GATEWAY MINING LIMITED — Annual Report 2012

Sep 27, 2012

GATEWAY MINING LIMITED ABN: 31 008 402 391

DIRECTORS’ REPORT

Your directors present their report on the company for the financial year ended 30 June 2012.

DIRECTORS

The names and details of the directors of the company in office at any time during or since the end of the year are:

Names, Qualifications, Experience and Special Responsibilities

Brian Gomez ( Non-Executive Chairman) B.Sc (Earth Sciences) from Macquarie University

Appointed Chairman in 1995. Board member since 1995. Brian has been analysing and writing about resource projects and issues in Australia and internationally for more than two decades. He has acted in a corporate advisory capacity to a number of listed and unlisted resource companies and delivered papers at International Conferences. Brian is a former Jefferson Fellow at the East West Center in Honolulu and a Fellow of the Institute of Company Directors.

Robert A.Creelman (Non-Executive Director) BA.MSc (Hons), PhD., F.Aust.IMM.CP (Geol)

Board member since 1994. Dr Creelman is a Fellow of the Australian Institute of Mining and Metallurgy, and a Certified Professional (Geology) with the Institute. He has had over 30 years experience in the geosciences and allied engineering disciplines and has been a director of public companies involved in exploration and mining.

He has in the past been in CSIRO involvement in the development of automated mineralogy for the minerals industry. Through his consultancy, he has been involved in exploration for gold, base metals, fuel and platinum resources.

Mark J Lynch (Non-Executive Director) FAICD

Appointed Board member on 29 November 2010. Mark has been actively involved in gold exploration and mining for over 28 years with extensive experience in mine operation and management.

He is a Fellow of the Australian Institute of Company Directors and has held the position of Director of Queensland Resources Council for 6 years. He is currently the managing Director and CEO of Citigold Corporation Limited, a public listed resource company on the Australian Stock Exchange.

Directors and Specified Executives (being key management personnel) Interests

As at the date of this report, the interests of the directors and specified executives in the shares and options of the company were:

of the company were:
_Directors: _	Ordinary shares:	Options over ordinary shares:
B.Gomez	363,750	-
R.A.Creelman	393,000	-
Mark Lynch(Indirect)	56,744,321	-
_Specified Executives: _	Ordinary shares:	Options over ordinary shares:
S.Lian	1,486,978	-

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GATEWAY MINING LIMITED ABN: 31 008 402 391

COMPANY SECRETARY

Mr. Anthony C. deGovrik – Solicitor. Mr. deGovrik also acts as the company solicitor and was appointed company secretary on 8 October 1992.

PRINCIPAL ACTIVITIES

The principal activities of the company during the financial year were resource exploration and investment. There were no significant changes in the nature of the activities of the company that occurred during the year.

RESULTS AND DIVIDENDS

The loss of the company for the financial year after providing for income tax amounted to $1,692,672. No dividends have been declared or paid during the year.

REVIEW OF OPERATIONS

Activities by the company were concentrated on the Gidgee Project in Western Australia, where further EM surveying and RC drilling have confirmed the prospectivity for additional gold mineralisation related to the Montague Granodiorite, and Volcanogenic Massive Sulphide (VMS) base and precious metal mineralisation in the greenstones.

This work has largely been operated by Gateway, with Avenue Resources withdrawing from two Joint Ventures over a number of the tenements in April 2012.

Aircore and RC drilling carried out by both Avenue and Gateway in the 2011 financial year had confirmed the prospectivity of a number of prospects, including, amongst others The Cup, Gossans Galore and Gravel Pit (VMS mineralisation) and Rosie NE (gold mineralisation).

Work during the reporting period included infill and extensional EM surveying, RC drilling, ground mapping and rock chip sampling. In addition a lithogeochemical study was undertaken on assay data from a number of drill holes within the tenements. The purpose of this was to characterise alteration and rock types, including weathered material where visual recognition of features, especially alteration, can be difficult. This work recognised VMS style alteration and felsic and mafic volcanic lithologies in the key VMS prospects.

Reconnaissance mapping and sampling extended the Birthday Zone, a 5km long zone of gossans and base and pathfinder element anomalism on the eastern side of the Montague Granodiorite. At Bungarra reconnaissance work identified a number of copper and zinc geochemical trends.

Results of EM surveying completed during the year were incorporated with previous surveys, and an interpretation has resulted in a number of clear trends being identified. These include, amongst others, zones at Gossans Galore and Gravel Pit that require further testing.

RC drilling was carried out at a number of prospects. At The Cup drill-hole GRC209 intersected 25m @ 0.63% copper, 100m downdip from hole GRC199, which returned 41m @ 0.53% copper. The Cup still remains open in all directions. Drilling at Julia’s Fault and Hypotenuse intersected significant thicknesses of massive and massive sulphides with anomalous base and precious metal and pathfinder anomalism.

In summary, the work carried out confirmed the prospectivity of the tenements, and has defined a number of priority drill targets.

The Cowra tenements were relinquished subsequent to the end of the reporting period, following Minotaur Exploration’s earlier withdrawal from a joint venture.

The company disposed of its interests in the Hodgkinson Basin tenements EPM9934 and 10026 to Territory Minerals Pty Ltd.

No work was carried out over Surprise EPM9053 in Queensland.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

DIRECTORS’ REPORT (continued)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS AND FINANCIAL POSITION

On 19 December 2011, the company raised $368,000 via a placement of 16 million shares at 2.3 cents per share with 1.8 free attaching option for each share issued at an exercise price of two cents per share expiring 15 November 2014.

ENVIRONMENTAL REGULATION

The company’s operations are subject to various environmental regulations under State regulations. The directors are not aware of any material breaches during the financial year.

SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

On 7 September 2012, shareholders authorised the company to issue up to a maximum of 100 million ordinary shares at 5 cents per share to raise $5,000,000.

The company further received a Notice of Exercise in respect of 5,750,000 options (out of a total of 7,000,000 options which expired on 1 September 2012). The exercise price was 4 cents per share and this has injected $230,000 of additional funds into the company. The balance of 1,750,000 options were not exercised and have expired.

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

The directors believe, on reasonable grounds, that it would unreasonably prejudice the interests of the company if any further information on likely developments, future prospects and business strategies in the operations of the company and the expected results of these operations, were included herein.

SHARE OPTIONS

At the date of this report, there were 35,800,000 options (2011 – 25,500,000).

No of options 7,000,000 28,800,000	Exercise price 3.8 cents 2.0 cents	Expiring on or before
		15 April 2014 15 November 2014

7,000,000 options with an exercise price of 10 cents expired on 7 October 2011. 4,000,000 options with an exercise price of 30 cents expired on 30 November 2011. 5,750,000 options with an exercise price of 4 cents were exercised before expiry date 1 September 2012 1,750,000 options with an exercise price of 4 cents expired on 1 September 2012.

EMPLOYEES

There were 2 employees as at 30 June 2012 (2011 - 2)

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GATEWAY MINING LIMITED ABN: 31 008 402 391

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT

Directors’ and Specified Executives (being key management personnel) Remuneration

The company’s policy for determining the nature and amount of emoluments of board members and executives is as follows:

Company officers and directors are remunerated to a level consistent with the size of the company. The company’s aim is to remunerate at a level that will attract and retain suitably qualified directors and employees.

The remuneration of non-executive directors is determined by the Board within the maximum amount approved by the shareholders of the company from time to time. This remuneration is by way of a fixed fee and supplemented by the issue of incentive options as approved by shareholders in a general meeting of the company.

The remuneration structure for executive officers is based on a number of factors including experience of the individual concerned and their overall performance. The contracts for service between the company and executives are on a continuing basis the terms of which are not expected to change in the immediate future.

No remuneration is linked to the current performance of the company. This may change in time.

Directors’ Remuneration

	Short-term benefits	Short-term benefits	Short-term benefits	Post-employment benefits	Share- based payments	Total
Non-executive Directors:	Fees	Non-monetary benefits	Other short- termbenefits	Super- Contribution	Options
	$	$	$	$	$	$
B. Gomez	25,000	-	-	-	-	25,000
R.A. Creelman	28,600	-	-	-	-	28,600
Mark. J. Lynch	20,000	-	-	-	-	20,000
		-	-	-	-	-
	73,600	-	-	-	-	73,600

Specified Executives Remuneration

		Short-term benefits	Short-term benefits		Post- employment benefits	Share- based payments	Total
	Cash Salary	Fees	Non- monetary benefits	Other short-term benefits	Super- Contribution	Options
	$	$	$	$	$	$	$
S. Lian(CEO)	120,000	-	-	9,000	10,800	-	139,800
Allan Pellegrini (Exploration Consultant)	-	121,502	-	1,174	-	-	122,676
Mark.Gordon (Exploration Consultant)	-	24,835	-	-	-	-	24,835
	120,000	146,337	-	10,174	10,800	-	287,311

No termination benefits were paid during the financial year. No options were issued as share based payments during the year.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

DIRECTORS’ REPORT (continued)

Related Party Transactions

Since the end of the previous financial year, other than the remuneration disclosed above, no director has received any benefits.

DIRECTORS’ MEETINGS

During the financial year, 5 meetings of directors (including committees) were held. Attendances were:

Attendances were:
	Meetings eligible to	Meetings attended
	attend
B. Gomez	5	5
R.A.Creelman	5	3
Mark Lynch	5	4

The company does not have an Audit Committee as this function is performed by the Board of Directors.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Gateway Mining Limited support and adhere to the principles of corporate governance. These principles have been formalised by the Board in the corporate governance statement contained in the additional ASX information section of the annual report.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

NON-AUDIT SERVICES

There were no non-audit services performed by the external auditor during the financial year.

AUDITOR INDEPENDENCE DECLARATION

The auditor independence declaration for the year ended 30 June 2012 has been received and can be found on page 6 of this financial report.

INDEMNIFYING OFFICERS OR AUDITOR

The company has paid a premium to insure the directors and officers of the company. The insurance premiums relate to:

• Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and

• Other liabilities that may arise from their position, with the exception of conduct involving a willful breach of duty or improper use of information or position to gain a personal advantage.

This directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors.

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Brian Gomez

Director

Dated this 28[th] day of September 2012 Sydney

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GATEWAY MINING LIMITED ABN: 31 008 402 391

AUDITORS INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF GATEWAY MINING LIMITED

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2012 there have been:

• (1) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

• (2) no contraventions of any applicable code of professional conduct in relation to the audit.

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Liability is limited by a scheme approved under Professional Standards Legislation

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GATEWAY MINING LIMITED ABN: 31 008 402 391

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012

Earnings per share NOTE Revenue 2 Depreciation and amortisation expense 3 Employee benefits expense Professional services rendered Office expenses Compliance fees Share registry fees Travel and entertainment expenses Write-off of capitalised exploration expenditure 3 Loss on disposal of financial assets Other expenses Loss before income tax Income tax expense 4 Loss for the year 14 Other comprehensive income: Net loss on revaluation of financial assets available for sale Other comprehensive loss for the year, net of tax Total comprehensive loss for the year attributable to members of the company Basic earnings per share 6 Diluted earnings per share 6	2012$
	7,970 (1,453) (188,389) (105,855) (54,269) (18,308) (15,454) (38,298) (1,147,072) (97,964) (33,580)
	(1,692,672) -
	(1,692,672)

The accompanying notes form part of these financial statements

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GATEWAY MINING LIMITED ABN: 31 008 402 391

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

NOTE ASSETS CURRENT ASSETS Cash and cash equivalents 17b Trade and other receivables 7 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 7 Financial assets 8 Plant and equipment 9 Capitalised exploration and evaluation expenditure 10 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 11 Provisions 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 13 Reserves 15 Accumulated losses 14 TOTAL EQUITY	2012 $		2011$
	125,641 88,061		199,197 80,625
	213,702		279,822
	12,608 81,040 3,623 8,210,108		12,608 573,941 5,076 8,880,254
	8,307,379		9,471,879
	8,521,081		9,751,701
	234,978 48,965		67,072 27,032
	283,943		94,104
	283,943		94,104
	8,237,138		9,657,597
	22,823,980 233,232 (14,820,074)		22,478,060 306,939 (13,127,402)
	8,237,138		9,657,597

The accompanying notes form part of these financial statements

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GATEWAY MINING LIMITED ABN: 31 008 402 391

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012

NOTE CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest and other income received NET CASH USED IN OPERATING ACTIVITIES 17a CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments Purchase of plant and equipment Purchase of listed securities Purchase of unlisted securities Expenditure on mining interests NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares Placement fees Proceeds from unsecured loan NET CASH PROVIDED BY FINANCING ACTIVITIES NET (DECREASE) INCREASE IN CASH HELD Cash and cash equivalents at beginning of financial year CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 17b	2012$		2011 $
	(391,750) 7,970		(440,196) 9,472
	(383,780)		(430,724)
	324,980 - (3,750) - (476,926)		532,157 (1,152) (110,534) (17,281) (394,809)
	(155,696)		8,381
	368,000 (22,080) 120,000		617,500 (31,600) -
	465,920		585,900
	(73,556)		163,557
	199,197		35,640
	125,641		199,197

The accompanying notes form part of these financial statements.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

STATEMENT OF CHANGES IN EQUITY FOR THE ENDED 30 JUNE 2012

Balance at 1.7.2010 Share issued during the year Transaction costs Total other comprehensive loss for the year Loss at attributable to members of the company Balance at30.06.2011 Shares issued during the year Transaction costs Total other comprehensive loss for the year Loss attributable to members of the company Balance at 30.06.2012	Issued **capital **	Accumulated losses	Financial asset revaluation reserve	Share Based payments reserve	**Total **
	$ 21,892,160 617,500 (31,600) - -	$ (12,730,713) - - - (396,689)	$ 175,366 - (1,427) -	$ 133,000 - - -	9,469,813 617,500 (31,600) (1,427) (396,689)
	22,478,060	(13,127,402)	173,939	133,000	9,657,597
	368,000 (22,080) - -	- - - (1,692,672)	- - (73,707) -	- - - -	368,000 (22,080) (73,707) (1,692,672)
	22,823,980	(14,820,074)	100,232	133,000	8,237,138

The accompanying notes form part of these financial statements.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

This financial report covers the financial statements and notes of Gateway Mining Limited as an individual entity.

The financial statements were authorised for issue on 28 September 2012 by the directors of the company.

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The company is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

Australian Accounting Standards (AASB) set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for the cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected noncurrent assets, financial assets and financial liabilities.

a. Income Tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Goods and Services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

c. Plant and Equipment

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(n) for details of impairment).

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Depreciation

The depreciable amount of all plant and equipment is depreciated on a reducing balance basis over the asset’s useful life to the company commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset: Depreciation rate: Plant and equipment 8 to 40%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the statement of comprehensive income. When revalued assets are sold, amounts included in the revaluation reserves relating to that asset are transferred to retained earnings.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Financial instruments

Initial recognition and initial measurement

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method or cost.

Fair Value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets either designated as such or that are not classified in any of the other categories of financial assets due to their nature. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any remeasurements other than impairment losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period.

Impairment

At the end of each reporting date, the company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the company no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled or have expired.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Exploration and Development Expenditure

Exploration, evaluation and development expenditure incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

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

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

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area of interest.

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

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

No provision for restoration work has been made at this stage.

f. Cash and cash equivalents

Cash and cash equivalents include cash on hand and deposits held at call with banks or financial institutions.

g. Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Provision for employee benefits is classified under Provisions instead of Trade and Other Payables as per last year.

h. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

The following specific recognition criteria must also be met before revenue is recognised: Interest revenue is recognised when the company controls the right to receive interest payments. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. All revenue is stated net of the amount of goods and services tax (GST).

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

i. Employee benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows, including on-costs, to be made for those benefits.

j. Leases

Leases are classified at their inception as either operating or financial leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense in the period in which they are incurred.

Finance leases

The company is not a party to any finance leases.

k. Earnings per share

Basic earnings per share is determined by dividing the net profit or loss attributable to members by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share adjusts the figure used in determining earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.

l. Sundry payables and accruals

Recognition is based upon amounts to be paid in the future for goods and services received, whether or not billed to the company.

m. Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the company. Any transactions costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

n. Impairment of Assets

At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is expensed to the statement of comprehensive income.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

o. Critical accounting estimates and judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on historical trends and economic data, obtained both externally and within the company.

Key estimates – Impairment

The company assesses impairment at the end of each reporting period by evaluating conditions specific to the company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.

Plant and equipment, deferred exploration and evaluation expenditure and financial assets have been reviewed by the company. No impairment losses were taken up for plant and equipment and financial assets for the financial year ended 30 June 2012. A write off of capitalised exploration and evaluation expenditure of $1,147,072 was taken up for the financial year ended 30 June 2012.

Key judgments – Exploration and Evaluation Expenditure

The company capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such capitalised expenditure is carried at the end of the reporting period at $8,210,108.

p. New accounting standards for application in future periods

The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods. The company has decided not to early adopt any of the new and amended pronouncements and do not expect the adoption of these standards to have any significant impact on the reported position or performance of the company.

16

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE NOTE 2: REVENUE Non-operating activities Interest received 2a Joint venture administration fees Gain on disposal of non-current investments Total revenue a. Interest revenue from: - other persons Total interest revenue NOTE 3: LOSS FOR THE YEAR a. Expenses Depreciation of non-current assets: - plant and equipment Rental expense on operating leases: - minimum lease payments b. Significant Expenses The following significant expense item is relevant in explaining the financial performance: Write off of capitalised exploration expenditure	2012$
	917 7,053 -
	7,970
	917
	917

17

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 4: INCOME TAX EXPENSE The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax expense as follows: Prima facie tax payable (benefit) on profit (loss) from ordinary activities before income tax at 30% (2011 – 30%) Income tax expense (benefit) arising from profit (loss) Benefit of tax loss not brought to account Income tax expense attributable to company	2012$		2011$
	(507,801)		(119,006)
	(507,801) 507,801		(119,006) 119,006
	-		-

As at the end of the reporting period, the company has carry-forward tax losses of $17,360,902. The potential net future tax benefits have not been brought into account.

This future income tax benefit will only be obtained if:

(a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;

(b) the conditions for deductibility imposed by tax legislation continue to be complied with; and

(c) no change in tax legislation adversely affects the company in realising the benefit.

18

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 5: AUDITORS’ REMUNERATION Remuneration of the auditor of the company for: - auditing or reviewing the financial report NOTE 6: EARNINGS PER SHARE a. Reconciliation of earnings to profit or loss Loss Loss attributable to non-controlling equity interest Earnings used in the calculation of basic and dilutive earnings per share b. Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share c. Effect of dilutive securities: Share options Weighted average number of ordinary shares outstanding during the year used in calculation of dilutive earnings per share	2012$	2012$	2011$
	27,400		18,000
	(1,692,672) -		(396,689) -
	(1,692,672)		(396,689)
	No of shares		No of shares
	149,851,044		122,988,715
	35,800,000		25,500,000
	186,651,044		148,488,715

19

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012
Note NOTE 7: TRADE AND OTHER RECEIVABLES CURRENT Security deposits Goods & services tax receivable 7a NON-CURRENT Security deposits 7a	2012$		2011$
	70,567 17,494		69,741 10,884
	88,061		80,625
	12,608		12,608
	12,608		12,608

Current security deposits are mining bonds and have a floating interest rate, which has averaged 3.8% for the year (2011 – 6.3%). Non-current security deposits are non-interest bearing.

• a. Financial assets classified as trade and other receivables (refer Note 18 ).

NOTE 8: FINANCIAL ASSETS NON-CURRENT

NOTE 8: FINANCIAL ASSETS NON-CURRENT
Available for sale financial assets: Shares in listed corporations – at fair value Shares in unlisted corporation – at cost	50,213 30,827		543,114 30,827
	81,040		573,941

Available for sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity dates attached to these investments.

The fair value of the unlisted available for sale financial asset cannot be reliably measured as variability in the range of reasonable fair estimates is significant. As a result, the unlisted investment is measured at cost. No intention to dispose of any unlisted available-for-sale financial assets existed at the end of the reporting period.

NOTE 9: PLANT AND EQUIPMENT

Plant and Equipment
At cost	99,069	99,069
Accumulated depreciation	(95,446)	(93,993)
Total Plant and Equipment	3,623	5,076
Reconciliation
Reconciliations of the carrying amounts of plant and equipment at the beginning and end of		the current and
previous financial year:
Carrying amount at the beginning of the year:	5,076	6,041
Additions	-	1,152
Depreciation expense	(1,453)	(2,117)
Carrying amount at the end of the financial year	3,623	5,076

20

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 10: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE NON-CURRENT Exploration expenditure capitalised: - exploration and evaluation phases Reconciliation Capitalised expenditure in respect of areas of interest at beginning of the year Additions Write off of capitalised exploration expenditure	2012$
	8,210,108
	8,880,254 476,926 (1,147,072)
	8,210,108

The recoverability of the carrying amount of exploration assets is dependent upon further exploration and exploitation of commercially viable mineral deposits.

Capitalised costs amounting to $476,926 (2011: $394,809) have been included in cash flows from investing activities in the statement of cash flows.

NOTE 11: TRADE AND OTHER PAYABLES

Note

CURRENT Unsecured liabilities Sundry payables and accrued expenses Loan payable 11a	114,978 120,000 234,978
	114,978 120,000	67,072 -
	234,978	67,702

a. Financial liabilities at amortised cost classified as trade and other payables (refer Note 18 ).

NOTE 12: PROVISIONS CURRENT Employee Benefits	48,965
	48,965	27,032

Provision for Long-term Employee Benefits

A provision has been recognised for employee entitlements relating to long service leave. The measurement and recognition criteria relating to employee benefits have been included in Note 1(i).

21

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 13: ISSUED CAPITAL a. Ordinary shares fully paid Balance at beginning of year Issued shares Transaction costs Balance at end of year b. Movements in ordinary shares on issue At the beginning of the financial year Shares issued At end of the financial year	2012$		2011 $
	22,478,060 368,000 (22,080)		21,892,160 617,500 (31,600)
	22,823,980		22,478,060
	No.		No.
	141,872,962 16,000,000		123,372,962 18,500,000
	157,872,962		141,872,962

c. Terms and conditions of ordinary shares

Ordinary shares have the right to receive dividends as declared and, in event of the winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares and amount paid up on the shares held. Ordinary shares entitle their holder to vote, either in person or by proxy, at a meeting of the company.

d. Share options

At 30 June 2012, the details of options issued are as follows:

Number of options 7,500,000 7,000,000 28,000,000	Exercise price per option 4 cents 3.8 cents 2 cents	Expiring on or before
		1 September 2012 15 April 2014 15 November 2014

7,000,000 options with an exercise price of 10 cents expired on 7 October 2011. 4,000,000 options with an exercise price of 30 cents expired on 30 November 2011.

e. Capital Management

The directors control the capital of the company in order to ensure that adequate cash flows are generated to fund its operations and continue as a going concern.

The company’s capital includes ordinary share capital, supported by financial assets. There are no externally imposed capital requirements.

The directors effectively manage the company’s capital by assessing the company’s financial risks and responding to changes in these risks. These responses include share issues.

There have been no changes in the strategy adopted by management since the prior year.

22

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 14: ACCUMULATED LOSSES Balance at the beginning of the financial year Loss attributed to the members of the company Balance at end of the financial year	2012 $ (13,127,402) (1,692,672)		2011 $ (12,730,713) (396,689)
	(14,820,074)		(13,127,402)

NOTE 15: RESERVES

Financial Asset Revaluation Reserve The financial asset reserve records revaluation of financial assets Share Based Payments Reserve Balance at the beginning and end of the financial year	100,232 133,000 233,232
	100,232 133,000	173,939 133,000
	233,232	306,939

The share based payments reserve comprises the value of options granted calculated at grant date using a Black-Scholes model. The options expired on 30 November 2011. No further options were granted as share based payments in the 2012 financial year.

NOTE 16: EXPENDITURE COMMITMENTS

Lease expenditure commitments

Non-cancellable operating leases contracted for but not capitalised in the financial statements:

Payable - not later than 12 months - between 12 months and 5 years - greater than 5 years	- - - -
	- - -	50,256 106,624 -
	-	156,880

The lease on the office premises expired on 30 June 2012. At the date of this report, the lease has not been renewed.

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the company is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements.

23

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 17: CASH FLOW INFORMATION a. Reconciliation of Cash Flow from Operations with Loss after Income Tax Loss after income tax Non-cash flows: - Depreciation - Net loss (gain) on disposal of financial assets - Write off of capitalised exploration expenditure Changes in assets and liabilities: - Increase in other receivables - Increase in sundry payables and accrued expenses - Increase in provisions Cash flow from operations b. Reconciliation of cash Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: - Cash and cash equivalents	2012$
	(1,692,672) 1,453 97,964 1,147,072 (7,436) 47,906 21,933
	(383,780)

24

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 18: FINANCIAL RISK MANAGEMENT

The company’s financial instruments consist mainly of deposits at bank, receivables and payables, and available for sale financial assets.

The company does not have any derivative instruments at the end of the reporting period.

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements are as follows:

Note Financial Assets Cash and cash equivalents17b Trade and other receivables7a Available for sale financial assets8 Financial Liabilities Trade and other payables11a	2012 $	2011 $
	125,641 100,669 81,040	199,197 93,233 573,941
	307,350	866,371
	234,978	67,072
	114,978	67,072

Financial Risk Management Policies

The Board's overall risk management strategy seeks to assist the company in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and reviewed by the directors on a regular basis. These include credit risk policies and future cash flow requirements.

Financial Risk Exposures and Management

The main risks the company is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk.

Interest Rate Risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.

The company does not have fixed rate financial instruments at the end of the reporting period. It only manages floating rate financial instruments.

Liquidity risk

Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities and exploration expenditure. The company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funds are maintained During the 2012 year, the company raised funds through private share placements by issuing ordinary shares.

25

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 18: FINANCIAL RISK MANAGEMENT (continued)

Financial liability and financial asset maturity analysis

The tables below reflect an undiscounted contractual maturity analysis for financial instruments.

Cash flows realised from financial assets reflect management's expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates.

Financial Assets: Cash Receivables & others Security deposits Available for sale financial assets Total anticipated inflows Financial Liabilities: Sundry payables and accruals Loan payable Total expected outflows Net inflow on financial instruments	Maturing with 1 Year 2012 $ 2011 $	Maturing 1 to 5 Years 2012 $ 2011 $	Total 2012 $ 2011 $
	125,641 199,197 17,494 10,884 70,567 69,741 81,040 573,941	- - - - 12,608 12,608 - -	125,641 199,197 17,494 10,884 83,175 82,349 81,040 573,941
	294,742 853,763	12,608 12,608	307,350 866,371
	114,978 67,072 120,000 -	- - - -	114,978 67,072 120,000 -
	234,978 67,072	- -	234,978 67,072
	59,764 786,691	12,608 12,608	72,372 799,299

Credit Risk

The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period, excluding the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the statement of financial position.

The company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the company.

Net Fair Value

The net fair values of listed investments have been valued at the quoted market bid price at the end of the reporting period, adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market the net fair value has been based on cost. For all other assets and other liabilities the net fair value approximates their carrying value.

Sensitivity Analysis

The effect on the company’s results and equity at 30 June 2012 from exposure to interest rates risk at the end of the reporting period would not be material.

26

GATEWAY MINING LIMITED ABN: 31 008 402 391

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 19: KEY MANAGEMENT PERSONNEL (KMP)

Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to any member of the company’s key management personnel for the year ended 30 June 2012.

NOTE 20: COMPANY DETAILS

The registered & principal office of the company is:

Level 7, 249 Pitt Street, Sydney, NSW 2000.

The company’s domicile is in Australia.

The company is incorporated in Australia.

NOTE 21: SEGMENT INFORMATION

The company operates in Australia predominantly in the mineral exploration industry, mainly gold.

NOTE 22: EVENTS AFTER THE REPORTING PERIOD

On 7 September 2012, shareholders authorised the company to issue up to a maximum of 100 million ordinary shares at 5 cents per share to raise $5,000,000.

The company further received a Notice of Exercise in respect of 5,750,000 options (out of a total of 7,000,000 options which expired on 1 September 2012). The exercise price was 4 cents per share and this has injected $230,000 of additional funds into the company. The balance of 1,750,000 options were not exercised and have expired.

27

GATEWAY MINING LIMITED ABN: 31 008 402 391

DIRECTORS’ DECLARATION

The directors of the company declare that:

1. the financial statements and notes of the company as set out on pages 7 to 26, are in accordance with the Corporations Act 2001 and:

2. (a) comply with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and

3. (b) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the company;

4. the directors have been given the declarations required by s 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2012, and

5. in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

==> picture [94 x 50] intentionally omitted <==

Brian Gomez Director

Dated this 28[th] day of September 2012 Sydney

28

GATEWAY MINING LIMITED ABN: 31 008 402 391

INDEPENDENT AUDIT REPORT TO THE MEMEBERS OF GATEWAY MINING LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Gateway Mining Limited, which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration for Gateway Mining Limited at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards (IFRS).

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporation Act 2001. We confirm that the independence declaration required by the Corporation Act 2001 was provided to the directors of Gateway Mining Limited on the same date of this auditor’s report.

Liability is limited by a scheme approved under Professional Standards Legislation

29

GATEWAY MINING LIMITED ABN: 31 008 402 391

INDEPENDENT AUDIT REPORT TO THE MEMEBERS OF GATEWAY MINING LIMITED (continued)

Auditor’s Opinion

In our opinion:

1. the financial report of Gateway Mining Limited is in accordance with the Corporations Act 2001, including:

2. i. giving a true and fair view of the company’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

3. ii. complying with Accounting Standards in Australia and Corporations Regulations 2001;and

4. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the remuneration report included on page 4 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the remuneration report of Gateway Mining Limited for the year ended 30 June 2012, complies with s 300A of the Corporations Act 2001.

==> picture [244 x 235] intentionally omitted <==

Liability is limited by a scheme approved under Professional Standards Legislation

30