ECLIPSE METALS LIMITED. — Interim / Quarterly Report 2014

Jul 28, 2014

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www.eclipseuranium.com.au Eclipse Metals Ltd is an Australian exploration company focused on exploring the Northern Territory and Queensland for multi commodity mineralisation. The company has an impressive portfolio of assets prospective for gold, manganese, iron ore, base metals and uranium mineralisation. The Company’s mission is to increase Shareholder wealth through capital growth and ultimately, dividends. Eclipse plans to achieve this goal by exploring for and developing viable mineral deposits to generate mining or joint venture income.

29 July 2014

QUARTERLY REPORT - 30 June 2014

Please find attached the Quarterly Activities Report and Appendix 5B for the period ended 30 June 2014.

BOARD

Carl Popal Executive Chairman

Yours faithfully

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Carl Popal Executive Chairman

Pedro Kastellorizos Executive Director

Rodney Dale Non-Executive Director

Justin Barton Non-Executive Director

COMPANY SECRETARY

Eryn Kestel

REGISTERED OFFICE

C/-NKH Knight Unit 19 Level 2, Spectrum 100 Railway Road Subiaco WA 6008 Phone: +61 8 9367 8133 Fax: + 61 8 9367 8812

PRINCIPAL PLACE OF BUSINESS

Level 3, 1060 Hay Street West Perth WA 6005 Phone: + 61 8 9480 0420 Fax: + 61 8 9321 0320

AUSTRALIAN BUSINESS NUMBER

85 142 366 541

SHARE REGISTRY

Security Transfer Registrars 770 Canning Highway Applecross WA 6153

ASX CODE EPM

WEBSITE

www.eclipsemetals.com.au

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30 June 2014 Quarterly Activities Report and Appendix 5B For theQuarter ending 30 June 2014 The Board of Eclipse Metals Limited (“the Company”) is pleased to provide the following commentary and Appendix 5B. HIGHLIGHTS Exploration Highlights:  Mary Valley Manganese :  Field examination has confirmed substantial deposits of manganese mineralisation in the Mary Valley tenements.  Sample assays confirm grades reported for historical ore shipments.  Stronger manganese mineralisation was observed to be closely associated with more deformed and sheared/faulted zones.  Moonford Iron:  Assay results confirm substantial bedded type iron mineralisation within the Moonford Project tenement.  Oolitic iron mineralisation from surface.  Sample assays support 1980’s drill sample iron grades.  West Arnhem (Liverpool) Uranium:  Further desktop assessment of historical drilling data from Uranerz Australia Pty Ltd 1989 Exploration program supports surface exploration results of up 5.8% U3O8and 38 g/t Au.  Amalgamated digitised data indicates further exploration upside.  Ngalia Basin Uranium negotiation progressed with CLC.  The first Native Title Meetings scheduled for ELA 24624 & ELA 24627 during first quarter of 2014 – 2015 f/year.  Exploration agreement from the Central Land Council pending for the purpose of granting title to ELA26490, ELA 26487, ELA26488 and ELA26284 Corporate Highlights:  Divestment of non-core assets - Yellow Jack (EPM 17321) and Devils Mountain (EPM 17685) Projects 100% interest sold.  Strategic Board reform of Executive Chairman, Executive Director and Company Secretary.

Eclipse Metals Ltd is an Aust exploration company focus exploring the Northern Te and Queensland for commodity mineralisation. company has an impr portfolio of assets prospecti gold, manganese, iron ore, metals and uranium mineralis The Company’s mission increase Shareholder through capital growth ultimately, dividends. Eclipse to achieve this goal by explori and developing viable m deposits to generate mining o venture income. BOARD Carl Popal Executive Chairman Pedro Kastellorizos Executive Director Rodney Dale Non-Executive Director Justin Barton Non-Executive Director COMPANY SECRETARY Eryn Kestel REGISTERED OFFICE C/-NKH Knight Unit 19 Level 2, Spectrum 100 Railway Road Subiaco WA 6008 Phone: +61 8 9367 8133 Fax: + 61 8 9367 8812 PRINCIPAL PLACE OF BUSINESS Level 3, 1060 Hay Street West Perth WA 6005 Phone: + 61 8 9480 0420 Fax: + 61 8 9321 0320 AUSTRALIAN BUSINESS NUMBER 85 142 366 541 SHARE REGISTRY Security Transfer Registrars 770 Canning Highway Applecross WA 6153 ASX CODE EPM WEBSITE www.eclipsemetals.com.au

Eclipse Metals Ltd is an Australian exploration company focused on exploring the Northern Territory and Queensland for multi commodity mineralisation. The company has an impressive portfolio of assets prospective for gold, manganese, iron ore, base metals and uranium mineralisation. The Company’s mission is to increase Shareholder wealth through capital growth and ultimately, dividends. Eclipse plans to achieve this goal by exploring for and developing viable mineral deposits to generate mining or joint venture income.

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ECLIPSE METALS LIMITED

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Exploration Activities

Queensland Projects:

During the June quarter, the Company designed and commissioned the first phase of a ground exploration programme over the Mary Valley Manganese & Moonford Iron project areas in Queensland. Subsequent to this, a second phase of exploration was commissioned on both areas at the end of the June quarter and completed during the month of July.

The April/May preliminary reconnaissance exploration program resulted in identifying substantial areas of manganese mineralisation in the Mary Valley tenements as announced on 29[th] April 2014. At the Moonford iron project, occurrence of outcropping oolitic bedded iron mineralisation was announced on 6[th] May 2014

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Location map showing the Queensland Mary Valley and Moonford projects

 Mary Valley Project:

Historically the Mary Valley Project tenements have yielded over 32,000t of high grade direct shipping manganese ore with assays of 42 to 51% Mn from mining operations carried out during the 1920’s and 1960’s. In the past 50 years little to no geological activity has been recorded over the Mary Valley prospects. Observations from the first pass of exploration include the following-:

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Donaldson Prospect: manganese outcrop in the historical workings

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www.eclipsemetals.com.au

ECLIPSE METALS LIMITED

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Mary Valley Manganese prospects map.

 Moonford Iron Project:

Initial reconnaissance extended the area of previously unrecorded iron mineralisation for 1.4 km from historical Drill Site 1. This area contains bedded oolitic iron mineralisation at surface over a strike length of 2.3 km and width of 0.9 km with potential for significant strike and width extensions. Analytical results from recent sampling returned grades similar to those from historical Drill Site 1 and that the area warrants further investigation.

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ECLIPSE METALS LIMITED

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Moonford Iron project: Outcrop of oolitic ironstone in creek bed.

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www.eclipsemetals.com.au

ECLIPSE METALS LIMITED

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Northern Territory Uranium Projects
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• West Arnhem (Liverpool) Uranium (NT Top-end):

Further desktop reviews of Uranerz 1989 Exploration Report conducted during the March 2014 quarter, highlighted radiometric anomalies within the project areas with surface exploration results of up 5.8% U3O8 and 38 g/t Au. The historical data was assessed and the old working maps and cross-section were digitised giving enhanced understanding of project potential. Amalgamation of the historical data together with the digitised maps shows that several very high radiometric anomalies within the project areas remain untested, supporting further exploration upside for the project.

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ECLIPSE METALS LIMITED

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Communication with the Northern Land Council has been encouraged to progress, and a possible meeting date scheduled within the early part of the 2014/2015 financial year. At this stage, the company is seeking Native Title meetings in relation to ELA27584, ELA26244 and 26193 as they hold the most prospective ground to host uraniumgold mineralisation based on historical exploration work conducted over these areas.

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www.eclipsemetals.com.au

ECLIPSE METALS LIMITED

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Ngalia Basin (Southern NT) Uranium negotiation progressed with Central Land Council

The first Native Title Meetings between Eclipse Metals Ltd and the Traditional owners are schedule between the 19th and 20th August 2014 over ELA 24624 and ELA 24627 at Papunya Community north-west of Alice Springs. The purpose of the meeting is to seek approval for uranium exploration over Aboriginal Freehold Land from the Traditional owners through negotiations from the Central Land Council as their legal representatives.

Eclipse is currently awaiting an exploration agreement from the Central Land Council for the purpose of granting title to ELA26490, ELA 26487, ELA26488 and ELA26284. The company first must agree to the terms and conditions of the agreement before an offer of grant will be issued from the Northern Territory Titles Division in Darwin.

Corporate

 Divestment of non-core assets:

As announced to the market on 14th April 2014, Eclipse Metals Limited entered into an agreement with private entity Laura Exploration Pty Ltd, for the divestment of 100% of the Company’s interests in the Yellow Jack (EPM 17321) and Devils Mountain (EPM 17685) tenements held by its subsidiary Walla Mines Pty Ltd. Terms of the sale agreement were completed during the quarter and total sales consideration of $125,000 has been received.

 Board changes:

Strategic Board reforms were made at the start of the Quarter, where Mr Carl Popal was appointed as Executive Chairman and Mr Pedro Kastellorizos was appointed as an Executive Director as of 3rd April 2014. The reforms further consolidated the Company’s administrative management and geological expertise as the Company progresses exploration programs and addresses corporate matters.

As announced on 25th June 2014, Ms Eryn Kestel was appointed as Company Secretary and subsequently Mr Keith Bowker stepped down from that role.

Tenement Interests at the end of the Quarter

Interest in Granted Mining tenements at the end of the quarter

Tenement	Project	Commodity	Status	State	Beneficial	Area	Area
	Name				**Holder **	Blk km2
EL 27567 EL 26257 EPM 17672 EPM 17810 EL 24808 EL 27117 EPM 17938 EL 7986 EPM 18596	Mt Wells West Batchelor Mary Valley Bundaberg Eclipse West McArthur Amamoor Moss Vale Moonford	Gold-Base Metals Iron -Gold-Uranium-Tin Manganese Manganese Uranium Manganese-Base Metals Manganese Bauxite Iron	Granted Granted Granted Granted Granted Granted Granted Granted Granted	NT NT QLD QLD NT NT QLD NSW QLD	Eclipse Metals Pty Ltd Eclipse Metals Pty Ltd Eclipse Metals Pty Ltd Walla Mines Pty Ltd Eclipse Metals Pty Ltd Eclipse Metals Pty Ltd Eclipse Metals Pty Ltd Eclipse Metals Pty Ltd EclipseMetalsPtyLtd	9 123 54 14 27 193 4 10 40	29.99 407.05 167.40 0.00 85.79 629.84 12.40 31.00 124.00
TOTAL 1,487.47

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ECLIPSE METALS LIMITED

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Exploration Licences Application at the end of the quarter

Tenement	Project	Commodity	Status	State	Beneficial	Area	Area
	Name				**Holder **	Blk km2
ELA 24623	Eclipse	Uranium	Application	NT	EclipseMetalsLtd	305	932.06
ELA 24624	Eclipse	Uranium	Application	NT	EclipseMetalsLtd	476	1,457.58
ELA 24627	Eclipse	Uranium	Application	NT	EclipseMetalsLtd	500	1,518.00
ELA 24861	LakeMackay	Uranium	Application	NT	EclipseMetalsLtd	50	158.70
ELA 25666	MtPoizieres	Uranium	Application	NT	EclipseMetalsLtd	229	780.60
ELA 26193	Liverpool 1	Uranium	Application	NT	EclipseMetalsLtd	240	804.40
ELA 26244	Liverpool 2	Uranium	Application	NT	EclipseMetalsLtd	50	163.30
ELA 26259	South Alligator 1	Uranium	Application	NT	EclipseMetalsLtd	202	660.70
ELA 26260	South Alligator 2	Uranium	Application	NT	EclipseMetalsLtd	274	883.30
ELA 26487	Yuendi	Uranium-Copper	Application	NT	EclipseMetalsLtd	320	1,003.00
ELA 26489	Mackay	Uranium	Application	NT	EclipseMetalsLtd	157	497.40
ELA 26283	MtTheo	Uranium	Application	NT	EclipseMetalsLtd	260	832.70
ELA 26284	MtPatricia	Uranium	Application	NT	EclipseMetalsLtd	234	747.80
ELA 26488	Atlee	Uranium	Application	NT	EclipseMetalsLtd	233	743.50
ELA 26490	Yoolgarri	Uranium	Application	NT	EclipseMetalsLtd	368	1,156.00
ELA 26491	ChillaWell	Uranium	Application	NT	EclipseMetalsLtd	325	1,007.00
ELA 26492	Wid CatBore	Uranium	Application	NT	EclipseMetalsLtd	330	1,054.00
ELA 26493	Puyurru	Uranium	Application	NT	EclipseMetalsLtd	187	598.60
ELA 27130	FlyingFox	Uranium	Application	NT	EclipseMetalsLtd	482	1,607.98
ELA 27549	Liverpool3	Uranium	Application	NT	EclipseMetalsLtd	51	171.07
ELA 27584	Devil'sElbow	Uranium	Application	NT	EclipseMetalsLtd	30	100.45
ELA 27703	Gumadeer	Uranium	Application	NT	EclipseMetalsLtd	3	9.53
Total Area **16,887.67 **

Tenements Relinquished during the Quarter

Exploration Licence applications No. 26000, 26001, 26002, 26003, 26004, 25988, 25999 and 24862 held in the Northern Territory were relinquished.

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Pedro Kastellorizos

Executive Director

For further information please contact:

Carl Popal Pedro Kastellorizos Executive Chairman Executive Director T: +61 8 9480 0420 T: +61 8 9480 0420

Competent Person Statement

Mr Dale is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Dale is a Director of Eclipse Metals Limited. Mr Kastellorizos is a geologist with over 17 years of experience relevant to the styles of mineralisation under consideration and to the activity which he is undertaking as Executive Director. Mr Dale has sufficient experience relevant to the styles of mineralisation under consideration and to the activity being reported to qualify as a Competent Person as defined in the 2012 Edition of the .Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore.

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www.eclipsemetals.com.au

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/2013

Name of entity

Eclipse Metals Limited

ABN 85 142 366 541

Quarter ended (“current quarter”)

30 June 2014

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows	Current quarter $A’000	Year to date (12 months) $A’000
	- (50) - - (91) - - - - -	- (149) - - (413) - 1 - - -
	(141)	(561)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects1 (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (refundable deposit) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - - 125 - - - - 54	- - - 125 - - - - -
	179	125
	38	(436)

• See chapter 19 for defined terms.

01/05/2013 Appendix 5B Page 1

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	38	(436)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (Share issue proceeds of $206k)2 Net financing cash flows	- - - - - 206	9 - - - - 396
	206	405
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	244 97 -	(31) 372 -
	341	341

1 During the quarter the Company announced the sale of non-core mining tenements EPM 17321 and EPM 17685. Pursuant to the sale of mining tenements agreement, $125,000 was received by the Company.

• 2 As set out in the Company’s Annual Report the Underwriter to the Entitlements Issue has transferred 120 million Shares to unrelated parties that will make the Shares available to future investors and direct the proceeds to the Company. During the quarter, a total of $206,000 was received by the Company. The Company remains in discussions with a range of potential future investors in relation to the remaining shares to the value of $126,657.

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

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	62
	-

• 1.25 Explanation necessary for an understanding of the transactions

N/A

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows N/A

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

N/A

• See chapter 19 for defined terms.

Appendix 5B Page 2

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

• 3.1 Loan facilities 3.2 Credit standby arrangements

	Amount available		Amount used
	$A’000		$A’000
		-		-
		-		-

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	50
	-
	-
	85
Total	135

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	341	97
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	341	97

Changes in interests in mining tenements and petroleum tenements

6.1 Interests in mining tenements and petroleum tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements and petroleum tenements acquired or increased	Tenement reference and location	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	EL 26000 EL 26001 EL 26002 EL 26003 EL 26004 EL 25998 EL 25999 EL 24862	Application Licence Application Licence Application Licence Application Licence Application Licence Application Licence Application Licence Application Licence	100% 100% 100% 100% 100% 100% 100% 100%	0% 0% 0% 0% 0% 0% 0% 0%
	N/A	N/A	N/A	N/A

• See chapter 19 for defined terms.

01/05/2013 Appendix 5B Page 3

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

6.3 Interests in mining tenements at end of the quarter

Location	Project Name	Tenement #	Ownership	Titleholder
Northern Territory	Mt Wells	EL 27567	100%	Eclipse Metals Ltd
Northern Territory	Eclipse	EL 24808	100%	Eclipse Metals Ltd
Northern Territory	West Batchelor	EL 26257	100%	Eclipse Metals Ltd
Queensland	Mary Valley	EPM 17672	55.61%	Walla Mines Pty Ltd
Queensland	Amamoor	EPM 17938	55.61%	Walla Mines Pty Ltd
Northern Territory	West McArthur	EL 27117	55.61%	Walla Mines Pty Ltd
Queensland	Moonford	EPM 18596	55.61%	Walla Mines Pty Ltd
New South Wales	Moss Vale	EL 7986	55.61%	Walla Mines Pty Ltd
Queensland	Bundaberg	EL 17810	55.61%	Walla Mines Pty Ltd
Northern Territory	Eclipse	ELA 24623	100%	Eclipse Metals Ltd
Northern Territory	Eclipse	ELA 24624	100%	Eclipse Metals Ltd
Northern Territory	Eclipse	ELA 24627	100%	Eclipse Metals Ltd
Northern Territory	Lake Mackay	ELA 24861	100%	Eclipse Metals Ltd
Northern Territory	Mt Poizieres	ELA 25666	100%	Eclipse Metals Ltd
Northern Territory	Liverpool 1	ELA 26193	100%	Eclipse Metals Ltd
Northern Territory	Liverpool 2	ELA 26244	100%	Eclipse Metals Ltd
Northern Territory	South Alligator 1	ELA 26259	100%	Eclipse Metals Ltd
Northern Territory	South Alligator 2	ELA 26260	100%	Eclipse Metals Ltd
Northern Territory	Mt Theo	ELA 26283	100%	Eclipse Metals Ltd
Northern Territory	Mt Patricia	ELA 26284	100%	Eclipse Metals Ltd
Northern Territory	Yuendi	ELA 26487	100%	Eclipse Metals Ltd
Northern Territory	Atlee	ELA 26488	100%	Eclipse Metals Ltd
Northern Territory	Mackay	ELA 26489	100%	Eclipse Metals Ltd
Northern Territory	Yoolgarri	ELA 26490	100%	Eclipse Metals Ltd
Northern Territory	Chilla Well	ELA 26491	100%	Eclipse Metals Ltd
Northern Territory	Wild Cat Bore	ELA 26492	100%	Eclipse Metals Ltd
Northern Territory	Puyurru	ELA 26493	100%	Eclipse Metals Ltd
Northern Territory	Flying Fox	ELA 27130	100%	Eclipse Metals Ltd
Northern Territory	Liverpool 3	ELA 27549	100%	Eclipse Metals Ltd
Northern Territory	Devil’s Elbow	ELA 27584	100%	Eclipse Metals Ltd
Northern Territory	Gumadeer	ELA 27703	100%	Eclipse Metals Ltd

• See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Issued and quoted securities at end of current quarter

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

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 ~~+~~Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	559,856,824	559,856,824
7.5 ~~+~~Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	150,000 103,023,813	- -	Exercise price 20 cents 6 cents	Expiry date 30/11/15 30/11/16
	8,873,500	8,873,500	20 cents	31/05/14
7.11 Debentures (totals only)
7.12 Unsecured notes(totals only)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

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

Sign here: Date: 29 July 2014

Print name: Eryn Kestel

Notes

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

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

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

• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

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

== == == == ==

• See chapter 19 for defined terms.

Appendix 5B Page 6

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