western Australia and has over 18 years experience in the mining industry in Australia and overseas. He is currently General Manager Exploration Asia Pacific for Cliffs Natural Resources. Prior to Cliffs, Craig held senior mining, development and exploration roles in Rio Tinto Iron Ore, Fujitsu Australia and Rio Tinto Copper Projects.

Craig has held no other Directorships in listed companies over the last three years.

Peter Ravenscroft M.Sc;FAIMM

Alternate Director for Mr Mehan (appointed as non‐executive director on 8 February 2011 and resigned on 5 August 2011)

15

AusQuest Ltd Directors’ report

Richard Mehan B.Econ;MAICD

Non‐Executive Director (resigned on 8 February 2011)

Company secretary

Darren Crawte LL.B (Hons), ACA, CA, MAICD

Darren is a qualified chartered accountant in both the UK and Australia and has worked within public practice for over 14 years, initially as an external auditor. He is currently a Director of Audit and Corporate services at MGI Perth, a mid tier accounting and business advisory practice, where he specialises in providing corporate advisory, financial accounting/audit management, transactional support, taxation and other back office services to junior listed companies. Darren has acted as Company Secretary to a number of companies in the junior resources sector having managed a number of these through an initial public offering.

Directors’ shareholdings

The following table sets out each Director’s relevant interest in shares, debentures, and rights or options in shares or debentures of the Company or a related body corporate as at the date of this report.

Directors Fully paid ordinary shares
Number
Share options
Number
Greg Hancock
1,058,000

Chris Ellis
10,668,658

John Ashley
6,071,630

Graeme Drew
4,747,241
1,000,000
Craig Moulton (i)

(i) Mr. Craig Moulton is a full time employee of Cliffs Natural Resources Pty Ltd (“Cliffs”). Cliffs hold 68,308,791 shares but Mr Moulton does not hold shares or options independently.

Remuneration of Directors and senior management

Information about the remuneration of Directors and senior management is set out in the Remuneration Report of this Directors’ report.

Share options granted to Directors and senior management

During and since the end of the financial year share options were granted to Directors or the five highest remunerated officers of the Consolidated Entity as part of their remuneration as follows (2010: Nil):

Directors Number of options granted Exercise Price Expiry Date
Graeme Drew 500,000 30 cents 30 November 2013
Graeme Drew 500,000 40 cents 30 November 2013

Principal activities

The principal activity of the Consolidated Entity was mineral exploration throughout Australia and Africa.

Review of operations

A review of the Consolidated Entity’s exploration projects and activities during the year are discussed in the Exploration Report included in this Annual Report.

The loss of the consolidated entity after income tax and after allocation to non‐controlling interests for the year was $10,487,100 (2010: $3,160,533).

Changes in state of affairs

During the financial year there was no significant change in the state of affairs of the consolidated entity other than as referred to in the financial statements or notes thereto.

Subsequent events

On 21 September 2011, the Company announced that it had increased its interest in the Banfora Gold Project from 60% to 80% following the Company successfully meeting its sole funding obligations under the Joint Venture with Endeavour Mining Limited.

Future developments

Disclosure of information regarding the 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.

16

AusQuest Ltd Directors’ report

Safety and environmental regulations

The Company is aware of its occupational health and safety and environmental obligations with regard to its exploration activities and ensures that it complies with all regulations when carrying out exploration work.

Dividends

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

Share options

Shares under option or issued on exercise of options

Details of unissued shares or interests under option as at the date of this report are:

Issuing entity Number of shares
under option
Class of shares Exercise price of option Expiry date of options
AusQuest Ltd
500,000
Ordinary
30 cents each
31 January 2012
AusQuest Ltd
1,250,000
Ordinary
35 cents each
31 December 2012
AusQuest Ltd
500,000
Ordinary
30 cents each
30 November 2013
AusQuest Ltd
2,250,000
Ordinary
40 cents each
30 November 2013
AusQuest Ltd
1,350,000
Ordinary
20 cents each
1 December 2013
AusQuest Ltd
1,150,000
Ordinary
40 cents each
1 December 2013

The holders of such options do not have the right, by virtue of the option, to participate in any share or other interest issue of any other body corporate or registered scheme.

Shares issued on the exercise of options

No shares were issued during the year on the exercise of options.

Share options that expired/lapsed

Details of share options that expired or lapsed during or since the end of the financial year are:

Issuing entity Number of options
expired/lapsed
Class of shares Exercise price
of option
Expiry date of options
AusQuest Ltd
48,060,857
Ordinary
40 cents each
21 May 2011
AusQuest Ltd
3,700,000
Ordinary
54 cents each
30 June 2011

Indemnification of officers and auditors

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

  • except as may be prohibited by the Corporations Act 2001 the Directors and officers of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Director or officer of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal;

Since the beginning of the financial year the Company has paid insurance premiums of $38,821 in respect of Directors and Officers liability and corporate reimbursement, for Directors and officers in the Company. The insurance premiums relate to:

  • any loss for which the Directors and officers may not be legally indemnified by the Company arising out of any claim, by reason of any wrongful act committed by them in their capacity as a Director or officer of the Company or any related corporation, first made against them jointly or severally during the year of insurance; and

  • indemnifying the Company against any payment which it has made and was legally permitted to make arising out of any claim, by reason of any wrongful act, committed by any Director or officer in their capacity as a Director or officer of the Company or any related corporation, first made against the Director or officer during the period of insurance.

17

AusQuest Ltd Directors’ report

Directors’ meetings

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). During the financial year, 5 board meetings, 3 audit committee meetings, and 2 remuneration committee meetings were held.

Board of Directors Board of Directors Remuneration committee Remuneration committee Audit committee Audit committee
Directors Eligible to
attend
Attended Eligible to
attend
Attended Eligible to
attend
Attended
Greg Hancock
5
5
2
2
3
3
Christopher Ellis
5
5
2
2
3
3
John Ashley
5
5




Graeme Drew
5
5




Richard Mehan
4
3
2
1
3
2
Peter Ravenscroft
3
2




Craig Moulton
1
1



In addition 6 circular resolutions have been passed by Directors during the year.

Proceedings on behalf of the Company

No persons have applied for leave pursuant to s.237 of the Corporation Act 2001 to bring, or intervene in, proceedings on behalf of AusQuest Ltd.

Non‐audit services

There were no non‐audit services performed during the year by the auditors (or by another person or firm on the auditors’ behalf).

Auditor’s independence declaration

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an independence declaration in relation to the audit of the annual report. This independence declaration is included on page 21 of the financial report and forms part of this directors’ report for the year ended 30 June 2011.

Remuneration report

This remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of AusQuest Ltd’s key management personnel for the financial year ended 30 June 2011. Disclosures required under AASB 124 Related Party Disclosures have been transferred from the financial report and have been audited. The additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 have not been audited.

The prescribed details for each person covered by this report are detailed below under the following headings:

  • key management personnel details;

  • remuneration policy and relationship between the remuneration policy and Company performance;

  • remuneration of key management personnel; and

  • key terms of employment contracts

Key management personnel details

The key management personnel of AusQuest Ltd during the year or since the end of the year were:

Greg Hancock Non‐Executive Chairman Graeme Drew Managing Director John Ashley Executive Director Christopher Ellis Non‐Executive Director Richard Mehan Non‐Executive Director (resigned 8 February 2011) Peter Ravenscroft Alternate Director for Mr Mehan (appointed as director on 8 February 2011) Craig Moulton Alternate Director for Mr Ravenscroft (from 8 February 2011,then appointed as a non‐executive director on 5 August 2011) Darren Crawte Company Secretary

There were no group executives employed by AusQuest Ltd during the year.

18

AusQuest Ltd Directors’ report

Remuneration policy and relationship between the remuneration policy and Company performance

The Board policy for determining emoluments is based on the principle of remunerating Directors and senior executives on their ability to add value to the Company (taking into account the Company’s strategic plan and operations) whilst also considering market emolument packages for similar positions within the industry and in consultation with external consultants. The Board appreciates the interrelationship between this policy and Company performance. It acknowledges that it is in the best interests of shareholders to provide challenging but achievable incentives to reward senior executives for reaching the Company’s stated goals. The Board will discuss these issues internally and with candidates prior to engaging additional Directors or senior executives in the future.

‐ Key management personnel (excluding non executive Directors)

The Remuneration Committee is responsible for determining the remuneration policies for the Group, including those affecting executive Directors and other key management personnel. The Committee may seek appropriate external advice to assist in its decision making. Remuneration policies and practices are directed primarily at attracting, motivating and retaining key management personnel.

The remuneration policy for executive Directors and other key management personnel has the following key elements:

  • Primary benefits (being salary, fees, bonus and non monetary benefits)

  • Post‐employment benefits (being superannuation)

  • Equity (being share options granted at the discretion of the Board)

  • Other benefits

Executive directors are also entitled to receive a cash bonus under the Executive Short Term Incentive Plan. The Plan, which was adopted by the Board on 17 December 2009, provides that executive directors may receive a cash bonus dependant on the achievement of a number of quantitative objectives aligned to exploration success, identification of new opportunities and implementation of those new opportunities. Approximately 85% of the bonus is aligned to the achievement of these objectives and the remaining 15% is aligned to qualitative goals in areas such as governance, funding and external relationships. The quantum of the bonus is defined as a percentage of annual salary and allows for a payment of between 15% and 50%, depending on whether goals are achieved on a threshold, target or stretch basis. The bonus is payable on a financial year basis.

On 20 September 2010, the Remuneration Committee approved the payment of cash bonuses to the participants of the plan for the 2010 financial year, based on the assessment of the performance of the participants in the various qualitative and quantitative fields as discussed above. These were paid in full during the current financial year. The awards for the 2011 financial year will be considered and approved in the 2012 financial year and shown as part of remuneration once approved and granted.

Non‐executive Directors

The Company’s non‐executive Directors receive only fees (including statutory superannuation) for their services and the reimbursement of reasonable expenses. The fees paid to the Company’s non‐executive Directors reflect the demands on, and responsibilities of these Directors. They do not receive any retirement benefits (other than compulsory superannuation). The Board decides annually the level of fees to be paid to non‐Executive Directors with reference to market standards.

Non ‐Executive Directors may also receive share options where this is considered appropriate by the Board as a whole and with regard to the stage of the Company’s development. Such options vest across the life of the option and are primarily designed to provide an incentive to non‐Executive Directors to remain with the Company.

A non‐Executive Directors’ fee pool limit of $300,000 per annum was approved by the shareholders at the Annual General Meeting on 18 November 2008 and is currently utilised to a level of $135,000 excluding superannuation per annum. The fees currently paid to non‐ Executive Directors are $55,000 excluding superannuation per annum for the non‐Executive Chairman and $40,000 excluding superannuation per annum for the non‐Executive Directors.

19

AusQuest Ltd Directors’ report

Remuneration of key management personnel

Short‐term employee benefits Short‐term employee benefits Short‐term employee benefits Short‐term employee benefits Post‐
employ‐
ment
benefits
Other long‐
term
employee
benefits
Share‐
based
payment
Total % of
compensation
consists of
options
Performance
Related
Salary
& fees
Bonus Non‐
monetary
Other Super‐
annuation
Options
$ $ $ $ $ $ $ $ % %
2011
Directors
Graeme Drew
John Ashley
Greg Hancock
Chris Ellis
Richard Mehan
Peter Ravenscroft
Craig Moulton
Executive
Darren Crawte (i)
2010
Directors
John Innes
Graeme Drew
John Ashley
Greg Hancock
Chris Ellis
Richard Mehan
Peter Ravenscroft
Executive
Darren Crawte (i)
234,730
45,500

7,764
25,221

130,718
39,680

7,764


55,000


7,764
4,950

40,000


7,764
3,600

24,154


4,744
2,174

14,405


3,021













111,503
424,718
26.2%
10.7%

178,162

22.3%

67,714



51,364



31,072



17,426









499,007
85,180

38,821
35,945
111,503
770,456

19,250


2,113
1,733

208,359


5,978
18,752

140,458


5,978


49,962


5,978
4,497

40,000


5,978
3,600

40,000


5,978
3,600













23,096



233,089



146,436



60,437



49,578



49,578









498,029


32,003
32,182

562,214

(i) The Company receives company secretarial, accounting, book keeping and taxation services from MGI Perth Pty Ltd, a firm of Chartered Accountants of which Darren Crawte is a director. Fees are charged on normal commercial terms.

During the year options were issued to key management personnel as follows (2010: Nil):

Director Number of options
granted
Date granted Fair value per
option at grant date
Expiry date of options % vested
Graeme Drew
500,000
26 November 2010
11.6 cents each
30 November 2013
100%
Graeme Drew
500,000
26 November 2010
10.7cents each
30 November 2013
100%

No options granted as remuneration were exercised by key management personnel during the year.

Options granted as remuneration to key management personnel which were granted, exercised or lapsed during the year are as follows:

Director Value of options granted
at the grant date
$
Value of options exercised
at exercise date
$
Value of options lapsed
at the date of lapse
$
Graeme Drew
111,503


Gregory Hancock



John Ashley


20

AusQuest Ltd Directors’ report

Key terms of employment contracts

Remuneration and other terms of employment for the Managing Director, Graeme Drew are formalised in a service agreement. Major provisions of this agreement are set out below:

  • Term of agreement – two years commencing 25 November 2009.

  • Base salary reviewed annually, currently $270,000 per annum (inclusive of superannuation entitlements).

  • Payment of termination benefit on early termination by the employer, other than for gross misconduct, equals 3 months salary, other than if there is a change of control of the Company, which will result in 12 months salary.

  • Notice period of 90 days.

Remuneration and other terms of employment for the Executive Director, John Ashley are formalised in a service agreement. Major provisions of this agreement are set out below:

  • Term of agreement – two years commencing 25 November 2009.

  • Base fee reviewed annually, currently $930 per day for a minimum 75 days per year.

  • Payment of termination benefit on early termination by the employer, other than for gross misconduct, equals 3 months salary, other than if there is a change of control of the Company, which will result in 12 months salary.

  • Notice period of 90 days.

This Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.298(2) of the Corporations Act 2001.

On behalf of the Directors

==> picture [61 x 36] intentionally omitted <==

Graeme Drew Managing Director

Perth, 22 September 2011

21

==> picture [159 x 67] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the audit of the financial report of AusQuest Limited for the year ended 30 June 2011, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • b) any applicable code of professional conduct in relation to the audit.

This declaration is in respect of AusQuest Limited.

==> picture [176 x 59] intentionally omitted <==

Perth, Western Australia 22 September 2011

L DI GIALLONARDO Partner, HLB Mann Judd

==> picture [16 x 14] intentionally omitted <==

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

22

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers.

==> picture [159 x 67] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of AusQuest Limited

Report on the Financial Report

We have audited the accompanying financial report of AusQuest Limited (“the company”), which comprises the statement of financial position as at 30 June 2011, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration for the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that 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 consolidated financial report complies 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 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 and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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.

Matters relating to the electronic presentation of the audited financial report

This auditor’s report relates to the financial report and remuneration report of AusQuest Limited for the financial year ended 30 June 2011 included on AusQuest Limited’s website. The company’s directors are responsible for the integrity of the AusQuest Limited website. We have not been engaged to report on the integrity of this web site. The auditor’s report refers only to the financial report and remuneration report identified in this report. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of the financial report are concerned with the inherent risks arising from publication on a website, they are advised to refer to the hard copy of the audited financial report and remuneration report to confirm the information contained in this website version of the financial report.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

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23

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers.

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INDEPENDENT AUDITOR’S REPORT (continued)

Independence

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

Auditor’s Opinion

In our opinion:

  • (a) the financial report of AusQuest 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 2011 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.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuneration Report of AusQuest Limited for the year ended 30 June 2011 complies with section 300A of the Corporations Act 2001 .

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HLB MANN JUDD Chartered Accountants

Perth, Western Australia 22 September 2011

L DI GIALLONARDO Partner

24

AusQuest Ltd Directors’ declaration

Directors’ declaration

The directors declare that:

  • a. the financial statements, notes and the additional disclosures of the consolidated entity 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 2011 and of its performance for the year then ended; and

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

  • b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

  • c. note 2 confirms that the financial statements also comply with International Financial Reporting Standards issued by the International Accounting Standards Board.

This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011.

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

On behalf of the Directors

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Graeme Drew Managing Director

Perth, 22 September 2011

25

AusQuest Ltd Consolidated statement of comprehensive income

Consolidated statement of comprehensive income for the financial year ended 30 June 2011

Continuing operations
Revenue
Consultants & employee benefits expense
Occupancy expenses
Administration expense
Exploration expenditure expensed as incurred
Impairment of exploration expenditure
Loss before income tax expense
Income tax expense
Loss for the year
Other comprehensive income:
Exchange gain (loss) on translation of foreign operations
Total comprehensive loss for the year
Loss for the year attributable to owners of the parent
Loss for the year attributable to non‐controlling interests
Total comprehensive loss attributable to owners of the parent
Total comprehensive loss attributable to non‐controlling interests
Loss per share:
Basic (cents per share)
Note
5
11
7
6
16
Consolidated
2011
$
Consolidated
2010
$
4,693,672
1,104,864
(679,985)
(302,389)
(127,542)
(85,586)
(1,555,850)
(1,259,879)
(682,363)

(12,141,108)
(2,633,883)
(10,493,176)
(3,176,873)

(10,493,176)
(3,176,873)
(23,104)
31,658
(10,516,280)
(3,145,215)
(10,487,100)
(3,160,533)
(6,076)
(16,340)
(10,493,176)
(3,176,873)
(10,510,204)
(3,128,875)
(6,076)
(16,340)
(10,516,280)
(3,145,215)
4.59
1.39

Notes to the financial statements are included on pages 30 to 51.

26

AusQuest Ltd Consolidated statement of financial position

Consolidated statement of financial position as at 30 June 2011

Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non‐current assets
Other receivables
Property, plant and equipment
Exploration and evaluation expenditure
Total non‐current assets
Total assets
Current liabilities
Trade and other payables
Provisions
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Parent entity interest
Non controlling interests
Total equity
Note
8
9
8
10
11
12
13
14
15
Consolidated
2011
$
Consolidated
2010
$
11,434,507
19,051,509
2,073,276
321,056
91,267
38,634
13,599,050
19,411,199
750,000

127,705
143,506
19,267,933
23,531,396
20,145,638
23,674,902
33,744,688
43,086,101
2,265,695
1,392,838
81,185
44,390
2,346,880
1,437,228
2,346,880
1,437,228
31,397,808
41,648,873
52,307,672
52,307,672
278,944
1,080,634
(22,817,119)
(12,796,815)
29,769,497
40,591,491
1,628,311
1,057,382
31,397,808
41,648,873

Notes to the financial statements are included on pages 30 to 51.

27

AusQuest Ltd Consolidated statement of changes in equity

Consolidated statement of changes in equity for the financial year ended 30 June 2011

Balance at 1 July 2010
Loss for the year
Exchange differences on
translation of foreign
operations
Total comprehensive loss for
the year
Recognition of share‐based
payments
Lapsed options during the
year
Adjustment to reflect change
of non‐controlling interest in
subsidiary
Balance at 30 June 2011
Balance at 1 July 2009
Loss for the year
Exchange differences on
translation of foreign
operations
Total comprehensive loss for
the year
Recognition of share‐based
payments
Lapsed options during the
year
Issue of shares
Share issue expenses
Initial recognition of non‐
controlling interest
Balance at 30 June 2010
Issued
Capital
$
Share
based
payments
reserve
$
Foreign
currency
translation
reserve
$
Non
controlling
contribution
reserve
$
Accumulated
losses
$
Non
controlling
interests
$
Total
$
52,307,672
1,048,976
31,658

(12,796,815)
1,057,382
41,648,873




(10,487,100)
(6,076)
(10,493,176)


(23,104)



(23,104)


(23,104)

(10,487,100)
(6,076)
(10,516,280)

265,215




265,215

(466,796)


466,796





(577,005)

577,005
52,307,672
847,395
8,554
(577,005)
(22,817,119)
1,628,311
31,397,808
52,238,377
1,112,608


(9,761,082)

43,589,903




(3,160,533)
(16,340)
(3,176,873)


31,658



31,658


31,658

(3,160,533)
(16,340)
(3,145,215)

61,168




61,168
(124,800)


124,800


112,003





112,003
(42,708)





(42,708)





1,073,722
1,073,722
52,307,672
1,048,976
31,658

(12,796,815)
1,057,382
41,648,873

Notes to the financial statements are included on pages 30 to 51.

28

AusQuest Ltd Consolidated statement of cash flows

Consolidated statement of cash flows

for the financial year ended 30 June 2011

Cash flows from operating activities
Payments to suppliers and employees
Interest received
Net cash provided by/(used in) operating activities
Cash flows from investing activities
Payment for property, plant and equipment
Exploration and evaluation expenditure
Proceeds from disposal of exploration and evaluation assets
Payment for acquisition of subsidiary
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of equity securities
Payment of share issue costs
Net cash provided by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning
of the financial year
Cash and cash equivalents at the end of the financial year
Note Consolidated
2011
$
Consolidated
2010
$
20 (b)
20(a)
(3,770,916)
(878,081)
984,690
1,449,273
(2,786,226)
571,192
(38,275)
(17,950)
(8,667,501)
(6,783,584)
3,875,000


(1,083,776)
(4,830,776)
(7,885,310)

73,253

(42,708)

30,545
(7,617,002)
(7,283,572)
19,051,509
26,335,081
11,434,507
19,051,509

Notes to the financial statements are included on pages 30 to 51.

29

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

1. General information

AusQuest Limited (the Company) is a public Company listed on the Australian Securities Exchange (trading under the symbol (“AQD”), incorporated in Australia and operating in Australia.

The Company’s registered office and its principal place of business are as follows:

Registered office Principal place of business C/‐MGI Perth Pty Ltd 8 Kearns Crescent Level 7, The Quadrant, 1 William Street ARDROSS WA 6153 PERTH WA 6000

The entity’s principal activities are the exploration and evaluation of mineral resources in Australia and Africa.

2. Significant accounting policies

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law.

Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A‐IFRS’). Compliance with A‐IFRS ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’).

The financial statements were authorised for issue by the Directors on 22 September 2011.

Basis of preparation

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

Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experiences 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 to the accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects the current and future periods.

Refer to Note 3 for a discussion of critical judgements in applying the Group’s accounting policies and key sources of estimation uncertainty.

Adoption of new and revised Accounting Standards

Changes in accounting policy on initial application of Accounting Standards

In the year ended 30 June 2011, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current reporting period.

The adoption of these new and revised Standards and Interpretations have not affected the amounts reported for the current or prior year; therefore, no change is necessary to Group accounting policies.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2011. The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material financial impact on the financial statements of the Group.

These Standards and Interpretations will be first applied in the financial report of the Group that relates to the annual reporting period beginning after the effective date of each pronouncement.

30

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

The following significant accounting policies have been adopted in the preparation and presentation of the financial report:

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries) referred to as ‘the Group’ or “the consolidated entity” in these financial statements.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra‐group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing when the Group controls another entity.

Business combinations have been accounted for using the acquisition method of accounting. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre‐existing equity interest in the subsidiary. Acquisition‐related costs are expenses as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition‐by‐acquisition basis, the group recognises any non‐ controlling interest in the acquiree either at fair value or at the non‐controlling interest’s proportionate share of the acquiree’s net identifiable assets.

Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non‐controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position. Losses are attributed to the non‐controlling interests even if that results in a deficit balance .

The Group treats transactions with non‐controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non‐controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non‐controlling interests and any consideration paid or received is recognised within equity attributable to owners of AusQuest Limited.

(b) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand; cash in banks and investments in money market instruments, net of outstanding bank overdrafts.

(c) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the entity in respect of services provided by employees up to reporting date.

31

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

(d) Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held‐ to‐maturity investments’, ‘available‐for‐sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Investments in subsidiaries are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost price, net of transaction costs. Subsequent to initial recognition, investments in subsidiaries are measured at cost.

Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.

(e) Financial instruments issued by the Company

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

(f) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

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

(ii) for receivables and payables which are recognised inclusive of GST.

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

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(g) Impairment of assets

At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash‐generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash‐generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‐generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‐generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash‐generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

32

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

(h) Income tax

Current tax

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

Deferred tax

Deferred tax is provided on all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

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

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

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

Current and deferred tax for the period

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

Tax consolidation

The Company and its wholly‐owned Australian resident entity are part of a tax‐consolidated group under Australian taxation law. AusQuest Ltd is the head entity in the tax‐consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax‐consolidated group are recognised in the separate financial statements of the members of the tax‐consolidated group using the ‘separate taxpayer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax‐ consolidated group are recognised by the Company (as head entity in the tax‐consolidated group).

Amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax‐consolidated group as and when they arise.

33

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

(i) Exploration and Evaluation Expenditure

  • Exploration, evaluation and development expenditure incurred may be accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:

  • (i) such costs are expected to be recouped through successful development and exploitation or from sale of the area; or (ii) exploration and evaluation activities in the area have not, at balance date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing.

Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit or loss in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Notwithstanding the fact that a decision not to abandon an area of interest has been made, based on the above, the exploration and evaluation expenditure in relation to an area may still be written off if considered appropriate to do so.

(j) Joint ventures

Jointly controlled assets and operations

Interests in jointly controlled assets and operations are reported in the financial statements by including the entity’s share of assets employed in the joint ventures, the share of liabilities incurred in relation to the joint ventures and the share of any expenses incurred in relation to the joint ventures in their respective classification categories.

Jointly controlled entities

Interests in jointly controlled entities are accounted for under the equity method in the financial statements and the cost method in the Company financial statements.

(k) Operating cycle

The operating cycle of the entity coincides with the annual reporting cycle.

(l) Payables

Trade payables and other accounts payable are recognised when the entity becomes obliged to make future payments resulting from the purchase of goods and services.

(m) Foreign currency translation

Both the functional and presentation currency of AusQuest Limited and its Australian subsidiaries is Australian dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.

All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss.

Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.

Non‐monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non‐monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The functional currency of the foreign operations, E&A Resources Pty Ltd , Comoe Exploration SARL and Questdor SAC is United States dollars (US$). As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of AusQuest Limited at the rate of exchange ruling at the balance date and their statements of comprehensive income are translated at the weighted average exchange rate for the year.

34

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

(m) Foreign currency translation (contd)

The exchange differences arising on the translation are taken directly to the foreign currency translation reserve in equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

(n) Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is provided on plant and equipment. Depreciation is calculated on a diminishing value basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period.

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

Class of fixed asset Depreciation rate (%) Office furniture & equipment 7.5 – 50.0

(o) Provisions

Provisions are recognised when the consolidated entity has a present obligation (legal or constructive) as a result of a past event, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.

(p) Revenue recognition

Interest revenue

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(q) Share‐based payments

Equity‐settled share‐based payments with employees granted after 7 November 2002 and that were unvested as of 1 January 2005, are measured at the fair value of the equity instrument at the grant date. The fair value at grant date is measured by use of the Black and Scholes option pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non‐transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the grant date of the equity‐settled share‐based payments is expensed on a straight‐line basis over the vesting period, based on the entity’s estimate of shares that will eventually vest.

For cash‐settled share‐based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.

(r) Earnings per share

Basic earnings per share is calculated as net profit/loss attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

35

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

2. Significant accounting policies (contd)

(r) Earnings per share (contd)

Diluted earnings per share is calculated as net profit/loss attributable to members of the parent, adjusted for:

  • costs of servicing equity (other than dividends) and preference share dividends;

  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • other non‐discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(s) Operating segments

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start up operations which are yet to earn revenues. Management also considers other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors.

Operating segments have been identified based on the information provided to the chief operating decision makers – being the board of directors.

The group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in the nature of the minerals targeted.

Operating segments that meet the quantitative criteria as prescribed by AASB 8 Operating Segments are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.

Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

36

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

3. Critical accounting judgements and key sources of estimation uncertainty

Judgements made by management in the application of A‐IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant note to the financial statements.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Other than exploration expenditure written off totalling $12,141,108 (2010: $2,633,883) during the year, no impairment loss was recorded in the current financial year (2010: nil).

Share based payments

The Group measures the cost of equity settled transactions with consultants and 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 model using various assumptions.

Loans to controlled entity

The Directors believe that the recoupment of the inter‐company receivables from AusQuest Ltd to Fortescue Resources Pty Ltd,E&A Resources Pty Ltd and Questdor SAC is dependent on the successful development and commercial exploitation or, alternatively, the sale of the exploration assets held by the controlled entities.

4. Segment information

AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes.

Operating segments are now reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision‐maker has been identified as the board of directors of AusQuest Limited.

The following table presents the revenue, results and certain asset and liability information regarding the segment information provided to the Board of Directors for the year ended 30 June 2011.

Continuing Operations Continuing Operations Continuing Operations
Australia
$
Africa
$
Other
$
Intersegment
eliminations
$
Consolidated
$
30 June 2011:
Segment revenue
Segment loss after tax
Unallocated expenses
Segment net loss after tax
Segment assets
Segment liabilities
Included within segment result:
Depreciation
Interest income
Impairment of exploration expenditure
5,072,148 (378,476) 4,693,672
(9,406,993) (15,401) (717,133) (353,649) (10,493,176)
32,426,156 9,401,183 489,541 (8,572,192)
(10,493,176)
33,744,688
991,096 5,330,406 1,169,345 (5,143,967) 2,346,880
46,671
914,346
12,141,108






47,671
914,346
12,141,108

37

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

4. Segment information (contd)

Continuing operations Continuing operations
Australia
$
Africa
$
Other
$
Intersegment
eliminations
$
Consolidated
$
30 June 2010:
Segment revenue
Segment loss after tax
Unallocated expenses
Segment net loss after tax
Segment assets
Segment liabilities
Included within segment result:
Depreciation
Interest income
Impairment of exploration expenditure
1,104,864 1,104,864
(3,143,527) (33,346) (3,176,873)
44,186,601 3,609,212 (4,709,712)
(3,176,873)
43,086,101
816,080 1,453,403 (832,255) 1,437,228
59,526
(1,104,864)
2,633,883






59,526
(1,104,864)
2,633,883

5. Revenue

An analysis of the Group’s revenue for the year, from continuing operations, is as follows:

Continuing operations Interest income Profit on disposal of tenements

Consolidated Consolidated
2011 2010
$ $
914,346 1,104,864
3,779,326
4,693,672 1,104,864

6. Loss for the year

Loss for the year includes the following expenses:

Depreciation of non‐current assets

Operating lease rental expenses: Minimum lease payments Employee benefits expense: Share‐based payments

Consolidated Consolidated
2011 2010
$ $
47,671 59,526
127,542 85,586
265,215 61,168

38

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

7. Income taxes

Income tax recognised in profit or loss

Tax expense/(income) comprises:
Current tax expense/(income)
Deferred tax expense/(income) relating to the
origination and reversal of temporary differences
Total tax expense/(income)
Consolidated
2011
$
2010
$




The prima facie income tax expense on pre‐tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows:

financial statements as follows:
Loss from operations
Income tax expense calculated at 30%
Effect of expenses that are not deductible in
determining taxable profit
Effect of changes in unrecognised temporary
differences
Effect of unused tax losses and tax offsets not
recognised as deferred tax assets
(10,493,176)
(3,176,873)
(3,147,953)
(953,062)
3,929,764
19,739
240,917
(586,501)
(1,022,728)
1,519,823

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

Unrecognised deferred tax assets and liabilities

The following deferred tax assets and (liabilities) have
not been brought to account as assets:
Tax losses – revenue
Temporary differences
Deferred tax assets not recognized in equity – share
issue costs
Consolidated
2011
$
2010
$
6,279,742
6,927,790
(3,030,369)
(5,975,800)
3,249,373
951,990
917,163
916,162

Relevance of tax consolidation to the consolidated entity

The Company and its wholly‐owned Australian resident entities have formed a tax‐consolidated group and are therefore taxed as a single entity. The head entity within the tax‐consolidated group is AusQuest Ltd. The members of the tax‐consolidated group (incorporated in Australia) are identified at note 19.

39

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

8. Trade and other receivables

Current
Goods and services tax recoverable
Accrued interest income
Deferred sales proceeds (i)
Security deposits
Other debtors ‐ secured
Other debtors ‐ unsecured
Non Current
Deferred sales proceeds (i)
Consolidated
2011
$
2010
$
178,761
103,252
233,785
217,223
1,125,000

135,608

292,516

107,606
581
2,073,276
321,056
750,000
750,000
  • (i) During the year the Group entered into an agreement with Dragon Energy Limited to sell its two iron ore projects in the Pilbara region of Western Australia. Under the agreement, the combined assets were sold for $7.5 million. This included a payment of $0.5 million for the Nameless Project, which was received during the year, and $7.0 million for the Rocklea Project (75% AQD).

On completion of the Rocklea sale, Dragon Energy paid a first installment, being $3.375 million (75% of $4.5 million). There are two installments remaining to be paid as follows:

  • $1.125 million (75% of $1.5 million) on 19 January 2012, being 12 months after completion date, and

  • $750,000 (75% of $1.0 million) on 19 January 2013, being 24 months after completion.

The Rocklea sale agreement requires Dragon Energy Limited to grant AusQuest a registrable first ranking fixed charge over the tenement in order to secure payment of the deferred components of the consideration and to provide the following non‐ exhaustive covenants in favour of the Vendors, being AusQuest and its joint ventue partners:

  • (a) to preserve the Tenement and maintain it in good standing;

  • (b) not to sell, assign, sublease, transfer, farm‐out or grant any rights to all or part of the tenement or grant any mineral rights or split commodity rights in relation to the tenement, without the Vendors’ prior written consent; and

  • (c) not to permit any new encumbrances in relation to the tenement without the Vendors’ prior written consent.

These conditions will remain in force until such time as the deferred consideration has been paid in full.

If any party defaults in the performance of the agreement and such default continues unremedied for 14 days after receipt of a default notice, then the non‐defaulting party or parties may rescind the Rocklea sale agreement and/or sue the defaulting party for specific performance.

9. Other assets

9. Other assets
Current
Prepayments
Consolidated
2011
$
2010
$
91,267
38,634
91,267
38,634

40

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

10. Property, plant and equipment

10. Property, plant and equipment
Gross carrying amount
Balance at 1 July 2009
Additions
Assets written off
Balance at 30 June 2010
Additions
Assets written off
Balance at 30 June 2011
Accumulated depreciation and impairment
Balance at 1 July 2009
Assets written off
Depreciation expense
Balance at 30 June 2010
Assets written off
Depreciation expense
Balance at 30 June 2011
Net book value
As at 30 June 2010
As at 30 June 2011
Consolidated
Office furniture
and equipment
at cost
$
374,062
17,950
(41,357)
350,655
38,275
(12,793)
376,137
Consolidated
Office furniture
and equipment
at cost
$
188,980
(41,357)
59,526
207,149
(6,388)
47,671
248,432
143,506
127,705

11. Exploration and evaluation expenditure

Exploration and evaluation phase:
Balance at beginning of year
Capitalised during the year
Disposals for the year
Impaired during the year (i)
Balance at end of year
Consolidated
2011
$
2010
$
23,531,396
17,523,608
9,848,319
8,641,671
(1,970,674)

(12,141,108)
(2,633,883)
19,267,933
23,531,396

The ultimate recoupment of costs carried forward in respect of areas of interest still in the exploration and/or evaluation phases is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.

(i) Significant impairments to the following projects occurred during the year:

Table Hill
Diamantina
Bellary
Savory
WYO Well
2011
$
5,144,497
2,896,214
1,902,209
1,280,906
374,584

41

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

12. Trade and other payables

12. Trade and other payables
Trade payables (i) Consolidated
2011
$
2010
$
2,265,695
1,392,838
2,265,695
1,392,838
  • (i) The average credit period on purchases and services is 30 days. No interest is charged on the trade payables for the first 30 to 60 days from the date of the invoice. Thereafter, interest may be charged at various penalty rates on the outstanding balance. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

13. Provisions

13. Provisions
Current
Employee benefits (i)
Consolidated
2011
$
2010
$
81,185
44,390
81,185
44,390
  • (i) The current provision for employee benefits relates to annual leave and long service leave entitlements.

14. Issued capital

228,312,235 fully paid ordinary shares
(2010: 228,312,235)
Fully paid ordinary shares
Balance at beginning of financial year
Options exercised during the year
Issue of shares as consideration for purchase of
assets
Share issue costs
Balance at end of financial year
2011
No.
$
Consolidated
2011
$
2010
$
52,307,672
52,307,672
2010
No.
$
228,312,235
52,307,672






228,312,235
52,307,672
227,695,970
52,238,377
366,265
73,253
250,000
38,750

(42,708)
228,312,235
52,307,672

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

Share options on issue

Share options issued by the Company carry no rights to dividends and no voting rights.

As at 30 June 2011, the Company has 7,000,000 share options on issue (2010: 56,010,857) exercisable on a 1:1 basis for 7,000,000 shares (2010: 56,010,857) at various exercise prices. The options will expire between 31/1/2012 and 30/11/2013. Further details of options granted to Directors and employees are contained in note 22 to the financial statements.

42

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

15. Reserves

Share‐based payments reserve
Foreign currency translation reserve
Non‐controlling contribution reserve
Total reserves
Consolidated
2011
$
2010
$
847,395
1,048,976
8,554
31,658
(577,005)
278,944
1,080,634

Movements in these reserves during the year are disclosed in the consolidated statement of changes in equity.

The share‐based payments reserve arises on the grant of share options to executive, employees, consultants and advisors. Further information about share‐based payments to employees is made in notes 22 and 23 to the financial statements.

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

The non‐controlling contribution reserve is used to record the differences described in note 2(a) which may arise as a result of transactions with non‐controlling interests that do not result in a loss of control.

16. Loss per share

16. Loss per share
Consolidated
2011 2010
Cents Cents
per share per share
Basic loss per share 4.59 1.39
Basic loss per share
The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:
2010 2009
$ $
Net loss 10,487,100 3,160,533
2011 2010
No. No.
Weighted average number of ordinary shares for the purposes of basic loss per share 228,312,235 228,108,753
Diluted loss per share

Diluted loss per share has not been calculated as the result does not increase loss per share.

43

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

17. Commitments for expenditure

Exploration expenditure
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Longer than 5 years
Consolidated
2011
$
2010
$
4,208,930
4,718,161
9,043,338
10,192,504
15,972
74,430
13,268,240
14,985,095

18. Contingent liabilities

In the opinion of the Directors, there were no material contingent liabilities as at 30 June 2011 and no contingent liabilities have arisen in the interval between the period end and the date of this financial report.

19. Subsidiaries

Name of entity Country of incorporation Ownership interest Ownership interest
2011
%
2010
%
Parent entity
AusQuest Ltd (i)
Australia
Subsidiaries
Fortescue Resources Pty Ltd
Australia
E&A Resources Pty Ltd
British Virgin Islands
Questdor SAC(ii)
Peru
Sub‐subsidiary
Comoe Exploration SARL
Burkina Faso
100%
100%
60%
51%
100%

60%
51%

(i) AusQuest Ltd is the head entity within the tax consolidated group. All the Australian‐incorporated companies are members of the tax consolidated group.

(ii) Questdor SAC was incorporated during the year to conduct the Group’s exploration activities in Peru.

20. Notes to the consolidated statement of cash flows

(a) Reconciliation of cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows are reconciled to the related items in the statement of financial position as follows:

Cash and cash equivalents Consolidated
2011
$
2010
$
11,434,507
19,051,509
11,434,507
19,051,509

44

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

20. Notes to the consolidated statement of cash flows (contd)

  • (b) Reconciliation of loss for the year to net cash flows from operating activities
Loss for the year
Depreciation
Equity‐settled share‐based payment
Gain on sale of exploration expenditure
Plant and equipment written off
Exploration expenditure written off and impaired
Changes in net assets and liabilities, net of effects
from acquisition and disposal of businesses:
(Increase)/decrease in assets:
Trade and other receivables
Prepayments
Increase/(decrease) in liabilities:
Trade and other payables
Provisions
Net cash from operating activities
Consolidated
2011
$
Consolidated
2010
$
(10,493,176)
(3,176,873)
47,671
59,526
265,215
61,168
(3,779,326)

6,405

12,141,108
2,633,883
(627,217)
518,242
(52,633)
387
(331,067)
470,217
36,794
4,642
(2,786,226)
571,192

21. Financial instruments

Overview

The Company has exposure to the following risks from its use of financial instruments:

  • Credit risk

  • Liquidity risk

  • Interest rate risk

  • Capital management

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. Further quantitative disclosures are included throughout this note and the financial report.

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. The Group, aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit‐ratings assigned by international credit‐ rating agencies.

Liquidity risk management

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 they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

Liquidity risk management is the responsibility of the board of Directors, who have built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long‐term funding and liquidity management requirements.

45

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

21. Financial instruments (contd)

The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities, identifying when further capital raising initiatives are required.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its non‐derivative financial assets and liabilities and have been prepared on the following basis:

  • Financial assets ‐ based on the undiscounted contractual maturities including interest that will be earned on those assets except where the Company/Group anticipates that the cash flow will occur in a different period; and

  • Financial liabilities ‐ based on undiscounted cash flows on the earliest date on which the Group can be required to pay, including both interest and principal cash flows.

CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED
2011 Less than 1
month
1‐3 months 3 months
to 1 year
1 ‐ 5 years 5+ years Total
$ $ $ $ $ $
Financial assets
Non‐interest bearing
Variable interest rate
Fixed interest rate
Financial liabilities
Non‐interest bearing
736,584
204,802
1,270,304
750,000

2,961,690
2,193,115




2,193,115
2,043,570
7,000,000
135,608


9,179,178
4,973,269
7,204,802
1,405,912
750,000

14,333,983
1,326,305
919,390
20,000


2,265,695
1,326,305
919,390
20,000


2,265,695
2010 CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED
Less than 1
month
$
1‐3 months
$
3 months
to 1 year
$
1 ‐ 5 years
$
5+ years
$
Total
$
Financial assets
Non‐interest bearing
Variable interest rate
Fixed interest rate
Financial liabilities
Non‐interest bearing
179,040

217,224


396,264
2,104,161




2,104,161

1,500,000
15,354,172


16,854,172
2,283,201
1,500,000
15,571,396


19,354,597
589,045
786,793
17,000


1,392,838
589,045
786,793
17,000


1,392,838

Interest rate risk management

The Group is exposed to interest rate risk as it places funds at both fixed and floating interest rates. The Group manages this risk by maintaining an appropriate mix between fixed and floating rated products, which also facilitate access to money.

Although some of the Group’s assets are subject to interest rate risk, it is not dependent on this income. Interest income is only incidental to the Group’s operations and operating cash flows.

The Group is not exposed to interest rate risk associated with borrowed funds.

Interest rate sensitivity analysis

The sensitivity analyses of the Group’s exposure to interest rate risk at the reporting date has been determined based on a change of 50 basis points in interest rates.

At reporting dated, if interest rates had been 50 basis points higher and all other variables were constant, the Group’s net loss after tax would have decreased by $10,966 (2010: $10,521) with a corresponding increase in equity. Where interest rates decreased, there would be an equal and opposite impact on the loss after tax and equity.

46

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

21. Financial instruments (contd)

Foreign currency risk management

The Group undertakes certain transactions in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the balance date in Australian dollars are as follows:

Assets Liabilities
2011
$
2010
$
2011
$
2010
$
US Dollars
785,339
37,730
1,355,785
621,148

Foreign currency sensitivity analysis

The sensitivity analyses of the Group’s exposure to foreign currency risk at the reporting date has been determined based on a change of 10% in the value of the Australian dollar against the relevant foreign currencies.

The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates.

At reporting dated, if the Australian dollar was 10% stronger and all other variables were constant, the Group’s net loss after tax would have decreased by $133,443 (2010: $62,115) with a corresponding increase in equity. Where the Australian dollar weakened, there would be an equal and opposite impact on the loss after tax and equity.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The capital structure of the Group consists of equity only, comprising issued capital and reserves, net of accumulated losses. The Group’s policy is to use capital market issues to meet the funding requirements of the Group.

There were no changes in the Group’s approach to capital management during the year.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

Fair value of financial assets and liabilities

The Group has adopted the amendments to AASB 7 Financial Instruments: Disclosures which require disclosure of fair value measurements by level of the following fair value measurement hierarchy:

  • level 1 ‐ quoted prices (unadjusted) in active markets for identical assets or liabilities

  • level 2 ‐ inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly ( derived from prices), and

  • level 3 ‐ inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group has no financial assets or liabilities at 30 June 2011 which have been measured at fair value using any of the above measurements.

The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 2. The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximate their values (2010: net fair values).

22. Share‐based payments

Employee share options

The Company has an ownership‐based compensation arrangement for consultants and employees of the Company.

Each option issued under the arrangement converts into one ordinary share of AusQuest Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option. Options neither carry rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.The number of options granted is at the sole discretion of the Directors.

Incentive options issued to Directors (executive and non‐executive) are subject to approval by shareholders and attach vesting conditions as appropriate.

47

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

22. Share‐based payments (contd)

Share based payment arrangements in existence during period

The following share‐based payment arrangements were in existence during the current and comparative reporting periods:

Options series Number Grant date Expiry date Exercise price
$
Fair value at grant
date
$
31 August 2009 (i)
1,000,000
17 Sept 2004
31 Aug 2009
0.30
0.064
30 June 2011(ii)
3,700,000
11 July 2006
30 June 2011
0.54
0.126
31 Jan 2012
500,000
1 Aug 2007
31 Jan 2012
0.30
0.172
31 Dec 2012
1,250,000
1 Feb 2008
31 Dec 2012
0.35
0.190
1 Dec 2013
1,350,000
13 Feb 2009
1 Dec 2013
0.20
0.106
1 Dec 2013
1,150,000
13 Feb 2009
1 Dec 2013
0.40
0.101
30 Nov 2013
500,000
26 Nov 2010
30 Nov 2013
0.30
0.116
30 Nov 2013
500,000
26 Nov 2010
30 Nov 2013
0.40
0.107
30 Nov 2013
1,750,000
3 Dec 2010
30 Nov 2013
0.40
0.088

(i) These options expired in the prior year

(ii) These options expired in the current year

The expense recognised in the statement of comprehensive income in relation to share based payments is disclosed in note 6.

The fair value of the share options granted during the financial year is $265,215 (2010: $61,168). In the current financial year, options were priced using a Black & Scholes pricing model. Expected volatility is based on the movement of the underlying share price around its average share price over the expected term of the option. The Directors have determined the expected period of exercise to be similar to the option life based on historical experience.

Inputs into the model Option series Option series Option series
30 Nov 2013 30 Nov 2013 30 Nov 2013
Grant date share price (cents)
Exercise price (cents)
Expected volatility
Option life
Dividend yield
Risk‐free interest rate
18.5 cents
18.5 cents
16 cents
30 cents
40 cents
40 cents
115%
115%
115%
3 years
3 years
3 years



5.15%
5.15%
5.05%

The following table shows a reconciliation of the outstanding share options granted as share based payments at the beginning and end of the financial year:

Balance at beginning of the financial year
Granted during the financial year
Lapsed during the financial year
Balance at end of the financial year (i)
Exercisable at end of the financial year
2011
Number of
Options
Weighted average
exercise price
$
7,950,000
0.42
2,750,000
0.38
(3,700,000)
0.54
7,000,000
0.34
7,000,000
0.34
2010
Number of
Options
Weighted average
exercise price
$
8,950,000
0.40


(1,000,000)
0.30
7,950,000
0.42
7,950,000
0.42

(i) Balance at end of the financial year

The share options outstanding at the end of the financial year had a weighted average remaining contractual life of 2.12 years (2010: 2.03 years).

Ordinary shares issued as consideration during the year

In the prior financial year the Company issued 250,000 shares at a value of $38,750 to acquire exploration interests.(2011: Nil).

48

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

23. Related party transactions

(a) Equity interests in related parties

Equity interests in subsidiaries

Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 19 to the financial statements.

(b) Transactions with key management personnel

Key management personnel compensation

Details of key management personnel compensation are disclosed in the Remuneration Report which forms part of the Directors’ Report and has been audited. The aggregate compensation of the key management personnel is summarised below:

Short term employee benefits
Post employment benefits
Other benefits
Share based payments
Consolidated
2011
$
2010
$
584,187
498,029
35,945
32,182
38,821
32,003
111,503
770,456
562,214

Key management personnel equity holdings

Fully paid ordinary shares of AusQuest Ltd

Balance
at 1 July
Balance on
appointment
Granted as
compensation
Received on
exercise of
options
Balance on
resignation
Balance
at 30 June
No. No. No. No. No. No.
2011
Greg Hancock
Chris Ellis
John Ashley
Graeme Drew
Richard Mehan(i)
Peter Ravenscroft(i)
Craig Moulton (i)
1,058,000



N/A
1,058,000
10,668,658



N/A
10,668,658
6,071,630



N/A
6,071,630
4,747,241



N/A
4,747,241
















N/A
22,545,529




22,545,529
Balance
at 1 July
Balance on
appointment
Granted as
compensation
Received on
exercise of
options
Balance on
resignation
Balance
at 30 June
No.
No.
No.
No.
No.
No.
2010
John Innes
Greg Hancock
Chris Ellis
John Ashley
Graeme Drew
Richard Mehan(i)
Peter Ravenscroft(i)
3,903,158



(3,903,158)

1,058,000




1,058,000
10,668,658




10,668,658
6,071,630




6,071,630
4,747,241




4,747,241











26,448,687



(3,903,158)
22,545,529

49

AusQuest Ltd Notes to the financial statements

Notes to the financial statements for the financial year ended 30 June 2011

23. Related party transactions (contd)

Share options of AusQuest Ltd

Balance
at 1 July
No.
Balance on
appointment
Granted as
compen‐
sation
Exercised Net other
change
Balance on
resignation
Balance at
30 June
Vested during
year
Vested and
exercisable at
30 June
No. No. No. No.(ii) No. No. No. No.
2011
Greg Hancock
Chris Ellis
John Ashley
Graeme Drew
Richard Mehan(i)
Peter Ravenscroft(i)
Craig Moulton (i)
300,000



(300,000)
N/A








N/A



500,000



(500,000)
N/A



1,000,000

1,000,000

(1,000,000)
N/A
1,000,000
1,000,000
1,000,000























N/A



1,800,000

1,000,000

(1,800,000)
1,000,000
1,000,000
1,000,000
Balance
at 1 July
Balance on
appointment
Granted as
compen‐
sation
Exercised
Net other change Balance on
resignation
Balance at
30 June
Vested during
year
Vested and
exercisable at
30 June
No. No. No. No. No.(ii) No. No. No. No.
2010
John Innes
Greg Hancock
Chris Ellis
John Ashley
Graeme Drew
Richard Mehan(i)
Peter Ravenscroft(i)
2,435,595



(2,435,595)




1,110,000



(810,000)

300,000

300,000
6,601,488



(6,601,488)




3,820,942



(3,320,942)

500,000

500,000
3,546,467



(2,546,467)

1,000,000

1,000,000

















17,514,492



(15,714,492)

1,800,000

1,800,000

(i) Mr Richard Mehan, Mr Peter Ravenscroft and Mr. Craig Moulton are/were full time employees of Cliffs Natural Resources Pty Ltd (“Cliffs”). Cliffs hold 68,308,791 shares but Mr Mehan, Mr Ravenscroftand Mr Moulton do not/did not hold shares or options independently.

(ii) Options expired and were not exercised.

Further details of the employee share option plan and of share options relating to the 2011 and 2010 financial years are contained in note 22 to the financial statements.

Other transactions with key management personnel of the Group

Premises were rented by the Group for the first two months of the financial year from ASP Investments Pty Ltd, an entity associated with John Ashley on commercial terms. Rental fees incurred during the year totaled $5,202 (2010: $67,115) and the balance payable by the Company to ASP Investments Pty Ltd at the year end was $nil (2010: $nil).

Premises were rented by the Group for the remainder of the financial year from A Super Pty Ltd, an entity associated with John Ashley on commercial terms. Rental fees incurred during the year totaled $52,513 and the balance payable by the Company to A Super Pty Ltd at the year end was $4,299.

During the year, consulting services were provided by Hancock Corporate Investments Pty Ltd, an entity associated with Greg Hancock. Services provided during the year totaled $45,000 (2010: $33,750) and the balance payable by the Company to Hancock Corporate Investments Pty Ltd at the year end was $11,250 (2010: $nil).

(c) Transactions with other related parties

Other related parties include:

  • the parent entity

  • entities with significant influence over the Group

  • associates

  • joint ventures in which the entity is a venturer

  • other related parties.

There were no other transactions during the year with other related parties.

(d) Parent entities

The ultimate parent entity in the consolidated entity is AusQuest Ltd.

50

AusQuest Ltd Notes to the financial statements

Notes to the financial statements

for the financial year ended 30 June 2011

24. Remuneration of auditors

Auditor of the Group
Audit or review of the financial report
Other audit services
The auditor of AusQuest Ltd is HLB Mann Judd.
Consolidated
2011
$
2010
$
31,450
25,925


31,450
25,925

25. Subsequent events

On 21 September 2011, the Company announced that it had increased its interest in the Banfora Gold Project from 60% to 80% following the Company successfully meeting its sole funding obligations under the Joint Venture with Endeavour Mining Limited.

26. Parent Entity Disclosures

As at 30 June 2011, and throughout the financial year ended 30 June 2011 the parent company of the Group was AusQuest Ltd.

Result of the parent entity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Financial position of parent entity at year end
Current assets
Non‐current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising of:
Share capital
Reserves
Accumulated losses
Total equity
Parent entity contingencies
The parent entity has no contingent liabilities as at 30 June 2011 (2010: nil).
2011
$
2010
$
(11,414,503)
(3,144,283)

(11,414,503)
(3,144,283)
11,856,134
19,349,884
18,408,286
21,889,451
30,264,420
41,239,335
990,453
816,080
990,453
816,080
52,307,672
52,307,672
847,395
1,048,976
(23,881,101)
(12,933,393)
29,273,966
40,423,255

Parent entity capital commitments

The parent entity currently has no capital commitments for the acquisition of property, plant and equipment.

27. Acquisition of controlled entity

During the current year, E&A Resources Pty Ltd issued additional ordinary shares to AusQuest Ltd which increased AusQuest’s interest from 51% to 60%. This was in accordance with the agreement between AusQuest Ltd and the other shareholder of E&A Resources Pty Ltd which defined the trigger point for the issue of the additional ordinary shares as being when AusQuest Ltd had spent US $2 million in exploration costs on the areas of interest held in Burkina Faso by Comoe Resources SARL, a subsidiary of E&A Resources Pty Ltd. This was as a result of AusQuest meeting the first stage of its minimum expenditure requirements under the shareholders deed with Endeavour Mining Ltd in relation to the Banfora Gold Project.

51