CYCLIQ GROUP LTD — Interim / Quarterly Report 2009

Mar 12, 2009

MODENA RESOURCES LIMITED ACN 119 749 647

HALF-YEAR FINANCIAL REPORT

FOR HALF-YEAR ENDED

31 DECEMBER 2008

MODENA RESOURCES LIMITED CORPORATE DIRECTORY

DIRECTORS

Wayne Bellman Craig Willis David Sutherland

SECRETARY

Linton Scott

REGISTERED AND PRINCIPAL OFFICE

Suite B, 150 Hay Street Subiaco WA 6008

Telephone: (08) 9388 8430 Facsimile: (08) 9388 8450

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace Perth WA 6000

Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

AUDITORS

BDO Kendalls Audit and Assurance (WA) Pty Ltd 128 Hay Street Subiaco WA 6008

Telephone: (08) 9360 4200 Facsimile: (08) 9481 2524

AUSTRALIAN SECURITIES EXCHANGE

Modena Resources Limited shares (MDA) and options (MDAO) are listed on the ASX Limited

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MODENA RESOURCES LIMITED DIRECTORS' REPORT

Your Directors submit the financial report of the consolidated entity for the half-year ended 31 December 2008. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

DIRECTORS

The names of the Directors who held office during or since the end of the half-year and until the date of this report are noted below. Directors were in office for this entire period unless otherwise stated.

Wayne Bellman (Non-Executive Chairman) – appointed 30 January 2009 Craig Willis David Sutherland – appointed 12 February 2009 Neville Bassett – resigned 30 January 2009 Peter Hampshire – passed away 27 October 2008

REVIEW OF OPERATIONS

The net loss for the half-year attributable to members of Modena Resources Limited was $9,068,018 (31 December 2007 - $288,376).

Bullseye Prospect (15% before casing point working Interest, prior to back-in rights of vendor; 9% after casing point working interest)

The Bullseye Prospect is located in Iberville Parish, Louisiana, USA.

As reported by the operator, Golden Gate Petroleum Ltd:

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• Jumonville #1 is currently producing approximately 480 barrels of oil per day and 280 mcf of gas per day;

• Drilling operations began at Jumonville #2 on 25 December and were expected to take around 60 days to complete; and

• Re-entry at Acosta #1 well was completed and flow testing is continuing.

Jumonville #1 Bullseye Prospect

The Jumonville #1 well which has been in production since late September 2008 was briefly shut-in during December. The shut-in was for safety reasons while the transporting and setting up of the H&P #79 rig to drill Jumonville #2 occurred. The well was put back on production at the beginning of January 2009.

The well‟s current daily production rates are approximately 480 barrels of oil and 280 mcf of gas.

Jumonville #2 Bullseye Prospect

The Jumonville #2 well commenced drilling operations on 25 December 2008. Surface casing was set at 3,600 feet. Total depth is planned for approximately 14,200ft.

The Jumonville #2 well targets three objectives: the Camerina, Miogyp and Cib Haz Formations. The primary target in the Jumonville #2 well is the deeper Cib Haz reservoir which is contained in the same hydrocarbon trap as the shallower productive intervals. Although deeper than the proven Miogyp reservoir and apparent pay in the Camerina section, it is considered to have a high probability of success, but is considered an exploration target since it has yet to be tested. In addition, the Jumonville # 2 well will penetrate the Miogyp updip from the oil production in the Jumonville #1 well, providing additional confirmation of pay thickness and distribution of this reservoir.

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The proprietary 3D seismic data, which provided an accurate pre-drill estimate of pay thickness in the Jumonville # 1 well, indicates substantially thicker reservoir sand over a larger area in the deeper Cib Haz reservoir. If this deeper test is successful the combined reserves of the Camerina, Miogyp and Cib Haz has the potential to make Bullseye one of the largest onshore discoveries in South Louisiana in recent years with a P50 estimate of 22.5 mmboe.

Acosta #1 Well, Bullseye Prospect

The re-entry work on the Acosta #1 well began in November and successfully reached total depth of 12,475 feet on 9 December. Open hole logs and side wall cores made during the drilling indicated approximately 24 feet of net pay in the Miogyp formation and 26 feet of oil saturated porosity in the Camerina formation. A service rig was on site by the end of December to begin completion operations and testing.

The Acosta #1 well has commenced testing operations. Initial perforations of the Miogyp reservoir have experienced apparent formation damage limiting well bore entry which is most likely caused by the close-by original well bore. A remedial treatment program is being completed with results pending.

Surface Production Facilities – Bullseye Prospect

The surface production facility work has continued with the installation of four 1,500 bbl tanks along with oil, gas and water flow lines for the Jumonville #1 well, the Acosta #1 well and the recently commenced Jumonville #2 well. The gas sales line went operational with initial sales commencing in mid-December.

Manzano Prospect (12.5% working interest)

An undivided 12.5% leasehold and working interest in and to a defined oil and gas lease, covering certain lands and leases located in Kleberg County, Texas, USA known as the “Manzano Prospect”.

ST Tract 991#1)

Plugged and abandoned during the period.

Dunn McCampbell 11A

Dunn McCampbell 11A successfully produced 93,200 mcf of gas during the December quarter. It is presently producing at an average of 1,800 mcf from a perforated 8 foot interval.

Armstrong Farm Lease (25% working interest)

An undivided 25% leasehold and working interest in and to a defined oil and gas lease, covering certain lands and lease located in Kenedy County Texas USA. The lease covers an area of approximately 1,477 acres. The lease block has the potential for a number of prospective targets.

No further update on the Armstrong Farm Lease.

Jackson Shallow Gas Prospects (52.5% working interest)

On 21 November 2008, the company announced that due to the current economic conditions, commitments to the Jackson Shallow Gas Prospects could not be justified and a decision had been taken to relinquish all rights in the Prospects. The Board is of the view that it is in the best interests of the company to concentrate on the successful Bullseye Prospect. The company has received a credit for expenditure undertaken on the Jackson Shallow Gas Prospects.

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Wilson Prospect (10% working interest)

The Wilson Prospect is located in Pardre Island, Texas, USA on the Gulf of Mexico.

Following a review of the prospectivity for commercially rectifying production problems on ST 949 #1 the joint venture has agreed to plug and abandon the well.

South Lost Hills Properties (10% working interest)

No work was carried out during the half-year.

Subsequent Events

Subsequent to reporting date, the company:

• (a) reached agreement on the terms of a secured convertible note facility for an amount of $2,500,000 and in respect of which funds had been received as an advance. The Notes are convertible into ordinary fully paid shares at an issue price determined as the lesser of 25 cents per share or 80% of the average market price of the company‟s shares over the last 30 days on which sales are recorded before the date of conversion, at any time on or before the redemption date of 29 January 2010. The Notes are secured by way of Deed of Charge against the net cash flow from Modena‟s farm-in to and participation in the Bullseye Prospect, otherwise the Noteholder will rank equally with all other unsecured creditors of the Company. The charge created by the Deed shall operate as a floating charge over the charged property; and

• (b) issued 10,000,000 ordinary fully paid shares to the noteholder in (a) above, in consideration for provision of the convertible note facility.

CHANGES IN STATE OF AFFAIRS

During the half-year ended 31 December 2008 there was no significant change in the entity‟s state of affairs, other than the Company:

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• allotted and issued 3,883,333 ordinary fully paid shares (together with one free attaching option for every two shares applied for and allotted) at an issue price of 27 cents each, raising $1,048,500;

• issued 66,491,056 options raising $664,910 pursuant to a prospectus for a non-renounceable entitlement offer of options to shareholders on the basis of one (1) option for every one (1) share held, at an issue price of one (1) cent per option. The options have an exercise price of twenty (20) cents each and will expire on 30 June 2010;

• issued 3,485,714 unsecured convertible notes with a face value of $0.35, raising $1,220,000. The Notes are convertible into ordinary fully paid shares at an issue price determined as the lesser of 35 cents per share or 85% of the average market price of the company‟s shares over the last 5 days on which sales are recorded before the date of conversion, at any time on or before the redemption date of 30 September 2010; and

• issued 4,828,565 ordinary fully paid shares on the conversion of unsecured convertible notes with a face value of $829,341.

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AUDITOR’S DECLARATION OF INDEPENDENCE

A copy of the auditor‟s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the review for the half-year ended 31 December 2008 is set out on page 6.

Signed in accordance with a resolution of the directors.

Craig Willis Director

Perth, 13 March 2009

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BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Stree t SUBIACO WA 6008 PO Box 700 SUBIACO WA 6872 Phone 61 8 93 8 0 8400 Fax 61 8 9380 8 499 aa.perth@bdo.com.au www.bdo.com.au

ABN 79 112 2 8 4 787

13 March 2009

The Directors Modena Resources Limited Suite B, 150 Hay St SUBIACO, WA, 6008

Dear Sirs

DECLARATION OF INDEPENDENCE BY PETER TOLL TO THE DIRECTORS OF MODENA RESOURCES LIMITED

As lead auditor of Modena R e sources Limited for the year ended 31 December 2008, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

• the auditor independence requirements of the Corporations Act 2001 in r e lation to the audit; and

• any applicable code of pr o fessional conduct in relation to the audit.

This declaration is in resp e ct of Modena Resources Limited and the entities it controlled during the period.

Peter Toll Director

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BDO Kendalls Audit & Assurance (WA) Pty Ltd Perth, Western Australia.

BDO Kendalls is a national association of separate partners h ips and entities

MODENA RESOURCES LIMITED INCOME STATEMENT

For the half-year ended 31 December 2008

Note Revenue from continuing operations Exploration and evaluation expenditure 3 Impairment of capitalised exploration and evaluation 3 Cost of sales Depreciation and amortisation Interest paid Loss on sale of available for sale assets Directors fees and benefits expense Administration, consulting and other expenses Loss before income tax expense Income tax expense Net loss attributable to members of Modena Resources Limited Basic and diluted loss per share (cents per share)	Consolidated 31 December 2008 31 December 2007 $ $ 606,606 165,145 (4,587,377) - (4,000,000) - (369,111) - (2,501) (511) (102,455) (83,652) (60,185) (92,018) (176,000) - (376,995) (277,340)
	(9,068,018) (288,376) - -
	(9,068,018) (288,376)
	(12.8) (1.36)

The accompanying notes form part of these financial statements

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MODENA RESOURCES LIMITED BALANCE SHEET

As at 31 December 2008

Note ASSETS Current Assets Cash and cash equivalents 2 Trade and other receivables Available for sale financial assets Total Current Assets Non-Current Assets Plant and equipment Deferred exploration and evaluation 3 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Total Current Liabilities Non-Current Liabilities Borrowings 4 Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Issued capital 5 Reserves 6 Accumulated losses Total Equity	Consolidated 31 December 2008 $ 30 June 2008 $ 815,994 221,238 770,973 703,276 18,985 123,055
	1,605,952 1,047,569
	38,739 41,240 6,975,752 11,849,989
	7,014,491 11,891,229
	8,620,443 12,938,798
	738,274 1,388,096
	738,274 1,388,096
	4,782,105 1,891,446
	4,782,105 1,891,446
	5,520,379 3,279,542
	3,100,064 9,659,256
	14,490,005 12,646,090 664,911 - (12,054,852) (2,986,834)
	3,100,064 9,659,256

The accompanying notes form part of these financial statements

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MODENA RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 31 December 2008

At 1 July 2007 Securities issued during the half-year Transaction costs Transactions with equity holders in their capacity as equity holders Fair value adjustment to available for sale investments Net income recognised directly in equity Net loss for half-year Total recognised income and expense for the half-year At 31 December 2007 At 1 July 2008 Securities issued during the half-year Transaction costs Transactions with equity holders in their capacity as equity holders Net loss for half-year Total recognised income and expense for the half-year At 31 December 2008	Issued Capital $ Accumulated Losses $ Reserve $ Total Equity $ 600,300 (4,870) 15,000 610,430 11,666,818 - - 11,666,818 (408,230) - - (408,230)
	11,258,588 - - 11,258,588 - - 56,100 56,100
	- - 56,100 56,100 - (288,376) - (288,376)
	- (288,376) 56,100 (232,276)
	11,858,888 (293,246) 71,100 11,636,742
	12,646,090 (2,986,834) - 9,659,256 1,878,661 - 664,911 2,543,572 (34,746) - - (34,746)
	1,843,915 - 664,911 2,508,826 - (9,068,018) - (9,068,018)
	- (9,068,018) - (9,068,018
	14,490,005 (12,054,852) 664,911 3,100,064

The above statement should be read in conjunction with the accompanying notes.

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MODENA RESOURCES LIMITED CASH FLOW STATEMENT

For the half-year ended 31 December 2008

Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid GST recoverable Net cash used in operating activities Cash flows from investing activities Purchase of available-for-sale financial assets Proceeds on sale of available-for-sale financial assets Payment for plant and equipment Payments on exploration interests Net cash used in investing activities Cash flows from financing activities Proceeds from issue of securities Share issue costs Proceeds from borrowings Repayment of borrowings Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the half-year Cash and cash equivalents at end of the half-year 2	Consolidated 31 December 2008 $ 31 December 2007 $ 502,831 - (563,185) (415,982) 6,292 57,734 (153,759) (121,809) (3,121) (42,727)
	(210,942) (522,784)
	(32,215) (793,393) 76,100 840,449 - (39,766) (4,648,357) (1,283,666)
	(4,604,472) (1,276,376)
	1,714,231 6,000,000 (24,061) (384,321) 3,720,000 360,000 - (400,000)
	5,410,170 5,575,679
	594,756 3,776,519 221,238 48,628
	815,994 3,825,147

The accompanying notes form part of these financial statements

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MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with IAS 34 „Interim Financial Reporting‟.

The 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 2008 and any public announcements made by Modena Resources Limited and its subsidiaries 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 half-year report has been prepared on a historical cost basis, except for financial assets which are measured at fair value. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

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

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 half-year 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 consolidated financial report for the year ended 30 June 2008.

Going Concern

The Board considers that the consolidated entity is a going concern and recognises that additional funding will be required to ensure that it can continue to fund the consolidated entity‟s operations for the 12 month period from the date of this financial report. The Directors believe after consideration of the these matters, there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable and is a going concern because of the following factors:

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• The ability to issue additional shares under the Corporations Act 2001;

• The Company‟s projects are nearing production phase and are now generating revenue; and/or

• The Company‟s commitment to exploration expenditure is discretionary and, if required, could enter into farm-in arrangements on its projects.

Accordingly, the Directors believe that the consolidated entity will obtain sufficient funding to enable it to continue as a going concern and that it is appropriate to adopt that basis of accounting in the preparation of this half-year financial report. The financial report does not contain any adjustments to the amounts or classification of recorded assets or liabilities that might be necessary if the company does not continue as a going concern.

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MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2008

2. CASH AND CASH EQUIVALENTS

For the purposes of the balance sheet, cash and cash equivalents are comprised of the following:

Cash at bank and in hand	31 December 2008 $ 30 June 2008 $ 815,994 221,238

(i) Non-cash financing and investing activities

During the half-year, unsecured convertible notes with a face value of $829,341 were converted to 4,828,565 ordinary fully paid shares

During the previous half-year:

• (a) unsecured convertible notes with a face value of $1,666,818 were converted to 8,334,090 ordinary fully paid shares; and

• (b) the company issued 20,000,000 ordinary fully paid shares at an issue price of 20 cents each as consideration for the acquisition of Murviel Trading SA.

3. EXPLORATION AND EVALUATION EXPENDITURE

Costs carried forward in respect of areas of interest in the following phases:

Exploration and evaluation phase – at cost Movement Carrying amount at beginning of period Interests acquired from acquisition of controlled entity Expenditure incurred Impairment * Carrying amount at end of period	31 December 2008 $ 30 June 2008 $ 6,975,752 11,849,989
	11,849,989 2,344,549 - 4,000,000 3,713,140 7,673,141 (8,587,377) (2,167,701)
	6,975,752 11,849,989

• Impairment includes write offs incurred with respect to drilling and prospect costs, including acquisition costs. The write offs were as a result of lack of exploration success and the directors ongoing analysis of the economic viability of projects.

Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation or, alternatively, sale of the relevant areas of interest, at amounts at least equal to book value.

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MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2008

4. BORROWINGS

Non-Current Convertible Notes - Unsecured Loan – Unsecured (i)	31 December 2008 $ 30 June 2008 $ 2,282,105 1,891,446 2,500,000 -
	4,782,105 1,891,446

(i) Subsequent to year end the unsecured loan was converted to a secured convertible note – Refer Note 9(a).

5. ISSUED CAPITAL

Issued Capital Ordinary shares – fully paid Movement in ordinary shares on issue Balance at beginning of half-year Issue on exercise of options – 13 August 2008 Issue on conversion of convertible notes - 1 September 2008 Issue for cash – 17 October 2008 Issue for cash – 23 December 2008 Expenses of issue Balance at end of half-year . RESERVES Option issue reserve (i) Nature and purpose of reserve	31 December 2008 $ 30 June 2008 $ 14,490,005 12,646,090
	Number $ 66,491,056 12,646,090 4,100 820 4,828,565 829,341 2,583,333 697,500 1,300,000 351,000 - (34,746)
	75,207,054 14,490,005
	31 December 2008 $ 30 June 2008 $ 664,911 -
The option issue reserve is used to accumulate amounts received on the issue of options and records items recognised as expenses on valuation of incentive based share options. (ii) Movement in reserve Balance at beginning of half-year Options issued for cash Balance at end of half-year	- 664,911
	664,911

6. RESERVES

(i) Nature and purpose of reserve
The option issue reserve is used to accumulate amounts received
on the issue of options and records items recognised as expenses
on valuation of incentive based share options.
(ii) Movement in reserve
Balance at beginning of half-year	-
Options issued for cash	664,911
Balance at end of half-year	664,911

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MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2008

7. SEGMENT INFORMATION

During the half-year, the consolidated entity operated principally in one business segment (for primary reporting) being petroleum exploration, and one geographical segment (for secondary reporting) being the United States of America. This is consistent with the previous corresponding period.

8. CONTINGENT LIABILITIES

There are no contingent liabilities or contingent assets of the Group at reporting date.

9. EVENTS SUBSEQUENT TO REPORTING DATE

Subsequent to reporting date, the company:

• (a) reached agreement on the terms of a secured convertible note facility for an amount of $2,500,000 and in respect of which funds had been received as an advance. The Notes are convertible into ordinary fully paid shares at an issue price determined as the lesser of 25 cents per share or 80% of the average market price of the company‟s shares over the last 30 days on which sales are recorded before the date of conversion, at any time on or before the redemption date of 29 January 2010. The Notes are secured by way of Deed of Charge against the net cash flow from Modena‟s farm-in to and participation in the Bullseye Prospect, otherwise the Noteholder will rank equally with all other unsecured creditors of the Company. The charge created by the Deed shall operate as a floating charge over the charged property; and

• (b) issued 10,000,000 ordinary fully paid shares to the noteholder in (a) above, in consideration for provision of the convertible note facility.

No other matter or circumstance has arisen since the end of the half-year which has significantly affected or may significantly affect the operations of the company, the results of the company, or the state of affairs of the company as reported for the half-year ended 31 December 2008.

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MODENA RESOURCES LIMITED

DIRECTORS' DECLARATION

The directors of the company declare that:

• 1) The financial statements and notes set out on pages 7 to 14 are in accordance with the Corporations Act 2001, including:

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

• (b) 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 then ended.

• 2) In the directors‟ opinion there are reasonable grounds to believe that the company will be able to pay its debts when they become due and payable.

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

Craig Willis Director

Perth, 13 March 2009

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BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Street SUBIACO WA 6008 PO Box 700 WEST PERTH WA 6872 Phone 61 8 9380 8400 Fax 61 8 9380 8499 aa.perth@bdo.com.au www.bdo.com.au

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF MODENA RESOURCES LIMITED

ABN 79 112 284 787

We have reviewed the accompanying half-year financial report of Modena 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, a statement of accounting policies, other selected explanatory notes and the directors’ declaration of the consolidated entity comprising the disclosing entity 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 consolidated entity 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 control 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 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 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 Modena Resources Limited, 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.

BDO Kendalls is a national association of separate partnerships and entities

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Independence

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

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 Modena Resources Limited is not in accordance with the Corporations Act 2001 including:

• (a) 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

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

Material Uncertainty Regarding Continuation as a Going Concern

Without qualifying our conclusion, as disclosed in financial report, Modena Resources Limited incurred a net loss of $9,068,018 and had net cash outflows from operating activities of $210,942 during the half year ended 31 December 2008. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast doubt about the entity’s ability to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business.

BDO Kendalls Audit & Assurance (WA) Pty Ltd

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Peter Toll

Director

Signed in Perth, Western Australia Dated this 13[th] day of March 2009.