BANNERMAN ENERGY LTD — Interim / Quarterly Report 2009

Mar 12, 2009

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BANNERMAN RESOURCES LIMITED ABN 34 113 017 128 AND CONTROLLED ENTITIES

Consolidated Financial Statements For the Half Year Ended 31 December 2008

1

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED FINANCIAL REPORT For the Half Year Ended 31 December 2008

Company Directory	3
Directors’ Report	5
Auditors’ Independence Declaration	12
Consolidated Income Statement	13
Consolidated Balance Sheet	14
Consolidated Cash Flow Statement	15
Consolidated Statement of Changes in Equity	16
Notes to the Financial Statements	18
Directors’ Declaration	28
Auditors’ Review Statement	29

2

COMPANY DIRECTORY

DIRECTORS

Len Jubber (Chief Executive Officer)

Geoff Stanley (Non-Executive Chairman)

Alastair Clayton (Non-Executive Director)

Clive Jones (Non-Executive Director)

James McClements (Non-Executive Director)

David Tucker (Non-Executive Director)

COMPANY SECRETARY

Lisa Wynne

REGISTERED OFFICE

Level 2, 22 Oxford Close LEEDERVILLE WA 6005 Telephone: (08) 9381 1436 Facsimile: (08) 9381 1068

AUDITORS

Ernst & Young 11 Mounts Bay Road PERTH WA 6000

SHARE REGISTRARS

Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009 Telephone: (+61-8) 9389 8033 Facsimile: (+61-8) 9389 7871

Computershare Investor Services 100 University Ave, 11[th] Floor TORONTO CANADA Telephone: (+1-416) 263 9200 Facsimile: (+1-888) 453 0330

3

COMPANY DIRECTORY

STOCK EXCHANGE LISTINGS

Australian Stock Exchange (Home Exchange: Perth, Western Australia) Code: BMN

Toronto Stock Exchange Code: BAN Namibian Stock Exchange Code: BMN

4

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

Your directors submit the consolidated financial report of Bannerman Resources Limited and its controlled entities (the “Group”) for the half-year ended 31 December 2008.

Amounts are expressed in Australian dollars unless otherwise noted.

DIRECTORS

The names of the company’s directors in office during the half year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated.

Len Jubber	Chief Executive Officer (appointed 17/11/08)
Peter Batten	Managing Director (resigned 26/8/08)
Geoff Stanley	Non Executive Chairman
Alastair Clayton	Non Executive Director
Clive Jones	Non Executive Director (Managing Director from 26/8/08 to 17/11/08)
Nathan McMahon	Non Executive Director (resigned 17/12/08)
James McClement	Non Executive Director (appointed 17/12/08)
David Tucker	Non Executive Director
Lisa Wynne	Company Secretary

REVIEW AND RESULTS OF OPERATIONS

Revenues and Loss

The Group experienced an increase in revenue and a decrease in losses during the half year. Revenue and Other Income for the half year was $327,853 (2007: $258,427) representing an increase of 27%. This was due to higher interest received during the six months.

The consolidated net loss before income tax benefit was $2,694,063 (2007: $13,047,530).The main reasons for the variance were a decrease in share based payments expense for directors and employees and no fair value movement for a derivative financial liability which was recognised for accounting purposes in the prior period.

Cash Position

The Group’s cash balance as at 31 December 2008 was $13,196,260 following the drawdown on 16 December 2008 of the first $10 million tranche of the three year $20 million convertible note facility agreed with Resource Capital Funds (refer announcement dated 17 November 2008). The Company has the option to draw down the second tranche of $10 million on or before 14 June 2009.

Correction to Prior Period Financial Statements

Two technical accounting treatments adopted in prior years have been adjusted to properly align the financial statements with Australian Accounting Standards. The corrections relate to the determination of the cost of acquisition of the Company’s subsidiary (Bannerman Mining Resources (Namibia) (Pty) Ltd), and the recognition and disclosure in the income statement and balance sheet of the minority 20% interest in Bannerman Mining Resources (Namibia) (Pty) Ltd.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

Overview

The Group’s principal focus is the exploration and development of uranium projects in Namibia and it also holds exploration properties in Botswana. Its principal and most significant asset is the Etango project in Namibia which is at the feasibility stage of development.

The Etango project area forms part of Exclusive Prospecting Licence (EPL) 3345 which, along with the Swakop River EPL 3346, was granted to Turgi Investments Pty Ltd, now renamed Bannerman Mining Resources (Namibia) (Pty) Ltd (“Bannerman Namibia”), on April 27, 2006 for an initial three year period to explore for nuclear fuels (including uranium, expressed as uranium oxide (U3O8)).

The original EPL 3345 area was 50,027 hectares in size and had an annual expenditure commitment of N$570,000 in the first year and N$1,380,000 per year thereafter (up until April 2009). (Exchange rate at 31 December 2008 A$1 = N$6.54).

Renewal applications for all licences have been lodged. To 31 December 2008, Bannerman has spent approximately $31.5 million on exploration activity on its Namibian licences.

In May 2005, Bannerman purchased 80% of Bannerman Namibia from Mr Clive Jones. Under the Share Sale Agreement for this acquisition, the minority interest is free carried through to the completion of a bankable feasibility study on one of Bannerman Namibia’s projects.

There are no land holders over the area of the Etango project and as such no royalties or agreements are in place. Government royalties are payable and revised royalty legislation is currently being introduced in Namibia.

Since its incorporation in 2005, Bannerman’s exploration activities have defined a mineral resource, using a cut-off grade of 100 ppm U3O8, comprising Indicated Mineral Resources of 195.5 million tonnes grading 207 ppm U3O8 for 89.2 million pounds of U3O8, and Inferred Mineral Resources of 87.0 million tonnes grading 195 ppm U3O8 for 37.4 million pounds of U3O8. This resource estimate was prepared by the Company’s consultants, Coffey Mining Pty Ltd (formerly RSG Global) (“Coffey Mining”). The August 2008 resource estimate is fully described in the “ August 2008 Etango Uranium Project Technical Report ” and the February 2009 resource update is described in the Company’s news release dated 11 February 2009.

In September 2007, the Company announced the completion of a scoping study which considered the potential economic development of the Etango Anomaly A uranium deposit. The Study was prepared by Independent Metallurgical Operations (“IMO”) in conjunction with Coffey Mining. Following the positive results of the Scoping Study, work commenced on a feasibility study for the development of a uranium mine at the Etango project in Namibia. The feasibility study is ongoing and is being undertaken in conjunction with GRD Minproc, IMO, Coffey Mining and other consultants. A preliminary feasibility study is expected to be completed by 30 June 2009 and a final feasibility study is planned to be completed by the end of 2009.

Highlights

Corporate

On 17 November 2008, Mr Len Jubber commenced as Chief Executive Officer of the Company. Mr Jubber has extensive experience in the minerals industry both in Australia and other countries. He was Managing Director and CEO of Perilya Limited from 2005 to 2008 and had previously been Chief Operating Officer and an Executive Director of OceanaGold Limited.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

Bannerman continues to build its executive management team reflecting the important nature of the Company’s development and the expanded skill base necessary to grow and finance its projects. In accordance with this, Mr Peter Kerr was appointed to the position of Chief Financial Officer on 2 February 2009.

The Company executed a $20 million convertible note finance facility in November 2008 with Resource Capital Funds (“RCF”). Drawdown of the first $10 million tranche of this facility occurred on 16 December 2008. Drawdown of the second $10 million tranche is conditional on shareholder approval and the satisfaction of other standard conditions subsequent, and must occur on or before 14 June 2009.

Following the successful completion of the convertible note facility with RCF, Mr James McClements was appointed to the Board on 17 December 2008. Also during the half year, Mr Nathan McMahon resigned from the Board.

Settlement of Litigation

On 17 December 2008, Bannerman announced that its Namibian subsidiary, Bannerman Namibia, entered into an agreement to settle the litigation brought by Savanna Marble CC (“Savanna”) and certain associated parties. Under the terms of the settlement agreement, Savanna has agreed to discontinue its review application in the High Court of Namibia by which Savanna had sought a declaration that the grant by the Minister of Mines and Energy of Namibia of the Company’s EPL 3345, on which the Etango Project is situated, was void. This settlement has removed a very real threat to the Company’s timetable for the development of the Etango Project and any possibility of losing the licence.

Under the terms of the settlement agreement, in consideration for the termination of the proceedings, Savanna is entitled to receive up to $3.5 million cash and 9.5 million fully paid ordinary shares in Bannerman. The initial payment of $3 million cash and 5.5 million shares was made to Savanna following the end of the half year and the further payment of $0.5 million cash and 4.0 million shares (subject to shareholder approval or payable in cash if shareholder approval is not obtained) is contingent on the grant of the Etango Project mining licence. The Company must use its best endeavours to obtain grant of the Etango project mining licence.

Etango Project Update (80% Bannerman)

Resource Upgrade

During the half year, infill drilling was completed in the Etango Project on the Anomaly A and adjacent Oshiveli deposit areas. This drilling enabled the preparation of an updated resource statement following 31 December 2008. The updated resource estimate was prepared by Coffey Mining in accordance with Canadian National Instrument 43-101 and upgraded the resource from the previous August 2008 estimate, as tabulated below. The details of the resource estimate were included in the Company’s news release dated 11 February 2009 in Canada and 12 February 2009 in Australia.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

Updated Resource Estimate – February 2009

		INDICATED RESOURCES	INDICATED RESOURCES	INDICATED RESOURCES	INDICATED RESOURCES		INFERRED RESOURCES	INFERRED RESOURCES	INFERRED RESOURCES	INFERRED RESOURCES
Lower Cut-off		Tonnes	Grade	Contained U3O8			Tonnes	Grade	Contained U3O8
(ppm)		(Mt)	(ppm **U3O8) **	(Tonnes)	(Mlbs)		(Mt)	(ppm **U3O8) **	(Tonnes)	(Mlbs)
100		195.5	207	40,500	89.2		87.0	195	17,000	37.4
150 200		146.2 86.7	234 275	34,200 23,900	75.4 52.6		63.2 34.5	221 259	13,900 8,900	30.7 19.7

Note: Figures have been rounded; bulk density of 2.62t/m[3] ; Ordinary Kriged estimate based on cut 3m U3O8 composites; block dimensions of 25mNS x 25mEW x 10mRL.

Previous Resource Estimate – August 2008

Lower Cut- off (ppm)	Lower Cut- off (ppm)	Lower Cut- off (ppm)	INDICATED RESOURCES	INDICATED RESOURCES	INDICATED RESOURCES	INDICATED RESOURCES		INFERRED RESOURCES	INFERRED RESOURCES	INFERRED RESOURCES	INFERRED RESOURCES
Lower Cut- off			Tonnes	Grade	Contained U3O8			Tonnes	Grade	Contained U3O8
(ppm)			(Mt)	(ppm **U3O8) **	(Tonne s)	(Mlbs)		(Mt)	(ppm **U3O8) **	(Tonnes)	(Mlbs)
100			145.0	209	30,400	66.9		91.6	197	18,000	39.7
150 200			112.3 69.4	233 269	26,200 18,700	57.7 41.2		65.5 34.5	224 268	14,700 9,300	32.3 20.4

Note: Figures have been rounded; bulk density of 2.62t/m[3] ; Ordinary Kriged estimate based on cut 3m U3O8 composites; block dimensions of 25mNS x 25mEW x 10mRL.

The updated estimate represents a 33% increase in the contained metal content of the Indicated Resource category compared with the previous August 2008 estimate. Indicated Resources now represent 70% of the total estimate compared with 63% previously.

The estimate includes the Oshiveli deposit which is located immediately adjacent and to the north of the Anomaly A deposit. The resource estimate for Oshiveli, above a lower cut-off grade of 100ppm, comprises Indicated Resources of 5.5Mt at 182 ppm for 2.2Mlbs of contained U3O8 and Inferred Resources of 17.6Mt at 187 ppm for 7.3Mlbs of contained U3O8.

Bannerman prefers to report its resource estimates at a cut-off grade of 100 ppm U3O8. Lifting the cut-off grade, as shown in the tables above, has the potential to materially increase the average grade of the resource while still maintaining a substantial resource tonnage and metal content. For example, an increase in the cutoff grade from 100 ppm to 200 ppm U3O8 results in the average grade of the Indicated Resource increasing 33% from 207 ppm to 275 ppm U3O8. This characteristic of the deposit is expected to provide increased mining and economic flexibility for the Etango Project.

Resource Growth

Bannerman has now completed four resource estimates since commencing drilling activities at the Etango Project in late 2006. These estimates are depicted below (using a lower cut-off grade of 100 ppm U3O8) and demonstrate the growth potential of the Etango Project’s resources.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

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Bannerman Resources Limited
Growth in Etango Project Mineral Resources
100
89.2
90
80 Indicated
70 Inferred 66.9
59.3
60
50
39.7
37.4
40
30 26.9
20
12.9
10
0
May 2007 January 2008 August 2008 February 2009
OContained Metal (Million lbs U)83
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Drilling activities at Anomaly A in 2008 largely focused upon infill programs with the objective of increasing deposit confidence and converting Inferred Resources to Indicated status for the feasibility study. Drilling programs along the strike extents of the deposit are now targeting resource increases.

Resource extension drilling commenced in January 2009 on either side of the Anomaly A resource area. Geohydrology, geotechnical and plant sterilisation drilling progressed significantly and are planned for completion in the March 2009 quarter.

Metallurgical Testwork

Comminution

Testing of High Pressure Grinding Roll (HPGR) crushing technology was completed and the results are expected in the June 2009 quarter. HPGR technology is being considered for the Etango Project as it may lead to reduced energy costs compared with conventional crushing and milling technology.

Agitated Leach

The second round of agitated leach optimisation testing was completed in late December 2008. The favourable sulphuric acid consumption results in prior tests continued with a likely range of 15-20 kg/tonne compared with 30kg/tonne previously assumed in the Scoping Study. The results also indicate that there appears to be little advantage in pursuing a fine grind as metal extraction is not strongly dependent on grind size.

Heap Leach

Preliminary scoping level heap leach testwork was commenced late in the half year. The program tested the effect of crushed product size and free acid concentration. On the basis of the encouraging extraction performance demonstrated in this preliminary program, a further optimisation round of testwork on coarser crushed product sizes was commenced. Column leach tests are planned to be commenced shortly to provide design data for the comparison with the agitated leach approach modelled in the prefeasibility study.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

Investigations into heap leaching are being pursued as the process has the potential for lower capital and operating costs.

Mine Design

Geohydrology drilling comprising eight holes around the proposed pit, plant and tailings storage facility (“TSF”) areas was completed during the period. Pit geotechnical drilling was 57% complete with a further 1,015 metres planned for the March 2009 quarter. Results from the respective drilling programs will be incorporated in mine planning activities to be conducted as part of the prefeasibility study.

Infrastructure

Sterilisation drilling of the proposed processing plant and TSF site was 83% complete (900 metres outstanding) and is scheduled to be completed in the June 2009 quarter.

Social and Environmental Impact Assessment

A series of community participation meetings were conducted during the half year. No critical issues were identified during this process. The first stage of the environmental assessment was completed and the results serve to provide input to the completion of the next level of assessment.

Schedule

The encouraging heap leach amenability testwork has indicated that this process may have the potential to complement or fully substitute the agitated leaching approach adopted to date. In addition to the heap leach optimisation testwork, an economic evaluation is being undertaken to select the process flow sheet for the feasibility study. The time required for completing the heap leach metallurgical testwork has necessitated an extension to the prefeasibility study completion date to the end of June 2009. As a consequence, the completion of the bankable feasibility study is currently expected to occur in the December 2009 quarter.

Exploration

Considerable scope exists for further expansion of the existing mineral resource estimate along strike of the Anomaly A deposit to the north at Oshiveli and Onkelo and to the south at Ondjamba.

During the period, a follow-on drilling program was completed at Oshiveli immediately above the northern boundary of the Anomaly A deposit. This drilling has been incorporated into the Etango Project updated resource estimate.

Seven holes were drilled in a ground radiometric target located at the southern extent of the Ondjamba prospect during the period. Promising intercepts were recorded between 20-200 metres below surface, with grades ranging from 150ppm to 200ppm and downhole intervals up to 50 metres. Follow-up work, including structural geological interpretation of the drilling results from this previously untested area, is planned in the March 2009 quarter.

The exploration plan to the end of June 2009 in the Ondjamba area includes two drilling phases for a total of 17,000 metres. A follow-on phase of 19,000 metres is planned in the September 2009 quarter.

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

For the Half Year Ended 31 December 2008

In addition, approximately 7,700 metres of drilling in two phases is scheduled at Onkelo to the end of June 2009. The area has been the target of previous exploration which included ground work (geological mapping and drilling) as well as aerial and ground based geophysical investigations.

Swakop River Project (80% Bannerman)

The Swakop River licence surrounds Paladin Energy Ltd’s (“Paladin”) Langer Heinrich Uranium mine on three sides. The project area contains extensive palaeodrainage channel targets with uranium documented in calcretised sediments. Field reconnaissance in the area has confirmed the presence of these sediments, which are similar in tenor to that hosting uranium mineralisation in the adjacent Langer Heinrich palaeo-channel.

No exploration activities were conducted at the project during the half year. Drilling of approximately 40 holes (1,600 metres) at the Bloedkoppie prospect is scheduled for the March 2009 quarter.

Botswana Project (100% Bannerman)

Bannerman controls three Prospecting Licences (131/2005 to 133/2005) for uranium, precious metals, base metals and platinum group minerals in Botswana. These licences are referred to as the Serule South, Serule North and Dukwe Licences and are located in the Foley and Sua Pan regions in Botswana. The tenements cover an area of 2,308km[2] .

Preliminary drilling at both the Serule and Dukwe projects in Botswana was completed during the half year. The drilling targeted uranium and copper anomalies identified from an earlier soil sampling program. Results are pending.

AUDITORS INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the directors of Bannerman with an Independence Declaration in relation to the half year ended 31 December 2008. The Independence Declaration is attached to and forms part of this Directors’ Report (page 12).

Signed in accordance with a resolution of the Board of Directors.

_____ Len Jubber Chief Executive Officer Perth 13 March 2009

The information in this report relating to the Mineral Resources at the Etango Project is based on a resource estimate completed by Mr Neil Inwood who is a full time employee of Coffey Mining Pty Ltd. Mr Inwood is a Member of The Australasian Institute of Mining and Metallurgy and has sufficient experience relevant to the style of mineralisation and types of deposits under consideration and to the activity which is being undertaken to qualify as Competent Person as defined in the 2004 Edition of the “ Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ”, and is an independent consultant to Bannerman Resources and a Qualified Person as defined by NI 43-101. Mr Inwood consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to the metallurgical test work undertaken on Etango Anomaly A Deposit samples was completed by Mr Gary Jobson who is a consulting metallurgist to Independent Metallurgical Operations Pty Ltd. Mr Jobson is a Member of The Australasian Institute of Mining and Metallurgy and has extensive experience relevant to the activity which is being undertaken. Mr Jobson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Auditor's Independence Declaration to the Directors of Bannerman Resources Limited

In relation to our review of the financial report of Bannerman Resources Limited for the half-year ended 31 December 2008, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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Ernst & Young

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G A Buckingham Partner Perth 13 March 2009

Liability limited by a scheme approved under Professional Standards Legislation

GB:JC:BMN:006

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED INCOME STATEMENT (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

Note Continuing Operations Other revenue 2 Other income 3 Other expenses Director’s fees Director’s share based payments Employee benefits expense Compliance and regulatory expenses Depreciation expense Interest expense 9 Impairment of available for sale financial assets Increase in fair value of derivative financial liability 10 Exploration expenditure written off Loss from continuing operations before income tax Income tax benefit Net Loss for the half year Loss is attributed to: Equity holders of the parent company Minority interest Loss per share Basic and diluted loss per share (cents per share)	31 December 2008 31 December 2007 $ $ 325,709 258,168 2,144 259 (1,513,610) (1,040,488) (111,667) (179,167) (386,730) (6,865,121) (582,685) (324,150) (191,784) (103,965) (142,240) (27,907) (49,657) - (43,543) (64,025) - (4,685,115) - (16,019)
	(2,694,063) (13,047,530)
	402,682 -
	(2,291,381) (13,047,530)
	(2,198,003) (12,987,094) (93,378) (60,436)
	(2,291,381) (13,047,530)
	(1.48) (10.16)

See accompanying notes to consolidated financial statements

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED BALANCE SHEET (Expressed in Australian dollars)

As at 31 December 2008

Note ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Available for sale financial assets Property, plant and equipment 7 Exploration and evaluation expenditure 6 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 8 Provisions TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Interest bearing liabilities 9 TOTAL NON CURRENT LIABILITIES TOTAL LIABILITES NET ASSETS EQUITY Issued capital 11 Reserves Accumulated losses TOTAL PARENT ENTITY INTEREST Minority interest	31 December 2008 $ 13,196,260 2,346,247 52,675 15,595,182 8,080 1,599,648 42,620,722 44,228,450 59,823,632 6,117,139 55,177 6,172,316 7,616,905 7,616,905 13,789,221 46,034,411 48,277,705 47,048,430 (50,207,262) 45,118,873 915,538 46,034,411	30 June 2008 $ 13,639,963 995,605 140,693
		14,776,261
		51,623 726,468 21,975,479
		22,753,570
		37,529,831
		1,076,920 56,356
		1,133,276
		-
		-
		1,133,276
		36,396,555
		41,797,705 41,747,085 (48,009,259)
		35,535,531
		861,024
		36,396,555

See accompanying notes to consolidated financial statements

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED CASH FLOW STATEMENT

(Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

Note CASHFLOWS USED IN OPERATING ACTIVITIES Payments to suppliers and employees Interest received Payments for exploration and evaluation activities Net cash used in operating activities CASHFLOWS USED IN INVESTING ACTIVITIES Purchase of equity investment Purchase of plant and equipment Net cash used in investing activities CASHFLOWS FROM FINANCING ACTIVITIES Proceeds from issue of equity Proceeds from issue of convertible note Cost of issues Net cash from financing activities Net decrease in cash held Cash and cash equivalents at beginning of period Effects of exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at end of period 4	31 December 2008 31 December 2007 $ $ (2,288,821) (1,565,457) 404,750 261,504 (9,345,119) (6,721,398)
	(11,229,190) (8,025,351)
	- (3,300) (1,015,420) (168,843)
	(1,015,420) (172,143)
	1,920,000 472,500 10,000,000 - (660,820) -
	11,259,180 472,500
	(985,430) (7,724,994) 13,639,963 11,372,832
	541,727 22,937
	13,196,260 3,670,775

See accompanying notes to consolidated financial statements

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Expressed in Australian dollars)

For The Half Year Ended 31 December 2008

---

Balance at 1 July 2008 as previously reported Correction of error (Note 10) Restated balance at 1 July 2008 Equity Transactions: Shares issued during the period Shares to be issued Share based payments Equity component of convertible note Deferred tax on convertible note Foreign currency translation Total income and expense for the period recognised directly in equity Profit / (loss) for the period Total income and expense for the period Total Equity at 31 December 2008	Issued Capital Accumulated Losses Option Reserve Foreign Currency Reserve Convertible Note Reserve Minority Interest Total $ $ $ $ $ $ $ 41,797,705 (14,815,957) 46,214,800 (13,225,063) - - 59,971,485 - (33,193,302) - 8,757,348 - 861,024 (23,574,930)
	41,797,705 (48,009,259) 46,214,800 (4,467,715) - 861,024 36,396,555
	2,300,000 - - - - - 2,300,000 4,180,000 - - - - - 4,180,000 - - 386,730 - - - 386,730 - - - - 1,342,275 - 1,342,275 - - - - (402,682) - (402,682)
	6,480,000 - 386,730 - 939,593 - 7,806,323 - - - 3,975,022 - 147,892 4,122,914
	- - - 3,975,022 - 147,892 4,122,914 - (2,198,003) - - - (93,378) (2,291,381)
	(2,198,003) - - - (93,378) (2,291,381)
	48,277,705 (50,207,262) 46,601,530 (492,693) 939,593 915,538 46,034,411

See accompanying notes to consolidated financial statements

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BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Expressed in Australian dollars) For The Half Year Ended 31 December 2007

---

	Issued Capital Accumulated Losses Option Reserve Foreign Currency Reserve Convertible Note Reserve Minority Interest Total $ $ $ $ $ $ $ 19,690,066 (3,863,660) 20,008,160 (46,076) - - 35,788,490 - (28,531,971) - (1,041,932) - 1,163,065 (28,410,838)
	19,690,066 (32,395,631) 20,008,160 (1,088,008) - 1,163,065 7,377,652
	519,531 - - - - - 519,531 - - - - - - - - - 25,246,502 - - - 25,246,502 - - - - - - - - - - - - - -
	519,531 - 25,246,502 - - - 25,766,033 - - - 420,500 - 60,940 481,440
	- - - 420,500 - 60,940 481,440 - (12,987,094) - - - (60,436) (13,047,530)
	- (12,987,094) - - - (60,436) (13,047,530)

See accompanying notes to consolidated financial statements

17

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

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1. BASIS OF PREPARATION AND ACCOUNTING POLICIES

Basis of preparation

This general purpose condensed financial report for the half year ended 31 December 2008 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001.

The financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the Group as the full financial report.

It is recommended that this half year financial report be read in conjunction with the annual report for the year ended 30 June 2008 and considered together with any public announcements made by Bannerman Resources Limited during the half year ended 31 December 2008 in accordance with the continuous disclosure obligations of the ASX Listing Rules.

Apart from the new accounting policy noted below in 1(a), the accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.

From 1 July 2008, the Group has adopted the following Standards and Interpretations, mandatory for annual periods beginning on or after 1 July 2008:

• AASB 2008-10 Amendment to Australian Accounting Standards – Reclassification of Financial Assets (amendments to AASB 139 Financial Instruments: Recognition and Measurement and AASB 7 Financial Instruments Disclosures)

Adoption of these standards and interpretations did not have any effect on the financial position or performance of the Group.

The Group has not elected to early adopt any new standards or amendments.

a) Interest bearing loans and borrowings

The component of the convertible notes which exhibits characteristics of a borrowing is recognised as a liability in the balance sheet, net of transaction costs. On the issue of convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non-convertible note and this amount is carried as a long-term liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The remainder of the proceeds is allocated to a convertible note reserve that is recognised and included in shareholders’ equity. The carrying amount of the reserve is not remeasured in subsequent years.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

18

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

b) Going concern

The consolidated financial statements have been prepared on the basis that the Group will continue to meet its commitments and realise its assets and settle its liabilities in the ordinary course of business. The Group’s current cash flow forecasts show that it will need to raise additional capital or draw on the $10 million Standby Tranche of the RCF convertible note facility in April 2009 (refer Note 9).

Subject to shareholder approval and normal undertakings, the Group has access to the $10 million Standby Tranche of the RCF convertible note facility which, if required, must be drawn down on or before 14 June 2009. The notice of meeting to approve this will be sent to shareholders in mid March 2009 and the meeting will be held in mid April 2009.

The directors believe that, at the date of this financial report, there are reasonable grounds to believe that, having regard to the matters set out above, the Group will be able to draw on the Standby Tranche of the RCF convertible note facility to enable it to meet its obligations as and when they fall due.

Should the shareholders not vote in favour of the drawdown of the Standby Tranche, the Group will be required to source additional funding.

Should the Group not achieve the matters set out above, there is uncertainty whether the Group would continue as a going concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report. The financial report does not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classifications of liabilities that might be necessary should the Group not be able to continue as a going concern.

2. OTHER REVENUE Interest received 3. OTHER INCOME Profit on sale of fixed assets Sundry income	31 December 2008 31 December 2007 $ $
	325,709 258,168
	2,144 - - 259
	2,144 259

19

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

4. CASH & CASH EQUIVALENTS Cash at bank and on hand Cash at call (interest bearing) Short term deposits (interest bearing) Under the terms of the Convertible Note (Note 9), the Company must, unless approved otherwise, at all times maintain a minimum working capital (net cash) of not less than $3,000,000. 5. TRADE & OTHER RECEIVABLES GST/VAT receivable Other receivables 6. EXPLORATION & EVALUATION EXPENDITURE Opening balance Expenditure incurred during the period Foreign currency translation movements Write downs	31 December 2008 $ 149,897 7,000,000 6,046,363 13,196,260 2,333,553 12,694	30 June 2008 $ 639,963 - 13,000,000
		13,639,963
		904,482 91,123
	2,346,247	995,605
	21,975,479 16,931,707 3,713,536 - 42,620,722	9,852,306 13,242,808 (1,103,616) (16,019)
		21,975,479

The value of the Company’s interest in exploration expenditure is dependent upon:

• the continuance of the Company’s rights to tenure of the areas of interest;

• the results of future exploration; and

• the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.

20

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

7. PROPERTY, PLANT & EQUIPMENT

31 December 2008 Land and buildings Vehicles Plant and equipment Office equipment and furniture 30 June 2008 Land and buildings Vehicles Plant and equipment Office equipment and furniture 8. TRADE & OTHER PAYABLES Creditors and accruals Savanna settlement (incl VAT) 9. INTEREST BEARING LIABILITIES Non Current Liability Secured convertible note	Cost $ Accumulated Depreciation $ Net Book Value $ 871,484 - 871,484 270,844 (70,463) 200,381 284,941 (69,903) 215,038 452,920 (140,175) 312,745	Cost $ Accumulated Depreciation $ Net Book Value $ 871,484 - 871,484 270,844 (70,463) 200,381 284,941 (69,903) 215,038 452,920 (140,175) 312,745	Cost $ Accumulated Depreciation $ Net Book Value $ 871,484 - 871,484 270,844 (70,463) 200,381 284,941 (69,903) 215,038 452,920 (140,175) 312,745
	1,880,189 (280,541) 1,599,648
	365,280 - 365,280 232,252 (57,304) 174,948 55,297 (27,086) 28,211 235,797 (77,768) 158,029
	888,626 (162,158) 726,468
		31 December 2008 $ 1,737,139 4,380,000	30 June 2008 $ 1,076,920 -
		6,117,139	1,076,920
		7,616,905
			-

Included in creditors and accruals in Note 8 above is an amount of $49,657 for accrued interest to 31 December 2008 on the convertible note.

In November 2008, Bannerman entered into a financing agreement with Resource Capital Fund IV L.P. (“RCF”) for $20 million through a convertible note facility comprising an initial tranche of $10 million (“First Tranche”) and a standby tranche of $10 million (“Standby Tranche”) available within 6 months from drawdown of the First Tranche.

Interest accrues on the convertible note at 8% per annum and is paid half yearly in arrears in cash or shares, at Bannerman’s election. Bannerman shareholder approval is required to drawdown the Standby Tranche. The First Tranche was drawn down on 16 December 2008.

The convertible note is secured by a fixed and floating charge over the Company’s assets and a share mortgage over the Company’s shares in Bannerman Mining Resources (Namibia) (Pty) Ltd.

21

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

RCF is entitled at any time after drawdown until maturity to convert the principal and any accrued interest into Bannerman ordinary shares at a conversion price of:

• First Tranche: $0.612 a share; and

• Standby Tranche: the lower of the First Tranche conversion price and a 20% premium to the 30 day VWAP of a share as at the date of drawdown of the Standby Tranche, subject to a floor of $0.45.

On maturity (15 December 2011), if the note holder has not elected to convert the principal into equity, it will be repaid in cash the initial principal amount invested and any interest accrued thereon.

10. CORRECTION OF ERRORS

Two accounting treatments adopted in prior years have been corrected to align the financial statements with the requirements of Australian Accounting Standards. The corrections related to:

1. The determination of the cost of acquisition of the Company’s 80% interest in its subsidiary company, Bannerman Mining Resources (Namibia) (Pty) Ltd. Specifically, certain share options issued to the vendor as part of the consideration were incorrectly measured at the date of acquisition. Furthermore, these options should have been treated as a derivative financial liability and subsequently measured at fair value through profit and loss instead of being capitalised to the cost of the asset;

2. The correct recognition, measurement and disclosure in the income statement and balance sheet of the minority’s 20% interest in Bannerman Mining Resources (Namibia) (Pty) Ltd.

The financial statements for the half year ended 31 December 2007 and year ended 30 June 2008 have been restated to correct these errors.

The impact of the restatement on the Consolidated Income Statement and Consolidated Statement of Changes in Equity for the comparative half-year ended 31 December 2007 and the Consolidated Balance Sheet for the comparative year ended 30 June 2008 is as follows:

22

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars) For the Half Year Ended 31 December 2008

---

Consolidated Income Statement for the period ended 31 December 2007

	Restated balance $	Previously reported balance $	Impact $
Gain /(Loss) on derivative liability	(4,685,115)	-	(4,685,115)
Net loss for the period	(13,047,530)	(8,362,415)	(4,685,115)
Net Loss attributable to:
- Equity holders of the parent company	(12,987,094)	(8,362,415)	(4,624,679)
- Minority interest	(60,436)	-	(60,436)

Consolidated Balance Sheet as at 30 June 2008

	Restated balance $	Previously reported balance $	Impact $
Exploration and evaluation expenditure	21,975,479	45,550,409	(23,574,930)
Net Assets	36,396,555	59,971,485	(23,574,930)
Accumulated losses	(48,009,259)	(14,815,957)	(33,193,302)
Reserves	41,747,085	32,989,737	8,757,348
Minority interest	861,024	-	861,024
Total Equity	36,396,555	59,971,485	(23,574,930)

Consolidated Statement of Changes in Equity for the period ended 31 December 2007

	Restated balance $	Previously reported balance $	Impact $
Accumulated losses	(45,382,727)	(12,226,079)	(33,156,648)
Reserves	44,587,244	45,385,320	798,076
Income and expenditure recognised directly in equity attributable to:
Equity holders of the parent company	(12,987,094)	(8,362,415))	(4,624,679)
Minority interest	(60,436)	-	(60,436)

23

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

Basic and diluted loss per share for the half year ended 31 December 2007 has also been restated. The amount of the correction for the basic and diluted loss per share was an increase in the loss per share of 3.62 cents.

11. ISSUED CAPITAL

• (a) Issued, to be issued and outstanding:

	Number of shares	Amount $
Issued
Balance, July 1, 2007	127,532,617	19,690,066
Issued:
Exercise of options	4,725,000	472,500
Issue to Haywood Securities (ii)	17,419	47,031
Balance, 31 December 2007	132,275,036	$ 20,209,597
Placement (net of share issue costs) (i)	10,500,000	20,855,437
Exercise ofoptions	3,200,000	732,671
Balance, 30June 2008	145,975,036	$ 41,797,705
Exercise of options	4,800,000	1,920,000
Issue to RCF(iii)	500,000	380,000
Balance, 31 December 2008	151,275,036	$ 44,097,705
Shares to be issued
Savanna settlement(iv)	5,500,000	4,180,000
Total Share Capital, 31 December 2008	156,775,036	$ 48,277,705

• (i) In February 2008, the Company engaged Haywood Securities Inc. of Canada as lead underwriter to raise gross proceeds of C$21,000,000 by way of a private placement to North American and European institutional investors. The placement was finalised on March 28, 2008.

• (ii) On November 19, 2007, the Company issued Haywood Securities Inc. 17,419 fully paid ordinary shares for services rendered when the Company listed on the TSX.

• (iii) On December 17, 2008, the Company issued Resource Capital Fund (RCF) 500,000 fully paid ordinary shares as part of the RCF convertible note facility agreement (refer note 9).

• (iv) On 17 December 2008, the Company entered into a settlement agreement with Savanna Marble CC (“Savanna”) relating to Savanna’s legal challenge to the Company’s rights to the Etango exploration prospecting licence. Under the terms of the Savanna settlement agreement, in consideration for the termination of the proceedings, Savanna is entitled to receive $3.5 million cash and 9.5 million fully paid ordinary shares in Bannerman. The initial payment comprising $3 million cash (made on 8 January 2009) and 5.5 million shares (issued on 14 January 2009) has been recorded as at 31 December 2008.

• (b) Options on issue:

24

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

The continuity of outstanding share purchase options as at 31 December 2008 is as follows:

Expiry Dates		Exercise	Balance	Granted	Exercised	Expired	Balance 31	Vested 31
		Price	30 June 2008			Cancelled	December 2008	December 2008
August 18, 2008		A$0.400	4,800,000	-	(4,800,000)	-	-	-
May 28, 2010		A$0.200	4,612,500	-	-	-	4,612,500	4,612,500
November 30, 2010		A$6.500	2,250,000	-	-	-	2,250,000	2,250,000
December 13, 2010		A$0.200	4,725,000	-	-	-	4,725,000	4,725,000
September 1, 2011		A$2.510	-	1,000,000	-	-	1,000,000	1,000,000
September 1, 2011		A$2.440	-	250,000	-	-	250,000	250,000
December 27, 2011		A$2.400	200,000	-	-	-	200,000	200,000
November 30,2011		A$7.500	2,250,000	-	-	-	2,250,000	2,250,000
June 21, 2012		A$3.700	75,000	-	-	-	75,000	-
September 1, 2012		A$3.000	-	1,000,000	-	-	1,000,000	1,000,000
September 1, 2012		A$4.000	-	250,000	-	-	250,000	250,000
November 1, 2012		C$4.120	100,000	-	-	-	100,000	-
January 25, 2013		A$3.640	350,000	-	-	-	350,000	-
June 3, 2013		A$2.800	250,000	-	-	-	250,000	-
			19,612,500	2,500,000	(4,800,000)	-	17,312,500	16,537,500
Weighted average			$1.96	$2.85	$0.40	-	$2.52	$2.48
exercise price (A$)
Average life	to		1.96	3.17	-	-	2.21	2.12
expiry (years)

Exchange rate at 31 December 2008 A$1 = C$0.84.

Directors held 9,112,500 options as at 31 December 2008 with an average exercise price of $2.42 per share and an average life to expiry of 2.1 years.

The CEO will be granted, subject to shareholder approval, the following share purchase options:

• (i) 2,500,000 options exercisable at $0.434 vesting one year after commencement of employment (ii) 1,500,000 options exercisable at $0.543 vesting two years after commencement of employment (iii) 1,500,000 options exercisable at $0.678 vesting three years after commencement of employment

The Company will shortly seek shareholder approval for the above options. For accounting purposes these options are expensed from the measurement date and were therefore amortised from 17 November 2008 and recognised in the Income Statement and Balance Sheet for the half year ended 31 December 2008.

12. SUBSEQUENT EVENTS

No event has arisen subsequent to 31 December 2008 that would be likely to materially affect the operations of the Company, or the state of affairs of the Company.

Under the settlement agreement with Savanna (refer note 11(a)(iv)), the initial payment of $3 million was made on 8 January 2009 and 5.5 million shares were issued on 14 January 2009. This has been recognised in the 31 December 2008 financial statements as an accrual and shares to be issued respectively.

25

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars)

For the Half Year Ended 31 December 2008

---

13. CONTINGENT LIABILITIES AND COMMITMENTS

As part of the settlement agreement as outlined in Note 11(a)(iv), a further payment of $0.5 million and the issue of 4.0 million ordinary shares (subject to shareholder approval, or payable in cash if such approval is not obtained) is due to Savanna. These payments are contingent upon the granting of the Etango Project mining licence.

In order to maintain current rights of tenure to mining tenements, the Company has exploration and evaluation expenditure obligations up until the expiry of its exploration licences.

The following stated obligations, which are subject to renegotiation upon expiry of the current leases, are not provided for in the financial statements and represent a commitment of the Group:

Exploration and evaluation expenditure Not longer than one year Longer than one year, but not longer than five years Longer than five years	31 December 2008 30 June 2008 $ $ 7,517,050 6,435,000 6,918,460 - - -
	14,435,510 6,435,000

The Namibian exclusive prospecting licences expire in late April 2009 and are in the process of statutory renewal. The Botswana exploration licences expired in September 2008 and are in the process of being renewed. The figures represented above reflect the Company’s intended exploration and evaluation plans for the next licence period.

If the Company decides to relinquish certain leases and/or does not meet these obligations or obtain appropriate waivers, assets recognised in the balance sheet may require review to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.

26

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS (Expressed in Australian dollars) For the Half Year Ended 31 December 2008

---

14. SEGMENT REPORTING

The Group operates predominantly in two geographical segments, being Australia and Africa, and in one business segment, being mineral mining and exploration, and substantially all of the Group’s resources are deployed for this purpose.

Primary Reporting	Australia	Africa	Unallocated	Total
	6 Months Ended	6 Months Ended	6 Months Ended	6 Months Ended
- Geographical Segments	31 December 2008	31 December 2008	31 December 2008	31 December 2008
	$	$	$	$
Revenues	-	2,144	325,709	327,853
Segment results (loss)	(1,824,388)	(466,993)	-	(2,291,381)
Segment assets	14,715,138	45,108,494	-	59,823,632
Segment liabilities	9,070,271	4,718,950	-	13,789,221
Acquisitions of plant and	47,755	17,899,366	-	17,947,121
equipment, exploration and
evaluation, and other non-
current segment assets.
Primary Reporting	Australia	Africa	Unallocated	Total
	6 Months Ended	6 Months Ended	6 Months Ended	6 Months Ended
- Geographical Segments	31 December 2007	31 December 2007	31 December 2007	31 December 2007
	$	$	$	$
Revenues	259	-	258,168	258,427
Segment results (loss)	(12,745,349)	(302,180)	-	(13,047,529)
Segment assets	4,195,266	16,623,097	-	20,818,363
Segment liabilities	(241,644)	(29,682)	-	(271,326)
Acquisitions of plant and	124,334	5,858,871	-	5,983,205
equipment, exploration and
evaluation, and other non-
current segment assets.

27

BANNERMAN RESOURCES LIMITED AND CONTROLLED ENTITIES

DIRECTORS' DECLARATION

For the Half Year Ended 31 December 2008

In accordance with a resolution of the Directors of Bannerman Resources Limited, I state that:

In the opinion of the directors:

• (a) the financial statements and notes of the Group are in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the financial position as at 31 December 2008 and the performance for the half year ended on that date of the Group; and

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

(b) at the date of this declaration, subject to the achievement of matters disclosed in Note 1 (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.

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

________ Len Jubber Chief Executive Officer

PERTH

13 March 2009

28

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To the members of Bannerman Resources Limited

Report on the Condensed Half Year Financial Report

We have reviewed the accompanying half year financial report of Bannerman Resources Limited which comprises the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash flow statement for the half year ended on that date, other selected explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half year end or from time to time during the half year.

Directors Responsibility for the Half Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of Interim and Other Financial Reports Performed by the Independent Auditor of the Entit y , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Bannerman Resources Limited and the entities it controlled during the half year, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.

Liability limited by a scheme approved under Professional Standards Legislation

GB:JC:BMN:005

Conclusion

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

• i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

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

Inherent Uncertainty Regarding Continuation as a Going Concern

Without qualification to the review conclusion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(b) to the financial report, there is significant uncertainty whether the consolidated entity will be able to continue as a going concern and therefore whether it will be able to pay its debts as and when they fall due or realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern.

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Ernst & Young

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G A Buckingham Partner Perth 13 March 2009

GB:JC:BMN:005