DGR GLOBAL LIMITED — Annual Report 2004

Oct 26, 2004

D'AGUILAR

Annual Report

year ended 30 June 2004

corporate information

Directors

Christopher Rawlings (Chairman) Nicholas Mather lan Levy Brian Moller Damien Reynolds Vincent Mascolo

Company Secretary

Duncan Cornish

Registered Office and Principal Business Office

D'Aguilar Gold Ltd Level 5 60 Edward Street Brisbane QLD 4000 Phone: +61 7 3303 0680 Fax: +61733030681

Country of Incorporation

Australia

Stock Exchange Listing

Australian Stock Exchange Ltd ASX Code: DGR

Internet Address

www.daguilar.com.au

Australian Business Number ABN 67 052 354 837

Solicitors

Hopgood Ganim Level 8 Waterfront Place 1 Eagle Street Brisbane QLD 4000 Phone: +61 7 3024 0000

Share Register

ASX Perpetual Registrars (previously Pitcher Partners) Level 22 300 Queen Street Brisbane QLD 4000 Phone: +61 7 3228 4000

Auditors

BDO Kendalls Level 18 300 Queen Street Brisbane QLD 4000 Phone: +61 7 3237 5999

contents

Chairman's Report	2
Review of Operations and Future Developments	3
Director's Report	11.
Shareholder information	16.
Interests in Mining and Exploration Tenements	18
Corporate Governance Statement	20
Statements of Financial Performance for the year ended 30 June 2004	24
Statements of Financial Position as at 30 June 2004	25
Statements of Cash Flows for the year ended 30 June 2004	26
Notes to the Financial Statements for the year ended 30 June 2004	27.
Directors' Declaration	47
Independent Audit Report	48

chairman's report

Dear Shareholder

uring the past year, your Company has established itself as an active exploration vehicle, investigating the mineral potential of $\bm{J}$ exploration and mining tenements in the Kilkivan area, in south east Queensland. The area has been previously explored and mined by many small companies and prospectors, but a regional approach to the highly mineralised geological province has never been attempted before.

The \$4 million capital raising, completed in August 2003, was based on combining many separately owned exploration tenements into one vehicle, your Company D'Aquifar Gold Limited. The Company now controls over 3,000 square kifometres of mineral tenements.

The purpose was to give exploration in the Kilkivan area the best chance of succeeding with a regional understanding of mineral emplacement mechanisms and to give sufficient opportunity to explore a large number of gold exploration targets and previous gold discoveries.

The Company was established with two prime exploration goals:

• 1. To explore for large scale porphyry gold deposits
• 1. To explore for an epithermal gold deposit, the scale of which would encourage reactivation of the gold processing plant at the Shamrock Mine.

Once shareholders funds became available, the Company moved to establish and implement the requirements for active exploration. An exploration team was assembled and a field office was established at the inactive Shamrock minesite.

A large amount of data in disparate locations was coflected for compilation and analysis. This data included geological reports, geophysical and geological drillhole logs, minesite geology reports, field reports, maps, student theses etc. The data has largely been compiled in one readily retrievable, computerised database linked to a Geographical Information System ("GIS"). The Database-GIS is a powerful tool, which provides access to all previously gathered information. Additional exploration results are progressively added to the database as they become available.

The Database-GIS has enabled the Company to rank its exploration targets on the basis of previous knowledge, prospectivity and likely success in meeting the two prime exploration goals.

Two priority targets, Elginvale (a large porphyry deposit) and Manumbah (a previously mined epithermal deposit), have been defined and preliminary drifling has been undertaken. Both targets have provided further indications of significant mineral systems being present, including some high grade intersections, but an economic gold orebody has so far eluded our exploration efforts. Further detailed work is planned to better identify local deposit controls.

A further six priority areas from 18 exploration opportunities have been identified for further analysis and exploration. This programme will be progressively undertaken.

Corporately, the Company's major shareholder, Gympie Gold Limited (25%), has had Receivers and Managers and, subsequently, Liquidators appointed to it following a fire at its Southfand Colliery in late December 2003. The shares, some of which are held in escrow until August 2005, are presently held by the Gympie Gold Limited Receivers and Managers. Your Company has been investigating ways that this issue could be resolved in the best interests of all D'Aguilar Gold shareholders.

Your company has also instituted all of the Australian Stock Exchange "Principles of Good Corporate Governance and Best Practice Recommendations" to be effective in the 2005 financial year.

D'Aguilar Gold is now established and is exploring its large exploration tenement portfolio. Your Company is soundly placed to maximise its knowledge base and to increase the prospectivity of its identified deposits.

Dr. C.D. Rawlings

Chairman

review of operations
and future developments

Exploration Highlights

• w Construction and interpretation of a multidisciplinary regional exploration database over the 3.000 km² D'Aquitar Gold project area - identified eighteen project areas and six key prospects for follow up.
• w Intense exploration program conducted on D'Aquilar tenements south of Kilkivan, at Manumbar epithermal gold and Elginvale bulk tonnage gold prospects.
• w Manumbar gold prospect identified as an epithermal styled gold target, similar to other Queensland multi-million ounce epithermal gold projects at Cracow and Vera Nancy.
• w Drifling commenced at Manumbar in June 2004 - high-grade calcitequartz vein intersections $-4.2$ metres true width @ 7.65 g/t gold including 1 metre @ 19.65 g/t gold and 1 metre @ 11.2 g/t gold. Also 1.3 m @ 14.5 g/t gold and 1.2 m @ 6.6 g/t gold discovered in historic CRA core from Manumbar.
• w 5km vein strike potential, seven future follow up targets at Manumbar.
• w Three additional epithermal gold target areas identified in the Neara Volcanics of the Esk Trough, west of Kilkivan.
• w Discovery of a bulk tonnage gold intrusive porphyry related belt on the Esk Trough D'Aguilar Block margin.
• w Drifling commenced at the Elginvale bulk tonnage gold-copper prospect outlining potential for a target in excess of 1 M oz gold at depth.
• w Identified a nickel laterite deposit within the Company's tenements that has economic potential.
• w Applied for the Andurambah Molybdenum Tungsten Project 20mt @ 0.07% Molybdenum.

Corporate

uring the year the Company $\bm{\omega}$ completed a \$4 million raising and listed on the ASX. The listing was achieved with the assistance and backing of Gympie Gold Limited. Unfortunately, Gympie was placed in receivership in January 2004 after a catastrophic fire irretrievably destroyed Gympie's coal mine in the Hunter Valley. D'Aguilar has been investigating various strategies to have Gympie's 25% interest in D'Aguilar managed in the best manner for D'Aguitar shareholders. D'Aguilar expended some \$2,000,000 on exploration activities during the year, pursuing the potential of the D'Aguilar Block for bulk mineable and high grade vein styles of mineralisation. Approximately 70% of the expended funds were spent directly on "in ground" exploration activities. This included the completion of three drilling programs for a total of 7,468 metres of drifling.

In December 2003, the Company completed a 1:2 pro-rata issue of options at 1 cent per option raising \$286,560.

D'Aguilar Gold Project Summary

The D'Aquilar Gold Project covers approximately 3,000 km² of exploration. ficences and applications, and mining feases (552 ha) in the Kilkivan area west of Gympie in south east Queensland (Figure 1). The area is highly prospective for bulk mineable style disseminated gold ore bodies of the intrusive related class and related high grade gold and base metal sulphide vein systems. The area is 50km west of the highly productive 3.7 million ounce Gympie goldfield.

The project area is centred on D'Aguilar's wholly owned treatment plant, a 150,000 tonne per annum carbon in pulp ("CIP") plant on care and maintenance at the Shamrock Mine site. The plant has previously produced approximately 60,000 ounces of gold.

Ore from Manumbar appears remarkably similar to ores from other important Queensland epithermal gold deposits.

Figure 1: Tenement Locations

GUILAR

The D'Aguilar Block is a Palaeozoic aged structural block of metamorphic rocks which has been uplifted between the Esk Trough to the west and the Gympie Block to the east. Late Triassic aged intrusive rocks in the D'Aguilar Block formed porphyry and intrusive related mineralised bodies and related base metal sulphide and precious metal ore zones. The project area is characterised by a set of northwest and northeast fracture zones which D'Aguilar believes have been important structures controlling the emplacement of these ore zones. D'Aguilar believes the entire project area has broad geological similarities to the highly mineralised Lachlan Fold Belt of New South Wales which hosts a number of large mineralised intrusive related porphyry systems. The exploration techniques which the Company is adopting are therefore broadly similar to the techniques employed in the Lachlan Fold Belt.

Kilkivan, located at the centre of the D'Aguilar Gold Project area was the focation of the first discovery of gold in Queensland, based on coarse, easily accessible, visible gold and quartz reefs. Gold complexed with sulphide minerals was encountered in some reefs at depth and was not treatable by the early miners in the 1890's. The combined effects of fack of capital, water influx, two world wars and small and disjointed tenures discouraged large

	Table 1: Priority Targets in the D'Aguilar Block
--	--------------------------------------------------

	Project Area Martin Communication of Peatures and Communication of the Project Area		Previous Production Exploration Status (1999)
Manumbar Manumbar Contract Community Contract	Epithermal catcite vein system in Triassic Andesitic volcanic basin	50.000 ounces	Recent drilling program extended limits of the system and exploring for bonanza grade gold zone
Elginvale Charles Communist Communist Communist	Buik mineable porphyry system outcropping over 2.5 km 2	Small	Recent drilling program testing of exten- sive soil, rock chip and channel sample gold anomalies which are supported by magnetics
Saw Pit Orlis . .	Mineratised intrusive aureole and associated vein systems. Epithermal mineralisation in andesite volcanic basin	Minor	4km x 0.5km zone up to 40 ppb gold in streams and 1.5g/t gold rock chip samples. Currently mapping in detail, prior to defining drill targets
Long Tunnel One Mile	Complex intrusive porphyry system	100.000 ounces in alluvials	Drill targets currently being defined over extensive soil anomaly
Gallangowan, Jimmy's Scrub, Kabunga di Kabunga	Porphyry prospects outcropping over $2.5$ km 2	Small	Aeromagnetic & geochemical gold anomalies requiring ground follow-up
Gibraltar Rock Manual Action Contract of the Company's Contract of the Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's Company's	Complex porphyry aftered over 25km 2	Minor	Drill targets currently being defined using stream sediment and soils geochemical data
Woolooga waxaa kale kale kale kale kale kale kale ka	Complex porphyry with widespread gold anomalism	Minor	Numerous targets being refined, some with previous drill intersections
Peenam, King Creek, Manual Kinbombi Manus Manus Manus	Intrusive related mineralisation in a porphyry host.	Nil	Previous drifting has identified miner- alised intrusive systems and epithermal vein occurrences up to 10g/t
the three control of the control of Teevoo aan ah ah ah ah ah ah ah ah ah ah ah ah ah and the state of the state of the state of	Intrusive porphyry related mineralisation	Nil	Geochemical and geophysical anomaly east of Manumbar requiring follow-up mapping prior to drill target selection
Black Snake Plateau the contract of the contract of the contract of	Porphyry and associated mesothermal veins	10,000 ounces	Numerous vein systems peripheral to Black Snake porphyry; prospects currently being defined prior to drill target selection
Cinnabar (1999) (1999) (1999)	Epithermal mercury veins over 25km 2 zone in andesitic volcanics	Significant mercury production	Regional interpretation and development of model
the company of the company of Gympie East	Mesothermal vein target with Geophysical anomaly similar to Gympie	Minor	Minor workings requiring follow-up and development of a geological model
Glastonbury West Mary MANA and a strategic control of the	Mesothermal vein systems in a Devonian Metamorphic basement with Triassic intrusive complexes	Minor	Follow up mapping of extensive geochemical anomalies to define drill targets

regional exploration programs. In spite of this, approximately 200,000 ounces of gold has been mined from the area from relatively small outcropping ore bodies and alluvials. Historic occurrences of what is now known to be disseminated gold in porphyry intrusions confounded the early miners and these prospects now form the basis for D'Aguilar's regional exploration effort.

Exploration Summary

The Company's strategy is to explore the D'Aguilar Block for bulk tonnage intrusive related gold orebodies and the definition of at least 300,000 oz in resources that could be processed by recommissioning D'Aguilar's 150,000 tpa carbon in pulp gold treatment plant.

D'Aguilar has constructed a detailed multilayer data base which combines all historical mining, geology, geochemical and geophysical data which may be accessed and interrogated at any scale. New results and knowledge is added as it becomes available. The work on the database has yielded several high priority targets primarily defined by geology, aeromagnetics and gold geochemistry.

The Company has been able to reprioritise exploration targets. Eighteen project areas were defined and six were selected for priority programs to define drill targets (Figure 1). Several new exploration ficences were applied for over those areas. The D'Aguilar project area now totals over 3,000 km² of exploration licences and 552 hectares of granted mining leases.

The principle features emerging from D'Aguilar's work to date are:

1. A zone of intrusive related prospects supported by strong gold copper and

Drilling at Manumbar 2004

gold chemistry, intrusive porphyries and strong magnetic highs along the edge of the Esk Trough/D'Aguitar Block boundary. The Elginvale Project Area exemplifies this style.

• 1. Volcanic-filled basins prospective for epithermal gold at Manumbar, Sawpit Creek and north west of Kilkivan. A cresent shaped zone of mercury anomalism over 25km² west of Kilkivan in the Esk Trough is also thought to be prospective for epithermal gold at depth.
• 1. Porphyry gold copper prospects around intrusive complexes through the D'Aguilar Block at:
• w Woolooga, Gibraltar and Glastonbury
• w Long Tunnel One Mile
• Black Snake
• w Teewoo
• m Kabunga.
• 1. Very strong zones of gold mineralisation in the basement metamorphics of the West Mary zone south of Gympie.

Manumbar Gold Prospect

The Manumbar Epithermal Gold Prospect is focated 30km south of the operations base at the Shamrock mine site. The geological similarity between Manumbar and the well-known Queensland epithermal gold deposits at Cracow (Newcrest 70%, 1.8 million oz) and Vera Nancy (Newmont, 3.5 million oz) underscores the potential at Manumbar for the discovery of in excess of one million ounces of gold, in a system over five kilometres strike fength.

Manumbar is a calcite-rich epithermal gold vein emplaced in Triassic aged andesite volcanic rocks, discovered in the 1990's by stream sediment gold exploration. Manumbar produced ap-

GUILAR

proximately 49,000 ounces of gold from three shallow open pits at a mined diluted grade of approximately five grams of gold per tonne. The ore was treated through D'Aquilar's Shamrock Treatment Plant. D'Aquifar has developed a model for the emplacement of gold at high grades in the bonanza silica hosted zones which were interpreted to lie at depth in the Manumbar system.

Several key controls for the occurrence of wide veins and high grades in this model were identified:

• 1. A brittle andesite lava host.
• 1. A flexure in the structure hosting the vein.
• 1. Presence of adularia, a diagnostic potassium feldspar mineral.
• 1. Mineralisation with a high gold to silver ratio.

To date, the drifting at Manumbar has confirmed the continuity of the system and identified the top of the prospective silica zone but has not yet identified high grade extensions to the previously mined ore zones. The Company believes that this is due to the absence

of favourable brittle host rocks in the majority of the drill tested sections.

In September 2004. D'Aquilar commenced a review to determine the key vectors to economic mineralisation prior to further drilling activities. The exploration work at Manumbar and evidence from the Cracow deposit established that the presence of a brittle host andesite lava is most important for the emplacement of a gold-rich vein.

At Manumbar this favourable host rock (andesite lava) is much more magnetic than the other andesite volcanic rock types. Detailed magnetic data should therefore provide a means of tracking favourable host rocks. A ground magnetic survey covering some 250 line kilometres over a nine square kilometre area around the historic Manumbar mine site is in progress. It is envisaged that this survey will be ultimately modelled in three dimensions and will provide more definitive quidance for future drilling at Manumbar.

During the year D'Aguilar drifled nine holes at Manumbar for 2,624 metres of driffing, returning the results shown in Table 2.

Previous CRA Limited drillholes MB43 and MB44 were assaved by D'Aquilar in zones not previously analysed by CRA. The analysis discovered additional zones of mineralisation parallel to the main zone.

The most encouraging results were returned in drifthole DP028, where the North Lode vein was intersected at approximately 60 metres below surface with highly encouraging grades averaging 7.65 g/t over a true width of 4.2 metres from 94 metres downhole, including 1 metre @ 19.65 g/t gold and 1 metre @ 11.2 g/t gold on the margins of the vein. The vein was a typical Manumbar style calcite dominant vein.

The work to date at Manumbar has provided considerable encouragement for the discovery of a significant resource. Drilling has intersected highgrade mineralisation at similar frequency to early stage exploration activities by other companies at Cracow.

The key conclusion is that the vein is best developed in brittle lava variants of the ubiquitous andesite host. This establishes the importance of the

DYN ROLE ID	BASSIN ្នុះរាជទទួ	Northing $($ unaro $)$	AZHRUSHIIIIII ansle minim bearing	Webhraham the leaders (degrees)		From To	Langth 12321 1999	Oratel Roth Administration	Bit ei itala (mirs)
MBAS	437060	7083195	0:5	60	104.0	105.3	1.3	14.5	162.0
Hermann Star Star Star Star Star Star Star Star MBAY	437112	7083188	000	60	84.4	85.6	1.2	6.61	141.0
01023	436895	7083326	330	57	87.0	88.0	1.0	1.02	374.1
02020	436862	7083264	0:0	58	231.0	232.0	1.0	0.1	347.2
DP025	436988	7083460	225	60	226.0	229.0	3.0	1.46	297.0
DEFAN	436838	7083578	205	55	135.2	135.8	0.6	3.23	252.2
01027	436377	7083676	021	60		no intercept over		0.01	399.2
02023	436724	7083680	317	55	94.0	100.0	6.0	7.65	150.0
manana					94.0	95.0	1.0	19.65
And Williams					99.0	100.0	1.0	11.2
DP037	436962	7083232	0:8	55	159.0	160.0	1.0	0.14	174.0
DP038	436782	7083648	325	55	181.0	181.5	0.5	0.08	279.2
DEREI	437401	7083031	335	60	259.2	259.7	0.5	1.14	351.2

		Table 2: 2004 Drilling Results Manumbar Gold Prospect

Figure 2: Manumbar drillhole locations and targets

planned ground magnetic survey to determine the coincident location of the fracture system and brittle host. To date, at Manumbar, the vein system shows potential for approximately five kilometres of strike length and if it is all similarly mineralised at the same abundance of gold bearing shoots as was previously mined, it would provide a valid target sufficiently large to offer potential for the discovery of a resource which could justify a development.

Several key targets for follow up at Manumbar are evident and will be investigated further during the September and December 2004 quarters (Figure $2).$

A bulk mineable intrusive model for gold in the D'Aguilar Block - Esk Trough

« Eiginvale Buik Tonnage Target

D'Aquilar's new regional database has refined the bulk-mineable intrusive related gold model to explain the occurrence of significant mineralised systems along the east side of the Esk Trough and west side of the D'Aguilar Block.

The discoveries in New South Wales over the fast decade of bulk mineable style copper-gold deposits by Newcrest Mining at Cadia-Ridgeway (44 million tonnes $@$ 2.5 g/t gold and 0.82% copper) and discoveries by North Ltd at North Parkes and Lake Cowal demonstrate the potential of this style of target. Cadia Ridgeway, North Parkes and Lake Cowal occur adjacent to similar geological structures to those occurring in the northern D'Aguilar Block. D'Aguilar believes the broad structural similarities and the suite of granodiorite and porphyry rocks at Elginvale to be the key to the bulk mineable exploration strategy.

Elginvale was originally defined by CRA in 1991 as a north-south trending zone some 2.5 km long and 400 metres wide and strongly anomalous in copper and gold. The mineralised zone is open to the south and coincident with a zone of

medium sized and intense aeromagnetic anomalies that arise from porphyries emplaced in a thick volcanic unit.

During the year D'Aguilar drilled five holes for 1,807 metres across the southern part of the anomaly and outlined a zone of gold mineralisation associated with a diagnostic potassic alteration zone at least 80 metres wide. D'Aguilar has identified a broad correlation between enhanced gold grades and potassic alteration styles which indicates significant potential for a bulk mineable orebody at depth.

At the time of writing, many assays are still outstanding, but results to date include highs up to 18 grams per tonne in potassic altered quartz and sulphide veins showing free gold within wide, low grade zones. For example:

• $\text{W}$ 19 metres from 100 metres $@$ 1.07 $g/t$ gold including 0.4 metre $@$ 18 g/t in DP029
• $\text{W}$ 54 metres $\textcircled{c}$ approximately 0.2 g/t gold from surface and $0.8$ m $@$ 16

g/t from 181 metres and 4 metres @ 1 g/t from 337 metres in DP033

• 5 metres @ 1.4 in DP034
• 11 metres @ 0.63 from 1 metre and 21 metres @ 0.69 from 39 metres in DP035.

Elginvale and several promising similar prospects in the same zone are developed in Triassic aged highly oxidised diorite intrusive bodies. Triassic aged intrusives are a key element of the rock suite at the Mt Rawdon project operated by Equigold some 100 km to the north. Other prospects in this trend include Ollenburgs, focated four kilometres south of Elginvale; Gallangowan ten kilometres to the north east and the King Creek, Kinbombi and Peenam prospects to the north.

Shamrock, Mt Clara and Tablelands

In addition, drilling was conducted at the Shamrock, Mt Clara and Tablelands prospects for a total of 3,038 metres, without exploration success.

Manumbar East Pit

Potential Lateritic Nickel Resources

^'AGUILAR

Nickel-cobalt rich laterites have developed in the weathered zones of serpentinite rocks of the D'Aquilar Block, in one deposit focated three kilometres east of the Shamrock Gold Plant, a non-JORC resource of 100,000 tonnes @ 1.2 % nickel and 0.11% cobalt was outlined by previous workers. Frequent highly anomatous nickel values up to 0.2 % in sheared serpentinite bedrock highlights the nickel potential of the area. D'Aguilar intends to evaluate the known resource area to confirm its size and grade and review the potential of the balance of the project area for additional targets.

Andurambah Molybdenum - Tungsten Project

During investigation of sources of geological information for entry into the regional D'Aquitar Block database, D'Aguilar identified open exploration ground over the Andurambah Molybdenum Project 100 kilometres north-northwest of Brisbane. D'Aguilar applied for an exploration permit over an area of 308 km² covering the project. Andurambah contains a resource of 20 Mt at a grade of 0.07% molybdenum or 8 Mt at a grade of 0.11% molybdenum. The resource was defined by CRA in 1969 and upgraded by BHP between 1981 and 1983. The resource has a waste to ore ratio of approximately 1.4:1 and occurs in a granite host.

D'Aguilar's interest in Andurambah is based on several geological and market factors:

» Molybdenum prices have recently risen strongly to US\$19 per pound (approximately A\$59,000 per tonne), driven largely by the increase in specialty steel alloy consumption.

• m There is additional exploration upside for the tungsten and silver at Andurambah.
• m Other exploration targets are evident in the database.

D'Aguilar is currently assessing the exploration potential identified and is evaluating the potential project economics, and market dynamics for molybdenum and tungsten.

Solomon Islands Gold Project

Australian Resource Management (ARM) Pty Ltd (D'Aquilar's wholly owned subsidiary) holds project areas over highly prospective porphyry targets on the main island of Guadalcanal in Solomon Islands. The project area is located on the Pacific Rim of Fire, south of the world-class Panguna copper

deposit on Bougainville in Papua New Guinea and exhibits similar geological features. No work is planned on these project areas until law and order is restored to Solomon Islands.

Prior to its acquisition by D'Aguilar, ARM expended in excess of A\$3.5 million and outlined several prospects containing base and precious metal porphyry targets.

Promising exploration targets include:

• World-class porphyry deposits of the Southwest Pacific Copper-Gold style similar to Panguna on Bougainville and Ok Tedi in Papua New Guinea.
• Epithermal gold deposits of the Gold Ridge style, which can contain upwards of two million ounces of gold.

Previous work by ARM has brought one large copper-gold porphyry deposit

• the Mbetifonga caldera, located only some 8km from the capital of Honiara. to a stage where evaluation drilling for bulk mineralisation can be planned during the next follow-up exploration program. Results to date from activities conducted by ARM in 1997 include a channel sample result of approximately 100 metres at 2.5% copper in a trench centred in a copper in soils anomaly exceeding 0.1% copper over an area of approximately 6km².

During the year these tenements were kept on a care and maintenance basis pending an improvement in the operating conditions in Solomon Islands. ARM has renewed the tenements and expects to conduct further field activities on the project in the 2005 financial year.

Figure 3: D'Aguilar Gold's Solomon Island Tenements

directors' report

Your directors submit their report for the year ended 30 June 2004.

Directors

The names, qualifications, experience and special responsibilities of the directors of the Company in office during the period and until the date of this report are as follows.

Christopher Rawlings

BSc (PhD), FAustMM, FAICD (Non-Executive Chairman)

Dr Rawlings was appointed on 21 May 2003 and acts as the Company's Chairman. Dr Rawlings has over 25 years experience in the Australian mining industry, including six years as a Managing Director of South Blackwater Coal Limited and six years as a Managing Director and chief executive officer of QCT Resources Limited. He is a former President of the Queensland Mining Council.

Dr Rawlings is a fellow of the Australian Institute of Company Directors and the Australasian Institute of Mining and Metallurgy.

Dr Rawlings is Executive Chairman of Australian Magnesium Corporation, director of Uniquest Pty Ltd and JK Tech Pty Ltd and is Chairman of Directors of Renison Consolidated Mines NL.

Nicholas Mather

BSc (Hons, Geol) (Univ. QLD) MAuslMM (Managing Director)

Mr Maher was appointed on 26 October 2001. Nick Mather has 22 years experience in exploration and resource

company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels.

Mr Mather has focused his attention on the identification of and investment in large resource exploration projects.

He was managing director of BeMaX Resources NL from 1997 until 2000 and instrumental in the discovery of the world class Gingko mineral sand deposit in the Murray Basin in 1998. As an executive director of Arrow Energy NL, Mr Mather has driven the acquisition and business development of Arrow's large Surat Basin Coal Bed Methane project in South East Queensland. He was managing director of Auralia Resources NL, a junior gold explorer before its \$23 million merger with Ross Mining NL in 1995. He was also a nonexecutive director of Ballarat Goldfields NL, having assisted that company in its re-emergence as a significant emerging gold producer.

Mr Mather is President of Western Pacific Gold Inc, a listed Canadian exploration company and an Executive Director of ASX listed Arrow Energy NL.

lan Levy

BSc (Hons) (ANU) MSc (Dist) (London) & Diploma of Imperial College (Royal School of Mines) (Non-Executive Director)

Mr Levy was appointed on 12 February 2003. Mr Levy has had 27 years experience in both mining geology and mineral exploration including 12 years with Western Mining Corporation Limited and 11 years experience in mining business development positions.

Mr Levy commenced his mining career with Western Mining Corporation Limited at the Kambalda Nickel Operation in Western Australia. He worked on the Kalgoorlie Golden Mile and Central Norseman Gold Mines prior to being appointed senior commercial geologist at Western Mining's head office in Melbourne in 1980.

SGUILAR

In 1984, Mr Levy was appointed Chief Geologist of the Tavua Basin Joint Venture with Emperor Gold Mines in Fiii. During this time, exploration teams under his management discovered the million-ounce Prince William ore system. From 1987 until present, Mr Levy has worked in development roles for mining-exploration companies including Pancontinental Mining and Gympie Gold Limited.

Mr Levy has been Federal President of the Australian Institute of Geoscientists and was a member of the Joint Ore Reserve Committee (JORC) for 10 years including four years as Vice Chairman.

Brian Moller

LLB (Hons) (Univ. QLD) (Non-Executive Director)

Mr Moller was appointed on 2 August 2002. Mr Moller is a corporate partner in the Brisbane based law firm Hopgood Ganim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.

He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.

Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board particularly in the corporate regulatory and governance areas. Until recently, he was currently Chairman of Gold Aura Limited, a Queensland based ASX listed company.

Damien Reynolds

(Non-Executive Director)

Mr Reynolds was appointed on 2 August 2002. Mr Reynolds is currently President and CEO of Tournigan Gold Corporation and a director of Lalo Ventures Corporation. Both companies are Canadian listed gold exploration and development companies.

Mr Reynolds has been working in the junior resources sector for more than 18 years and has gained considerable industry knowledge serving on the boards of a number of public exploration companies.

Mr Reynolds was the financial controller of Total Energold Corporation, a mining and resource exploration subsidiary of the Total Group of France and Major General Resources Ltd.

Vincent Mascolo

BEng Mining (Univ. Wollongong) MAusiMM. MEI Aust (Non-Executive Director)

Mr Mascolo was appointed on 30 September 2002. Mr Mascolo is a qualified mining engineer with extensive experience in a variety of fields including, gold and coal mining, quarrying, civil-works, bridge-works, water and sewage treatment and estimating.

Mr Mascolo has completed assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management.

Mr Mascolo is a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.

Secretary

The name, qualifications, experience and special responsibilities of the secretary of the Company in office during the period and until the date of this report is as follows.

Duncan Cornish

BBus (Accicy), ACA (Company Secretary)

Mr Cornish has more than ten years experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst and Young and PriceWaterhouseCoopers. He has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities.

Mr Cornish is a Chartered Accountant. He holds a Bachelor of Business (Accounting) and is a member of the Australian Institute of Chartered Accountants.

Mr Cornish is also company secretary of another ASX listed company.

Interests in the shares and options of the Company

As at the date of this report, the interests of the directors in the shares and options of D'Aquilar Gold Ltd are shown in the table below.

Corporate Information

Corporate structure

D'Aguilar Gold Ltd is a company limited by shares that is incorporated and domiciled in Australia. D'Aguilar Gold Ltd has prepared a consolidated financial report which consolidates its' 100% owned subsidiaries Australian Resource Management (ARM) Pty Ltd and Navaho Mining Pty Ltd.

Nature of operations and principal activities

The principal activities of the Company during the financial year were mineral exploration and development. There where no significant changes in the nature of the Company's principal activities during the financial year.

Employees

As at 30 June 2004, the consolidated entity employed three full-time employees plus a further eight part-time and casual staff (2003: 1 full-time employee).

Interests in the shares and options of the Company

a a companies and a companies .	Ordinary Million	Unlisted \$0.20 options Site engols Shares on on or belore on or before 31 October 2005 31 March 2006	\$0.26 options titerat eller
Christopher Rawlings	925.000		694 969
Meholas Mether	811.100	1.730.770	638.019
lan Levy Andrew Street	200.000		332.469
Brian Moller Manual	625.000		544.969
Damien Reynolds	462.500	1.384,615	463.719
Vincent Mascelanu	1.311.044	1.384.615	655.522

Operating Results

For the year ended 30 June 2004, the consolidated loss from ordinary activities for the economic entity after providing for income tax was \$828,212 (2003: \$2,024,974 profit).

Dividends Paid or Recommended

There were no dividends paid or recommended during the financial year.

Review of Operations

Detailed comments on operations and exploration programmes up to the date of this report are included separately in the Annual Report under Review of Operations.

Significant Changes in the State of Affairs

The following significant changes in the state of affairs of the parent entity occurred in the financial year:

• w On 28 May 2003 the Company issued a prospectus for the issue of up to 20,000,000 shares to be offered for subscription at 20 cents each to raise up to \$4,000,000. Having closed the Initial Public Offering fully subscribed (\$4,000,000) on 8 August 2003, the Company was admitted to the Australian Stock Exchange ("ASX") on 19 August 2003. 20,000,000 ordinary shares were allotted and issued on 8 August 2003. Official quotation of the Company's shares on the ASX commenced on
• 21 August 2003.
• w On 27 November 2003 the Company issued 7,500,000 shares to Gympie Gold Ltd in consideration for the

transfer of various mining tenements and interests to the Company pursuant to the Sale Agreement described in the Company's prospectus dated 28 May 2003.

® On 21 November 2003 the Company issued a prospectus for a pro rata non-renounceable offer on the basis of 1 option at 1 cent for every 2 ordinary shares held on a record date of 3 December 2003 to raise up to \$286,560. Of the 28,656,000 options offered, 26,331,307 were accepted by shareholders and the directors exercised their right to allocate the shortfall of 2,324,693 options. Having raised the full \$286,560, the 28,656,000 options were issues by 31 December 2003 and commenced trading on the ASX on 5 January 2004.

Significant Events after Balance Date

There have been no events since the end of the financial year that impact upon the financial report as at 30 June 2004.

Future Developments

Likely developments in the operations of the Company and the expected results of those operations in subsequent financial years have been discussed where appropriate in the Annual Report under Review of Operations.

There are no further developments of which the directors are aware which could be expected to affect the results of the Company's operations in subsequent financial years other than information which the directors believe comment on or disclosure of, would prejudice the interests of the Company.

Environmental Requiation and Performance

The consolidated entity is subject to environmental regulation in relation to its exploration activities. Save for the securing for the benefit of the Company of bonds totaling some \$1,300,000 in respect of the future fiability for rehabilitation of mining leases, there are no matters that have arisen in relation to environmental issues up to the date of this report. Details of these bonds appear in Note 26 in the Notes to Financial Statements

AGUILAR

Indemnification and Insurance of Directors and Officers

Each of the directors of the Company has entered into a Deed with the Company whereby the Company has provided certain contractual rights of access to books and records of the Company to those directors.

The Company has insured all of the directors of D'Aguilar Gold Ltd. The contract of insurance prohibits the disclosure of the nature of the liabilities covered and amount of the premium paid. The Corporations Act does not require disclosure of the information in these circumstances.

Directors' and Other Officers' Emoluments

Remuneration policy

The Remuneration and Nomination Committee of the Board of Directors is responsible for determining the reviewing compensation arrangements for the directors and the executive team. The Remuneration and Nomination

Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without creating undue cost for the Company. Further details on the remuneration of directors and executives are also provided in Note 19 to the Financial Statements.

The Company's specific policy for determining the nature and amount of emoluments of board members of the Company is as follows:

• The Constitution of the Company provides that the non-executive directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is \$185,000.00 per annum. Additionally, non-executive directors will be entitled to be reimbursed for properly incurred expenses.
• f a non-executive director performs extra services, which in the opinion of the directors are outside. the scope of the ordinary duties of the director, the Company may remunerate that director by payment of a fixed sum determined by the directors in addition to or instead of

the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to non-executive directors. A nonexecutive director is entitled to be paid travelling and other expenses properly incurred by them in attending director's or General Meetings of the Company or otherwise in connection with the business of the Company.

» The remuneration of any executive director may from time to time be fixed by the directors. The remuneration may be by way of salary or commission or participation in profits but may not be by commission on, or a percentage of, operating revenue.

Emoluments of directors and other officers of D'Aguilar Gold Ltd

Emoluments* of directors of D'Aguilar Gold Ltd for the year ended 30 June 2004:

m	man $\sim$	Primary 11	ww	enem	Post-Employment 20000000000000000222		Equity and the contract of the contract of the contract of the contract of the contract of the contract of the
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Salary & Fees	Cash Bonus	Non-cash benefits	Superan- nuation	Retirement benefits	Options	Other	mset
Christopher Rawlings	36.697		۰	3.303				40.000
Nicholas Mather	175.000		۰				٠	175.000
fan Levy	30.000	۰	۰	$\overline{\phantom{a}}$	۰			30.000
_________ Brian Moller	30.000							30.000
Damies Reynolds	30.000		-					30.000
Procent sizespecture	30.000							30.000

Emoluments* of the five most highly paid executive officers# of the Economic Entity for the year ended 30 June 2004:

	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Primany			Post-Employment	Equity
	Salary & Fees	Cash Bonus	Non-cash benefits	Superan- nuation	Retirement benefits	Options	akozi	Tolah
Ron Cunneen	83.804			'.542		-	-	91.346
Duncan Cordish	87.200						-	87.200

Notes:

The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.

* The elements of emoluments have been determined on the basis of the costs fo the Company and the Economic Entity.

Officers are those directly accountable and responsible for the operational management and strategic direction of the Company and the Economic Entity.

GUILA

Directors' Meetings

The number of meetings of directors held during the period and the number of meetings attended by each director were as follows:

Audit Committee Meetings

The number of meetings of the Audit Committee held during the period and the number of meetings attended by each member of the Audit Committee were as follows:

Share Options

As at the date of this report (and at the balance date) there were 33,156,000 unissued ordinary shares under options as follows:

• w 4,500,000 unlisted options to take up one ordinary share in D'Aguilar Gold Ltd at an issue price of 20 cents. The options expire 31 October 2005.
• w 28,656,000 listed options to take up one ordinary share in D'Aguilar Gold Ltd at an issue price of 20 cents. The options expire 31 March 2006.

Proceedings on Behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purposes of taking responsibility on behalf if the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

Director's Meetings

.	No. of Meetings held write mother	man allender
Christopher Rawlings
Hicholas Mather
lan Levy Contract Contract Contract
Bild in Middex
Damien Reynolds
Thread Personal Company

Total number of meetings held during the financial year - 11

Audit Committee Meetings

	No. of Meetings held while in other	affender
Anzur Madise
Damien Reynolds

Total number of meetings held during the financial year - 3

Corporate Governance

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of D'Aguilar Gold Etd support and have adhered to the principles of corporate governance. The Company's corporate governance statement is contained in the Shareholder Information section of the Annual Report.

Signed in accordance with a resolution of the directors.

Brian Moller Director Brisbane

Dated this 30th day of September 2004

shareholder information

dditional information required $A_{by the Australian Stock}$ Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 24 September 2004.

(a) Distribution of equity securities

The number of holders, by size of holding, in each class of security are shown in Table 3.

The number of shareholders holding less than a marketable parcel of shares is 33 (115,028 ordinary shares).

(b) Twenty largest holders

The names of the twenty largest holders, in each class of security are shown in Table 4 and 5.

(c) Substantial shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

. and the contract of the contract of the contract of the con-	Number simi Shares
Gympie Gold Ltd	14.500.000
Western Pacific Go1d Inc.	8.000.050

(d) Voting rights

All ordinary shares carry one vote per share without restriction.

Table 3: Distribution of equity securities

		Ordinary Starss mmm		Unlisted \$9.20 options 59.20 options exercisable on in before exercisable on or before. 31 October 2005 31 March 2006
	Number of holders	Number of shares	Number of holders	Number of options	Number of holders	Number of options
$1 - 11990$	4	3.158				2.079
1.001-5.000	29	111.870			168	783.304
5.061 10.000	237	2.333.925			82	719.388
19.001 100.000	285	9.647.495			130	3.730.910
190.001 and over #	51	45.215.591	3	4.500.000	40	23.420.319
TOTAL	606	57.312.039	3	4.500.000	424	28.656.000

Table 4: Twenty largest holders - Ordinary shares

	Holders Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of Numb		Shares www.com	. % of Total
THE COMPANY	Gympie Gold Limited		14.500.000	25.3%
$\overline{\phantom{a}}$	Western Pacific Gold Inc*		8.000.050	14.0%
$3^{\circ}$	Westpac Custodian Nominees Limited		3.530,000	6.2%
A HOLLOWING	SC Biogs		1.375.000	2.4%
Summer	Vincent Mascolo		1.311.044	2.3%
B urbane of	Abbotsleigh Pty Ltd		1,250,000	2.2%
1 mars 1977	Tenstar Trading Limited		1.000.000	1.7%
8	Bizzell Nominees Pty Ltd		880.000	1.5%
B Little Corporation	Dr Christopher David Rawlings		850.000	1.5%
THE CONSULAR	Mr S and Mrs J Chiu-Yueh Hsu		845,250	1.5%
11	Liam Rigney		746.608	1.3%
12	Dr Robert Todd		675,000	1.2%
18 (1899)	Samuel Capital Limited		650,000	1.1%
14 1000	Sealth Pty Ltd		625,000	1.1%
16	Bow Lane Nominees Pty Ltd		576.000	1.0%
16	Agoro Pty Ltd		500.000	0.9%
17	HSBC Custody Nominees (Australia) Limited		500.000	0.9%
18 march 2007	Alfredo Marrocco		500.000	0.9%
19 (19)	George Lee		500.000	0.9%
$20 - 1$	Damien Reynolds		462.500	0.8%
			Тор 20 39.276.452	605%
		TOTAL	57,312,039	100.0%

The Company understands that Western Pacific Gold Inc. ("WPI") still proposes to distribute all of * Note: the 8,000,050 ordinary shares it holds in D'Aguilar Gold Ltd on a pro-rata basis to shareholders of WPI. WPI shareholders as at the WPI Record Date will be entitled to participate in this distribution.

GUILAR GOL

	Holders		Number of Communication of the State of American Optons	% of Total Alexandria (Alexandria Alexandria Alexandria Alexandria Alexandria Alexandria Alexandria Alexandria Alexandri
. գասաթ»	Gympie Gold Limited		7.250.000	25.3%
$\tau$	Western Pacific Gold Inc		4.000.000	14.0%
3 1	Westpac Custodian Nominees Limited		1,765,000	6.2%
$\overline{4}$	SC Biggs		687.500	2.4%
5 2	Vincent Mascoto		655.522	2.3%
$\mathbf{f}$	Abbotsleigh Pty Ltd		625.000	2.2%
7 1	Tenstar Trading Limited		500.000	1.7%
$\mathfrak{g}$ and $\mathfrak{g}$	Damien Reynolds		463.719	1.6%
$\mathbf{g}$ and $\mathbf{g}$	Liam Rigney		450.794	1.6%
10 00000	Bizzell Nominees Pty Ltd		440.000	1.5%
11 00000	Dr Christopher David Rawlings		425.000	1.5%
12	Dr Robert Todd		337,500	1.2%
13	Justevian Pty Limited		332.469	1.2%
14 (1999)	Samuel Capital Limited		325.000	1.1%
15	Samuel Holdings Pty Ltd		313.019	1.1%
16	Sealth Pty Ltd		312.500	1.1%
17	A Haack Pty Ltd		290,000	1.0%
18	Catherine Cornish		282,469	1.0%
- 190000	Elizabeth Lee Nelson		269,969	0.9%
2010000	Agoro Pty Ltd		250.000	0.9%
		Тор 20 милли-	19 975 461 200 200 200 200	Barro
		TOTAL	28,656,000	100.0%

Table 5: Twenty largest holders - Options exercisable at \$0.20 on or before 31 March 2006

(e) Restricted securities

The number of restricted securities (held in escrow) that are on issue, and the date from which they cease to be restricted securities are as follows:

Ordinary shares:

Date securities cease to be a da kasa	Radica Scholm aanaaciilli securities
27 November 2004 (ASX restriction)	7.500.000
21 August 2005 (ASX restriction)	16.481.094
TOTAL	23.981.094

Unlisted options exercisable at \$0.20 on or before 31 October 2005:

Bala securities	Abandar
cease to be	restricted
TOGLERIE	smurtues
21 August 2005 (ASX restriction)	4.500.000

(f) Business objectives

The entity has used its cash and assets that are readily convertible to cash in a way consistent with its business objectives.

interests in mining
and exploration tenements

D'Aguilar Gold Ltd held the following interests in mining and exploration tenements as at 30 September 2004:

Australia

and Number	Tenure Type, Name and Number and Number of Hotels (Name of Hotels of Hotels and Number of Hotels (Name of Hotels of Hotels of Hotels of Hotels and Name of Hotels of Hotels (Name of Hotels of Hotels of Hotels of Hotels of H	Interest of Holder	Date of Expiry
EPM 5187 Manumbar	D'Aguilar Gold Ltd	100%	24/01/05 (See Note 3)
Portion of EPM 6031 New York	(See Note 6)	(See Note 6)	06/09/04 (See Note 6)
EPM 6939 MI Coera an an an Aon	D'Aguilar Gold Ltd	100%	12/06/05 (See Note 3)
EPM 7682 Elamvale No. 1	D'Aquilar Gold Ltd	100%	6/08/05 (See Note 3)
EPM 9759 Kilkivan	D'Aquilar Gold Ltd	100%	3/01/05 (See Note 3)
EPM 9978 Monsildale Communication	D'Aquilar Gold Ltd	100%	(See Note 2) 24/03/02
EPM 10135 Golden Sput	D'Aguilar Gold Ltd	100%	09/06/02 (See Notes 2 and 3)
EPM 19903 Elginvale No. 2	D'Aquilar Gold Ltd	100%	31/12/05 (See Note 3)
EPM 11122 Beenham Range	D'Aquilar Gold Ltd	100%	19/06/05
EPM 11192 Tableland	D'Aguilar Gold Ltd	100%	23/09/03 (See Notes 2 and 3)
EPM 11673 Kilkivan Project	Navaho Mining Pty Ltd	100%	12/05/05
EPM 12712 Court-Le-Rol	D'Aguilar Gold Ltd	100%	(See Note 3) 24/01/05
EPM 13833 Cympis Company	D'Aguilar Gold Lid	100%	5/08/06
EPM 13359 Kilkivan North	Australian Resource Management (ARM) Pty Ltd	100%	03/01/05
EPM 13360 Kilkivan East	Australian Resource Management (ARM) Pty Ltd	100%	05/02/05
EPM 13361 Kilkivan West	Australian Resource Management (ARM) Pty Ltd	100%	05/02/05
EPM 14034 Gubraltar Rock	Navaho Mining Pty Ltd	100%	20/10/08
EPMA 13730 Rossmore	D'Aguilar Gold Ltd	100%	Under application
EPMA 14372 Tableland	D'Aguilar Gold Ltd	100%	Under application (See Note 4)
EPMA 14373 Elginvale No.1	D'Aguilar Gold Ltd	100%	Under application (See Note 4)
EPMA 14375 Elginvale No 2	D'Aquilar Gold Ltd	100%	Under application (See Note 4)
EPMA 14376 Manumbar	D'Aquilar Gold Ltd	100%	Under application (See Note 4)
EPMA 14489 Aura	D'Aquilar Gold Ltd	100%	Under application
EPMA 14316 Moorooreral	Navaho Mining Pty Ltd	100%	Under application
EPMA 14553 Woolooga	Navaho Mining Pty Ltd	100%	Under application
EPMA 14560 Mount Kandanga	Navaho Mining Pty Ltd	100%	Under application
EPMA 14561 Borumba Mountain	Navaho Mining Pty Ltd	100%	Under application
EPMA 14563 North Monsildale	Navaho Mining Pty Ltd	100%	Under application
EPMA 14666 Anduramba	D'Aguilar Gold Ltd	100%	Under application
EPMA 14670 Cafile Creek	D'Aguilar Gold Ltd	100%	Under application

Australia (continued)

Tenure Type, Name and Number	Current Hotder	Registered o Increased Halbert		Date of Expiry
ML 3678 United Reefs Gold Mile (Stranned)	D'Aquilar Gold Ltd	100%	31/05/22
ML 3732 Jimmy Scrub	D'Aquilar Gold Ltd	100%	31/01/10
ML 3741 Shanneck Extended	D'Aguilar Gold Ltd	100%	30/09/09
ML 3748 Black Shamrock	D'Aquilar Gold Ltd	100%	28/02/13
ML 3749 North Chinaman	D'Aguilar Gold Ltd	100%	31/07/07
ML 3752 Shanirock Tailings	D'Aquilar Gold Ltd	100%	31/01/10
ML 3753 Shamrock failings Extended Communications	D'Aquilar Gold Ltd	100%	31/08/05
ML 6622 Golden Spur	D'Aquilar Gold Ltd	100%	31/07/09
ML 50059 Manumbar	D'Aquilar Gold Ltd	100%	31/12/03	(See Note 1)
ML 58699 Manumbar Extended	D'Aquilar Gold Ltd	100%	31/08/05
ML 50148 Tabletand The Company	D'Aquilar Gold Ltd	100%	30/04/14
ML 58137 Long Tunnel	Navaho Mining Pty Ltd	100%	31/08/09

Solomon Islands

Tentife Type, Name and Rumber School And Rumber	Current Holder	Registered %	Interest of Holder Committee Date of Expiry
SPL 189 Koloula and a manual	Australian Resource Management (ARM) Pty Ltd	100%.	(See Note 1) 24/09/03
SPL 190 Central Guadalcanal	Australian Resource Management (ARM) Pty Ltd	100%.	(See Note 1) 24/09/03
SPL 191 Mbetilonga SPL 191 Mbetilong	Australian Resource Management (ARM) Pty Ltd	100%	(See Note 1) 24/09/03
SPL 195 Sutakiki Allian Santan (	Australian Resource Management (ARM) Pty Ltd	100%	(See Note 5)

Note 1 A Renewal Application has been lodged in respect of this Tenement.

Note 2 A Renewal Application has been lodged in respect of this Tenement. The Application was lodged outside of the 28-day period but still prior to expiry. These Tenements have been conditionally surrendered upon the successful granting of the EPM Applications referred to in Note 4. Note 3

Note 4 These Tenements have been applied for over the conditionally surrendered EPM's referred to in Note 3.

Note 5 Due to civil unrest in the country at the present time this Tenement has been suspended.

D'Aguilar Gold Ltd registered an agreement, dealing or other interest over six sub-blocks of EPM 6031, held by Gympie Eldorado Gold Mines Pty Note 6 Ltd ("GEGM"). A Renewal Application has been lodged in respect of EPM 6031 by GEGM.

corporate governance statement

The board of directors of D'Aguilar
I Gold Ltd is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of D'Aguilar Gold Ltd on behalf of the shareholders by whom they are elected and to whom they are accountable.

D'Aguilar Gold Ltd's Corporate Governance Statement is now structured with reference to the Australian Stock Exchange ("ASX") Corporate Governance Council's (the "Council") "Principles of Good Corporate Governance and Best Practice Recommendations", which are as follows:

Principle 1	Lay solid foundations for management and oversight.
Principle 2	Structure the board to add value.
Principle 3	Promote ethical and responsible decision making.
Principle 4	Safeguard integrity in financial reporting.
Principle 5	Make timely and bal- anced disclosure.
Principle 6	Respect the rights of shareholders.
Principle 7	Recognise and man- age risk.
Principle 8	Encourage enhanced performance.
Principle 9	Remunerate fairly and responsibly.
Principle 10	Recognise the legitimate interests of stakeholders.

A copy of the Ten Essential Corporate Governance Principles and the Best Practice Recommendations can be found on the ASX's website at www.asx.com.au.

D'Aquilar Gold Etd's corporate governance practices were varied subsequent to 30 June 2004. Any departures to the Council's best practice recommendations as at the date of this report, or throughout the year ended 30 June 2004, are set out below.

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director on office at the date of the annual report is included in the Director's Report. Corporate Governance Council Recommendation 2.1 requires a majority of the board to be independent directors. The Corporate Governance Council defines independence as being free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of their unfettered and independent judgement.

In the context of director independence, "materiality" is considered from boththe company and the individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 10% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered included whether a

relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the Company's foyalty.

At the date of this report:

In accordance with the Council's definition of independence above, and the materiality thresholds set, the following directors are considered to be independent at the date of this report:

Name	Passion
Christopher Rawlings	Chairman. Non-Executive Director
lan Levy	Non-Executive Director
Damien Revnolds	Non-Executive Director
Vincent Mascolo	Non-Executive Director

In accordance with the Council's definition of independence above, and the materiality thresholds set, the following directors are not considered to be independent:

Name	Position	MEXIMULAR nen-aomphance
Nicholas Mather	Executive Director	Mr Mather is employed by the Company in an executive capacity
Brian Moller	Non- Executive Director	Mr Moiles is a principle of a material profes- síona) advisor to the Company

During the reporting period:

In accordance with the Council's definition of independence above, and the materiality thresholds set, Messrs Reynolds and Mascolo were considered to be independent throughout the reporting period. However, in addition to Messrs Mather and Moffer noted above, the directors listed in Table 6 were not considered to be independent throughout the reporting period.

Of the six board members in total, Messrs Rawlings, Mather, Levy and Moller were not considered to be independent throughout the period when applying the Council's definition in independence. Therefore the majority of the board were not independent during the year ended 30 June 2004. D'Aquilar Gold Ltd considers industry experience and specific expertise, as well as general corporate experience, to be important attributes of its board members. The directors noted above have been appointed to the board of D'Aquilar Gold Ltd due to their considerable industry and corporate experience.

There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company's expense.

The term in office held by each director in office at the date of this report is as follows:

Name www.	Term in office
Christopher	1 year, 4 months
Rawlings
Nicholas	3 years, 11 months
Mather
lan Levy	1 year, 7 months
Brian Moller	2 years, 1 month
Damien	2 years, 1 month
Reynolds
Vincent	1 year, 7 months
Mascolo

Table 6: Directors not considered to be independent during reporting period

		Name Position Position Region for Section Construction Construction Construction Position Position Construction
Christopher Management Rawlings Contract Contract Contract Contract . TERRITORIAL SUBSIDIARIA DE LA PRODUCTIVA DE LA PRODUCTIVA DE LA PRODUCTIVA DE LA PRODUCTIVA DE	Chairman, Non- Executive Director	Dr Rawlings was, until his resignation on 30 June 2004, a non-executive director of Gympie- Gold Ltd, a substantial shareholder of D'Aquilar Gold Eld.
Earthcard Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract C and a series and a series of the	Non-Executive Director	Mr Levy was, until his resignation on 30 June. 2004, an executive officer of Gympie Gold Ltd, a substantial shareholder of D'Aquilar Gold Ltd

Remuneration and Nomination Committee

ecommendations 9.2 and 2.4 $\prod$ require fisted entities to establish remuneration and nomination committees. During the year ended 30 June 2004, D'Aquilar Gold Ltd did not have separately established remuneration or nomination committees. The full Board carried out the functions of remuneration and nomination committees during the reporting period. Subsequent to 30 June 2004, the board has established a Remuneration and Nomination Committee, which will meet at least annually to:

• » Discharge the Board's responsibilities in relation to remuneration of the Company's executives, and

• Determine the state of director nominees for election to the Board, to identify and recommend candidates to fill casual vacancies.

The Remuneration and Nomination Committee comprises all five non-executive directors.

Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the

entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit and Risk Management Committee.

GUILAR

The Committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. All members of the audit committee are non-executive directors.

The members of the Audit and Risk Management Committee at the date of this report are:

• * Vincent Mascolo
• Brian Moller
• BE Damien Reynolds.

While Messrs Moller and Reynolds where members of the committee during the reporting period, Mr Mascolo. was appointed since 30 June 2004. Recommendation 4.3 requires that the composition of audit committees comprise a majority of independent directors and that the committee have

at least three members. During the year ended 30 June 2004, D'Aquilar Gold Ltd did not satisfy these requirements, due to having only two members and one of those members, Mr Moller, was not considered to be independent when applying the Council's definition in independence.

For additional details of directors' attendance at Audit and Risk Management Committee meetings and to review the qualifications of the members of the Audit and Risk Management Committee, please refer to the Directors' Report.

Performance

The Remuneration and Nominations Committee considers remuneration and nomination issues annually and otherwise as required in conjunction with the regular meetings of the Board.

The performance of the board is reviewed annually and otherwise as required in conjunction with the regular meetings of the Board by the Chairman against both measurable and qualitative indicators. The performance criterial

against which directors and executives are assessed is aligned with the financial and non-financial objectives of D'Aquilar Gold Limited.

Remuneration

It is the Company's objective to provide maximum stakeholder benefit from the retention of a high quality board and executive team by remunerating director and key executives fairly and appropriately with reference to relevant and employment market conditions. To assist in achieving this objective, the Boardlinks the nature and amount of executive director's and officer's emoluments to the company's financial and operations performance. The expected outcomes of the remuneration structure are:

• Retention and Motivation of key executives
• * Attraction of quality management to the Company
• Performance incentives which allow executives to share the rewards of the success of D'Aguilar Gold Limited.

For details on the amount of remuneration and all monetary and non-monetary components for each of the five highest paid (non-director) executives during the year, and for all directors, please refer to the Directors' Report and also to Note 19 to the Financial Statements. In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the board, having regard to the overall performance of D'Aguilar Gold Limited and the performance of the individual during the period.

There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors.

The Board is responsible for determining and reviewing compensation arrangements for the directors themselves, subject to the Company's constitution and prior shareholder approvals, and the executive team. As noted above, the Board has established a Remuneration and Nomination Committee.

. . . . . . . . . . . . . . . . . . . .

Commercial Commercial

Service Company

nggungungungungun

......................................

Financial Statements

a sa mga mga sa

Statements of Financial Performance for the year ended 30 June 2004

		Economic Entity		Parent Entity
		2004	2003	2004	2003
		\$	s	S.	\$
Revenue train Cromary Activities
(gerating revenue ) (gerating interest received.	2	115,545	1.850		1.850 13.586
Proceeds from sale of non-crittent assets		2.500	13.641	115,507 2.500
Gan or debt fargweness			3.860.273		3.860.273
TOTAL REVENUE FROM
ORDINARY ACTIVITIES		118,045	3,875,764	118,007	3,875,709
Expenses from Ordinary Activities
Воможно созгехрелова	2	(113, 319)	(8,298)	(113, 319)	(8,088)
Employee benefits expenses		(247, 764)	(229, 671)	(247, 764)	(229, 671)
Deptechation and orientable of experi-	2	(142, 775)	(417.881)	(142, 775)	(417, 881)
Sile Restoration expertses	2		(600, 000)		(600,000)
1908 obstatt minim		(21.335)	(126, 414)	(21, 181)	(111.490)
Administrated and consultant experise		(405.571)	(232, 232)	(402.793)	(203,019)
Other expenses floro ordinary activities.		(15, 493)	(236, 294)	(26, 525)	(240, 688)
TOTAL EXPENSES FROM ORDINARY ACTIVITIES		(946, 257)	(1,850,790)	(955.357)	(1,810,837)
PROFIT/(LOSS) FROM ORDINARY		(828, 212)	2,024,974	(837, 350)	2,064,872
ACTIVITIES BEFORE INCOME TAX EXPENSE Income tax expense relating to ordinary activities. The	3
Net profit/(loss) aftributable to members of
Desgrifar Sölenitt		- 1977 - 1981 - 1982 - 1983 - 1984 - 1985 - 1986 - 1987 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 198 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988	2.625.916	(257,551)	2084.872
TOTAL CHANGE IN EQUITY OTHER THAN THOSE RESULTING FROM TRANSACTION WITH OWNERS AS OWNERS	18	(828, 212)	2,024,974	(837, 350)	2,064,872
		Barbamour	Cents
Basic Earnings Per Scare	23	(0.0161)	12.51
The alove Statements of Firencial Performance straidd be read in convenction with the accompanying nates. The company in the control of the straight of the straight of the straight of the straight of the straight of the st
- - - Andrew Martin Martin Barnett (f. 1878)					.
________		.
mar an ---------------------------------------					.
Albanya (Albanya Albanya) a Manazarta (Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya (Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Albanya Alba

Tanzania (h. 1878).

G-OI.

Statements of Financial Position for the year ended 30 June 2004

.......................................

		Economic Entity			Parent Entity Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contrac
	min	2004 \$	2003 s	2004 ŝ	2003 s
United Assets
330 25525	4	2,116,209	8.812	2,116,209	5,371
Receptives	5	71.769	37.620	53,569	16.515
Officer 233845	6	36.882	226,116	36.882	226,116
Total Current Assets		2,224,666	272.548	2,206,660	248,902
Autroprent Assets
Oker humatik atzert	7	453,312	451,187	453,312	451,187
Recentoras	8			244,383	32,949
Investments in subsidiaries	9			79,467	79,467
tingery plan and engineem	10	191,495	220,953	191,495	220,953
Exploration hapenships	11	2,513,849	64,298	2,238,251
Alexandria (Alexandria Alexandria (Alexandria Alexandria Alexandria Alexandria Alexandria Alexandria Alexandria Ohlet		6,464		6.464
Total Non-Current Assets		3,165,120	786.436	3,213,372	- 764 356
TOTAL ASSETS		5,389,980	1,008,986	5,420,032	1,032,558
torransko nes
Paradies	12	292,173	289,726	291,465	282,106
Boroways	13	14,606	19,817	14,606	18,133
Pauvatas	14	12.688		12.688
Total Current Liabilities		319.467	309,5400	318.789	3801230
Non-current Liabilities
Harroy Rys	15	52.649	7,022	52,649
Purasions -	16	1.300.000	1,300,000	1.300.000	1.300.000
Total Non-Current Lizabilities		1052,649	1,307.022	1,352,649 1,380,000
TOTAL LIABILITIES		1,672,116	1,616,565	1,671,408	1,600,239
NET ASSETS		3,717,864	(607, 579)	3,748,624	(567, 681)
Equity
Omamas equiv	17	6,225,586	1,071,931	6,225,586	1,071,931
Acceptated losses in	18	(2,507,722)	(1,679,510)	(2,476,962)	(1,639,612)
TOTAL EQUITY		3,717,864	(607, 579)	3,748,624	(567, 681)

The above Statements of Pharcoal Position shocks be read in conjunction with the accompanying notes.

Statements of Cash Flows for the year ended 30 June 2004

$\mathcal{L}_{\mathcal{M}}$ . The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract

. . . . . . . . . . . . . . . . . . . .

	Parent Entity Economic Entity .
	haru	2004	2003	2004	2003
		Ś Inflows/(Outflows)	s Inflows/(Outflows)	\$ Inflows/(Outflows)	Inflows/(Outflows)
Cash Flows from Operating Activities
Receipts from customers.			1.850		1.850
Payments to suppliers and employees (inclu- sive of goods and services tax)		(812, 280)	(859, 522)	(809, 970)	(822, 673)
Interest zedesved.		115.545	13.641	115.507	13.586
GOT REARING IN THE TEAM		130.542	56.208	130.161	51,402
interest and other costs of analice paid		(121, 466)	(8.298)	(121.466)	(8.088)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES	24( d )	(687, 659)	(796, 121)	(685, 768)	(763, 923)
Cash Flows From Investing Activities
Security deposit (payments) / religios		(2,125)	93.674	(2,125)	93.674
Probeeds from sale of property, plant and squipment	24 (a)	2.500		2.500
Pavinents for procesty, plant and equipment		(52.873)	(4.535)	(52.873)	(4.535)
Exploration and evaluation expenditure with the		(1,086,863)		(875, 563)
thans to subsidiaries. The main Maria Maria Alemania (h. 1878).				(211, 434)	(32.949)
toans to associated equities. NET CASH OUTFLOW FROM			(7.261)		(1, 137)
INVESTING ACTIVITIES		(1, 139, 361)	81,878	(1, 139, 495)	55,053
Cash Flows From Financing Activities
Proceeds from issue of securities		4,286,560	783,024	4,286,560	783,024
Capital raising expenses. The man		(332.326)		(332.326)
Pwceeda kom bornwings - Timmu Repayment of borowings and community and	24(a)				(86.154)
NET CASH INFLOW/(OUTFLOW)			(79.024)
FROM FINANCING ACTIVITIES		3,954,234	704,000	3,954,234	696,870
NET INCREASE/(DECREASE) IN CASH HELD		2,127,214	(10, 243)	2,128,971	(12,000)
Cast at the beginning of the financial year.		(11,005)	(762)	(12, 762)	(762)
CASH AT THE END OF THE FINANCIAL YEAR	24( c )	2,116,209	(11,005)	2,116,209	(12, 762)

The above Statements of Cash Flows virond be read in conjunction with the accompanying notes. www.^com

. . . . . . . . . . . . . . . . . . . . an an an Dùbha

Note 1: Summary of Significant Accounting Policies

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001

The financial report has been prepared on an accruais basis and is based on the historical cost convention of accounting and does not purport to show current values or, except where stated, current valuations of non-ourrent assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated

The financial report covers the Economic Entity of D'Aguilar Gold Ltd and controlled entities, and D'Aguilar Gold Ltd as an individual Parant Entity. D'Aquitar Gold Etd is a public company, incorporated and dominited in Australia.

The financial statements have been prepared on a going concern basis which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Economic Entity to continue to adopt the going concern assumption will depend on a number of issues including. The successful raising, in the future, of recessary funding, sales of product and the support of creditors

No adjustments have been made to the carrying value of assets or recorded amount of fiabilities should the Company's plans not eventuale

(a) Principles of Consolidation (Consolidation)

A controlled entity is any entity controlled by the Company. Control exists where the Company has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with the Company to achieve the objectives of the Company. A list of controlled entities is contained in Note 21 to the financial statements. All intercompany balances and transactions between entities in the Economic Entity, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered or left the Economic Entity during the year, their operating results have been included from the date control was obtained or until the date control ceased.

(b) Exploration and Evaluation Expenditure

Exploration, evaluation and development expenditure inquired is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economicality recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the ateans made

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reperves

A requiar review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Employees Benefits Employees w.

(i) Salaries, Wages, Annual Leave and Long Service Leave

Liabilities for salaries, wages and annual leave are recognised, and are measured as the amount unpaid at the reporting date at amounts expected to be paid when the liability is settled plus on-costs. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

1989 - Johann Stoff, fransk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk fo . . . . . . . . . . . . . . . . . . .

Note 1: Summary of Significant Accounting Policies (continued)

(ii) Superannuation

The Company contributes to employee superarmiation funds which are charged as expenses when incurred. The Company contributions to the lunds are in accordance with employees' contracts of employment and relevant feqisiation

1989 - Andrea Brasil, president amerikan bizi da bizi da bizi da bizi da bizi da bizi da bizi da bizi da bizi

(d) Property, Plant and Equipment Communication of the Communication of the Communication of the Communication

Property, plant and equipment are brought to account on the cost basis, less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated over their useful life to the Company commencing from the time the asset is held ready for use. Properties held for investment purposes are not subject to depreciation. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful life of the improvements. The manuscription

The depreciation rates used for each class of assets are: "William to

Class of Fixed Assets	Depreciation Rate
Freehold Building The Trees	2.5% Preme Cost
Plant and Equipment	10% - 35% Diminishing Value Committee Committee Committee Committee Committee
She infastructure and a	10% - 25% Prime Cost
Leased Plant and Equipment	20% - 33% Parte Cost - The Cost of the Cost of the Cost of the Cost of the Cost of the Cost of the Cost of the
Computers and Office Equipment	33% Prime Cost (2008)
Burnisher and Litterse Community	Carl Driver Carl Barrows

The gain or loss on disposal of all fixed assets, including revalued assets, is determining as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, and is included in the profit from ordinary activities before income tax of the Company in the year of disposal. Any realised revaluation increment relating to the disposed asset which is encluded in the asset revaluation reserve is transferred to retained earnings at the time of disposal.

1989 - Andrea Stadtgermann, mars ann an t-Amhain ann an t-Amhain an t-Amhain an t-Amhain an t-Amhain an t-Amh (e) Income Tax All Accounts Tax The Contract of Tax 1999

The economic entity adopts the hability method of tax-effect accounting whereby the income tax expense is based on the profil from ordinary addivities adjusted for any permanent differences. The contribution of the contribution

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deterred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable. The manufacturer

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legistation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

Note 1: Summary of Significant Accounting Policies (continued)

Investmears

m

investments are brought to account on the costs basis. The carrying amount of investments is reviewed annually by directors to ensure if is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the shares' current market value or the underlying net assets in the particular entities. The expected net cash flow from investments have not been discounted to their present value in determining the recoverable amounts, except where stated

(g) Comparative Figures

Where required by Accounting Standards comparative figures have been sujusted to conform with changes in presentation for the cunant financial veat.

(h) Goods & Services Tax

All receivables and payables in the Statement of Financial Position are stated inclusive of applicable GST. The net amount of GST receivable from or payable to the Australian Taxation Office at balance date is included in either current assets or current liabilities, as appropriate, in the Statement of Financial Rosition. All other items in the Statement of Financial Position are stated exclusive of GST All elements in the Slatement of Financial Performance are stated excitibilize of GST.

M Restoration. Rehabilitation and Environmental Expenditure

Oosts of site restration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with clauses of mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Estimates of future costs are reassessed at least annually. Changes in estimates relating to areas of interest in the exploration and evaluation phase are dealt with retrospectively, with any amounts that would have been written off or provided against under the accounting policy for exploration and evaluation immediately written off.

Ŵ Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs. The cost of mining stocks includes direct material, direct fabour, transportation costs and variable and fixed overhead costs relating to mining activities. The transit

(k) Revenue

interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting. The co-

All revenue is stated net of the amount of goods and services tax (GST).

4 163365

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of the leased property, without transferring the legal ownership, and operating leases under which the lessor effectively retains substantially all the risks and benefits.

Where assets are acquired by means of finance feases, the present value of manmum lease payments is established as an asset at the beginning of the lease term and amortised on a straight line basis over the expected economic life. A corresponding liability is after established and each lease payment is allocated between such liability and interest expense. Operating lease payments are charged to expense on a basis which is representative of the pattern of benefits derived from the leased property.

Note 2: Profit/(Loss) From Ordinary Activities

Profit/(loss) from ordinary activities before income tax expense has been determined after the control of the control of

	Economic Entity		Parent Enlity
	2004	2003	2004	2003
. Revenue
histest Received	115,545	13,641	115,507	13,586
Expenses
Movements in Provisions.	.
Depreciation of Property, Plant & Equatorient	142.775	417,881	142.775	417,881
SHE REELIARDA MARINING SHE RANGE AND A SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHELL AND SHE		600.000		600.000
Воточно сом ехреден отет отраздала	1.483	8.298	1.483	8,298
Вентинар созгналельн - directors -	68.696		68.696
Burrowing cost expense - director related entities	43.140		43.140
Retinneration to Auditors (1999)
a shi ne shekara ta 1999 a shekara ta 1999 a shekara ta 1999 a shekara ta 1999 a shekara ta 1999 a shekara t	15.500	31.305	15.500	31.305
.	2.440	6.000	2.440	6.000

Note 3: Income Tax and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the con

The prima facie income fax on the loss from ordinary addivities is reconciled to the income fax provided in the financial statements as follows in the company of the property of the contract of the contract of the contract of the contract of the

an an an an a

1999 - James James, Amerikaansk politiker (	Economic Entry Tanggundung K		Parent Entity
_________	2004	2003	2004	2003
The prints facie income tax benefit (20%) (2003 BO%) on toss from ordenary extenties before income tax and	(248.463)	607.492	(251.205)	619.462
Tax effect of permanent differences.	7.267	(1.136.741)	7.221	(1, 136, 741)
Other hots abut when the first mil-		180.000		180.000
Fuene income is cenetitied trought to account	241.196	349.249	243.984	337.279
ININHME TAX EXPENSE

No provision for income tax is required by the Economic Entity for the year. The manufacture of the state of the

The foluse income tax benefit arising from the preceding tiems will only be obtained if the control of the control of

(a) the Economic Entity continues to comply with the relevant provisions of the income tax legislation;

(b) it earns sufficient assessable income to enable benefits to be realised; and

(c) there are no changes in tax legislation adversely affecting the Economic Entity in realising the benefits Accordingly, the Directors balleva it is prodent that the future income tax benefit described above not be brought to account until the Economic Entity generates future income streams

1919 - Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Joh

There are no franking credits available to shareholders of the Parent Entity.

Albanya Manazarta San

Notes to the Financial Statements for the year ended 30 June 2004

ana ana ana ²

$\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{$	. Economic Entry		Parent Entity
_________	2004	2003	2004	2003
Cash on trand and at bank. .	107.774	8.812	107.774	5.371
a di mana da da da da da da da da da da da da da dash on deposit	2.008.435		2.008.435
	2,116,209	8.812	2,116,209	5.371

Receivables (Current) Note 52

Albanya di San Anggota (Bandari San Anggota (Bandari San Anggota (Bandari San Anggota (Bandari San Anggota (B managanan ka	Economic Entity		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Earcaldemina EXVIIIIIIIIIIIIIII
		2003	1004	2003
Albanya di Kabupatén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén Bandarén B
- Bundry debtails - The Commission of the Commission of the Commission	12.556	-322	12.556
	41.013	15.298	41.013
Security deposit with a manufacturer of the second security of the second second second second second second second second second second second second second second second second second second second second second second s	18.200	15.000
	71.769

Note 6: Other Assets

1989 - Johann John Stein, markin fan de Amerikaansk ferskearre oan it ferskearre fan de Fryske komme fan de f		Economic Entity And Acceptance Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Control Contro		Parent Entity
	2004	2003	2004	2003
Proprients - gentle - - - - - - - - - - - - - - - - - - -	36.882		36.882
Prepayment (IPC) costs charged against equity). The manufacturer		226.116		226.116
		226,116	36.882	226.116

Note 7: Other Financial Assets

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	,,,,,,,,,,,,,,,,,,,,,,, Economic Entity		Parent Entity 3370000337
	2004	2003	2004	2003
Cash on deposit theid as seconty for bank guarantee for SECURITY DESCRIPTION	316.125	314.000	316.125	314.000
Served tokets	137.187	137.187	137.187	137.187
	453.312	451.187	453.312	451.187

Note 8: Receivables (Non-current)

Albanya da San A ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Economic Effaty STRONG CONTRACT www.grammann.com.com/		THE COMMITMENT OF CONSUMING THE COMMITMENT OF CONSUMING THE COMMITMENT OF CONSUMING THE CONSUMING T ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Farence nife
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ********* ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	2004	ana	2004	2003
Aldun in Australian Resources Management	-		165.194
Management (1999) – Antonio Antonio (1999) – Antonio (1999) – Antonio (1999) – Antonio (1999) – Antonio (199 Nazhoù nive			79.189	.53(

Note 4. Cash Assets

and the company of the contract of the company of the contract of the company of the contract of the contract of

Note 9: Investment in Subsidiaries

an an Dùbha

1999 - Jan Barnett, Amerikaansk politiker ( .	wasautumumi k	Economic Entity Excession Contract 1999	Parent Entity
		2003	2004	2003
ARRIVATOR CONTINUES IN A SERVICE OF A SERVICE OF A SERVICE OF A SERVICE OF A SERVICE OF A SERVICE OF A SERVICE
ABOR CONTINUES IN 1889			79.467	79.467
- unlisted at cost (See Note 21) more company were assessed

Note 10: Property, Plant and Equipment

	.	Economic Entity And Account Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Cont		Parent Entity Committee Parent Entity
	2004 S.	2003 ¢	2004 \$	2003 Ś.
Freehold Sullum
At 0031 WWW.	54,535	54,535	54,535	54.535
Actualistical depreciation in the manufacture and manufacture	(12, 699)	(11, 335)	(12, 699)	(11, 335)
	41,836	43,200	41,836	43,200
Frant and Equipment At oost	1,993,359	1,983,999	1,942,742	1,933,382
Accuraciated degreciation	(1, 917, 932)	(1,843,996)	(1,867,315)	(1,793,379)
	75,427	140,003	75,427	140,003
Sile Infrastructure
Al vost Acturaciated decredation	2,443,532 (2,443,532)	2,443,532 (2,405,782)	2,443,532 (2,443,532)	2,443,532 (2,405,782)
		37,750		37,750
Leased Plant & Equipment
Al DOSI	81,469		81,469
Accumulated depressidovini	(13, 136)		(13, 136)
	68,333	÷	68,333
Computers and Office Equipment
At vost	5.850		5,850
Accumulated depreciation (	(784)		(784)
	5,066		5,066
Functions and Exhibits
At vost and a series of the	953		953
Accumulated depredation	(120)	÷.	(120)
	833		833
NET BOOK VALUE	191,495	220,953	191,495	220,953

1999 - Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Joh

Note 10: Property, Plant and Equipment (continued)

(a) Movements in carrying amounts

Management av Stadt fra 1989 og det for de formale og det for de formale og det for de formale og det for de Parent Entry	Freemor Building	MARINE DE LA BIGUE Equipment	Sitz from stupture	MERRITY ieane. Equipment	Residentens Z Gilba Equipment	smildre k Fittings	m IIIIIIIIIIIIII
Balance at the beginning of the year.	43.200	140.003	37.750				220.953
Additions and the state of	-	32.021		81.469	5.850	953	120.293
DESCRIPTION		(6.976)					(6,976)
Detrouton ixprises WANA KATIFA WA TAN	(1.364)	(89.621)	(37.750)	(13.136)	(784)	120)	(142, 775)
Carrying amount at the end of the year	41.836	75,427	Tanzania (h. 1888).	68,333	5.066	833	191,495

Exploration Expenditure Note 11:

Exploration and Evaluation Expenditure

,,,,,,,,,,,,,,,,, www.www.com	Economic Entity	,,,,,,,,,,,,,,,,,,,,,,,	Parenticitity
	2004	mr	2004	WOK.
The state account for actor in computers of most of the successfully the event as a statushot cross-	2.513.849	64.298	.238.251

Note 12: Payables (Current)

	Economic Entry		Parent Entity
---------------------------------------	'AN	2003	2004	2003
r and their Creatures - and automobil		289.726	.465 99	06 282

Note 13: Borrowings (Current)

gang pagkanan di kacamatan ing Pangalan di Kabupaten Bandaran di Kabupaten Bandaran di Kabupaten Bandaran di	eneen	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Economic Entity TERTA MENDELL mmm		STATISTICS	Bargamentist
			2004	2003	2004	2003
Bark (Nething)				19.817		13.
Leate Listings			14.606		14.606
			14.606	19,817	14,606	18,133
a se a componente a componente de la componente de la construcción de la construcción de la construcción de la	The Constitution of the Constitution		_________

Note 14: Provisions (Current)

1989 - Andrea Stadtwerk, Amerikaansk politiker (		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	.688		688

As at 30 June 2004, the consolidated entity employed three full-time employees plus a further eight part-fime and casual staff (2003) 1 full-fire employee)

Alexandria de Alexandria de Alexandria de Alexandria de Alexandria de Alexandria de Alexandria de Alexandria

Note 15: Borrowings (Non-current) and the control of the control of the control of the control of the control of

	Economic entry	www.com.com.com.com.com	Parent Saidy	Martin Martin Star ( 88888888888888881111111111111111111111
---------------------------------------	2004	2003	2004	2003
Lease 1920 Avy	52,649		52,649
Loan + Western Pacific Gold Inc.		7.022
	52,649	7,022	52.649
a sa mga bangayan ng mga mga mga mga mga mga mga mga mga mg
Note 16. Provisions a construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the	.
Economic Entity 12.000.000.000.000.000.000.000			Parent Entity	TIMON NA PANGKUNING PANGKUNING PANGKUNING PANGKUNING PANGKUNING PANGKUNING PANGKUNING PANGKUNING PANGKUNING P
	2004	2003	2004	2003
_________
Side as based a	1.300.000	1.300.000	1.300.000	1,300,000
OPENING BALANCE	1,300,000	700.000	1,300,000	700,000

In relation to this Bability, the Company has the benefit of an indemnity from Maxe-tec Australia Limited in respect of certain liabilities. In addition the Company has secured performance bonds to the value of \$1,300,000. Further information regarding these contingent assets can be found in Note 26(a).

1,300,000

600,000

1,300,000

1,300,000

600,000

1,300,000

Note 17: Contributed Equity

CLOSING BALANCE

Provision recognised defing the financial year with

(a) Issued and paid up capital

.	Economic Entry	SUVILVIO	Paremi soldy
	2004	2003	2004	2003
Eatonce 1:36ly 2003	1.071.931	209.440	1.071.931	209.440
2000 - An Dùbhlachd an Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan An Dùbhan Characterian -	5.636,560	862.491	5.636.560	862.491
COSS OF REAL PROPERTY. STORY OF BUILDING	(482.905)		(482.905)
PAID UP CAPITAL 30 JUNE 2004	6.225.586	1,071,931	6,225,586	1,071,931

Contributed Equity (continued) Note 17:

	e ma	2004	2003
	Number of Shares		Number of Shares	s
Balance 1 July 2003	29,812,039	1,071,931	3.200	209,440
Shares Issued During Year Management of the Shares Issued
Seed capital and construction of the second service of the second service of the service of the service of the			17,825,000	783,000
Consideration for 100% of the issued capital of the third of the state of the state of the state of the state of			1,986,989	79,480
Operationation for 100% of the issued capital of Australian Resources Management (ARM) Pty Ltd			50	10
Pre seed capital raising idsuk of shares to Viestern Pacific Gold Inc.			9,996,800
On 8 August 2003, 20 000 900 felly used ordinary shares and contact the con- tsoued as a result of the initial public offering and an analysis of the contract of	20.000.000	4,000,000
Costs associated with the liathal plablic oftening in the manuscript		(460, 964)
Shares issued to Gympie Gold Ltd for consideration for an annual mining tenaments	7,500,000	1,350,000
the 29 December 2003 and 31 December 2003 a total of 28 656 000 gotors (80.20 @) 31-Dec-05) (ssued for \$0.01 each		286.560
Obsts associated with the option issue		(21, 941)
BALANCE 30 JUNE 2004	57,312,039	6,225,586	29,812,039	1,071,931

Ordinary shares participate in dividends and the proceeds on winding ap of the Farent Entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote whema poll is called, otherwise each shareholder has one vote on a chow of hands

(b) Share Options

(c) Directors' and Executive Officers' Option Plan

The Company has established the Directors' and Executive Officers' Option Plan (the "Plan"). Board members and other executive officers selected by the Board are entitled to participate in the Plan. The exercise price of the options to be issued shall be set at a price to be determined by the Board, but not less than a premium of 10% to the prevaling average market price of the sharas in the Company on the ASX at the time of issue. A maximum number of options equal to 5% of the capital at the time may be issued under the Plan. When issued, the shares carry full dividend and voting rights, At the balance date, no options have been issued under the Directors' and Executive Officers' Option Plan......

(d) Employee Share Option Plan

The Company has established the D'Aguilar Employee Share Option Plan ("ESOP") to assist in the retention and motivation of employees by providing them with the opportunity to acquire shares. Any employees selected by the Board are entitled to participate

In the ESOP. The exercise price of the options to be issued shall be set at a price to be determined by the Board, but not less than a premium of TD% to the prevailing average market price of the shares in the Company on the ASX at the time of issue. A maximum number of options equal to 5% of the capital at the time may be issued under the Ptan. When issued, the shares carry full dividend and voting rights. At the balance date, no options have been issued under the ESOP

Note 18: Accumulated Losses

	ECONOMIC ENTIRE		Parent Entity
1999 - Johann Harry, maritan maritan a	2004	2003	2004	2003
Accumulated instancements in the interiors of the control of the control of the control of 19 Agoliar Ltd at beginning of the Grandial year. The minimum	(1.679.510)	(3.704.484)	(1.639.612)	(3,704,484)
Operating Protitationsed) after involvie tax in the manufacturer	(828.212)	2.024.974	(837.350)	2.064.872
ACCUMULATED LOSSES ATTRIBUTABLE TO MEMBERS OF D'AGUILAR GOLD LTD AT THE END OF THE FINANCIAL YEAR	(2,507,722)	(1.679.510)	(2.476.962)	(1,639,612)

Note 19: Director And Executive Disclosures

(a) Details of Specified Directors and Specified Executives

(i) Specified directors Specifical Specified		m	Specified executives	________
Christopher Rawlings	Славтая (полнехесцімет	Ren Cumeen		Exploration Manager (1999) and the second second second second second second second second second second second second second second second second second second second second second second second second second second secon
Nicholas Mather III	Markynn Diector		Duxon Carish	Company Secretary and The Company Secretary and
Ian Levy Million Communication	Биестон (пот-ехестике).			Financial Controller (Communication of Controller
Brandsster million	Director (non-executive)			and the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second
Damen Reynolds	Director (non-executive)
Vincent Maaccio	Tuiscici inco executive)			the company of the company of the company of the company of the company of the company of

(b) Remuneration of Specified Birectors and Specified Executives

(i) Remuneration Policy Contract Committee Contract Contract Committee Contract Contract Committee Contract Co

The Remuneration and Nomination Committee of the Board of Directors is responsible for determining the reviewing compensation arrangements. for the directors and the executive team. The Renumeration and Nomination Committee assesses the appropriateness of the nature and amount of emotuments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and fringe benefits. It is intended that the manner of payments chosen will be optimal for the rediplent without creating undue cost for the Company Company

To assist is achieving these objectives, the Board links the nature and amount of directors', executives and officers empluments to the company's financial performance. All directors and executives have the opportunity to qualify for participation in the Directors' and Executive Officers' Option Plan, subject to the approval of Shareholders. All employees have the opportunity to qualify for participation in the D'Aguilar Employee Share Option Plan intended to provide incentives, at the Board's discretion, based on individual key performance indicators ("KPI's") being met and other exploration and/or operational criteria.

In addition the exploration manager is entitled to: with the company of the control of

• (a) the grant of up to 2,000,000 options pursuant to the ESOP over a three year term (1) (1)
• a bonus capped at a maximum of \$300,000 per annum payable upon the achievement of exploration discovery of a JORC (DC resource status

Director and Executive Disclosures (continued) Note 19:

All non-executive directors have contracts of employment in intern

It is the Board's policy that employment agreements are entered into with all executive directors, executives and employees. The current employment agraements with the Managing Diractor and the Company Secretary flave three month notice periods. All other employment agreements have one month (or less) notice periods. No current employment contracts contain early termination cialiseam

(ii) Remuneration of Specified Directors and Specified Executives

				Primary Post-Employment		Equity
	Salary & Fees	Cash Bonus	Non-cash benefits	Superan- nuation	Retirement benefits	Options	Other	Total IIIIIIIIIIII
Specified Directors
Christopher Rawlings
2004 - 2005 - 2006	36,697			3,303	ä,			40.000
2033	4,045			364				4,409
Mcholas Mather
2004 - 2002 - 2	175,000		÷	L,	i.		L,	175,000
233300000000000000000000000000000000000	92,215							92,215
lân Levy
233	30,000							30,000
2003 - 2005 - 2006 - 2006 - 2006 - 2006 - 2006 - 2006 - 2007 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008	11,429							11,429
Brian Moller								1100000000000000000000000000000000000
2004.	30,000							30,000
2503.	27,500							27,500
Damien Reynolds								Manasan Ma
2004	30,000			L.	÷			30.000
203000000000000000000000000000000000000	27,500							27,500
Vincent Mascolo
2014	30,000		$\overline{a}$	$\overline{a}$	$\overline{a}$		$\overline{a}$	30,000
2003.	27,500							27,500
Total Remuneration: Specified Directors
2004	331,697			3,303	Е			335,000
2003	190,189			364				190,553
Specified Executives
Ron Cunneen
2004 Duncan Confish	83,804			7,542			a construction de la companyation de la companyation de la companyation de la companyation de la companyation d	91,346
2004 Total Remuneration: Specified Executives And All Andrew Property Control	87,200		$\overline{a}$					87,200
2004	171,004			7,542				a a shekara
		٠						178,546

Note 19: Director and Executive Disclosures (continued) and a continuing continuing the control of the continuing of

(c) Remuneration options: Granted and vested during the year manufacturer and contact the contact of

During the year no options were granted as equity compensation benefits to specified directors or executives.

(d) Shares issued on exercise of remuneration options

There have been no aptions granted as remuneration options during the year or in previous years. Therefore, no remuneration options were exercised during the year.

(e) Option holdings of specified directors and specified executives

(Uniisted) options (\$0.20 @ 31/10/85)

________	Balanse 1 July 2803	Granted as Remuneration	On Exercise Alephone	RELEATING our	Balance 30 June 2024
Specified Directors		,
Obristopler Rawings (1999) (1999) (1999)
NEWMER MATSHIP PRODUCTION CONTINUES.	1,730,770				1,730,770
Tan Levy and Committee Committee Committee Committee
Brian Bacher www.www.www.www.www.
Damen Reynold's	1,384,615				1.384.615
Vincent Mascolo and Communications	1,384,615				1,384,615
SUFFICIER COLLINGS
Robinson Marson
Duncan Cornish Committee Committee Committee
TOTAL www. ,,,,,,,,,,,,,,,,,	4,500,000				4,500,000

Options (\$0.20 @ 31/3/06)

.	Balanse 1 July 2003	Granted as Remuneration	MANUEL DE SCALARSC of Options	neuspappe Ottar	Bellagge 38 June 2004
Specified Directors					,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 89
mana mana mana mana mana ma Constroner Rawlings ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,				694,969	694,969
Mondas Mather Communications				638.019	638.019
Taking the commission of the commission of the commission of the commission of the commission of the commission				332.469	332.469
Ersam Babiler and the community of the community of				544.969	544.969
Damen Reycolds				463.719	463,719
Vincent Mascom and Communications				655.522	655.522
Specified Executives
Ran Cantreen William Communication				232.470	232,470
Dificat Collect Control of Collection Collection				282.469	282,469
TOTAL www.ma				3,844,606	3,844,606

Director and Executive Disclosures (continued) Note 19:

(1) Shareholdings of specified directors and specified executive:

Shares held in D'Aguilar Gold Ltd ETERNER	OZNICI, 1-305/2888	Grangulas Remuneration	Girlicanise organis	Net Change otter	Bare MANDEZIEN
Specificial Directors
Christopher Rawlings Manufacturer (1997)	800,000			125.000	925,000
Mutapias Mataeri	650.000			161.100	811,100
tantery committee and the committee of ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	200.000				200.000
DER AN DER EINE EINE Brian Money	500,000			125,000	625,000
Gamen Reynolds	312,500			150.000	462,500
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Vincent Mascolo	1,311,044				1,311,044
Suecified Executives
Martin Maria (Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Marti Kit Cinceri
WARD CONTROL Outsett Control:	100.000				100,000
TOTAL	3,873,544			561,100	4,434,644

Loans to specified directors and specified executives m

There were no loans to specified directors or specified executives during the period.

(h) Other transactions to specified directors and specified executives

Other transactions with (specified) directors are set out in Note 19. There were no other transactions or balances with specified execu tives duling the period.

Note 20: Related Party Disclosures

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

a) Transactions with Directors and Director-Related Entires

• (i) D Aguitar Gord Ltd has an agreement with Samuel Capital Ltd, an entity associated with Nicholas Mather (a devotor), and Nicholas Mather for the provision of certain consultancy services. Samuel Capital will provide Nicholas Mather as the Managing Director of D'Aquilar Gold Ltd for a base fee of \$175,000 per annum, with provision for adjustment based on semi-annual review by the Board on the basis of a minimum 25 hours per week. These amounts are included in the Remuneration of Directors and Executives note (Note 19)
• (B) D'Aquilar Gold Ltd has an agreement with Samuel Capital Ltd, an entity associated with Nicholas Mather (a director) whereby Samuel Capital Ltd will provide administration and management services to the Company. Samuel Capital Ltd will also provide office facilities to the Company under a non-exclusive licence to occupy. Samuel Capital 1M will be reimbursed for the costs it incurs in providing these services plus a 19% margin, and in any event, not more than \$7,500 per month. Samuel Capital Ltd was paid \$90,000 for the provision of administration, management and diffice facilities to the Company during the year.
• (iii) Mr Brian Moller (a director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim were paid \$32,322 for the provision of legal services to the Company during the year (\$21,335 for general legal services plus \$10,967 for legal services relating to the Company's IPO - these costs were capitalised). The services were based on normal commentatierms and conditions

Note 20: Related Party Disclosures (continued)

(N) Samuel Capital Ltd, a entity associated with Nicholas Mather (a director), Vincent Mascufe (a director) and Damien Revnolds (a director) have entered into Performance Boarts for \$500,000, \$400,000 and \$400,000 respectively in relation to environmental liability of the Company. Under the terms of the Bonds, the Bondholders are entitled to an annual lee of 10% of the amount provided for under the Bond payable quarter in advance, interest on the Bonds of \$43,140, \$34,348 and \$34,348 respectively was paid or payable during the Deriod. With a structure of the contract of the contract of the contract of the contract of the contract of the

• (v) Samuel Capital Ltd. a entity associated with Nicholas Mather, Vincent Mascolo and Erian Moller each entered into sub-underwiding agreements in respect of the initial public offering of the Company on ordinary commercial terms. Fees of \$25,000, \$12,500 and 11 \$7,500 respectively were paid during the year, representing 5% of the amounts sub-underwritten by them.
• (b) Share and Option transactions of Directors and Director-Related Entities are shown in Note 19. Alexandria de la contrada de la contrada de la contrada de la contrada de la contrada de la contrada de la c

Note 21: Investment in Controlled Entities

Details of Controlled Entities and Controller and Controller and Controller and Controller

	राज्यसम्बद्धाः Country of	Class of		Cost of Parent Entity's Investment		Equate around
Name of Entity 1989 - Johann Stein, Amerikaansk fer	Incorporation	Shares	2004	2003	2004 ℁	2003 $\%$
Parent Entry		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,			.
D'Aquiar Gold Std. (1999) 1999	Australia
Controlled Entities:
Australian Resouzce Management (APM) Ply	Australia	Ordinary	10	10	100	100
Navaho Mining Phillip	Australia	Ordinary	79.457	79.457	100	100
			79,467	79,467

All controlled entities are directly controlled by D'Aquitar Gold Ltd.

Note 22: Segment Information

The Economic Entity operates predominantly in one business and geographical segment being in the mining industry in Australia No revenue from this activity has been earned to date as the Economic Entity is still in the exploration and evaluation stage.

Note 23 Earnings Per Share

the contract of the contract of the contract of the contract of the contract of the contract of the contract of 1970 - Johann Stein, Amerikaansk konst	Millianning Antonio de Carriero de Carriero de Carriero de Carriero de Carriero de Carriero de Carriero de Carriero de C	Economic Eatly Communication Communication		Parent Entity
1999 - Andrea Maria Andrew Maria Andrew Maria Andrew Maria Andrew Maria Andrew Maria Andrew Maria Andrew Mari the contract of the contract of the contract of the contract of the contract of	2004	2003	2004	2003
-32 1996 sarangs per stare manununggunggunggung $-66$ and $-314$ and $-$	(0.0161)	0.1251
B) It is considered that the potential ordinally strates are not dilutive due to the uperating profit and, therefore, no separate calculation has been made for diluted --------------------------------------- negative earnings per share. The manufacturer of the ---------------------------------------
10) Earnizign used in the calculation of earnings par --------------------------------------- RANGE AND ADDRESS	(828.212)	2.024.974
Weighted Average nominer chordinary shares used in VIII. the catastation of basic earnings per share.	51.579.162	16.185.006

. . . . . . . . . . . . . . . . . . . .

in contraction of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the compa Notes to the Financial Statements for the year ended 30 June 2004

Note 24: Cash Flows Information

(a) Fixed Assets acquired by finance leases During the financial year, the Economic Entity acquired plant and equipment with the aggregate tair value of \$81,479 (2003: nil) by means of finance tease agreements. These acquisitions are not reflected in the Statement of Cash Flows.

(b) Assets acquired by non-cash transactions and containing the contact of the contact of

During the financial year, the Economic Entity acquired mining tenements by the issue of 7,500,000 ordinary shares with a value of \$1,350,000. Managaran Barat Ing Pa

Reconciliation of Cash $\omega$

For the purposes of the Statements of Cash flows, cash includes cash on hand, cash at bank and bank overdraft.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, gandha a	1999 - Johann Stein, Amerikaansk filozof fan it Stein Frankrik (d. 1989)	Economic Entity Committee Committee Committee Committee Committee Committee Committee Committee Committee Committee		Parent Entity
	2004	2003	2004	2003
Cash on trand and at park 1999 - Antonio Antonio Antonio Antonio Antonio Antonio Ant	107.774	8.812	07.774	5.37
1999 - Andrea Maria Maria Andrea Maria Andrea Maria Andrea Maria Andrea Maria Andrea Maria Andrea Maria Andre Ban seebal		(19.817)		18.133)
Castion deposit the manufacturer and companies and	2.008.435		2.008.435
	2,116,209	(11,005)	2,116,209

(d) Reconciliation of net cash outflows from operating activities to Profit/(loss) from ordinary activities dier is.

		Economic Entity Committee Committee Committee Committee		Parent Entity Community 197000000000000000000000000000000000000
state and an international and an international and an international and an international and an international	2004 S	2003 \$	2004 s	2003 s
Profit/(loss) from ordinary activities after tax	(828.212)	2.024.974	(837, 350)	2.064.872
Add back (deduct) items not involving cash flows
Loss on sales of fixed assets. The committee of the committee of	4.311		4.311
Detts forgiveness		(3,860,273)		(3,860,273)
Depreciation and communication and communications	142.775	417.881	142.775	417,881
Changes in assets and liabilities
(приавер Пестеазе и тесемирны политичеств	(71,031)	(15, 298)	(73.936)	(15, 378)
(httpseyDecrease in inventified)))		16.580		16,580
Impressel/Decrease in other assets	(6.464)	(226.116)	(6.464)	(226.116)
increase/(Decrease) in payables with	70.962	246.131	84.896	238.511
Indizabe/(Dacrease) in site restoration		600.000		600,000
NET CASH OUTFLOWS FROM OPERATING ACTIVITIES	(687, 659)	(796,121)	(685, 768)	(763, 923)

Note 25: Commitments For Expenditure

(a) Future Exploration

The Economic Entity has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to fime and are expected to be fulfilled in the normal course of operations of the Economic Entity.

The commitments to be undertaken are as follows:

1989 - Johann Stein, Amerikaansk politik (	Economic Entity	TELEVISIOONI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI EESTI	Parent Entity
.	2004	2003	2004	2003
Metaloru
Within one year to a committee when	604.208	323.178	347.926	151.984
Between one and the vears in the management of	254.329	261.534	108.452

There are currently no minimum expenditure requirements for the Company's Solomon Island tenements. All of the Company's other EPM's are in Queenstand. To keep EPM's in good standing in Queenstand, work programs stroutd meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Company has the option to negotiate new terms or relinquish the tenements. The Company also has the ability to meet expenditure requirements by joint venture or farm in agreements

(b) Lease expenditure commitments

	Economic Entity Administration Communication			Parent Entity Committee Property Committee Property
	2004 ŝ	2003	2004 s	2003
Operating leases (non-cancellable)
Minimum lease payments
Motiklier than one year. The motivation	17,126		17.126
Later than one year and not later than tive years. The control	60,244		60,244
Later than live years
	77,370		77,370
Finance leases m
Not idea than one year the communication with the con-	19,457		19,457
Later than one year and not later than hve years.	59,073		59,073
Later than five years and the manufacturer
Total minimum lease payments 1850		.	ZR 5500 CONTRACTOR	Alan Alaman (Alan Alan Alan Alan Alan Alan Alan Alan
Future finance charges	(11, 275)		(11, 275)
LEASE LIABILITY	67,255		67,255
Current fishing the community of the community of the community of the community of the community of the community	14,606		14,606
Non-conent habitty with the state	52.649		52.649
	67.255		67,255

1989 - Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Joh

na za Contingent Liabilities and Contingent Assets

(a) Contingent Assets - Provision for Renabilitation Costs

The Company has conducted an extensive review of the environmental status of the Minimo Leases with a view to making an assess ment of the appropriate provision it should make in its accounts for future liabilities in respect of rehabilitation and restoration.

in the course of this exercise, advice was received from different parties providing estimations on the potential costs for future rehabilitation and restoration. Based on this information, the Company has made provision in its accounts in respect of these contingent Habilities (\$1.800,000).

The Company also has the benefit of an indemnity from Maxe-teo Australia Limited in respect of tiabilities in respect of facts or circumstances arising to 30 October 2001, when Western Pacific Gold Inc acquired O'Aguilar from Maxe-tec. Maxe-tec disputes its liability under this indemnty. In the event that at some future time the Company is required to discharge these habilities it intends to call upon Maxe-teo to perform under the indemnity. If Maxe-teo fails or refuses to perform, the Company may be required to enforce the indemnity.

The Directors have also taken steps to enter into agreements with third parties to accept responsibility for a portion of the present liability of the company in respect of the rehabilitation costs. Pursuant to Deeds entered into in May 2003 between the Company and Interests associated with three of the Directors of the Company ("the Bondholders"), the Bondholders have agreed to assume the responsibility for the discharge of \$1,300,000 in total of the environmental liability and restoration obligations of the Company in respect of its mining leases. The Deeds may be ferminated by the Bondholders after 31 December 2004 by holice to the Company.

Samuel Capital Limited has taken \$500,000 of Bonds and is an entity associated with Mr Mathen, a director. Vincent Mascolo and Damien Reynolds, both directors of the Company, have taken \$400,000 of the Bonds, respectively,

Note 27: Events Occurring After Balance Date

There have been no events since the end of the financial year that impact upon the financial repot as at 30 June 2004

Nata 20 Financial Instruments

(a) Terms and Conditions relating to financial assets and flabilities: Reveivables - Trade debtors are non-interest bearing and are normally settled on 30 day terms.

Pavables -- Trade oreditors are non-interest bearing and normally settled on 30 day terms.

Lease Liabilities – Finance leases have an average term of 3 years with the option to purchase the asset at the completion of the lea term. Secured lease habilities are secured by a charge over the leased asset.

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Note 28: Financial Instruments (continued)

(b) Interest Rate Risk

The Economic Entity's exposure to interest rate risk which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of thancial assets and Habilities is as follows: www.water.com/water.com/water.com/water.com/water.com/water.com/water.com/water.com/water.com/water.com/

man and a strong and a strong of the	Floating interest mill	hveriffensurate . 1979 - Jan German Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry H	Non-interest hearing	Total carnying anomi as per the balance sheet	Membled average effective interest mis
	2004	2004	2004	2004	2004 ₩
Althranoid assets
Cate and the state		2,116,209		2,116,209	4.83%
Other Hondards Activity		316.125	137,187	453,312	2.61%
Receivables and continues and			71,769	71,769
Total financial assets		2.162.4133	208.966	2.641.290
(ii) Emancial trabilities					an an an an an an an an an an an an an
EVASION			292.173	292.173
Bortswing (Outlact)		14,606		14.606	8.00%
Earnawing those Current		52.649		52.649	8.00%
Total financial habilities	. .	SYMOST	292,173	359.428
NET FINANCIAL ASSETS / (LIABILITIES) 3,000,000,000,000,000,000,000,000,000,0		2,365,079 .	(83, 217)	2,281,862

Floating interest Fixed interest rate Total carrying Weighted average Non-interest rate bearing amount as per the effective interest

	--------------------------------------		Kanada ya mwaka wa 1989, kata wa mshindi wa 1989, alikuwa mwaka wa 1989 alikuwa mwaka wa 1989 alikuwa mwaka wa	вамножным посто	KILMAN
	2003	2003	2003	2003	2003 ₩
(i) Financial assets
			8,812	8.812
Receivables			37.609	37.609
Total Imancial assets			48.424	46,421
(ii) Financial liabilities
Payables			289.726	289.726
Bortowing (Current)			19.817	19.817
Barrowing (Non-Current)			7.022	7.022
Total financial habilities			316,566	316.685
NET FINANCIAL ASSETS / (LIABILITIES)			(270, 144)	(270, 144)

(c) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at batance date to recognised financial assets is the carrying amount, net of any provisions, as disclosed in the statement of financial position and notes to the financial statements.

The Economic Entity dees not have any material credit risk exposure to any single debior or group of debiors under linancial instruments entered into by the Economic Entity. The contract of the contract of

(d) Wet Fair Values

The net fairwalues for all assets and liabilities approximates their carrying value.

Impacts of Adopting Austriaian Equivalents to International Financial Reporting Standards ROCKET

Australian equivalents to International Financial Reporting Standards ("IFRS") will be adopted in the financial report for the year ended 30 June 2006 and the comparative information presented in that report for the year ended 30 June 2005, in preparation for the transition, spering balances as at 1 July 2004 for the comparative year ending 30 June 2005 will be converted to AIFRS in accordance with new accounting standard AASB 1"First Time Adoption of Australian Financial Reporting Pronouncements".

D' Aquitar Gold Ltd's management are assessing the significance of these changes and preparing for their implementation. The Audit and Risk Management Committee will oversee and manage the Company's transition to IFRS. The board has authorised ongoing training courses for members of the Audit and Risk Management Committee (where appropriate) and will also provide access to selected appropriately skilled consultants where necessary to ensure the successful implementation and transition to IFRS. We will seek to keep stakeholders informed as to any material impact of these new standards as they are finalised.

The key differences in accounting policy that may arise from the adoption of AIFRS are listed below.

Income Tax

AASB 112 "income Tax" requires all income tax balances to be calculated using the comprehensive balance sheet liability method Deferred tax items will be calculated by comparing the difference in carrying amounts to tax bases for all assets and liabilities and multiplying this by the lax rates expected to apply to the period when the asset is realised or the liability settled. Recognition of the resulting amounts are subject to some exceptions, but generally deferred tax balances must be calculated for each item in the state ment of financial position. Deferred lax assets will only be recognised where there exists the probability that future taxable profit will be available to recognise the asset.

The application of AASB 112 "income Tax" should not result in any significant adjustment to either tax assets and liabilities or net profit militarium

Property, Plant & Equipment

Under AASB 116 "Property Plant & Equipment" an impairment test is required when there is an indication that impairment exists by reference to internal and external market factors. Any fiem of property, plant and equipment which is impaired must be written down to its recoverable amount. The amount of the impairment write down for assets carried at cost will be expensed through the statement of financial performance.

ttems of property, plant and equipment measured at fair value will still be carried at fair value, however the offsets of balances in the asset revaluation reserve under the new standards will be determined on an "asset by asset" basis rather than the current "class by class" treatment. This means that a change to profit or loss will occur where an impairment write down is necessary and there is no existing balance for that asset in the asset revaluation reserve.

All consolidated entity assets of property plant and equipment assets are tested to ensure the carrying amount to less than recoverable and write downs are made to reflect losses arising.

Share Based Fayments

The entity currently engages in the practice of allocaling to its employees share options as part of their remuneration packages under the employee share option plan. AASB 2 "Share Based Payments" require that these payments and also payments made to other counterparties in return for goods and services shall be measured at the more readily determinable tair value of the good/service or the fair values of the equity instrument. Under the new standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be aflocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management's assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions

Business Combinations Company . . . . . . . . . . . . . . . . . . .

AASB 3 "Business Combinations" mandates that discounts on acquisition will no longer be allocated over the non-monetary assets of the entity. Instead a discount on acquisition will be recognised in profit and loss as income.

This standard has retrospective application however the exemption provisions in AASB 1 "First Time Adoption of Australian 11111 International Financial Reporting Pronouncements" allows the prospective application of the standard from the time of initial adoption of the standards. If the exemption in AASB 1 is not applied this will result in the entity reinstating the balances of prodwill and non monetary items in relation to its acquisitions for all business combinations effected from 30 July 2003 to the date of adoption of the new standards and adjusting refamed earnings by those amounts. Any reverse acquisition situations will also then be accounted for accordingly and will result in an altered consolidated entity column for reporting purposes. The directors propose to utilise this exemption and will not retrospectively apply this standard.

Exploration Expenditure

Until such time as the International Accounting Standards Board (IASB) completes an extractive industries IFRS, the IASB has determined that national accounting standards will be grandfathered. Therefore, the Consolidated Entity will continue to apply the requirements of AASB 1022: Accounting for the Extractive Industries. The manufacturer

directors' declaration

The Directors of the Company declare that:

(1) the financial statements and notes to the financial statements:

• (a) comply with Australian Accounting Standards, the Corporations Act 2001, and the Corporations Regulations 2001.
• (b) give a true and fair view of the financial position as at 30 June 2004 and of the performance for the year ended on that date of the Company and Economic Entity
• (2) in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

As set out in Note 1 the financial statements have been prepared on a going concern basis.

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

Brian Moller Director Brisbane

Dated this 30th day of September 2004

independent audit report

Independent audit report to members of D'Aquilar Gold Ltd and Controlled Entities

Scope

"he financial report and directors' responsibility

The financial report comprises the statement of financial position. statement of financial performance, statement of cash flows, accompanying notes to the financial statements. and the directors' declaration for both D'Aguilar Gold Ltd (the Company) and its controlled entities (the Consolidated entity), for the year ended 30 June 2004 The Consolidated entity comprises both the Company and the entities it controfled during that year.

The directors of the Company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations

of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot quarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001. including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's and the Consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the financial report of D'Aquilar Gold Ltd and Controlled Entities is in accordance with:

the Corporations Act 2001, including:

• s giving a true and fair view of the Company's and Consolidated entity's financial position as at 30 June 2004 and of their performance for the year ended on that date
• » complying with Accounting Standards in Australia and the Corporations Regulations 2001, and
• » other mandatory financial reporting requirements in Australia.

Emphasis of Matter Regarding Going Concern

Without qualification to the opinion expressed above attention is drawn to the following matter. As set out in Note 1 the financial statements have been prepared on a going concern. basis. The ability of the Economic Entity to maintain continuity of normal business activities and to pay its debts and when they fall due is dependent upon the success of capital raising.

No adjustments have been made to the carrying value of assets or recorded amount of liabilities should the Company's plans not eventuate.

BDO Kendalls

Chartered Accountants

T J Kendall Partner Brisbane

Dated this 30th day of September 2004

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