CADOUX LIMITED — Interim / Quarterly Report 2017

Mar 14, 2017

FYI RESOURCES LIMITED ABN 85 061 289 218

Interim Financial Report 31 December 2016

FYI RESOURCES LIMITED 31 DECEMBER 2016

Table of Contents

	Page
	Number
Corporate Directory..............................................................	2
Directors’ Report……………….……….……………....…..….	3
Condensed Statement of Comprehensive Income..….....	4
Condensed Statement of Financial Position…………....…	5
Condensed Statement of Changes in Equity….…………..	6
Condensed Statement of Cash Flows……..………..………	7
Notes to the Condensed Financial Statements…………...	8
Directors’ Declaration……...…………………………….........	14
Auditor’s Independence Declaration..………………………	15
Independent Auditor’s Review Report ……………………..	16

1

FYI RESOURCES LIMITED 31 DECEMBER 2016

CORPORATE DIRECTORY

DIRECTORS

Mr Edmund Babington – Non-Executive Chairman David Sargeant – Non-Executive Director Adrian Jessup – Non-Executive Director

Mr Roland Hill – Managing Director

COMPANY SECRETARY

Phillip MacLeod

REGISTERED and PRINCIPAL OFFICE

53 Canning Highway Victoria Park 6100 Western Australia

Phone +61 (0)8 9361-3100 Facsimile +61 (0)8 9361-3184 Website www.fyiresources.com.au ABN 85 061 289 218

SHARE REGISTRY

Security Transfer Australia Pty Ltd 770 Canning Highway Applecross 6153 Western Australia

AUDITOR

HLB Mann Judd Level 4 130 Stirling Street Perth 6000 Western Australia

SECURITIES EXCHANGE LISTING

The Company is listed on ASX Limited. Home Exchange Perth ASX Code: Shares FYI

2

FYI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

Directors’ Report

Your directors submit their report on FYI Resources Limited (“the Company”) and its controlled entities (“the Group”) for the half-year ended 31 December 2016. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

Directors

The directors of the Company at any time during or since the end of the half-year are:

Edmund Babington Roland Hill David Sargeant Adrian Jessup

Review of Operations and Exploration Activities

The Group’s loss for the half-year ended 31 December 2016 was $572,901 (2015: $289,887).

During the period the principal activities of the Company consisted of mineral exploration and the evaluation of potash projects in southeast Asia.

Dividends

No dividends have been paid during the period and no dividends have been recommended by the directors.

Events subsequent to reporting date

No matter or circumstance has arisen, since the end of the financial half-year, which significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in the subsequent financial half-year.

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 review of the interim financial report. This written Auditor’s Independence Declaration is set out on page 15 and forms part of this Directors’ Report for the half-year ended 31 December 2016.

This report is signed in accordance with a resolution of the Board of Directors made pursuant to s306(3) of the Corporations Act 2001.

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Roland Hill Managing Director

Perth, 15[th] March 2017

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FYI RESOURCES LIMITED

CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

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Consolidated
6 months 6 months
ended ended
31/12/2016 31/12/2015
$ $
Continuing Operations
Other income 4,351 2,043
Exploration expense (326,505) (70,755)
ASX fees (18,068) (16,439)
Share based payments (34,816) -
Accounting and audit fees (33,325) (31,800)
Other administration expenses (12,157) (35,245)
Directors Fees (130,688) (131,376)
Share registry expenses (3,265) (3,210)
Rent (3,244) (4,018)
Impairment of loan (15,590) -
Loss before income tax expense (573,307) (290,800)
Income tax benefit / (expense) - -
Loss after tax (573,307) (290,800)
Other comprehensive income, net of tax
Items that may be reclassified to profit or
loss
Exchange differences from translation of
foreign operations 406 913
Other comprehensive income 406 913
Total comprehensive loss (572,901) (289,887)
Loss for the period is attributable to:
Owners of FYI Resources Ltd (540,406) (275,433)
Non-controlling interests (32,901) (15,367)
(573,307) (290,800)
Total comprehensive loss for the period
is attributable to:
Owners of FYI Resources Ltd (540,000) (274,520)
Non-controlling interests (32,901) (15,367)
(572,901) (289,887)
Basic and diluted loss per share (cents
per share) (0.61) (0.37)
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The accompanying notes form part of these financial statements.

4

FYI RESOURCES LIMITED

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016

	Note	Consolidated	Consolidated
		31/12/2016 $	30/06/2016 $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Total Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses	7	504,556 873,357 49,100 111,611
		553,656 984,968
		553,656 984,968
		479,231 540,458
		479,231 540,458
		479,231 540,458
		74,425 444,510
		29,309,935 29,141,935 1,377,490 1,342,268 (30,454,206) (29,913,800)
Equity attributable to owners of the parent Non-controlling interests		233,219 570,403
		(158,794) (125,893)
TOTAL EQUITY
		74,425 444,510

The accompanying notes form part of these financial statements.

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FYI RESOURCES LIMITED

CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

	Consolidated	Consolidated	Consolidated	Consolidated	Consolidated	Consolidated	Consolidated	Consolidated
	Issued Capital	Accumulated Losses	Share- based Payments Reserve	Option Premium Reserve	Asset Revaluation Reserve	Foreign Currency Translation Reserve	Non- controlling interests	Total
	$	$	$	$	$	$	$	$
Balance at 1 July 2015 Loss for the period Other comprehensive income Total comprehensive loss for the period Equity transactions: Shares issued net of transactions costs Transfer of revaluation surplus on disposal of the investment property Balance at 31 December 2015 Balance at 1 July 2016 Loss for the period Other comprehensive income Total comprehensive loss for the period Equity transactions: Shares issued net of transactions costs Share-based payments Balance at 31 December 2016	28,501,043 (29,636,506) 497,485 834,677 421,229 7,443 (75,019) 550,352 - (275,433) - - - - (15,367) (290,800) - - - - - 913 - 913
	- (275,433) - - - 913 (15,367) (289,887) 362,627 - - - - - - 362,627 - 421,229 - - (421,229) - - -
	28,863,670 (29,490,710) 497,485 834,677 - 8,356 (90,386) 623,092
	29,141,935 (29,913,800) 497,485 834,677 - 10,106 (125,893) 444,510 - (540,406) - - - - (32,901) (573,307) - - - - - 406 - 406
	- (540,406) - - - 406 (32,901) (572,901) 168,000 - - - - - - 168,000 - - 34,816 - - - - 34,816
	29,309,935 (30,454,206) 532,301 834,677 - 10,512 (158,794) 74,425

The accompanying notes form part of these financial statements.

6

CONDENSED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

FYI RESOURCES LIMITED

	Consolidated	Consolidated
	6 months ended 31/12/2016 $	6 months ended 31/12/2015 $
Cash flows from operating activities
Payments to suppliers and employees Payments for exploration and evaluation Interest received	(116,815) (75,009) (256,131) (155,044) 4,145 2,043
Net cash outflow from operating activities	(368,801) (228,010)
Cash flows from investing activities Proceeds from sale of assets Net cash inflow from investing activities Cash flows from financing activities Proceeds from issue of shares Share issue costs Net cash inflow from financing activities Net (decrease)/increase in cash held Cash at the beginning of the financial year Cash at the end of the period	- 1,000,000
	- 1,000,000
	- 200,000 - (14,123)
	- 185,877
	(368,801) 957,867 873,357 25,709
	504,556 983,576

The accompanying notes form part of these financial statements.

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

1. Statement of Significant Accounting Policies

Statement of compliance

These interim consolidated financial statements are general purpose financial statements prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards including AASB 134: Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (AASB). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

This condensed half-year report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2016 and any public announcements made by FYI Resources Ltd during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

Basis of preparation

The interim report has been prepared on a historical cost basis except for investment property which has been measured at fair value. Cost is based on the fair value of the consideration given in exchange for assets. The Company is domiciled in Australia and all amounts are presented in Australian dollars.

For the purpose of preparing the interim report, the half-year has been treated as a discrete reporting period.

Accounting policies and methods of computation

The accounting policies and methods of computation adopted are consistent with those of the previous financial year and corresponding half-year reporting period. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

Significant accounting judgements and key estimates

The preparation of interim financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

In preparing this interim report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial report for the year ended 30 June 2016.

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

1. Statement of Significant Accounting Policies (continued)

Adoption of new and revised Accounting Standards

In the half-year ended 31 December 2016, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2016.

It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change necessary to Group accounting policies.

The Directors have reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2016. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change necessary to Group accounting policies.

Going Concern

As disclosed in the Statement of Comprehensive Income, the Group recorded operating losses of $573,307 (2015: $290,800) and as disclosed in the Statement of Cash Flows, the Group recorded cash outflows from operating activities of $368,801 (2015:$228,010), cash inflows from investing activities of $Nil (2015: $1,000,000) and cash inflows from financing activities of $Nil (2015:$185,877). After consideration of these financial conditions, the Directors have assessed the following matters in relation to the adoption of the going concern basis of accounting by the Group:

• The Group has the ability to complete capital raisings on a timely basis, pursuant to the Corporations Act 2001, and have budgeted capital raisings to occur in the twelve month period from the date of the half-year report.

• The Group has a working capital surplus of $74,425 (30/6/16 $444,510) at balance date and retains the ability to scale down its operations to conserve cash in the event that the capital raisings are delayed or reduced. Included in current trade and other payables is $347,950 (30/6/16 $336,450) owing to key management personnel for consulting fees. They have agreed to receive payment once the company has secured suitable funding, and

• The Group has the ability, if required, to undertake mergers, acquisitions or restructuring activities or to wholly or in part, dispose of interests in property, mineral exploration and development assets; and

Due to the above matters, the Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate that this basis of accounting be adopted in the preparation of the half-year report. The directors also anticipate that a further equity raising will be required and will be completed in 2017. Should this equity raising not be completed, there is a material uncertainty that may cast significant doubt as to whether the Group will be able to realise its assets and extinguish its liabilities in the normal course of business.

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

2. Segment Reporting

Operating segments are 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 FYI Resources Ltd.

The Group operates only in one business and one geographical segment being mineral exploration and evaluation of properties in Asia. The Company considers its business operations in mineral exploration to be its primary reporting function.

3. Dividends

No dividends were paid or declared payable during or since the half-year.

4. Contingent Liabilities

There has been no change in contingent liabilities of the Group since the last annual reporting date.

5. Events Subsequent to Reporting Date

There has not been any matter or circumstance not otherwise dealt with in the half-year report that has significantly affected or may significantly affect the Group.

6. Financial Instruments

The fair value of financial assets and liabilities at balance date, approximates their carrying amount.

7. Issued capital

(a) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares. On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

	Consolidated	Consolidated
	31/12/2016 $	30/06/2016 $
92,410,643 (30 June 2016: 88,610,643) fully paid ordinary shares	29,309,935 29,141,935

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

7. Issued capital (continued)

(i) Ordinary shares - number	Consolidated	Consolidated
	31/12/2016 No.	30/06/2016 No.
At start of period	88,610,643 69,751,118
6,666,668 shares issued at 3 cents per share on 12 August 2015 3,571,429 shares issued at 3.5 cents per share on 22 December 20152 428,571 shares issued at 3.5 cents per share on 22 December 20152 525,000 shares issued at 3.5 cents per share on 22 December 20152 525,000 shares issued at 3.5 cents per share on 22 December 20152 7,142,857 shares issued at 4.2 cents per share on 21 June 2016 1,800,000 shares issued at 5 cents per share on 23 December 20161 2,000,000 shares issued at 3.9 cents per share on 23 December 2016	- 6,666,668 - 3,571,429 - 428,571 - 525,000 - 525,000 - 7,142,857 1,800,000 - 2,000,000 -
Balance at end of period	92,410,643 88,610,643

1 Issued to settle amounts owed to the Managing Director as approved by shareholders on 28 November 2016.

2 Issued to settle amounts owed to Directors as approved by shareholders on 7 November 2015.

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

7. Issued capital (continued)

(ii) Ordinary shares – value	Consolidated	Consolidated
	31/12/2016 $	30/06/2016 $
At start of period	29,141,935 28,501,043
6,666,667 shares issued at 3 cents per share on 12 August 2015 3,571,429 shares issued at 3.5 cents per share on 22 December 2015 428,571 shares issued at 3.5 cents per share on 22 December 2015 525,000 shares issued at 3.5 cents per share on 22 December 2015 525,000 shares issued at 3.5 cents per share on 22 December 2015 7,142,857 shares issued at 4.2 cents per share on 21 June 2016 1,800,000 shares issued at 5 cents per share on 23 December 2016 2,000,000 shares issued at 3.9 cents per share on 23 December 2016 Costs of shares issued	- 200,000 - 125,000 - 15,000 - 18,375 - 18,375 - 300,000 90,000 - 78,000 - - (35,858)
Balance at end of period	29,309,935 29,141,935

(b) Options

As at 31 December 2016 the Company had the following options on issue over ordinary shares:

Options - number	Consolidated	Consolidated
	31/12/2016 No.	30/06/2016 No.
At start of period	2,250,000 2,250,000
Expiry of options 22 September 2016 Issue of options 28 November 2016	(2,250,000) - 2,250,000 -
Balance at end of period	2,250,000 2,250,000

The following share-based payment arrangements were entered into during the half-year.

	Number	Grant date	Expiry date	Exercise Price	Fair value at grant date	Vesting date
Director Options	2,250,000	28-Nov-16	29-Nov-18	$0.0880	$0.0155	28-Nov-16

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FYI RESOURCES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016

7. Issued capital (continued)

The fair value of the equity-settled share options granted is estimated as at the date of grant using the Black and Scholes model taking into account the terms and conditions upon which the options were granted.

Dividend yield	Expected Volatility	Risk-free interest rate	Option life (years)	Exercise price	Grant date share price
0%	107%	1.83%	1.95	$0.088	$0.047

8. Related Party Disclosure

The consolidated financial statements include the financial statements of FYI Resources Ltd and the subsidiaries listed in the following table.

Controlled entities	Country of incorporation	Percentage Owned	Percentage Owned
		31/12/2016 %	30/06/2016 %
Parent Entity: FYI Resources Ltd Australia
Subsidiaries of FYI Resources Ltd: FYI Thailand Pty Ltd Australia which owns West Mekong Minerals Ltd Thailand		100 100 49 49
East Siam Minerals Ltd Thailand		49 49

The Company finances the operations of FYI Thailand Pty Ltd and thus this company has unsecured borrowings from the Company that are interest free and at call. The ability of this controlled entity to repay debts due to the company (and other parties) will be dependent on the commercialisation of the prospecting licences owned by the subsidiary.

FYI Thailand Pty Ltd possesses 82.8% of the voting rights for both West Mekong Minerals Ltd and East Siam Minerals Ltd.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and not disclosed in this note.

Arrangements with Directors continue to be in place. For details on these arrangements, refer to the 30 June 2016 annual financial report.

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FYI RESOURCES LIMITED

DIRECTORS’ DECLARATION

In the opinion of the Directors of FYI Resources Limited ("Company"):

1. The attached financial statements and notes are in accordance with the Corporations Act 2001, including:

(a) complying with Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(b) giving a true and fair view of the Group's financial position as at 31 December 2016 and of its performance for the half-year then ended; and

1. 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 signed made in accordance with a resolution of the Board of Directors made pursuant to s303(5) of the Corporations Act 2001.

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Roland Hill Director

Perth, 15 March 2017

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the consolidated financial report of FYI Resources Limited for the halfyear ended 31 December 2016, 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 review; and

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

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Perth, Western Australia D I Buckley 15 March 2017 Partner

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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: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers. 15

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INDEPENDENT AUDITOR’S REVIEW REPORT To the members of FYI Resources Limited

Report on the Condensed Half-Year Financial Report

We have reviewed the accompanying half-year financial report of FYI Resources Limited (“the company”) which comprises the condensed consolidated statement of financial position as at 31 December 2016, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes, and the directors’ declaration, for the Group 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 of the half-year 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 half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group’s financial position as at 31 December 2016 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 the company, 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 .

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: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.

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Conclusion

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

• (a) giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and

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

Emphasis of Matter

Without qualifying our conclusion, we draw attention to Note 1 to the half-year financial report which outlines conditions that indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Group to continue as a going concern and, therefore, whether it will be able to realise its assets and extinguish its liabilities in the normal course of business.

HLB Mann Judd Chartered Accountants

D I Buckley Partner

Perth, Western Australia 15 March 2017

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