BANNERMAN ENERGY LTD — Interim / Quarterly Report 2013

Jul 29, 2013

Appendix 5B Mining exploration entity quarterly report

w.aRule 5.3

Appendix 5B

Mining exploration entity quarterly report

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

Name of entity

	Name of entity	Name of entity
	Bannerman Resources Limited
	ABN 34 113 017 128 Consolidated statement of cash flows
			30 June 2013
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration & corporate 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other - R&D Refund Net Operating Cash Flows		Current quarter $A’000		Year to date (12 months) $A’000
		(327) (648) 28 -		(2,372) (3,961) 182 360
		(947)		(5,791)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carriedforward)		(10) 4		(17) 26
		(6)		9
		(953)		(5,782)

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

Appendix 5B Mining exploration entity quarterly report
1.13 Total operating and investing cash flows (broughtforward)	(953)	(5,782)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Net financing cash flows
	-	-
Net (decrease) increase in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(953) 4,759 10	(5,782) 9,613 (15)
	3,816	3,816

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

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000 181
1.25	Explanation necessaryforanunderstanding ofthe transactions
	Item 1.23 includes salaries and fees for executive and non-executive directors.

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Interest on the RCF Convertible Note for the March Quarter of $157,808 was satisfied through the issue of 1,950,685 fully paid ordinary shares.

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

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities / Convertible Notes 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	8,000	8,000
	-	-

• See chapter 19 for defined terms.

Appendix 5B Page 2

30/9/2001

Appendix 5B Mining exploration entity quarterly report

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration, corporate and finance costs	$A’000
	100
	-
	-
	850
Total	950

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Cash deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	425	528
	3,391	4,231
Total: cash at end of quarter(item 1.22)	3,816	4,759

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	EPL3346	Interest in mining tenement lapsed.	80%	nil
	Nil

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

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

dates.
	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	309,393,760	309,393,760
	2,266,985	2,266,985
7.5 +Convertible debt securities (description)	1 Convertible Note	Nil	A$8,000,000
	Amount- A$8,000,000. Conversion price- A$0.28125 per Share. Date for Conversion: - If conversion option is exercised by holder (Resource Capital Fund IV L.P.), then at any time prior to 31 March 2014. - If conversion option is exercised by issuer (Bannerman Resources Limited), then within 90 days from the date the rolling 20 day volume weighted average price of shares in the issuer is equal to or more than 3 times the conversion price. Coupon– 8% per annum payable quarterly in arrears on 31 March, 30 June, 30 September and 31 December of each year. Interest is to be satisfied by the issue of new Bannerman shares at the 5 day VWAP prior to the date of issue, or by cash in certain circumstances. Repayment– If not converted, repayment of the note will be required by a single bullet repayment on 31 March 2014. Security– Fixed and floating charge over the assets of Bannerman including a share mortgage over Bannerman’s 80% shareholding in Bannerman Mining Resources (Namibia) (Pty) Ltd.

• See chapter 19 for defined terms. Appendix 5B Page 4

30/9/2001

Appendix 5B Mining exploration entity quarterly report

7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter 7.11 Cancelled during quarter	Number 1,500,000 641,250 43,000 250,000(1) 1,500,000(1) 788,000 114,500 250,000(1) 427,600 1,367,600 250,000(1) 7,131,950	Weighted Average Option ExercisePrice	Exercise price A$0.543 A$0.77 A$0.77 A$0.40 A$0.678 A$0.36 A$0.36 A$0.50 A$0.12 A$0.12 A$0.62 A$0.46	Expiry date 17 November 2013 22 November 2013 22 November 2013 24 June 2014 17 November 2014 17 November 2014 17 November 2014 24 June 2015 21 November 2015 21 November 2015 24 June 2016

(1) Vesting conditions include performance hurdles related to the development and progression of the Etango Project.

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

7.12 Performance Rights 7.13 Issued during quarter 7.14 Vested during quarter 7.15 Cancelled during quarter	Number 669,100 824,100 850,242 1,631,722 1,455,400 3,860,700 9,291,264			Vesting date 17 November 2013 21 November 2013 23 November 2013 17 November 2014 21 November 2014 21 November 2015
	316,300			21 November 2013
	62,192 165,450			17 November 2013 21 November 2014
7.16 Debentures (totals only)
7.17 Unsecured notes(totals only)

• (1) Early vesting of performance rights, in accordance with the Non-Executive Directors Share Incentive Plan rules.

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 30 July 2013

Company Secretary

Print name: Leigh-Ayn Absolom

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• See chapter 19 for defined terms.

Appendix 5B Page 6

30/9/2001