WESTONIA MINES LIMITED

22^nd September 2004

The Manager Company Announcements Platform Australian Stock Exchange Limited Level 10, 20 Bond Street NSW 2000 SYDNEY

Dear Sir

FINANCIAL REPORT

Westonia Mines Limited presents herewith its Financial Report for the year ended 30 June 2004.

For and on behalf of the Board of Directors of Westonia Mines Limited

M.A. Churchuard

Mark Churchward Joint Company Secretary

Enquiries should be directed to the writer and readers are encouraged to register on the Company's website (www.westoniamines.com.au) for automatic receipt of information.

Z:\Westonia Mines Limited\ASX Matters\Announcements\Announcement 22.09.04.doc

Level 1, 9 Havelock Street, West Perth WA 6005 ♦ PO Box 1300, West Perth WA 6872 Telephone: (08) 9321 3088 + Fax: (08) 9321 8804 Email: [email protected] • Website: www.westoniamines.com.au

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

FINANCIAL REPORT

FOR THE YEAR ENDED 30 JUNE 2004

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

PAGE

Directors' Report
Corporate Governance Statement
Statements of Financial Performance
Statements of Financial Position
Statements of Cashflows
Notes to the Financial Statements
Directors' Declaration
Auditors' Report
Additional Information

CORPORATE DIRECTORY

DIRECTORS

Pieter W Greeff - Chairman Andrew J Drummond - Managing Director Murray G Pollock - Non Executive Director Chris P Melloy - Non Executive Director David M Macoboy - Non Executive Director

SECRETARIES

John A Hannaford Mark A Churchward

REGISTERED OFFICE First Floor

9 Havelock Street West Perth WA 6005 Telephone: (618) 9321 3088 Facsimile: (618) 9321 8804 Email: [email protected] Website: www.westoniamines.com.au

AUDITORS

Ord Partners Level 2, 42 Colin Street West Perth WA 6005

SHARE REGISTRY

Security Transfer Registrars 770 Canning Highway Applecross WA 6153

AUSTRALIAN STOCK EXCHANGE Code: WEZ, WEZO

The Directors have pleasure in presenting their report together with the consolidated financial statements of Westonia Mines Limited ("Westonia" or "the Company") for the year ended 30 June 2004.

DIRECTORS

The names of the Directors of the Company in office at any time during or since the end of the year are:

Pieter W Greeff (59) - Non Executive Chairman

Mr Greeff is a mining engineer with 36 years experience in Australia and overseas based with major international mining companies, in the gold, base metal and coal sectors. Mr Greeff was appointed as Director on 27 February 2001.

Andrew J Drummond (53) - Managing Director

Mr Drummond is a geologist with 32 years experience in the exploration, mining and mineral consultancy industries. This has included Directorships and managing Directorships of several listed and non-listed public companies. Mr Drummond was appointed as Director on 8 October 1998.

Murray G Pollock (56) - Non Executive Director

Mr Pollock is a businessman with over 30 years experience in the mineral services industry, principally in drilling. He is an investor and consultant to several companies on drilling and mine management services. Mr Pollock was appointed as Director on 21 October 2000.

Chris P Melloy (49) - Non Executive Director

Mr Melloy is an Executive Director of Lion Manager, the management company responsible for the operation of Lion Selection Group. He has 26 years experience in the mining industry in both operations and finance, including mine planning, operating and senior mine management roles, as well as mining analysis and research in the stock broking industry.

Mr Melloy was appointed as Director on 2 April 2002.

David M Macoboy (55) - Non Executive Director

Mr Macoboy is currently a Director of Consolidated Minerals Ltd and Monarch Resources Ltd. He has previously held senior management positions or Directorships with Portman Mining Ltd, Australian Capital Equity, Merrill Lynch and Challenge Bank.

Mr Macoboy was appointed as Director on 1 August 2003.

PRINCIPAL ACTIVITIES

The principal activities of the economic entity during the financial period were:

mineral exploration including the commissioning of a feasibility study into re-development of mining operations at Westonia:
acquisition of mining tenements in the extended Westonia area; and
acting as trustee of the Westonia Mines Unit Trust until the Trust assets were vested on 29 June 2004.

There were no significant changes in the nature of the economic entity's principal activities during the financial period.

REVIEW OF OPERATIONS

The Company's principal objective is to re-commence mining operations at its Westonia Gold Project in Western Australia. In pursuit of this objective the Company achieved the following significant milestones during the financial year ended 30 June 2004:

Westonia Gold Project

The economic entity has completed its Bankable Feasibility Study ("BFS") into the re-development of mining operations at the Westonia project.

The BFS showed a probable ore reserve within an optimal pit shell of 12.8 million tonnes at 1.29 o/t for a contained 577,000 ounces calculated at a 0.7 g/t cutoff, which includes 47,000 ounces in oxide stockpiles. The feasibility study indicated that the project was economically sound at a gold price of A\$575 per ounce.

On 19 August 2004, the Company announced a revised probable ore reserve arising from a new pit design of 15.6 million tonnes at 1.37 g/t for a total of 734,000 contained ounces of gold. This represented an increase of 30% compared to the BFS, using the same assumption as to gold prices.

The Company will use the revised estimates as a basis for financing development of the project in the coming year.

Westonia Deeps Initiative

During the year the company continued exploration activities on its Westonia Deeps Project designed to evaluate the potential for long term underground mining.

Regional Exploration

The Company commenced evaluation of its regional tenement package during the year conducting an evaluation of prior exploration as well as soil geochemical testwork. This has generated a number of targets prospective for nickel and gold, which will be followed up in the coming year.

Financial

The Company raised a total of \$2,005,000 from the issue of 5.012 million shares at 40.0 cents pursuant to a Share Purchase Plan dated 15 December 2003.

The Company had a total of \$1,464,535 in cash reserves on hand at 30 June 2004.

On 29 June 2004, the assets and undertakings of the Westonia Mines Unit Trust were vested resulting in Westonia Mines Limited achieving direct ownership of all mining tenements and development assets. This process has greatly simplified the ownership structure.

CHANGES TO STATE OF AFFAIRS

There have been no changes to the state of affairs of the Company other than as noted above in the "Review of Operations".

RESULT OF OPERATIONS

The consolidated operating loss after income tax for the year ended 30 June 2004 was \$1,011,124 (2003; loss \$567,551).

LIKELY DEVELOPMENTS

The Company anticipates raising sufficient funding (both debt and equity) to finance construction of a treatment plant during the coming year. This will enable the re-commencement of mining operations at Westonia during the subsequent financial vear.

DIVIDENDS

In respect of the financial year ended 30 June 2004, the Directors have not recommended the payment of a dividend.

ENVIRONMENTAL REGULATION

The consolidated entity is committed to achieving a high standard of environmental performance. The Board is responsible for reqular monitoring of environmental exposures and compliance with environmental requlations. The consolidated entity complied with its environmental performance obligations at all times during the period.

AUDIT COMMITTEE

The Company established an Audit Committee during the financial year comprising two non-executive Directors. The Audit Committee met twice during the year. Its business was at all times during the period conducted in accordance with the principles set out in the Corporate Governance Statement.

EVENTS SUBSEQUENT TO BALANCE DATE

At the date of this report, apart from the foregoing, the Directors are not aware of any other matter or circumstance not otherwise dealt with in this report or the financial statements, that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years other than the following:

On 20 August 2004, the Company announced a private placement of 4 million shares at 25.0 cents each to raise \$1 $(a)$ million.

INDEMNIFICATION OF OFFICERS AND AUDITORS

The consolidated entity has not, during or since the financial period, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred by such an officer or auditor, excluding the effect of the Company's Directors' & Officers' Insurance policy.

OPTIONS

During the financial year and up to the date of this report, the Company issued no options to Directors.

At the date of this report the Company had the following options on issue:

Expiry Date	Exercise Price AUD	Number of Options
14 September 2004	30 cents	500,000
31 May 2005	30 cents	800,000
31 May 2006	40 cents	700.000
17 July 2006	36 cents	120,000
17 July 2006	43 cents	120.000
17 July 2006	50 cents	120.000
20 August 2006	20 cents	27,448,001
27 April 2007	36 cents	105,000
27 April 2007	42 cents	105,000
		30.018.001

DIRECTORS' INTERESTS

The following table sets out the Directors' relevant interests in shares and options in the Company or a related body corporate as at the date of this report:

Director	Fully Paid Ordinary Shares	Listed Options	Unlisted Options
Pieter W Greeff	112.500	33,333	750,000
Andrew J Drummond *	2,934,398	983.542	750,000
Murray G Pollock	11,403,085	3.750.477	$\tilde{\phantom{a}}$
Chris P Melloy	70.000	23.333	$\omega$
David M Macoboy	100,000	$\blacksquare$	$\omega$
	14,619,983	4.790.685	1,500,000

$\hat{\mathbf{x}}$ A further 8.0 million shares and 2.7 million listed options are held by adult members of Mr Drummond's family.

DIRECTORS' MEETINGS

Of the nine Directors' meetings held during the year ended 30 June 2004 the details of Directors attending were as follows:

Director	No. of Meetings Held	No. of Meetings Attended
Pieter W Greeff	9	8
Andrew J Drummond	9	9
Murray G Pollock	9	9
Chris P Melloy	9	8
David M Macoboy	9	8

In addition three circular resolutions were passed during the financial year.

DIRECTORS' AND EXECUTIVES' REMUNERATION

The Directors and Executives are remunerated based on the provision of services provided to the Company for executive management and for their services as Directors and Executive Officers. Remuneration levels are set with reference to industry and market conditions having regard to the size, nature and volume of operations and overall market capitalisation of the Company.

Non-executive Directors' fees are determined by the Company in general meeting, and other consulting services are set as described in the Corporate Governance Statement.

Details of remuneration provided to Directors and Executives during the year ended 30 June 2004 are as follows:

	Consultina Services / Salaries	Superannuation	Motor Vehicles	Options	Directors' Fees	Total
		\$			s.	\$
Directors
Andrew J Drummond	180.196	16.218	7.568			203,982
Pieter W Greeff		2,250	$\overline{\phantom{a}}$		25,000	27,250
Murray G Pollock	$\overline{\phantom{a}}$	1,800	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	20,000	21,800
Chris P Melloy *	$\tilde{\phantom{a}}$	w	$\tilde{\phantom{a}}$	٠	20,000	20,000
David M Macoboy		1.650	$\overline{\phantom{a}}$	$\blacksquare$	18.333	19,983
Executive
lan Kerr	200,000	18,000	6.058	9,232		233,290
	380,196	39,918	13,626	9.232	83,333	526,305

* Director's fees in respect of Mr Melloy were paid to the Lion Manager, a company with which he has a beneficial interest.

Options Granted to Directors and Senior Executives

Options granted to Directors and senior executives have been disclosed in note 25 to the financial report.

Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations Act 2001.

On behalf of the Directors,

Andrew J Drummond Director

Dated at Perth on this 22nd day of September 2004

CORPORATE GOVERNANCE

INTRODUCTION

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below.

The following additional information about the Company's corporate governance practices is in the process of being set out on the Company's website at www.westoniamines.com.au:

Corporate governance disclosures and explanations;
Statement of Board and Management Functions:
summary of code of conduct for Directors and key Executives; ٠
summary of policy on securities trading;
Audit Committee Charter; $\bullet$
summary of arrangements regarding communication with and participation of shareholders; and
Corporate Code of Conduct.

EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS

During the year ended 30 June 2004, the Company has complied with each of the Ten Essential Corporate Governance Principles¹ and the corresponding Best Practice Recommendations as published by the ASX Corporate Governance Council ("ASX Principles and Recommendations"), other than in relation to the matters specified below.

Principle Reference	Recommendation Reference	Notification of Departure	Explanation for Departure
	1.1	Formalisation and disclosure of the functions reserved to the Board and those delegated to management occurred subsequent to the end of the financial year.	Subsequent to the end of the financial year, the Company achieved compliance. Prior to this time the functions were delegated as now disclosed but without formalisation and disclosure.
1	1.1B	Formal letters of appointment have been distributed to Directors subsequent to the end of the financial year.	Prior to the distribution of letters to Directors, Directors' appointments were made in accordance with requirements at the time of their appointment. The requirement for appointment letters is new and the Company is now in compliance.
$\overline{2}$	2.1	Mr Pieter Greeff, Non-Executive Chairman and Mr David Macoboy, Non-Executive Director are independent in accordance with the test in box 2.1 of the best practice recommendations as published by the ASX Corporate Governance Council ("Independence Test"). However the Company does not have a majority of independent Directors, with two of the five Board members being independent.	The Board considers that the current composition of the Board is adequate for the Company's size and operations, and includes an appropriate mix of skills and expertise, relevant to the Company's business of mineral exploration.
$\overline{2}$	2.4	A separate nomination committee has not been formed.	The Board considers that the selection and appointment of Directors should be the responsibility of the full Board and that no benefits or efficiencies are to be gained by delegating this function to a separate

A copy of the Ten Essential Corporate Governance Principles and Best Practice Recommendations are set out on the Company's website under the section entitled "Corporate Governance".

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE

Principle Reference	Recommendation Reference	Notification of Departure	Explanation for Departure
$\overline{3}$	3.1	Subsequent to the end of the financial year, a code of conduct has been adopted.	committee. Subsequent to the end of the financial year, the Board has been in the process of reviewing a Nomination Committee Charter which will formalise the functions of the Board when considering those matters and issues that would have otherwise been considered by a nomination committee. Although prior to the end of the financial year, there was no formal code of conduct, the Board is of the view that the conduct of each Board member and key executive was at all times consistent with the formal code of conduct adopted since the end of the financial year.
4	4.3	The Audit Committee comprises of David Macoboy as Chairman, Murray Pollock and the Company Secretary, who acts as the secretary to the Audit Committee. Therefore the composition of the Company's Audit Committee was less than the minimum three member composition required under best practice recommendation 4.3. As Mr Pollock is not an independent Director, the audit committee also did not comprise of a majority of independent Directors.	The Board considers that the current structure of the Audit Committee is appropriate given the current size and structure of the Company. The members of the Audit Committee possess the requisite financial expertise and industry experience necessary to effectively carry out the Audit Committee's mandate.
5	5.1	Draft policies and procedures, designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance, have been distributed to Directors subsequent to the end of the financial year.	Informal procedures were in place prior to the end of the financial year, which have been formulated into draft policies and procedures subsequent to the end of the financial year.
$\overline{6}$	6.1	A formal communications policy was adopted subsequent to the end of the financial year.	Although there were no written policies or procedures, the Managing Director's objectives included ensuring that the Company communicated and actively promoted shareholder involvement in the Company. This included making information available on the Company's website. The policy has been documented and disclosed subsequent to the end of the financial year.
7	7.1	Previously the Board has not formalised policies on risk oversight and management.	The Company has developed a framework for risk management which covers financial, operational and organisational risks. During the second half of the Reporting Period, members of the Board participated in a risk management seminar and workshop. The Board intends to develop the risk management strategies developed from this exercise into a comprehensive risk management policy and procedure which will be appropriate for the Company's business. The Company

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE

Principle Reference	Recommendation Reference	Notification of Departure	Explanation for Departure
			therefore expects to be in compliance with best practice recommendation 7.1 in the 2004/2005 financial year.
$\overline{8}$	8.1	The process for evaluation of the Board, individual Directors and key executives was not disclosed during the financial year.	The process was not disclosed, however a review of the functioning of the Board in general did occur by way of an informal review by the Chairman on a six monthly basis. In addition, the Chairman conducted a review of the Managing Director during the financial year by reference to various objectives which had been set in the previous year. The Board proposes to adopt a formal policy during the 2004/2005 financial year.
9	9.1	The Company's remuneration policy was not disclosed during the financial year.	Although the policy was not formalised during the financial year, subsequent to the end of the financial year, the Board has been in the process of reviewing a draft policy.
9	9.2	A separate remuneration committee has not been formed.	The full Board determined the level of remuneration for Directors and executives based on the provision of services to the Company for executive management and for their services as Directors. Remuneration levels were set with reference to industry and market conditions and with regard to the size, nature and volume of operations and overall market capitalisation of the Company.
10	10.1	A formal code of conduct was adopted subsequent to the end of the financial year.	Prior to the adoption of its formal code of conduct, the Board considers that its practices were the equivalent to the formal code of conduct.

IDENTIFICATION OF INDEPENDENT DIRECTORS

The independent Directors of the Company are Mr Pieter Greeff, Chairman, and Mr David Macoboy, non-executive Director.

STATEMENT CONCERNING AVAILABILITY OF INDEPENDENT PROFESSIONAL ADVICE

If a Director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a Director then, provided the Director first obtains approval for incurring such expense from the chairperson, the Company will pay the reasonable expenses associated with obtaining such advice.

NAMES OF NOMINATION COMMITTEE MEMBERS AND THEIR ATTENDANCE AT COMMITTEE MEETINGS

The Board did not meet formally as a nomination committee during the financial year. Any relevant matters however, were discussed on an as required basis from time to time during reqular meetings of the Board.

CORPORATE GOVERNANCE

NAMES AND QUALIFICATIONS OF AUDIT COMMITTEE MEMBERS

The following Directors are members of the Audit Committee:

David Macoboy (Chairman and independent Director):

Mr Macoboy is a Certified Practising Accountant with many years experience in financial roles with various companies including producing mining companies. He is currently Finance Director of Consolidated Minerals Limited.

Murray Pollock (Non-independent and non-executive Director):

Mr Pollock has established and managed several profitable private business concerns predominantly in the mining services industry. Mr Pollock has been involved with several mining and exploration companies primarily as an investor.

NUMBER OF AUDIT COMMITTEE MEETINGS AND ATTENDEES

During the financial year, the Audit Committee held two meetings. All members of the Audit Committee attended all meetings.

CONFIRMATION WHETHER PERFORMANCE EVALUATION OF THE BOARD AND ITS MEMBERS HAVE TAKEN PLACE AND HOW CONDUCTED

During the year ended 30 June 2004, an evaluation of the Board and its members was carried out on an informal basis every six months by the Chairman during the regular Board meetings.

COMPANY'S REMUNERATION POLICIES

Remuneration levels for executives are competitively set to attract the most qualified and experienced Directors and senior executive officers, in the context of prevailing market conditions.

Mr Andrew Drummond, Managing Director, receives a salary plus statutory superannuation and motor vehicle expenses. Mr Drummond's salary is not related to the performance of the Company. The Company also has in place a Directors and officers option scheme which may be used to provide incentives to executive Directors in addition to their base remuneration.

Each of the non-executive Directors receive a fixed fee for their services as Directors. Non-executive Directors' fees not exceeding an aggregate of \$200,000 per annum have been approved by the Company in a general meeting. Messrs Murray Pollock, Chris Melloy and David Macoboy, each being non-executive Directors of the Company, receive Directors' fees of \$20,000. With respect to Mr Melloy, the director's fees are paid to Lion Manager, the management company responsible for the operation of Lion Selection Group. Mr Pieter Greeff, Non-Executive Chairman, receives a fixed fee of \$25,000. There is no direct link between remuneration paid to any of the Directors and corporate performance.

During the financial year, an evaluation of the remuneration levels of the Directors and executives was carried out by the full Board. No director participated in discussions regarding their own remuneration.

There are no termination or retirement benefits for non-executive Directors (other than statutory superannuation).

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004

		Consolidated			Company
	Note	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
Revenue from ordinary activities	2	164,288	179,236	164,288	176,850
Corporate expenses		266,616	120,988	266,616	120,239
Occupancy expenses		108,646	111,038	108,646	111,038
Employee and consultant expenses		339,154	358,341	339,154	358,341
Travel and accommodation expenses		53,835	48,971	53,836	48,971
Exploration expenditure written off		171,592	29,559	171,592	29,559
Other expenses		235,569	77,890	222,096	73,305
Loss from ordinary activities before income tax expense	3	(1,011,124)	(567, 551)	(997, 652)	(564, 603)
Income tax (expense) benefit relating to ordinary activities	4
Net loss attributable to members of the parent entity		(1,011,124)	(567, 551)	(997, 652)	(564, 603)
Total revenues, expenses and valuation adjustments attributable to members of the parent entity and recognised directly in equity		(1,011,124)	(567, 551)	(997, 652)	(564, 603)
Total changes in equity other than those resulting from transactions with owners as owners		(1,011,124)	(567, 551)	(997, 652)	(564, 603)
Basic (loss) per share (cents per share)	5	(1.03)	(0.77)
Diluted (loss) per share (cents per share)	5	(0.78)	(0.60)

The Statements of Financial Performance are to be read in conjunction with the Notes to the Financial Statements.

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2004

		Consolidated		Company
	Note	30 June 2004 \$	30 June 2003 \$	30 June 2004 \$	30 June 2003 \$

CURRENT ASSETS Cash assets	7	1,464,535	6,649,595	1,464,535	6,610,429
Receivables	8	88,285	149,025	88,283	3,115,434
Other	ğ	370,437	10,000	370,439	13,244
TOTAL CURRENT ASSETS		1,923,257	6,808,620	1,923,257	9,739,107
NON-CURRENT ASSETS
Property, plant and equipment	10	2,740,966	123,902	2,740,966	76.652
Mineral properties	11	6.723.966	3,437,559	6,723,966	588,646
Intangible assets	12		26,608
TOTAL NON-CURRENT ASSETS		9,464,932	3,588,069	9,464,932	665,298
TOTAL ASSETS		11,388,189	10,396,689	11,388,189	10,404,405
CURRENT LIABILITIES
Payables	13	223,010	204,695	223,010	204,695
Provisions	14	24,779	15,985	24,779	15,985
TOTAL CURRENT LIABILITIES		247,789	220,680	247,789	220,680
TOTAL LIABILITIES		247,789	220,680	247,789	220,680
NET ASSETS		11,140,400	10,176,009	11,140,400	10,183,725
EQUITY
Contributed equity	15 ₁₅	12,770,544	10,795,029	12,770,544	10,795,029
Accumulated losses	16	(1,630,144)	(619,020)	(1,630,144)	(611, 304)
TOTAL EQUITY		11,140,400	10,176,009	11,140,400	10,183,725

The Statements of Financial Position are to be read in conjunction with the Notes to the Financial Statements.

STATEMENTS OF CASHFLOWS FOR THE YEAR ENDED 30 JUNE 2004

			Consolidated	Company
	Note	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
CASHFLOW FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received		(825, 143) 171,659	(688, 946) 163,396	(785, 917) 171,659	(711, 528) 161,010
Net cash provided by (used in) operating activities	17(b)	(653, 484)	(525, 550)	(614, 258)	(550, 518)
CASHFLOW FROM INVESTING ACTIVITIES Payments for property, plant and equipment Payments to acquire exploration projects		(2,665,672)	(130.511) (423, 582)	(2,665,672)	(88, 146)
Payments for exploration activities Payments for project development Proceeds from disposal of plant and equipment Payments for bonds		(3,258,849) (249, 262) 13,866 (347, 195)	(1,602,139) (20,000)	(3,258,849) (249, 262) 13.886 (347, 195)	(407, 570)
Net cash provided by (used in) investing activities		(6,507,092)	(2, 176, 232)	(6,507,092)	(495, 716)
CASHFLOW FROM FINANCING ACTIVITIES Issue of shares Payments for share issue costs Loans to subsidiary		2,075,516 (100,000)	9.465,334 (481, 312)	2,075.516 (100,000)	9,465,334 (481, 315) (1,327,357)
Net cash provided by (used in) financing activities		1,975,516	8,984,022	1,975,516	7,656,662
Net increase (decrease) in cash held		(5, 185, 060)	6,282,240	(5, 145, 834)	6,610,428
Cash at the beginning of the financial year		6,649,595	367,355	6,610,429	1.
Cash at the end of the financial year	17(a)	1,464,595	6,649,595	1,464,595	6,610,429

The Statements of Cashflows are to be read in conjunction with the Notes to the Financial Statements.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 1.

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

The financial report covers the economic entity of Westonia Mines Limited and controlled entities, and Westonia Mines Limited as an individual parent entity. Westonia Mines Limited is a company limited by shares, incorporated and domiciled in Australia.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Costs are based on the fair values of the consideration given in exchange for assets.

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(a) Principles of consolidation

A controlled entity is any entity controlled by Westonia Mines Limited. Control exists where Westonia Mines Limited 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 Westonia Mines Limited to achieve the objectives of Westonia Mines Limited. A list of controlled entities is contained in Note 23 to the Financial Statements.

All inter-company balances and transactions between the 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.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(b) Income tax

The economic entity adopts the liability method of tax effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences.

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 deferred 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.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any 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 legislation, and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(c) Acquisition of assets

All assets including property, plant and equipment are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributed to acquisition. When equity instruments are issued as consideration, their market value at the date of acquisition is used as fair value.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ₹.

(d) Depreciation and amortisation

The depreciable amount of all fixed assets, including building and capitalised lease assets, but excluding freehold land, is depreciated / amortised over their useful lives to the economic entity. Plant and equipment are depreciated on a diminishing value basis over their useful economic lives. Intangible assets are amortised on a straight line basis. Assets are depreciated from the date of acquisition, or in respect of constructed assets, from the time an asset is completed and held ready for use. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until commercial production commences.

The depreciation and amortisation rates used for each class of assets are:

	Depreciation/Amortisation Rate	Depreciation/Amortisation Rate
Class of Asset	2004	2003
Plant and equipment	$10\% - 33\%$	$10\% - 33\%$
Office equipment	$10\% - 33\%$	$10\% - 33\%$
Goodwill	10%	10%
Motor vehicles	20%	20%
Mine Machinery and Equipment	10%	10%

Depreciation and amortisation rates are reviewed annually for appropriateness.

(e) Going concern

The ability of the economic entity to continue operations and to meet its financial obligations, as and when incurred, is dependent upon the economic entity generating sufficient funds through its normal operations and/or in the successful conclusion of negotiations with financiers or equity investors for additional working capital.

The Directors are of the opinion that, in view of their knowledge of the state of affairs of the economic entity and after taking into consideration the above, the accounts have been appropriately prepared on the concept of "a going concern basis".

Goods and Services Tax ("GST") $(f)$

Revenues, expenses and assets are recognised net of the amount of GST except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the Statements of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(g) Exploration, evaluation and development expenditure

Exploration, evaluation and development costs are accumulated in respect of each separate area of interest.

Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest.

When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 1.

(h) Goodwill

Goodwill represents the excess of the purchase consideration plus incidental costs over the fair value of the identifiable net assets acquired.

Recoverable amount of non-current assets valued on cost basis $(i)$

The carrying amounts of non-current assets valued on the costs basis, other than exploration and evaluation expenditure carried forward (Note 1(g)) are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to the lower amount. The write-down is expensed in the reporting period in which it occurs.

In assessing recoverable amounts of non-current assets, the relevant cash flows have not been discounted to their present value, except where specifically stated.

Tax consolidation $\langle j \rangle$

Effective 1 July 2002, for the purposes of income taxation, the Company and its 100% owned controlled entities elected to form a tax consolidation group.

(k) Earnings Per Share ("EPS")

Basic EPS is calculated by dividing the net profit attributable to members of the parent entity for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the company, adjusted for any bonus issue.

Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus issue.

International Financial Reporting Standards (IFRS) (I)

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the halfyear ending 31 December 2005 and the year ending 30 June 2006.

Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2004.

The Company has conducted a high level review of the likely impact of transition to Australian equivalents to IFRS. The review was conducted by external consultants and reported to the Audit Committee. The Chief Financial Officer has taken on the responsibility to manage the transition to the Australian equivalent of IFRS, including training staff where required and any internal changes necessary to gather all the required financial information.

As the Company has a 30 June year end, priority has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian equivalents of IFRS in the future, and is required when Westonia prepares its first fully IFRS compliant financial report for the year ended 30 June 2006. Set out below are the key areas where accounting policies will change and may have an impact on the financial report of the Company. At this stage the Company has not been able to reliably quantify the impacts on the financial report.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

International Financial Reporting Standards (Continued)

Impairment of assets

Under the Australian equivalent to IAS 36 Impairment of Assets the recoverable amount of an asset is determined as the higher of net selling price and value in use. This will result in a change in the group's current accounting policy which determines the recoverable amount of an asset on the basis of discounted cash flows. Under the new policy it is likely that impairment of assets will be recognised sooner and that the amount of write-downs will be greater. Reliable estimation of the future financial effects of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

Employee benefits

Under AASB 119 Employee Benefits, employer sponsors are required to recognise the net surplus or deficit in their employer sponsored defined benefit funds as an asset or liability, respectively. This will result in a change in the group's current accounting policy which does not currently recognise the net assets/liabilities of the defined benefit fund. Under the new policy, Westonia will be required to recognise an asset of the defined benefit fund for the net surplus based on an actuarial calculation of the position of the fund. The initial adjustment on transition will be through retained earnings and subsequent adjustments will be to net profit or loss for the period. Reliable estimation of the future financial effects of this change in accounting policy is impracticable because the actuarial calculations have not yet been completed as at 30 June 2004.

Share based payments

Under AASB 2 Share Based Payments, the Company will be required to determine the fair value of options issued to employees as remuneration and recognise an expense in the Statement of Financial Performance. This standard is not limited to options and also extends to other forms of equity based remuneration. It applies to all share-based payments issued after 7 November 2002 which have not vested as at 1 January 2005. Reliable estimation of the future financial effects of this change in accounting policy is impracticable as the details of future equity based remuneration plans are unknown.

Income taxes

Under the Australian equivalent to IAS 12 Income Taxes, the Company will be required to use a balance sheet liability method which focuses on the tax effects of transactions and other events that affect amounts recognised in either the Statement of Financial Position or a tax-based balance sheet. The most significant impact will be the recognition of a deferred tax liability in relation to the asset revaluation reserve. Previously, the capital gains tax effects of asset revaluations were not recognised. It is not expected that there will be any further material impact as a result of adoption of this standard.

Exploration and evaluation expenditure

Although not scheduled for adoption on 1 January 2005, as the standard is currently an exposure draft, the IFRS will be of relevance for future reporting periods. Currently entities can carry forward exploration expenditure on separately identifiable areas of interest to the extent that it is 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 economically recoverable reserves. The IASB framework, however, requires probable economic benefits to flow to entities before assets can be recognised. The application of present value techniques will most likely lead to impairment write downs on tenements where a feasibility study has not been completed or where commercial production has not yet commenced.

		Consolidated		Company
		Year ended 30 June 2004 s.	Year ended 30 June 2003 \$	Year ended 30 June 2004 s	Year ended 30 June 2003 \$
2.	REVENUE
	Revenue from operating activities: Interest	164,288	179,236	164,288	176,850
3.	LOSS FROM ORDINARY ACTIVITIES
	(a) Individually significant expenses included in profit from ordinary activities before income tax expense:
	Option fee written off on unexercised purchase of gold processing plant	97.000		97.000
	(b) Net loss from ordinary activities before income tax has been arrived at after charging the following items:
	Depreciation Amortisation	34,063 29,934	9,057 3,326	34,063	8,463
	Mineral exploration expenditure written off	171,592		171,592
	Cost of investment in unit trust written off	13,143		13,143
4.	INCOME TAX EXPENSE
	(a) The prima facie tax payable (tax benefit) on the profit (loss) from ordinary activities before income tax is reconciled to the income tax expense as follows:
	Prima facie tax payable (tax benefit) on the profit (loss) from ordinary activities before income tax at 30%	(303, 338)	(170, 265)	(299, 297)	(169, 381)
	Increase (decrease) in income tax/(tax benefit) due to non assessable/non tax deductible items:
	Legal fees	4,637	6,952	4,637	6,952
	Amortisation of goodwill	8,980	998
	Entertainment FBT expense	2,423 3,496		2,423 3,496

	Future income tax benefit not brought to account	283,802	162,315	288,741	162,429
	Income tax expense (benefit) attributable to profit
	(loss) from ordinary activities

INCOME TAX EXPENSE (Continued)	Consolidated		Company
	Year ended 30 June 2004	Year ended 30 June 2003	Year ended 30 June 2004 5	Year ended 30 June 2003
(b) Future income tax benefit not taken to account
The potential future income tax benefit arising from tax losses and timing differences has not been recognised as an asset because recovery of tax losses is not virtually certain and recovery of timing differences is not assured beyond reasonable doubt.
Tax losses carried forward	460.074	175.272	460.074	175.272

The benefit of future income tax benefit not brought to account will only be obtained if:

(a) the Company and consolidated entity derive future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses to be realised;
(b) the Company and consolidated entity continue to comply with the conditions for deductibility imposed by tax law; and
(c) no changes in tax legislation adversely affect the Company and consolidated entity realising the benefit from the deductions for the losses.

		Consolidated
EARNINGS PER SHARE	2004 Cents per share	2003 Cents per share
Basic earnings (loss) per share Diluted earnings (loss) per share	(1.03) (0.78)	(0.77) (0.60)

Basic earnings per share:

The earnings (loss) and weighted average number of ordinary shares used in the calculation of basic earnings (loss) per share are as follows:

	2004	2003
Loss(a)	(\$1,011,124)	( \$567, 551)
	Number	Number
Weighted average number of ordinary shares	98.380.457	73,905,949

$(a)$ Earnings used in the calculation of basic earnings (loss) per share reconciles to net profit in the statement of financial performance as follows: 2004 2003

		-----

Net profit (loss)	( \$1,011,124)	( \$567, 551)
Earnings (loss) used in the calculation of basic EPS	( \$1,011,124)	( \$567.551)

EARNINGS PER SHARE (Continued) 5.

Diluted earnings per share

The earnings (loss) and weighted average number of ordinary and potential ordinary shares used in the calculation of diluted earnings per share are as follows: $\overline{a}$ $\frac{1}{2}$

	2004	2003
Loss(a)	(\$1,011,124)	$($ \$567.551)
	Number	Number
Weighted average number of ordinary shares and potential ordinary shares (b)	130.347.031	95,261,903

Earnings used in the calculation of diluted earnings (loss) per share reconciles to net profit in the $(a)$ statement of financial performance as follows: DOOA $\sum_{n=1}^{n} a_n$

	2004	2003
Net profit (loss)	( \$1.011.124)	( \$567.551)
Earnings (loss) used in the calculation of diluted EPS	( \$1.011.124)	( \$567.551)

$(b)$ Weighted average number of ordinary shares used in the calculation of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

	2004 Number	2003 Number
Weighted average number of ordinary shares used in the calculation of basic EPS	98.380.457	73.905,949
Options	31,966,574	21.355,954
Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted EPS	130,347,031	95,261,903

		Consolidated		Company
		Year ended 30 June 2004 ŝ	Year ended 30 June 2003 \$	Year ended 30 June 2004 s	Year ended 30 June 2003 \$
6.	REMUNERATION OF AUDITORS Amounts received or due and receivable by auditors for:
	Audit services	10,237	14.055	10,237	14,055
	Other services ш.	1.000		1,000
		11.237	14.055	11.237	14,055
7.	CASH ASSETS
	Cash on hand	686	500	686	500
	Cash at bank Commercial bills receivable	717,357 746,492	672,575 5,976,520	717,357 746.492	633,409 5,976,520
		1,464,535	6,649,595	1,464,535	6,610,429

			Consolidated		Company
		Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
8.	RECEIVABLES
	GST receivable	58,275	113,965	58,275	22,415
	Westonia Mines Unit Trust				3,058,030
	Prepayments	14,224	8,698	14,224	8,698
	Other	15,786	26,362	15,784	26,291
		88,285	149,025	88,283	3,115,434
9.	OTHER ASSETS
	Investments			$\overline{2}$	13,244
	Term and bond deposits receivable	370,437	10,000	370,437
		370,437	10,000	370,439	13,244
10.	PLANT AND EQUIPMENT
	Office furniture and equipment
	At cost	82,830	43,827	82,830	40,827
	Less: Accumulated depreciation	(20, 994)	(7, 173)	(20, 994)	(5,205)
		61,836	36,654	61,836	35,622
	Computer software At cost	7,046	5,706	7,046	5,706
	Less: Accumulated depreciation	(2,858)	(750)	(2,858)	(750)
		4,188	4,956	4,188	4,956
	Motor vehicles
	At cost	71,335	37,728	71,335	37,728
	Less: Accumulated depreciation	(9,763)	(1,654)	(9,763)	(1,654)
		61,572	36,074	61,572	36,074
	Mine machinery and equipment
	At cost	2,627,196	52,997	2,627,196
	Less: Accumulated depreciation	(13, 826)	(6,779)	(13, 826)
		2,613,370	46,218	2,613,370	w.
		2,740,966	123,902	2,740,966	76,652

		Consolidated			Company
		Year ended 30 June 2004 s.	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
10.	PLANT AND EQUIPMENT (Continued)
	Office furniture and equipment
	Carrying amount at beginning of year	36,654	1,147	35.622
	Additions	39,003	40,827	39,003	44,502
	Unit Trust Assets transferred at fair value			1,032
	Disposals				(3,675)
	Depreciation	(13, 821)	(5,320)	(13, 821)	(5,205)
	Carrying amount at end of year	61,836	36,654	61,836	35,622
	Computer software
	Carrying amount at beginning of year	4.956		4.956
	Additions	1.340	5.706	1,340	5,706
	Depreciation	(2,108)	(750)	(2,108)	(750)
	Carrying amount at end of year	4,188	4.956	4,188	4,956
	Motor vehicles
	Carrying amount at beginning of year	36,074		36,074
	Additions	51,789	37,728	51,789	37,728
	Disposals	(15,204)		(15,204)	∩
	Depreciation	(11,087)	(1,654)	(11,087)	(1,654)
	Carrying amount at end of year	61,572	36,074	61,572	36,074
	Mine machinery and equipment
	Carrying amount at beginning of year	46,218	4,122
	Unit Trust Assets transferred at fair value			2,620,417
	Additions	2,574,199	42,575
	Depreciation	(7,047)	(479)	(7,047)
	Carrying amount at end of year	2,613,370	46,218	2,613,370	$\blacksquare$
		2,740,966	123,902	2,740,966	76,652

		Consolidated		Company
		Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 Junei 2003 \$
11.	MINERAL PROPERTIES
	Exploration and evaluation expenditure at cost:
	Carried forward from previous period Incurred during the period Unit Trust exploration expenditure transferred at fair	3,437,559 3,457,999	1,308,692 2,158,426	588,646 342.171	618,205
	value Written off during the period	(171, 592)	(29, 559)	5,964,741 (171, 592)	(29, 559)
	Exploration and evaluation expenditure carried forward to subsequent periods (a)	6,723,966	3,437,559	6,723,966	588.646
(a)	The recovery of the costs of expenditure carried forward is dependent upon the discovery of commercially viable mineral and other natural resource deposits and their development and exploitation or alternatively their sale. The Company's title to certain mining tenements is subject to Ministerial approval and may be subject to successful outcomes of Native Title issues (Note
	$20$ ).
12.	INTANGIBLE ASSETS Goodwill on acquisition Less: Accumulated amortisation	33.262 (33, 262)	33.262 (6,654)
			26,608
13.	PAYABLES
	Trade creditors Other creditors and accruals	157,281 65,729	117,581 87,114	157,281 65,729	117,581 87,114
		223,010	204,695	223,010	204,695

		Consolidated		Company
		Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
14.	PROVISIONS Provision for employee entitlements (a)	24,779	15,985	24,779	15,985
	Number of employees at the year end (b)	3	2	3	$\overline{2}$
15.	CONTRIBUTED EQUITY
	Ordinary shares fully paid	12,770,544	10,795,029	12,770,544	10,795,029
	Movements in share capital: Balance at the beginning of the year: Issue of 25,000,000 shares at \$0.20 pursuant to IPO Share issue costs Issue of shares on exercise of options Issue of 100,000 shares on acquisition of mining tenement	10,795,029 (100,000) 65,515	1,920,352 5,000,000 (625, 656) 1,333 35,000	10,795,029 (100,000) 65,515	1,920,352 5,000,000 (625, 656) 1,333 35,000
	Issue of 12,400,000 shares at \$0.36 each $\tilde{\phantom{a}}$ pursuant to prospectus Issue of 5,012,500 shares at \$0.40 each pursuant to Share Purchase Plan	2,010,000	4,464,000	2,010,000	4,464,000
	Balance at the end of the year	12,770,544	10,795,029	12,770,544	10,795,029
		Consolidated 2004 Number	2003 Number
	Balance at the beginning of the year	95,853,785	58,347,119
	Issue pursuant to prospectus at \$0.20 Issue for acquisition of mining tenement at \$0.35 Issue on conversion of options at \$0.20 Issue pursuant to prospectus at \$0.36	327,567	25,000,000 100,000 6,666 12,400,000

Issue pursuant to prospectus at \$0.36 Issue pursuant to Share Purchase Plan at
$$0.40$

Balance at the end of the year

Terms and Conditions

Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank after all shareholders and creditors and are fully entitled to any proceeds of liquidation.

5,012,500

101,193,852

$\omega$

95,853,785

CONTRIBUTED EQUITY (Continued) $15.$

Options

The Company had on issue the following options as at 30 June 2004, issued to Directors, Employees and Contractors of the Company pursuant to the "Westonia Mines Limited Employees and Contractors Option Plan" ("ECOP").

Number	Exercise Price	Expiry Date
800,000	0.30	31 May 2005
700,000	0.40	31 May 2006
120,000	0.36	17 July 2006
120,000	0.43	17 July 2006
120,000	0.50	17 July 2006
105,000	0.36	27 April 2007
105,000	0.42	27 April 2007

The Company had on issue the following options at 30 June 2004 issued independently of the ECOP:

Number	Type	Exercise Price	Expiry Date
27,448,001	Listed Bonus Options	\$0.20	20 August 2006
500,000	Corporate Adviser Options	\$0.30	14 September 2004

The movement in the Company's options on issue during the year is set out below:

Grant Date	Exercise Price	Expiry Date	Opening Balance	Options Issued	Options Exercised	Options outstanding at the end of the year	Vested at the end of the year
20 August 2002	\$0.20	20 August 2006	27,775,568		(327, 567)	27,448,001	27,448,001
20 August 2002	\$0.30	14 Sept. 2004	500,000			500,000	500,000
7 June 2002	\$0.30	31 May 2005	800,000		a.	800,000	800,000
7 June 2002	\$0.40	31 May 2006	700,000	$\tilde{\phantom{a}}$	a.	700,000	700,000
17 July 2003	\$0.36	17 July 2006	۰.	120,000	┻	120,000	120,000
17 July 2003	\$0.43	17 July 2006		120.000	a.	120,000	120,000
17 July 2003	\$0.50	17 July 2006		120,000		120,000	120,000
27 April 2004	\$0.36	27 April 2007		105,000		105,000	105,000
27 April 2004	\$0.42	27 April 2007	$\overline{\phantom{a}}$	105,000		105,000	105,000
			29.775.568	570,000	(327.567)	30.018.001	30.018.001

		Consolidated		Company
		30 June 2004	30 June 2003	30 June 2004	30 June 2003
16.	ACCUMULATED LOSSES Accumulated losses at the beginning of the financial year	(619,020)	(51, 469)	(611.304)	(46, 701)
	Vesting of accumulated losses of Westonia Mines Unit Trust (a)			(21, 186)
	Net loss attributable to members of the parent entity	(1,011,124)	(567, 551)	(997.652)	(564, 603)
	Accumulated losses at the end of the financial year	(1,630,144)	(619,020)	(1,630,142)	(611, 304)

(a) On 29 June 2004, the assets and liabilities of the Westonia Mines Unit Trust ("WMUT") were vested, resulting in Westonia Mines Limited as holder of 100% of the units of WMUT acquiring 100% of the assets and liabilities and accumulated losses of WMUT.

			Consolidated		Company
			Year ended 30 June 2004 \$	Year ended 30 June 2003 \$	Year ended 30 June 2004 \$	Year ended 30 June 2003 \$
17.		CASHFLOW INFORMATION
	(a)	Reconciliation of cash Cash at end of the financial year as shown in the Statements of Cashflows is reconciled to the related items in the Statements of Financial Position as follows: Cash	1,464,535	6.649.595	1,464,535	6,610,429
	(b)	Reconciliation of cashflow from operations with profit from ordinary activities after income tax: Operating profit (loss) from ordinary activities
		after income tax	(1,011,124)	(567, 551)	(997, 652)	(564, 603)
		Non-cashflows from ordinary activities:
		Depreciation	34,063	9.057	34.063	8,463
		Amortisation	16,791	3,326
		Write off of formation expenses Loss on sale of property, plant and		2.045		2,045
		equipment	659	2.821	659	2.821
		Write off exploration expenditure Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries:	171,592	29,559	171,592	29,559
		(Increase) decrease in receivables
		Increase (decrease) in payables	128,516 6,019	(16.656) 11,849	171,061 6,019	(58, 167) 29,364
		Cash (used in) from operating activities	(653, 484)	(525, 550)	(614, 258)	(550, 518)

EMPLOYEE BENEFITS 18.

Employees' and Contractors' Option Plan

An Employees' and Contractors' Option Plan ("ECOP") has been established, approved by the Board on 18 April 2002, and at the Annual General Meeting on 5 June 2002. The plan permits the Company, at the discretion of the Directors, to grant options over unissued ordinary shares of the Company to eligible Directors, members of staff and contractors as specified in the Plan Rules.

The options, issued for nil consideration, are granted in accordance with performance guidelines established by the Directors of the Company. In exercising their discretion under the rules, the Directors will take into account matters such as the position of the eligible person, the role they play in the Company group, the nature or terms of their employment or contract and the contribution they make to the Company group as a whole.

The options are issued for a specified period and each option is convertible into one ordinary share. The exercise price of the options, determined in accordance with the rules of the plan, is based on the market price of a share on invitation date, grant date, or another specified date after grant close. All options expire on the earlier of their expiry date or termination of the employee's employment.

Options do not vest until a specified period after granting and their exercise is conditional on the consolidated entity achieving certain performance hurdles.

18. EMPLOYEE BENEFITS (Continued)

There are no voting or dividend rights attached to the options. Voting rights will attach to the ordinary shares when the options have been exercised. The options cannot be transferred and will not be quoted on the ASX.

There are currently four Directors, one executive and six staff and contractors eligible for this scheme.

Summary of Options Over Unsecured Ordinary Shares

Details of options over unissued ordinary shares as at the beginning and ending of the reporting period, and movements during the year are set out in note 15.

No options have been exercised in relation to the ECOP during the financial year.

FINANCIAL INSTRUMENTS 19.

(a) Interest rate risk

The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for classes of financial asset and financial liabilities is set out below:

30 June 2004	Weighted average	Floating interest rate	Fixed interest rate	Non-interest bearing	Total
	interest rate			5	\$
Financial Assets
Cash	3.80%	708,066	746,492	9.977	1,464,535
Receivables				88,285	88.285
Other			333.657	36,780	370,437
		708,066	1,080,149	135.042	1,923,257
Financial Liabilities
Accounts payable	u.,		3,776	219,234	223,010
			3.776	219.234	223,010
Net financial assets (liabilities)		708.066	1.076.373	(84, 188)	1,700.247

19. FINANCIAL INSTRUMENTS (Continued)

.	Floating	Fixed	Non-interest	Total
30 June 2003	interest rate	interest rate	bearing	S
Financial Assets
Cash on Hand	662,575	5,986,520	500	6.649.595
Receivables			149.025	149,025
Other		10.000		10,000
	662,575	5.996,520	149.525	6,808,620
Weighted average interest rate Financial Liabilities	4.68%
Accounts Payable			204.695	204.695
			204.695	204.695
Net financial assets (liabilities)	662.575	5.996.520	(55,170)	6.603.925

Reconciliation of net financial assets to net assets

	30 June 2004 S	30 June 2003
Net financial assets as above	1,700,247	6.603.925
Non financial assets and liabilities
Plant and equipment	2,740,966	123,902
Other assets	6,723,966	3,437,559
Mineral properties		26,608
Provisions	(24, 779)	(15,985)
Net assets per balance sheet	11,140,400	10,176,009

(b) Net fair values of financial assets and liabilities

The carrying amounts of all assets and liabilities approximate to fair value.

(c) Credit Risk

The consolidated entity does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements net of any provisions for losses, represents the consolidated entity's maximum exposure to credit risk.

20. CONTINGENT LIABILITIES

In June 1992, the High Court of Australia held in the Mabo case that the common law of Australia recognises a form of Native Title. The full impact that the Mabo decision may have on tenements held by the Company is not yet known. The Company is aware of Native Title claims that have been lodged with the National Native Title Tribunal ("the Tribunal") over several areas in Western Australia in which the Company holds interests. The Native Title claims have been accepted by the Tribunal for determination under section 63(1) of the Native Title Act 1993 (Commonwealth).

Notwithstanding the above, those of the Company's tenements which are the subject of the current feasibility study, were granted prior to Native Title legislation. Any compensation payable in relation to the effect of the grant of any of the tenements upon Native Title rights will be payable by the State of Western Australia.

The Company is responsible for the relocation of plant acquired during the period. An extension has been granted on the initial relocation date to 30 April 2005 at no additional cost to the Company. As part of the purchase agreement: (i) the Company has provided a guarantee to the vendor to a total cost of \$250,000 payable to Big Bell Operations Pty Ltd in the event that the plant not be relocated. The guarantee is secured by a term deposit to the same amount, included in Other Assets - Receivables as at 30 June 2004; and (ii) in the event that the plant is relocated to Westonia, the Company has a commitment to pay an additional amount of \$100,000 to Interquip Ltd.

COMMITMENTS FOR EXPENDITURE $21$

All of the Company's tenements are situated in the State of Western Australia.

In order to maintain an interest in the mining and exploration tenements in which the Company is involved the Company is committed to meet the conditions under which the tenements were granted and the obligations of any joint venture agreements. The timing and amount of exploration expenditure commitments and obligations of the Company are subject to the minimum expenditure commitments required as per the Mining Act, as amended, and may vary significantly from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest.

The obligations for the next financial year are expected to amount to \$384.150 (2003; \$391.580). No estimate has been given of expenditure commitments beyond 12 months as this is dependent on the Directors' ongoing assessment of operations and, in certain instances. Native Title negotiations,

		Consolidated		Company
Non cancelable operating lease exposure commitments	2004	2003	2004	2003
Future operating lease commitments not provided for in the financial statements and payable: Within one year One year or later and no later than five years Later than five years	74.800 208,000	58.800 277,600	74.800 208.000	58.800 277,600
	282,800	336,400	282,800	336.400

The consolidated entity leases property under non cancellable operating leases expiring from two to five years.

22. SUBSEQUENT EVENTS

On 20 August 2004, the Company announced the placement of 4 million shares at 25 cents each to raise \$1,000,000.

Apart from the foregoing, there has not arisen any transaction or event of a material nature likely, in the opinion of Directors, to significantly affect the nature of the operations of the Company subsequent to the end of the financial period.

CONTROLLED ENTITIES 23.

Investments in controlled entities

	Country		Equity Holding (%)
	of Incorporation	30 June 04	30 June 03
Parent Entity:
Westonia Mines Limited	Australia		$\bullet$
Subsidiaries of Westonia Mines Limited:
Westonia Mines Minerals Pty Ltd	Australia	100	100
Westonia Mines Unit Trust	Australia	w	100

$24.$ SEGMENT REPORTING

The Company and consolidated entity operate predominantly in one business and one geographical segment, being mineral exploration activities within Australia. Substantially, all of the consolidated entity's assets are deployed for this purpose.

25. DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Details of specified Directors and specified Executive

Specified Directors: Pieter Greeff - Non-executive Chairman Andrew Drummond - Managing Director Murray Pollock - Non-executive Director Chris Melloy - Non-executive Director David Macoboy - Non-executive Director Specified Executive: Ian Kerr - Project Manager

(b) Remuneration policy

The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, and the executive team. The Board 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. Remuneration levels are competitively set to attract the most qualified and experienced candidates, taking into account prevailing market conditions and individual's experience and qualifications.

Each of the non-executive Directors receives a fixed fee for their services as Directors. There is no direct link between remuneration paid to any of the Directors and corporate performance such as bonus payments for achievement of certain key performance indicators. The aggregate maximum remuneration for all non-executive Directors approved by shareholders in General Meeting, is fixed at \$200,000 per annum. Non-executive Directors' base fees are presently \$20,000 per annum and the Chairman \$25,000 per annum.

(c) Remuneration of specified Directors and specified Executives

	Primary	Post Employment	Motor Vehicle	Equity	Total
	(Salary & Fees)	(Superannuation)		(Options) (i)
	\$	\$	\$	\$	\$
Specified Directors:
Pieter Greeff - 2003	25,000	2,250		$\blacksquare$	27,250
Pieter Greeff - 2004	25,000	2.250		$\pmb{\ast}$	27,250
Andrew Drummond - 2003	165,830	13,125	4,716	$\tilde{\phantom{a}}$	183.671
Andrew Drummond - 2004	180,196	16,218	7,568	$\blacksquare$	203,982
Murray Pollock - 2003	20,000	1,800		٠	21,800
Murray Pollock - 2004	20,000	1,800		$\blacksquare$	21,800
Chris Melloy $-2003$ (i)	20,000			$\blacksquare$	20,000
Chris Melloy - $2004$ (i)	20,000			$\blacksquare$	20,000
David Macoboy - 2004	18,333	1,650		$\blacksquare$	19,983
Total for specified Directors - 2004	263,529	21,918	7,568	$\tilde{\phantom{a}}$	293,015
Total for specified Directors - 2003	230,830	17,175	4,716	$\tilde{\phantom{a}}$	252,721

(i) Director's fees in respect of Mr Melloy were paid to Lion Manager, a company with which he has a beneficial interest.

25. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

(c) Remuneration of specified Directors and specified Executive (Continued)

	Primary	Post Employment	Motor Vehicle	Equity	Total
	(Salary & Fees)	(Superannuation)	\$	(Options)(i)
Specified Executive:
lan Kerr - 2003	61.825	5.564	226		67,615
lan Kerr - 2004	200.000	18.000	6.058	9.232	233,290
Total for specified Executive - 2004	200.000	18.000	6.058	9.232	233,290
Total for specified Executive - 2003	61,825	5.564	226	$\bullet$	67,615

(i) The value of options is calculated at the date of grant using a Black & Scholes option pricing model.

(d) Options over equity instruments granted and vested as remuneration during the year

During the financial year the following options over equity instruments were provided as remuneration. Under the Employee and Contractors Option Plan ("ECOP") the options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity.

Two sets of options were granted in the current year:

on 17 July 2003, a total of 360,000 options were issued to contractors of the company, with an expiry date $\left( i\right)$ of 17 July 2006. These were split into three groups of 120,000 options exercisable at 36 cents, 43 cents and 50 cents respectively; and
on 27 April 2004, at total of 210,000 options were issued with an expiry date of 27 April 2007. $(ii)$ 105,000 are exercisable at 36 cents each and 105,000 at 42 cents each.

The fair value of the options is calculated at the date of grant using a Black & Scholes model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of the options allocated to this reporting period.

The following factors and assumptions were used in determining the fair value of options issued to Directors and specified executives on grant date:

Grant Date	Expiry Date	Fair value per option	Exercise Price	Price of shares on orant date	Estimated Volatility	Risk free interest rate	Dividend Yield
27 April 2004	27 April 2007	\$0.067	\$0.36	\$0.25	50%	5.25%	0%
27 April 2004	27 April 2007	\$0.056	\$0.42	\$0.25	50%	5.25%	0%

Estimated volatility approximates historic volatility. The estimated life of all options granted is three years. Each option entitles the holder to purchase one ordinary share in the Company.

All options expire on the earlier of their expiry date or termination of the employee's employment. Options do not vest until two years after grant date and thereafter exercise is conditional on the consolidated entity achieving certain performance hurdles. The performance hurdle is a blend of the consolidated entity's and each relevant segment's result exceeding, by at least two percent, the three preceding years' average for listed peer entities (further details are available on the Company's website). In determining fair value, it has been assumed that service period requirements will be met and that performance hurdles have an eight percent probability of being met.

No options have been granted since the end of the financial year.

25. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

(d) Options over equity instruments granted and vested as remuneration during the year (Continued)

	Number granted	Number vested
Specified Directors:
Pieter Greeff	$\overline{\phantom{a}}$
Andrew Drummond	÷
Murray Pollock	44
Chris Melloy	÷
David Macoboy
	Number Granted	Number Vested
Specified Executive:
lan Kerr	150,000	150,000

(e) Option holdings of specified Directors and specified Executive

The movements during the financial year in the number of options over ordinary shares issued under ECOP during the year are as follows:

	Held at 1 July 2003	Granted as remuneration	Held at 30 June 2004	Vested and exercisable at 30 June 2004
Specified Directors:
Pieter Greeff - 31 May 2005, 30 cents	400,000		400,000	400,000
Pieter Greeff - 31 May 2006, 40 cents	350,000		350,000	350,000
Andrew Drummond - 31 May 2005, 30 cents	400,000		400.000	400,000
Andrew Drummond - 31 May 2006, 40 cents	350,000		350,000	350,000
Murray Pollock
Chris Melloy
David Macoboy
Specified Executive:
Ian Kerr - 27 April 2007, 36 cents		75,000	75,000	75,000
Ian Kerr - 27 April 2007, 42 cents		75,000	75,000	75,000
Total	1,500,000	150.000	1.650.000	1.650,000

The movements during the reporting period in the number of options over ordinary shares in the Company, held directly, indirectly or beneficially by each specified Director and specified executive including their personally-related entities (excluding ECOP plan issued options) are as follows:

	Held at 1 July 2003	Other changes (i)	Held at 30 June 2004
Specified Directors:
Pieter Greeff	33,333		33,333
Andrew Drummond	958,211	25.331	983,542
Murray Pollock	3.747.144		3.747.144
Chris Melloy	23,333		23,333
Specified Executive: lan Kerr
Total	4,762,021	25,331	4,787,352

$\ddot{ }$ Other changes in option holdings have been entered into under terms and conditions no more favorable than those the entity would have adopted if dealing at arm's length.

DIRECTOR AND EXECUTIVE DISCLOSURES (Continued) 25.

(f) Shareholdings of specified Directors and specified Executives

The movement during the reporting period in the number of ordinary shares of the Company held directly, indirectly or beneficially, by each specified Director and specified executive, including their personally-related entities is as follows:

	Held at 1 July 2003	Other changes (i)	Held at 30 June 2004
Specified Directors:
Pieter Greeff	100.000	12.500	112.500
Andrew Drummond	2.884.740	49.558	2,934,298
Murray Pollock	11.263.023	140.062	11,403,085
Chris Melloy	70.000		70,000
David Macoboy		100,000	100.000
Specified executive: lan Kerr		$\pmb{\mu}$
Total	14.317.763	302,120	14,619,883

(i) Other changes in shareholdings have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm's length.

(g) Other transactions and balances with specified Directors and executives

During the year there were no transactions with specified Directors or their personally-related entities.

26. NON-DIRECTOR RELATED PARTY DISCLOSURES

Ultimate Parent

Westonia Mines Limited is the ultimate parent company.

Wholly-owned group transactions

The controlled entity has made loans to Westonia Mines Unit Trust during the year. The trust assets and liabilities were vested on 29 June 2004. Westonia Mines Limited as trustee for the Westonia Mines Unit Trust was transferred all assets and liabilities of the Westonia Mines Unit Trust on the vesting date.

27. RELATED PARTY TRANSACTIONS

The Company paid \$20,000 to Lion Manager, the management company responsible for the operation of Lion Selection Group, for the services of Mr Chris Melloy as a non-executive Director. Mr Melloy is an executive Director of Lion Manager. Lion Selection Group is a substantial shareholder in Westonia Mines Limited.

Payments were made at commercial rates and on an arms length basis.

WESTONIA MINES LIMITED ABN 35 74 084 669 036 AND CONTROLLED ENTITIES

DIRECTORS' DECLARATION

The Directors of Westonia Mines Limited hereby declare that:

the financial statements and notes of the Company and the consolidated entity are in accordance with the $(a)$ Corporations Act 2001, including:
giving a true and fair view of the Company's and the consolidated entity's financial position as at 30 June $\left{ i\right}$ 2004 and of their performance, as represented by the results of its operations and its cash flows, for the year ended on that date; and
complying with Accounting Standards and the Corporations Regulations; and $(ii)$
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due $(c)$ and payable.

Signed in accordance with a Resolution of the Directors made pursuant to Section 295(2) of the Corporations Act 2001.

On behalf of the Directors:

Andrew J Drummond Director

Dated at Perth this 22nd day of September 2004

INDEPENDENT AUDIT REPORT

To members of Westonia Mines Limited

Scope

The 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 Westonia Mines Limited ("the company") and Westonia Mines Limited ("the consolidated entity"), for the year ended 30 June 2004 as set out on pages 10 to 33. The consolidated entity comprises both the company and the entities it controlled during the year.

The directors of the consolidated entity 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 consolidated entity. 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 judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than Therefore, an audit cannot guarantee that all material conclusive evidence. 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 $\bullet$ 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.

Ian K Macpherson CA

Robert W Parker CA.

Craig A Vivian CA

Sandari Maria Maria Ma

Level 2, 47 Colin Street West Perth WA 6005

PO Box 359 West Perth WA 6872

■ +61 8 9321 3514 $\equiv$ +61 8 9321 3523

[email protected] www.ordgroup.com.au

Chartered Accountants

Audit Opinion

In our opinion, the financial report of Westonia Mines Limited is in accordance with:

(a) the Corporations Act 2001, including:
(i) 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; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.

ORD PARTNERS Chartered Accountants

Ian Macpherson Partner

Dated this 22nd day of September, 2004

Perth, WA

ADDITIONAL ASX INFORMATION

	Schedule of Mineral Properties
Tenement No. and Type	Project	Area	Holder/ Applicant	Shares Held	Status	Expiry Date	Registered Encumbrances
M77/88	WESTONIA MINE	235.4ha	WML	100%	Granted	27/01/08	None
M77/110	WESTONIA MINE	404.3ha	WML	100%	Granted	13/05/08	None
M77/124	WESTONIA MINE	128.0ha	WML	100%	Granted	20/07/08	None
L77/18	WESTONIA MINE	6.4 _ha	WML	100% 192	Granted		None
ELA77/1165	BODALLIN	36 _sh	WML	100%	Pending		None
M77/637	WEST WESTONIA	241.4ha	PRUMM	Option 100%	Granted	23/05/15	None
P77/3001	WEST WESTONIA	121.4ha	WML.	100%	P Granted. MLA pending	24/03/97	None
	22 December 2011
E77/898	DICKS REWARD Ø.	24sb	BUCKNELL	Option 100%	Pending	÷m.	None
E77/516	WESTONIA	46sb	$\sim$ $\sim$ SOG	100%	Granted	16/11/04	None

E77/990	WESTONIA	70sb	SOG	100%	Granted	30/10/05	None
ELA77/1069	WESTONIA	29 _sb	SOG	100%	Pending		None
P77/3300	WESTONIA	9.6 _ha	SOG	100%	Granted	19/09/05	None
P77/3350	WESTONIA	78.0ha	SOG	100%	Granted	23/04/05	None
P77/3351	WESTONIA	77.0ha	SOG	100%	Granted	23/04/05	None
E77/965	WESTONIA	16sb	SOG	100%	Granted	23/07/05	None
ELA77/572	JILBADGIE	26sb	IMAGE	100%	Pending		None
ELA77/1059	JILBADGIE	31 ₅	IMAGE	100%	Pending		None
ELA77/1132	JILBADGIE	23 _sb	IMAGE	100%	Pending		None

Key to Tenement Type:

	- Exploration Licence
--	-----------------------	--

ELA Exploration Licence

LA Exploration Licence

D Miscellaneous Licence

PLA Prospecting Licence

MLA Mining Lease Application

MLA Mining Lease Application

Key to Parties:

WML.		Westonia Mines Limited group
Prumm	$\cdots$	Prumm Corporation Pty Ltd
Bucknell		Mr Walter Bucknell
SOG		Sons of Gwalia Ltd
Image	$\overline{\phantom{a}}$	Image Resources NL

ADDITIONAL ASX INFORMATION

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report. The information was prepared based on share registry information processed up to 15 September 2004.

	Fully Paid Ordinary Shares	Listed Options
Number of holders	557	248
Holders of less than a marketable parcel	51	126
Percentage holdings by twenty largest holders	89.01%	92.14%

Number of holders in the following distribution categories:

			Fully Paid Ordinary Shares	Listed Options
	$\omega$	1.000	19
1.001	$\mathbf{w}$	5.000	137	126
5.001	w.	10,000	136	33
10.001	$\mathbf{u}$	100,000	228	62
100.001	and over		37	18

Twenty Largest Shareholders - Fully Paid Shares
The names of the twenty largest shareholders are as follows:

	Number of Shares	%

Lion Selection Group Ltd	38,546,500	36.64
Goldrich Holdings Pty Ltd	10,006,283	9.51
Mrs Shay Margaret Drummond	8,000,033	7.61
Readco Management Pty Ltd	5,151,532	4.90
Westpac Custodian Nominees Limited	5,130,659	4.88
Pacific Inland Investment Pty Ltd	4,848,501	4.61
ANZ Nominees Limited	4,788,620	4.55
Zero Nominees Pty Ltd	4,000,000	3.80
J P Morgan Nominees Australia Limited	3,246,912	3.09
Andrew Drummond & Associates Pty Ltd	2,814,640	2.68
Mr John Edmond Read	1,938,235	1.84
Jayleaf Holdings Pty Ltd	1,296,349	1.23
Hooper Bailie Industries Pty Ltd	1,000,000	0.95
Wuudee Australia Pty Ltd	635,500	0.60
R O Stone Pty Ltd	550,000	0.52
Auselect Limited	500,000	0.48
Inmont Pty Ltd	412,500	0.39
Mr John Edmund Read	322,745	0.31
Wuudee Australia Pty Limited	221,500	0.21
Mr William Caldow & Mrs Jeanette Caldow	218,765	0.21
	93,629,274	89.01

WESTONIA MINES LIMITED ABN 35 74 084 669 036 AND CONTROLLED ENTITIES

ADDITIONAL ASX INFORMATION

Twenty Largest Optionholders - Listed Options

The names of the twenty largest optionholders are as follows:

	Listed Number of Options	$\frac{a}{2}$
Lion Selection Group Ltd	11,515,499	41.95
Goldrich Holdings Pty Ltd	3.333.344	12.14
Mrs Shay Margaret Drummond	2,666,677	9.72
Readco Management Pty Ltd	1,717,177	6.26
Pacific Inland Investment Pty Ltd	1,616,167	5.89
Andrew Drummond & Associates Pty Ltd	938,213	3.42
Mr John Edmond Read	812,745	2.96
J P Morgan Nominees Australia Limited	416,666	1.52
Mint Asset Management Pty Ltd	336,999	1.23
Jayleaf Holdings Pty Ltd	310,350	1.13
Mr John Edmund Read	274,248	1.00
Westpac Custodian Nominees Limited	206,866	0.75
Yandal Investments Pty Ltd	200,000	0.73
Clairveaux Pty Ltd	200,000	0.73
Bellmar Holdings Pty Ltd	186,000	0.68
Irrewarra Investments Pty Ltd	139,450	0.51
Inmont Pty Ltd	133,333	0.49
Jayleaf Holdings Pty Ltd	103,450	0.38
Mr John Finnie Dodds	97,382	0.35
Mr Kenneth Sheard	83,332	0.30
	25,287,898	92.14

Substantial Shareholders

In accordance with Section 709(1) of the Corporations Act 2001, the Company had been notified of the following substantial shareholders:

Shareholder	Number of	%
	Shares
Lion Selection Group.	38.546.500	36.64
Goldrich Holdings Pty Ltd	10.006.283	9.51
Mrs Shay Margaret Drummond	8.000.033	7.61

Voting Rights

Ordinary Shares

On a show of hands every member present in person or by proxy or attorney or being a corporation by its authorised representative who is present in person or by proxy, shall have one vote for every fully paid ordinary share of which he is a holder.

Unlisted Options

During the year ended 30 June 2004, 210,000 unlisted options were issued. During the same period no options were converted into ordinary fully paid shares.

Listed Options

During the year ended 30 June 2004, no listed options were issued. During the same period 327,567 options were converted into ordinary fully paid shares.

Options have no voting rights until such options are exercised as fully paid ordinary shares.

AI assistant

EVOLUTION MINING LIMITED — Regulatory Filings 2004

64885_rns_2004-09-21_b7af8a46-4cb8-4647-94eb-37c1b5a1014f.pdf

FINANCIAL REPORT

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

FINANCIAL REPORT

FOR THE YEAR ENDED 30 JUNE 2004

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

CONTENTS

PAGE

CORPORATE DIRECTORY

DIRECTORS

SECRETARIES

REGISTERED OFFICE First Floor

AUDITORS

SHARE REGISTRY

DIRECTORS

Pieter W Greeff (59) - Non Executive Chairman

Andrew J Drummond (53) - Managing Director

Murray G Pollock (56) - Non Executive Director

Chris P Melloy (49) - Non Executive Director

David M Macoboy (55) - Non Executive Director

PRINCIPAL ACTIVITIES

REVIEW OF OPERATIONS

Westonia Gold Project

Westonia Deeps Initiative

Regional Exploration

Financial

CHANGES TO STATE OF AFFAIRS

RESULT OF OPERATIONS

LIKELY DEVELOPMENTS

DIVIDENDS

ENVIRONMENTAL REGULATION

AUDIT COMMITTEE

EVENTS SUBSEQUENT TO BALANCE DATE

INDEMNIFICATION OF OFFICERS AND AUDITORS

OPTIONS

DIRECTORS' INTERESTS

DIRECTORS' MEETINGS

DIRECTORS' AND EXECUTIVES' REMUNERATION

Options Granted to Directors and Senior Executives

CORPORATE GOVERNANCE

INTRODUCTION

EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE

IDENTIFICATION OF INDEPENDENT DIRECTORS

STATEMENT CONCERNING AVAILABILITY OF INDEPENDENT PROFESSIONAL ADVICE

NAMES OF NOMINATION COMMITTEE MEMBERS AND THEIR ATTENDANCE AT COMMITTEE MEETINGS

CORPORATE GOVERNANCE

NAMES AND QUALIFICATIONS OF AUDIT COMMITTEE MEMBERS

Murray Pollock (Non-independent and non-executive Director):

NUMBER OF AUDIT COMMITTEE MEETINGS AND ATTENDEES

CONFIRMATION WHETHER PERFORMANCE EVALUATION OF THE BOARD AND ITS MEMBERS HAVE TAKEN PLACE AND HOW CONDUCTED

COMPANY'S REMUNERATION POLICIES

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004

WESTONIA MINES LIMITED ABN 74 084 669 036 AND CONTROLLED ENTITIES

STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2004

STATEMENTS OF CASHFLOWS FOR THE YEAR ENDED 30 JUNE 2004

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 1.

(a) Principles of consolidation

(b) Income tax

(c) Acquisition of assets

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ₹.

(d) Depreciation and amortisation

(e) Going concern

Goods and Services Tax ("GST") $(f)$

(g) Exploration, evaluation and development expenditure

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 1.

(h) Goodwill

Recoverable amount of non-current assets valued on cost basis $(i)$

Tax consolidation $\langle j \rangle$

(k) Earnings Per Share ("EPS")

International Financial Reporting Standards (IFRS) (I)

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of assets

Employee benefits

EVOLUTION MINING LIMITED Regulatory Filings 2004