GLOBE METALS & MINING LIMITED - Annual Report 2013

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Annual Report 2013

(ABN: 33 114 400 609)

FOR THE YEAR ENDED 30 JUNE 2013

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CORPORATE DIRECTORY	3
CHAIRMAN’S LETTER	4
REVIEW OF OPERATIONS	6
DIRECTORS REPORT	18
CORPORATE GOVERNANCE	39
FINANCIAL STATEMENTS	47
NOTES TO THE FINANCIAL STATEMENTS	52
DIRECTORS DECLARATION	96
INDEPENDENT AUDITORS REPORT	97
ADDITIONAL SHAREHOLDER INFORMATION	99

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Corporate Directory

Non-Executive Chairman

Shao, Yi

Managing Director & CEO

Alistair Stephens

Executive Director & Deputy CEO

Lu, Shasha

Non-Executive Directors

William Hayden Tian, Jingbin Peter Stephens

CFO & Company Secretary

Auditors

PwC - Australia

Level 15 125 St Georges Terrace Perth WA 6000

PwC - Malawi

ADL House 3rd Floor Capital City Lilongwe 3 Malawi

PwC - Mozambique

Pestana Rovuma Hotel Centro de Escritórios, 5° andar Rua da Sé, 114 Maputo Mozambique

Share Registrar

Security Transfers Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

Kerry Angel

Securities Exchange Listing

Principal & Registered Office

Suite 2, Level 1 16 Ord Street West Perth WA 6005 Telephone: (08) 9327 0700 Facsimile: (08) 9327 0798 ABN: 33 114 400 609

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: GBE

Bankers

Westpac 109 St Georges Terrace Perth WA 6000

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Chairman’s letter

On behalf of the Board of Globe, it is my pleasure to present to you the 2013 Annual Report.

Historically the resources sector has been subject to growth and retraction cycles. During this retraction cycle the global resources market is in a challenging position and the industry faces a challenge with commodity prices. With global credit cautious and global growth slow, share prices of all resource companies have been in decline and junior mining companies have suffered the most from this reappraisal. Globe’s share price has been disappointing, but we still have a promising outlook.

Access to equity and debt financing is difficult for most industry participants. Cost reduction is the key industry focus and Globe has decreased its total administration overheads by 74% from last year demonstrating our commitment to cost efficiency.

Despite this challenging external environment, during the year, a number of achievements have been made by Globe with the support from our investors and diligent work of our team.

In this difficult environment Globe is in the process of securing funding of A$11.5m before costs of a convertible note and an underwritten rights issue. This is a great achievement as it provides all shareholders with the first right to contribute to the Company’s growth, provides momentum and security in progressing Kanyika and allows the Company to assess other growth opportunities. I urge all shareholders to participate and vote for approval of this funding at the Annual General Meeting.

Solid progress has been made with the Kanyika Niobium Project Engineering Study. The Environmental Impact Assessment (EIA) has been approved and the Development Agreement is under review by both Globe and the Government of Malawi. It is my view that the agreement requires significant review and negotiation to achieve the best possible outcome for both parties.

Globe is working with a number of Chinese organisations to optimise the Kanyika Niobium Project flow sheet and evaluate alternative treatment pathways for niobium and tantalum recovery. Initial results focussing on flotation have made significant impacts to the project. A demonstration plant is underway to optimise engineering design of flotation and test the viability of a smelter to replace a refinery process.

The Company’s exploration programme has continued to progress, with more exploration work at the Kanyika Niobium, Mount Muambe REE and Chiziro Graphite Projects.

As part of Globes contractual obligations in the “Mount Muambe Acquisition Agreement” with Bala Ussokoti Lda, Globe has initiated a study into the viability of the project. The study was completed at the time of this report and demonstrated that current resources are not commercially viable to extract. As such the Company has decided to write-down the project.

Major Shareholder East China Non-Ferrous Metals Investment Holding Co. Ltd (“ECE”) supported Globe and signed a binding Memorandum of Understanding (“MOU”) to undertake and fund exploration activities relating to Exclusive Prospecting Licences (“EPL”) owned and operated by Globe in Malawi and Mozambique. The funding and technical support from ECE provides a non-dilutive mechanism to increase value across the project portfolio and removes a large portion of the exploration risk while improving success rates.

To improve and strengthen the Company’s senior management and internal control, Globe appointed Mr Alistair Stephens as Managing Director in July 2013. Since Mr Stephens joined Globe as CEO in May 2013, he has provided

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a steadying influence and achieved the stabilisation of the Company through his strong leadership. I believe the appointment of a Managing Director with a strong track record of successful rare metals project development and financing is an important and timely step for the Company to further develop the Kanyika Niobium Project and evolve from an explorer to a producer. I am confident that Mr Stephens’ extensive experience will support Globe’s operational and corporate growth objectives aimed at enhancing shareholder value.

Mr Stephens has indicated that he is focused on optimising the flow sheet and design of the Kanyika project and looking at strategy opportunities to acquire other projects that will enhance the Company’s ability to grow.

While making significant progress in acquiring and exploring high potential projects, Globe will focus on an open and practical strategy that will bring more competitive advantages to the company and benefits for our shareholders.

I recognise that the Company’s share price has suffered along with a broader mining investment market downturn in recent months. However, Globe’s open strategy and continuous improvement is a focus of management. Significant progress has been made on strengthening the internal control, integrating assets and reducing operational cost.

I thank our shareholders, partners, staff and all stakeholders for their on-going support and I look forward to another year of significant milestones being achieved for the Company.

Yours sincerely,

Yi Shao Non-Executive Chairman - Globe Metals and Mining Limited

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Review of Operations

About Globe

Globe is an African-focused resources company with a strategy to become a niobium and tantalum producer in southern and eastern Africa and positioned to assess other growth opportunities through acquisitions.

Globe’s current focus is the Kanyika Niobium Project in Malawi, a resource containing niobium and tantalum products; key additives in sophisticated steels and electronics. The Mineral Resource inventory indicates Kanyika will support a 20 year mine life.

Globe’s corporate head office in Perth, Australia is supported by regional operational offices in Lilongwe and Maputo. The Company has been listed on the ASX since December 2005 (ASX:GBE).

In April 2011, the Company entered into a strategic partnership with East China Mineral Exploration and Development Bureau (ECE), a Chinese State Owned Enterprise with extensive mining operations in China and overseas. ECE is the major shareholder in Globe, and a key partner for Globe’s exploration and development program in Africa.

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Figure 1: Project Location Map

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Highlights

Finance

Cash in bank 30 June 2013: $14.16M
The budget for the 2013/2014 financial year has a 43% reduction in overheads from Australia, China and Africa in comparison to 2012/13.

Corporate

Alistair Stephens is appointed CEO in May 2013 and Managing Director in July 2013
MOU with Major Shareholder “ECE” to fund exploration activity
Share Buyback is complete with the purchase of 5,810,674 Shares for a total cost of $677,451
Withdrawal from participation in the Memba Titanium-Iron Ore joint venture in Mozambique and subsequent write off of the costs associated with the asset of $0.72M.
The costs associated with the Mount Muambe project in Mozambique of $5.1M were written off due to the assessment that the project is not likely to recover its carrying value
Major funding announced 5 September 2013;
Globe will raise a total of approximately A$1.6 million from the issue of Convertible Notes at a premium to the current share price to Apollo Metals Investment Co Limited (“Apollo”); and
Globe will further offer eligible shareholders a non-renounceable rights issue offer at A$0.045 share price, to raise a further A$9.9 million. This has been underwritten by Apollo.

Kanyika Niobium Project

Optimisation studies are realising increases in concentrate grade
Chinese demonstration plant planning underway to optimise process design
Pyro-metallurgical demonstration planned for testing metal alloy production
The Environmental Impact Assessment has been approved
The Government of Malawi have provided Globe with a draft Development Agreement
Community Relocation Action Plan has been developed and will be submitted to the Government of Malawi for review
ECE exploration team commenced regional exploration work at the end of May 2013, undertaking geological mapping and reconnaissance, surface sampling and geophysical surveying

Exploration

Globe has applied to renew the Machinga licence and reduce its size by 55% as per Malawian statutory regulations
Chiziro assay results for 93 rock samples demonstrate widespread mineralisation assaying up to 45% graphite
Globe has completed a study into the commercial viability of the resource at Mount Muambe
Geological mapping and radiometric surveys were completed at Salambidwe

Corporate Social Responsibility

Work at Etandweni Health Post is now complete and it has been transferred to the Department of Health

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Changes in Directors/Management

Mr Alistair Stephens joined Globe as the new Chief Executive Officer on 20 May 2013 and was appointed Managing Director on 8 July. Mr Stephens will be responsible for managing, developing and delivering the Company’s strategy which is currently focused on completing risk management assessment of the Engineering Studies for the Kanyika Niobium Project (“KNP”), strategic growth opportunities, and supporting the Company’s transition from advanced explorer to project developer.

Overheads

The current budget for the 2013/2014 financial year includes a 43% reduction in overheads from Australia, China and Africa in comparison to 2012/13.

The global resources market is in a difficult position and the ability to raise funds and sustain businesses in the resource industry is becoming increasingly challenging. The Company is very confident that any further funds needed for Company development will eventuate.

To improve and sustain efficiency, Senior Executives of the Company have accepted reductions to remuneration, the Company has conducted redundancies, the reliance on external consultants and contractors has been reduced, and consultancy services transferred to China where they are more cost efficient and technically superior. Exploration activity will be reduced and a focus on the optimisation of Kanyika will be prioritised.

The Company will be looking for further efficiencies across the entire Company to remain competitive for growth and development. The Company is constantly reviewing options for a step change to become more efficient and competitive.

Share Buyback

The share buy-back program was completed on 24 May 2013. During the buy-back program the Company bought 5,810,674 shares on-market for a total cost of $677,451. The share buy-back program commenced on 14 June 2012 following approval from the Australian Foreign Investment Review Board to buy back up to 10,080,674 shares, or approximately 5% of issued capital.

The highest price paid was 15 cents on 14 June 2012 and the lowest price paid was 6.4 cents on 20 May 2013.

After the buyback the Company has 220,339,131 Fully Paid Ordinary Shares.

Proposed Funding

As a post reporting period significant transaction, the Company has secured an underwritten funding facility for A$11.5m before costs. This two stage process consists of an issue of Convertible Notes to raise A$1.6m and a A$9.9m Rights Issue to eligible shareholders. The underwriting will go to shareholder vote at the Annual General Meeting and the Company encourages all shareholders to approve the resolution.

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MOU with Major Shareholder to fund exploration activity

In May 2013, Globe signed a binding Memorandum of Understanding (“MOU”) with our major shareholder, East China Non-Ferrous Metals Investment Holding Co. Ltd (“ECE”), to undertake and fund exploration activities relating to Exclusive Prospecting Licences (“EPL”) owned and operated by Globe in Malawi and Mozambique.

ECE will substantially fund all exploration activity at the Kanyika Niobium Project (“KNP”), Chiziro, Machinga and Salambidwe Projects. Should ECE define additional JORC Resources in any of these projects that then leads to a pre-feasibility study, Globe will reimburse ECE for exploration expenditure. Reimbursement may be deferred until the project generates income.

Exploration at the Kanyika Niobium Project will focus on regional mineralised targets outside of resources currently subject to engineering studies.

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Figure 2: ECE geologist team at Kanyika with Fergus Jockel, Exploration Manager

and Jeremy Rusere, Senior Geologist

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Kanyika Niobium Project

The Engineering study for a refined high-specification niobium pentoxide (> 98.5% Nb 2O 5) and tantalum pentoxide (>98.3% Ta2O5) product has been completed. The study includes indicative capital costs for mining, concentration, a refinery, two associated chemical plants and ancillary services.

The Company has concluded that an optimisation program is required and is assessing the options and methods to improve concentrate grade from 26% to >40% (and the impact this has to recovery) and the impact on capital costs and revenue for a smelting process to produce a marketable ferro-niobium metal alloy. The current programs are designed to reduce capital and operating costs, improve concentrate quality, and simplify the process while reducing operational risk. The Board has approved a demonstration plant to further optimise process design and reduce project risk.

Engineering

Capital costs for concentration and smelting processes are subject to the completion of the optimisation study and the demonstration plant. Current progress is encouraging.

Optimisation Testwork

Globe is working with a number of Chinese organisations to optimise the Kanyika flowsheet and evaluate alternative treatment pathways for niobium and tantalum recovery. Initial results focussing on flotation have been encouraging with increases in concentrate grade with little impact to recovery.

Initial smelting testwork indicates that the production of a marketable ferroalloy is achievable. To optimise the smelting process a larger metallurgical sample is required, which requires larger quantities of concentrate that can only be practicably made in a demonstration plant.

Demonstration Plant

Progress is being made to acquire a bulk sample for a demonstration process plant in China, which is key to validate the optimised process route. As depicted in Table 1 below, optimised project design is expected to be achieved in Q1 2014.

Table 1: Demonstration Plant Timetable

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Shipping Optimised
Bulk Concentration Metal alloy Project
& project design
sample demonstration demonstration review
customs Q1 2014
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Development Agreement Negotiations

Progress with the Development Agreement and Environmental Impact Assessment (EIA) is continuing. In June 2013, using a UK-based law firm, the Government of Malawi (GoM) provided Globe with a draft agreement. It is Globes view that the agreement requires significant review and negotiation. The current requirement within the Development Agreement for many subsidiary agreements will require significant assessment. The next round of Development Agreement negotiations has not yet been determined but should be scheduled in the coming quarter.

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Environmental Impact Assessment (EIA) update

The Kanyika Niobium Project EIA passed the main technical review hurdle and has been approved by the National Council on Environment (NCE). This follows a rigorous assessment process undertaken by the environmental regulator that covered all environmental and social impacts and is an important factor in the development path of the project.

Exploration

East China Non-Ferrous Metals Investment Holding Co. Ltd.’s (“ECE”) exploration team commenced work on the Kanyika Niobium Project at the end of May 2013. A group of geologists are based at Kanyika for 3-4 months and are undertaking a variety of work focusing on regional targets, including geological mapping and reconnaissance, surface sampling and geophysical surveying.

Geological mapping and geophysical surveying has been undertaken, targeting the areas to the south and north of the Kanyika Niobium Project. Further surveying is planned to the north and east (Figure 3)
Regional exploration at Kanyika is continuing

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Figure 3: Areas of exploration focus at Kanyika (as outlined in green)

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Mount Muambe Fluorite-REE Project

The main work carried out at the Mount Muambe Project in Mozambique was large scale geological mapping and ground reconnaissance including ground-based radiometric surveying.

A soil and rock chip sampling programme was completed targeting newly processed radiometric data from the EE and BB Zones. Over 200 rock chip and soils were taken with results up to 5.8% TREO and 44% CaF2 (Figure 4). These represent some of the highest REE surface samples collected to date and the highest CaF 2 values outside of the Main Zone.

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Figure 4: EE and BB Zones soil and rock chip location plan, Mount Muambe

Soil samples have been completed across the expanded BB Zone prospect; the results reveal a number of significant Rare Earths targets. Of particular note are the significant strike lengths of up to 400m of Rare Earths enriched soil samples, suggesting potential for bedrock mineralisation.

As part of Globes contractual obligations in the “Mount Muambe Acquisition Agreement” with Bala Ussokoti Lda, Globe initiated a study into the commercial feasibility of the resource of the Mount Muambe project. The study was completed in October 2013 and concluded that higher grade fluorite would be required for an economically viable project. The same is also considered for the rare earth (REE) potential at Mount Muambe. Consequently, there is a risk that the carrying amount exceeds the likely recoverable value from the projects development or sale and the Company has written off the carrying value of $5.1M.

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Salambidwe Rare Earth Project

Geological mapping and radiometric surveys were completed during November 2012. Analysis from the 108 rock chips returned a number of encouraging REE +NB +Ta results (refer to table 2).

Table 2: Rock chip sample analysis

Sample ID	Easting	Northing	TREO (ppm)	HREO (ppm)	Nb2O5 (ppm)	Ta2O5 (ppm)
SARX0018 SARX0019 SARX0045 SARX0064 SARX0097	635701 635674 636714 635490 635603	8240840 8240782 8240422 8240085 8240018	11,415 12,462 8,707 9,445 7,766	2,410 2,742 760 2,214 1,644	5,994 4,934 8,825 3,273 3,040	210 153 742 120 111

Note: A total of 108 rock chips were taken in the program, of which the 5 reported represent samples with a cut-off of 7500ppm REE.

Future proposed work includes trenching and pitting over the mineralised targets identified to date, potentially leading to drill testing.

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Figure 5: Salambidwe Regional Exploration targets

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Chiziro Graphite Project

In September 2012, Globe acquired 100% of the Chiziro Graphite Project, enhancing Globe’s position in Malawi. The 2,020sqkm licence contains two projects, Chimutu and Katengeza and 12 individual graphite projects, all at surface.

As reported in the June Quarterly Report, 53 graphite bearing rock samples had been sampled. An additional 40 graphite bearing rock samples have been collected, along with 10 stream sediment samples, in April (Figure 6).

Rock chip samples in the southern Exploration Target Zone returned assay results up to 45% graphite, and samples in the northern Exploration Target Zone returned assay results up to 23% graphite (Figure 6 & Table 3).

Globe plans to complete graphite flake size analyses while assay results for other samples are pending.

Based on the rock chip results Globe is planning to undertake further exploration during the 2013 field season.

Table 3: Summary of graphite content in rock chip samples collected by June 30[th] at Chiziro

able 3: Summary of graphite content in rock chip samples	collected by June 30th at Chiziro
Graphite %	Number of Samples
Below detection	1
0-2%	4
2-5%	33
5-10%	39
10-15%	10
15-20%	3
>20%	3
Total number of rock samples assayed at Chiziro:	93

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Figure 6: Chiziro rock chip and stream sediment sampling assay results

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Machinga REE Project

No exploration was completed at Machinga during the financial year.

Globe has applied to the Malawi Ministry of Natural Resources to renew part of the Machinga licence and reduce its size by 55%, to 361.1km2 (Figure 7). As at the date of this report, Globe was still waiting for official confirmation from the Ministry that the licence area reduction was accepted.

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Figure 7: Licence boundaries at Machinga

Memba Titanium-Iron Project

In January 2013 Globe announced that it was withdrawing from its participation in the Memba Titanium-Iron joint venture in Mozambique.

Globe entered the Memba JV in November 2011 and completed its year one commitment. The agreement entitled Globe to a 90% interest in the project on completion of a feasibility study within five years of the transaction.

The Company decided to withdraw after an assessment of expenditure and the decision to focus on the Kanyika Niobium Project.

Globe has two licences in the Memba area still that are 100% owned by Globe. No exploration has been undertaken at these prospects.

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Corporate Social Responsibility

The Etandweni Health Post was previously a basic facility providing childhood immunisations, nutrition and general health advice, and family planning services. It was manned by a Health Surveillance Assistant (HSA) who was trained to treat children aged 0-5 years. Health officers travelled from either Emfeni or Mzimba on specific days to perform duties such as weighing babies, checking pregnant women and treating simple cases. Adults had to travel to either to Emfeni or Simulemba to receive treatment.

Following a community consultation process, Globe committed to refurbishing the current building and upgrading the facilities. The project commenced in late 2011 and was completed in December 2012. It aimed to provide effective, daily healthcare in close proximity to the local communities and was achieved through:

Refurbishing the existing building
Providing a house for the HSA
Providing solar power electricity to power lights and a vaccine fridge
Improving access to water by providing a water bore and hand pump
Providing essential medical equipment for the centre

The improved Etandweni Health Post has benefited the local surrounding communities with better access to medical services. The medical centre has encouraged people to undertake more regular check-ups and reduce demand on the other two centres. There has been an increase in the number of people attending the Etandweni medical centre and this in turn has increased the number of lifesaving vaccinations administered and increased awareness of personal healthcare.

Globe worked in partnership with the Global Health Alliance of Western Australia (GHAWA) to assess the need and develop the scope for this project. GHAWA engaged and consulted with the local community, Emfeni Health Centre and the Malawian College of Nursing to determine the improvements requirements for the Etandweni Health Post.

The Direct Aid Programme of AusAid, managed by the Australian High Commission, funded AUD$28,000 to Globe for the project. This financed the instalment of solar panels to provide electricity to the health post and the purchase and instalment of a vaccine fridge.

The positive support and involvement received from the Village Development Committee will ensure the sustainability of this project. In June 2013, Globe officially handed the facility over to the Department of Health.

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Figure 8: The Village Committee oversees the delivery of medical equipment in December 2012

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Directors Report

The directors of Globe Metals & Mining Limited (‘Globe’ or ‘the Company’) submit herewith the financial report of the Company and its controlled entities for the financial year ended 30 June 2013. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

Directors

The names and particulars of the directors of the Company during or since the end of the financial year are:

Yi Shao Non-Executive Chairman Alistair Stephens Managing Director (appointed 8 July 2013) Shasha Lu Deputy CEO and Executive Director William Hayden Non-Executive Director Peter Stephens Non-Executive Director Tian Jingbin Non-Executive Director Mark Sumich Managing Director (resigned 12 August 2012)

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the financial year were to explore, develop and invest in the resource sector. The Group’s major project is the development of the Kanyika Niobium Project in Malawi. The Group has other exploration projects that are progressing in Malawi and Mozambique. There have been no changes to the principal activities during the year.

There were no significant changes in the nature of the Consolidated Entity’s principal activities during the current year.

RESULTS

The consolidated loss of the entity after providing for income tax amounted to $11,983,142 (2012: $4,809,891).

REVIEW OF OPERATIONS SUMMARY

Highlights

Cash in bank 30 June 2013 was $14.16M
The budget for the 2013/2014 financial year includes a 43% reduction in overheads from Australia, China and Africa
Alistair Stephens is appointed CEO in May 2013 and Managing Director in July 2013
MOU with Major Shareholder “ECE” to fund exploration activity
Share Buyback is complete with the purchase of 5,810,674 Shares for a total cost of $677,451

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Withdrawal from participation in the Memba Titanium-Iron Ore joint venture in Mozambique and subsequent write off of the costs associated with the asset of $0.72M
The costs associated with the Mount Muambe project in Mozambique of $5.1M were written off due to the assessment that the project is not likely to recover its carrying value
Major funding announced 5 September 2013
Globe will raise a total of approximately A$1.6 million from the issue of Convertible Notes at a premium to the current share price to Apollo Metals Investment Co Limited (“Apollo”)
Globe will further offer eligible shareholders a non-renounceable rights issue offer at A$0.045 share price, to raise a further A$9.9 million. This has been underwritten by Apollo

Finance

The Company initiated a cost reduction plan during the year ended 30 June 2013 that has resulted in cash in the bank at the end of the year of $14.16M. Management is focussed on continued cost reduction for the year ending 30 June 2014
To improve and sustain efficiency, Senior Executives of the Company have accepted reductions to remuneration, the Company has conducted redundancies, the reliance on external consultants and contractors reduced, and more efficient consultancy transferred to China businesses. Exploration activity will be reduced and a focus on the optimisation of Kanyika prioritised
The Company will be looking for further efficiencies and opportunities across the entire Company to remain competitive for growth and development.
The budget for the 2013/2014 financial year has a 43% reduction in overheads from Australia, China and Africa
The share buy-back program was completed on 24 May 2013. During the buy-back program the Company bought 5,810,674 shares on-market for a total cost of $677,451

Corporate

Mr Alistair Stephens joined Globe as the new Chief Executive Officer on 20 May 2013 and was appointed Managing Director on 8 July. Mr Stephens will be responsible for managing, developing and delivering the Company’s strategy which is currently focused on completing risk management assessment of the Engineering Studies for the Kanyika Niobium Project (“KNP”) and supporting the Company’s transition from advanced explorer to project developer
To improve and sustain cost efficiency, Senior Executives of the Company have accepted reductions to remuneration, the Company has conducted redundancies, reduced reliance on external consultants and contractors, and transferred more efficient consultancy to China businesses. Exploration activity will be reduced and a focus on the optimisation of Kanyika prioritised
In May 2013, Globe signed a binding Memorandum of Understanding (“MOU”) with its major shareholder, East China Non-Ferrous Metals Investment Holding Co. Ltd (“ECE”), to undertake and fund exploration activities relating to Exclusive Prospecting Licences (“EPL”) owned and operated by Globe in Malawi
The share buy-back program was completed on 24 May 2013. During the buy-back program the Company bought 5,810,674 shares on-market for a total cost of $677,451

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Withdrawal from participation in the Memba Titanium-Iron Ore joint venture in Mozambique
As a post reporting period significant transaction, the Company has secured an underwritten funding faculty for A$11.5m before costs. This two stage process consists of an issue of Convertible Notes to raise A$1.6m and a A$9.9m rights issue to eligible shareholders. The underwriting will go to shareholder vote at the next Annual General Meeting and the Company encourages all shareholders to approve the resolution

Corporate Social Responsibility

Following a community consultation process, Globe committed to refurbishing and upgrading the facilities at Etandweni Health Post in Malawi, so that it could provide improved health care for the local community. This included providing solar power, a vaccine fridge and medical equipment. The project commenced in late 2011 and was completed in December 2012. The positive support and involvement received from the Village Development Committee will ensure the sustainability of this project. In June 2013, Globe officially handed the facility over to the Department of Health in Malawi

Kanyika Niobium Project

Optimisation studies are realising potential increases in concentrate grade
Chinese demonstration plant planning underway to optimise process design
Pyro-metallurgical demonstration planned for testing metal alloy production
The Kanyika Niobium Project EIA passed the main technical review hurdle and has been approved by the National Council on Environment (NCE)
The Government of Malawi have provided Globe with a draft Development Agreement
ECE exploration team commenced regional exploration work at the end of May, undertaking geological mapping and reconnaissance, surface sampling and geophysical surveying at the site

Exploration

Machinga - Globe has applied to renew the Machinga licence and reduce its size by 55% as per Malawian statutory regulations
Chiziro - assay results for 93 rock samples demonstrate widespread mineralisation assaying up to 45% graphite. Globe plans to complete graphite flake size analyses in 2013 as well as further exploration
Salambidwe - Geological mapping and radiometric surveys were completed during the year
Memba - Withdrawal from participation in the Memba Titanium-Iron Ore joint venture in Mozambique and subsequent write off of the costs associated with the asset of $0.72M
Mount Muambe - As part of Globes contractual obligations in the “Mount Muambe Acquisition Agreement” with Bala Ussokoti Lda, Globe has initiated a study into the commercial feasibility of the resource of the Mount Muambe project. Preliminary indications are that more higher grade fluorite would have to be found to ensure an economically viable project. The same is also considered for the rare earth (REE) potential at Mount Muambe. There is also an ongoing dispute with the JV partner over the legal right to the tenement. Consequently, there is a risk that the carrying amount exceeds the likely recoverable value from the projects development or sale and therefore the Company has determined that the asset is impaired and has written off the carrying value of $5.1M

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ENVIRONMENTAL LEGISLATION AND COMPLIANCE

The Group’s operations are subject to significant environmental regulation under Australian, Malawi and Mozambique legislation in relation to the exploration and future mining and development activities. Exploration Licenses and other tenements are issued subject to ongoing compliance with all relevant legislation.

DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

No dividends were paid during the year. No recommendation for payment of dividends has been made by the Directors.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Group proposes to continue its exploration program and investment activities across its various exploration interests. Further information in relation to likely developments and the impact on the operations of the group has not been included in this report, as the directors believe it would result in unreasonable prejudice to the Group.

SUBSEQUENT EVENTS

On 5 September 2013 Globe announced that it would raise a total of approximately A$1.6 million from the issue of Convertible Notes at a premium to the current share price to Apollo Metals Investment Co Limited (“Apollo”); and that it will further offer eligible shareholders a nonrenounceable rights issue offer at A$0.045 share price, to raise a further A$9.9 million. Apollo is to fully underwrite the rights issue and shareholder approval is to be sought at the Annual General Meeting for the issue of the shortfall of the rights issue to Apollo as underwriter of the rights issue.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Other than as disclosed in this report and the accompanying financial report, there were no other significant changes in the Group’s state of affairs during the course of the financial year.

ROUNDING OF AMOUNTS

The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the directors’ report. Amounts in the directors’ report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

INFORMATION ON DIRECTORS

Yi Shao	Non-Executive Chairman
Special Responsibilities	Non-Executive Chairman
	Chairman of the Nomination and Remuneration Committee
Qualifications	MA degrees from Nanjing University, China. Currently studying for a
	doctoral degree (mineral resources) at Central South University.
Experience	Mr Yi Shao was appointed Director General of the East China Mineral
	Exploration and Development Bureau (ECE) in August 2006. Prior to
	this he worked as General Manager in Jiangsu Transportation
	Industry Limited Company for two years. Prior to this time, he
	worked for a Jiangsu International Tender Company for three years

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holding the position of Director General. His previous experience also includes working as Deputy Mayor of Suqian City, Jiangsu Province from 1997 to 2001, Director and Head of Economic Research Institute of Jiangsu Development and Reform Commission from 1986 to 1994.

Mr Yi Shao is a part-time professor in both Southeast University and Nanjing University and a research fellow in the Ministry of Land and Resources of the People’s Republic of China. He is also the Chairman of Australian ECE Nolans Investment Limited and AO-Zhong International Mineral Resources Pty Ltd.

Interest in Shares Nil Interest in Options Nil Directorship of Nil ASX Listed Companies

Nil

Alistair Stephens Managing Director and CEO Special Responsibilities Managing Director and CEO Qualifications Masters of Business Administration Bachelor of Science (Honours) Graduate of the Australian Institute of Company Directors (GAICD) Experience Mr Stephens is a qualified geologist with more than 30 years’ experience in the resources industry, in a broad range of technical and corporate management, including corporate governance, strategic development and delivery, technical program development, marketing, shareholder communications and capital funding. Mr Stephens held the position of Managing Director and Chief Executive Officer of Arafura Resources Limited (ASX: ARU) between 2004 and 2009.

Mr. Stephens commenced his career in gold and copper exploration and development with Newmont but orientated most of his career in mining, planning and processing operations in gold with Normandy Poseidon and KCGM Pty Ltd and nickel with WMC Resources. He also has marketing and commercial experience with Orica in explosives.

Interest in Shares Interest in Options

Nil

1,000,000 10 cent options exercisable on or before 30 June 2017 1,000,000 15 cent options exercisable on or before 30 June 2018 1,000,000 20 cent options exercisable on or before 30 June 2019 1,000,000 25 cent options exercisable on or before 30 June 2020

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Directorship of Nil ASX Listed Companies

Shasha Lu	Executive Director and Deputy CEO
Special Responsibilities	Executive Director
	Deputy CEO
Qualifications	PhD and Masters Degree, GAICD
Experience	Ms. Shasha Lu was Executive Director and CEO of Hong Kong East
	China Non-Ferrous Mineral Resources Co. Ltd. (HKECE), a wholly
	owned subsidiary of Eastern China Exploration & Development
	Bureau (ECE). HKECE holds the foreign business interests of ECE.
	Ms Lu holds a Masters Degree from Nanjing University, China. She is
	also a graduate of the Australian Institute of Company Directors
	(GAICD) and holds an EMBA degree from Nanjing University. Ms Lu
	has worked as a Postdoctoral fellow at the Karolinska Institute in
	Stockholm, Sweden and as a Visiting Scholar at the Geneva
	University during which time, she undertook work in the World
	Health Organisation.
Interest in Shares	Nil
Interest in Options	1,000,000 0.1 cent options exercisable on or before 31 January 2014
	3,800,000 0.1 cent options exercisable on or before 31 January 2015
Directorship of	Arafura Resources Limited
ASX Listed Companies

Tian Jingbin	Non-Executive Director
Special Responsibilities	Non-Executive Director
	Member of the Nomination and Remuneration Committee
	Member of the Audit Committee
Qualifications	BA and MA degrees in Literature from Nanjing University, China and
	a LLM in International Commercial Law with distinction from
	Nottingham University, UK.
Experience	Mr Tian Jingbin is Deputy Director of the Outward Investment
	Department of ECE. Before taking his current position in January
	2010, he had been working with the Jiangsu International Tender
	Company and led a consulting team in the utilities sector for nearly
	ten years. His previous experience includes working in the public
	procurement area for eight years and as a newspaper reporter for
	one year.
Interest in Shares	Nil

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Interest in Options Nil Directorship of Nil ASX Listed Companies

William Hayden Non-Executive Director

Special Responsibilities Non-Executive Director

Member of the Nomination and Remuneration Committee Member of the Audit Committee

Qualifications B Sc (Hons) Experience Bill is a geologist with over 36 years’ experience in the mineral exploration industry, much of which has been in Africa and the AsiaPacific region. Bill was the founder and President of Ivanhoe Nickel and Platinum Ltd. (formerly African Minerals Ltd.), a Canadian company which has assembled extensive mineral holdings in Africa. Since 1986 Bill has worked in a management capacity with several exploration and mining companies both in Australia and overseas. Bill was President of Ivanhoe Philippines, Inc. (an Ivanhoe Mines wholly owned subsidiary), former President of GoviEx Uranium Inc., a director of China Polymetallic Mining Ltd (HKSE listed), Sky Alliance Resources Inc., Ivanplats Ltd, Sunward Resources Ltd (TSX listed) and Condoto Platinum NL. (ASX listed).

Interest in Shares 76,923 Fully Paid Ordinary Shares Interest in Options 600,000 15 cent options exercisable on or before 29 November 2014 500,000 26 cent options exercisable on or before 29 November 2014 Directorship of Condoto Platinum NL ASX Listed Companies

Peter Stephens Non-Executive Director Special Responsibilities Non-Executive Director Chairman of the Audit Committee Qualifications B.Bus Accounting, MBA Experience Peter has many years experience in senior financial roles in the construction, telecommunications, banking and corporate treasury, manufacturing and distribution sectors in Australia and across the Asia-Pacific region. He has previously worked in China in the telecommunications and digital media sectors.

Peter holds a Bachelor of Business (Acc) from Royal Melbourne Institute of Technology and a Masters of Business Administration from Melbourne Business School, University of Melbourne.

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Interest in Shares Interest in Options

Nil

600,000 15 cent options exercisable on or before 29 November 2016 500,000 26 cent options exercisable on or before 29 November 2016

Directorship of ASX Listed Companies

Nil

Company Secretary

The following persons have held the position of Company Secretary during the financial year:

Peter Stephens, a member of CPA Australia, held the position until being replaced by Ms Kerry Angel on 1 October 2012.

Ms Angel is a member of CPA Australia and Chartered Secretaries of Australia.

MEETINGS OF DIRECTORS

	Directors	Meetings	Audit Committee	Audit Committee	Remuneration	Remuneration
			Meetings		Committee
					Meetings
Directors	Number	Number	Number	Number	Number	Number
	Eligible to	Attended	Eligible to	Attended	Eligible to	Attended
	Attend		Attend		Attend
Yi Shao	9	9	-	-	3	3
William Hayden	9	9	4	4	3	3
Peter Stephens	9	9	4	4	-	-
Shasha Lu	9	9	-	-	-	-
Jingbin Tian	9	9	4	4	3	3
Alistair Stephens(i)	1	1	-	-	-	-
Mark Sumich(ii)	0	0	-	-	-	-

(i) Appointed 8 July 2013

(ii) Resigned 12 August 2012

INDEMNIFYING OFFICERS AND AUDITORS

During the financial year, the Company agreed to pay an annual insurance premium of $35,072 in respect of directors’ and officers’ liability and legal expenses’ insurance contracts, for director, officers and employees of the Company. The insurance premium relates to:

Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever the outcome.
Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty.

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REMUNERATION REPORT - AUDITED

A. Remuneration governance

The Board has established a Remuneration Committee. It is primarily responsible for making recommendations to the Board on;

the over arching executive remuneration framework
operation of the incentive plans which apply to the executive team, including key performance indicators and performance hurdles
remuneration levels of executive directors and other key management personnel, and
non-executive director fees.

Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long term interests of the company.

The Remuneration Committee did not seek advice from independent remuneration consultants during the year.

The Corporate Governance Statement provides further information on the role of this committee.

B. Remuneration policy

The remuneration policy of Globe Metals & Mining Limited has been designed to align executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific incentives based on share price and key performance areas affecting the economic entity’s financial results. The board of Globe Metals & Mining Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the economic entity.

The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board reviews executive packages annually by reference to the economic entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.

The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.

Executives are also entitled to participate in employee share and option arrangements.

The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9.25% up to a maximum of $17,775 per annum, and do not receive any other retirement benefits.

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REMUNERATION REPORT – AUDITED (CONT)

All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Options are independently valued by corporate advisers using the Black-Scholes method.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting (currently $600,000). Fees for non-executive directors are not linked to the performance of the economic entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company.

C. Performance based remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. Details of short and long term incentives for directors and executives are outlined below.

(a) Short term incentives

Managing Director and CEO

On meeting all agreed Company KPIs and KPI’s of the CEO, the Company, at its sole discretion, may issue a bonus scheme of up to 40% of base salary. This may be paid as 50% in cash and 50% paid in GBE shares. The Company may elect to settle the cash component through the issue of shares. No bonuses were paid to the Managing Director and CEO under this scheme for the current year.

Other Senior Executives

Other senior executives participate in a performance targets and bonus system that can grant the employee a discretionary bonus up to 30% of their base salary before tax and superannuation based on the successful completion of tasks that are weighted 40% to company objectives, 40% to their functional group objectives and 20% to personal objectives. The payment of all bonuses is at the discretion of the Board regardless of targets being achieved. No bonuses were paid to the other senior executives under this scheme for the current year.

During the year shares 300,000 shares each were issued to Andries Kruger and Michael Schultz relating to the 2012 short term incentive.

(b) Long term incentives

Currently, long term incentives are offered to some of the directors and executives in the form of share options to encourage the alignment of personal and shareholder interests. There are no set terms to the long-term incentives. The Company believes the policy links remuneration of directors and executives with its share price and will be effective in increasing shareholder wealth. Details of directors and executives interests in options at year end are included below.

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REMUNERATION REPORT – AUDITED (CONT)

Managing Director and CEO

Options were issued to the Managing Director and CEO after 30 June 2013 as a long term incentive. The Company may elect to issue further options as incentives to encourage the alignment of personal and shareholder interests. The following options were issued on 1 July 2013;

One million A$0.10 options vesting 1 July 2014 and expiring 30 June 2017 conditional on volume weighted average share price of above A$0.20 over any 15 consecutive trading days on ASX before the vesting date.
One million A$0.15 options vesting 1 July 2015 and expiring 30 June 2018 conditional on volume weighted average share price of above A$0.30 over any 15 consecutive trading days on ASX before the vesting date.
One million A$0.20 options vesting 1 July 2016 and expiring 30 June 2019 conditional on volume weighted average share price of above A$0.40 over any 15 consecutive trading days on ASX before the vesting date.
One million A$0.25 options vesting 1 July 2017 and expiring 30 June 2020 conditional on volume weighted average share price of above A$0.50 over any 15 consecutive trading days on ASX before the vesting date.

All options also have the conditions that the share price must be higher than the exercise price at the vesting date and all shares issued on vesting of any of these options are subject to an ASX Holding Lock which prevents any disposal of the Shares occurring until such time as Board approval has been obtained and the Holding Lock is lifted. The vesting date is the date of vesting or the first business day after that date that options can be exercised on.

Other Senior Executives

Long term incentives granted to senior executives will be delivered in the form of options in accordance with the policy to issue options as an incentive to senior executives. The Board considers the issue of options to senior executives on an individual basis, there is no set percentage of salary. At the commencement of each financial year, the Group and each senior executive will agree upon a set of financial and non-financial objectives related to the senior executive’s job responsibilities. The objectives will vary but all will be targeted directly to the Group’s business and financial performance and thus to shareholder value. At the date of this report options have been granted to the CEO and Deputy CEO as an incentive. The options were not based on a percentage of salary; the Board issued the options as an incentive based on market conditions. No other options were granted to senior executives.

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REMUNERATION REPORT – AUDITED (CONT)

D. Details of remuneration

Compensation of key management personnel for the year ended 30 June 2013

		SHORT-TERM BENEFITS	SHORT-TERM BENEFITS	POST EMPLOYMENT	POST EMPLOYMENT	SHARE-BASED	SHARE-BASED	TOTAL
						PAYMENT
		Salary &	Termination	Super-	Retirement	Equity	Options	$
2013		Fees	Payment	annuation	Benefits
Directors
Shao Yi
Chairman		101,209	-	-	-	-	-	101,209
Alistair Stephens(i)
Managing Director		58,333	-	5,250	-	-	-	63,583
Mark Sumich (ii)
Managing Director		47,980	250,000	4,318	-	-	-	302,298
William Hayden
Non-Executive Director		51,669	-	21,915	-	-	-	73,584
Tian Jingbin
Non-Executive Director		74,834	-	-	-	-	-	74,834
Peter Stephens(iii)
Non-Executive Director		126,970	-	11,405	-	-	6,825	145,200
Shasha Lu (iv)
Executive Director & DeputyCEO		402,125	-	-	-	-	22,056	424,181
Total remuneration directors 2013		863,120	250,000	42,888	-	-	28,881	1,184,889

Specified Executives
Kerry Angel (v)
Chief Financial Officer and	Company
Secretary		180,000	-	16,200	-	-	-	196,200
Les Middleditch (vi)
Kanyika DFS Manager		265,000	-	23,850	-	-	-	288,850
Fergus Jockel (vii)
Exploration Manager		284,615	-	25,615	-	-	-	310,230
Andries Kruger (viii)
GM – Africa		182,949	-	-	-	28,000	-	210,949
Michael Schultz (ix)
Regional Exploration Manager		117,540	115,280	-	-	17,500	-	250,320
Total remuneration	specified
executives 2013(x)		1,030,104	115,280	65,665	-	45,500	-	1,256,549

(i) Appointed on 20 May 2013

(ii) Resigned on 12 August 2012

(iii) Includes payments of $64,793 when Mr Stephens acted as CFO from the 30 June 2012 to 1 October 2012.

(iv) Appointed on 9 August 2011

(v) Appointed on 1 October 2012

(vi) Resigned on 31 July 2013

(vii) Appointed on 11 June 2012

(viii) Resigned on 12 Jan 2013

(ix) Resigned on 14 Dec 2012

(x) Bradley Wynne, Chief Financial Officer and Company Secretary (resigned 30 June 2012) was issued 300,000 shares with a total value of $41,000 during the year ended 30 June 2013, after his termination, for services provided in the 2012 financial year. Bradley was not a KMP in the year ended 30 June 2013 so this payment has not been included in the above table.

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REMUNERATION REPORT – AUDITED (CONT)

Compensation of key management personnel for the year ended 30 June 2012

	SHORT-TERM BENEFITS	SHORT-TERM BENEFITS	POST EMPLOYMENT	POST EMPLOYMENT		SHARE-BASED	SHARE-BASED	TOTAL
						PAYMENT
2012	Salary &	Termination	Super-	Retirement		Equity	Options	$
	Fees	Payment	annuation	Benefits
Directors
Shao Yi
Chairman	63,806							63,806
Mark Sumich (i)
Managing Director	385,278		29,725		-	-	-	415,003
Julian Stephens (ii)
Non-Executive Director	47,110	-	2,890		-	-	-	50,000
William Hayden
Non-Executive Director	50,000	-		-	-	-	-	50,000
David Sumich (iii)
Non-Executive Director	3,540		319					3,859
Tian Jingbin
Non-Executive Director	43,777	-		-	-	-	-	43,777
Peter Stephens
Non-Executive Director	50,139	-	3,259		-	-	-	53,398
Shasha Lu (iv)
Executive Director & Deputy CEO	358,788	-		-	-	-	-	358,788
Total remuneration directors
2012	1,002,438	-	36,193		-	-	-	1,038,631
Specified Executives
Bradley Wynne (v)
Chief Financial Officer and
Company Secretary	300,000	203,846	45,184			81,000		630,030
Les Middleditch
Kanyika DFS Manager	245,000	-	22,050		-	-	-	267,050
Fergus Jockel (vi)
Exploration Manager	12,222	-	1,100		-	-	-	13,322
Andries Kruger
GM – Africa	219,775	-		-	-	54,000	18,300	292,075
Michael Schultz
Regional Exploration Manager	195,975	-		-	-	33,750	18,300	248,025
Total remuneration specified
executives 2012	972,972	203,846	68,334		-	168,750	36,600	1,450,502

(i) Resigned on 12 August 2012

(ii) Resigned on 26 June 2012

(iii) Resigned on 9 August 2011

(iv) Appointed on 9 August 2011

(v) Resigned on 30 June 2013

(vi) Appointed on 11 June 2012

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REMUNERATION REPORT – AUDITED (CONT)

The relative proportions of remuneration that are linked to performance and those that are fixed are as follow:

Name	Fixed remuneration	Fixed remuneration	At risk - STI	At risk - STI	At risk - LTI	At risk - LTI
	2013	2012	2013	2012	2013	2012
Directors
Shao Yi Alistair Stephens Shasha Lu Tian Jingbin Peter Stephens William Hayden Mark Sumich David Sumich Julian Stephens	100% 100% 95% 100% 100% 100% 100% - -	- - 100% - - - 100% 100% 100%	- - - - - - - - -	- - - - - - - - -	- - 5% - - - - - -	- - - - - - - - -
Other key managementpersonnel of thegroup
Andries Kruger Michael Schultz Les Middleditch Fergus Jockel Kerry Angel Brad Wynne	87% 93% 100% 100% 100% -	94% 93% - - - 87%	- - - - - -	- - - - - -	13% 7% - - - -	6% 7% - - - 13%

Compensation shares granted to key management personnel during the year ended 30 June 2013

Andries Kruger Michael Schultz	Vested No. Granted No Grant Date Value per Share at Grant Date $ Vesting Date 200,000 200,000 02/07/12 0.14 02/07/12 125,000 125,000 02/07/12 0.14 02/07/12 325,000 325,000

Compensation shares granted to key management personnel during the year ended 30 June 2012

Bradley Wynne Andries Kruger Michael Schultz	Vested No. Granted No Grant Date Value per Share at Grant Date $ Vesting Date 300,000 300,000 08/07/11 0.27 08/07/11 200,000 200,000 08/07/11 0.27 08/07/11 125,000 125,000 08/07/11 0.27 08/07/11 625,000 625,000

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REMUNERATION REPORT – AUDITED (CONT)

Compensation options granted to key management personnel during the year ended 30 June 2013

Peter Stephens
Peter Stephens
Shasha Lu(i)
Shasha Lu(ii)
Shasha Lu(iii)
Shasha Lu(iv)
Shasha Lu(v)
Shasha Lu(vi)

Terms & Conditions for Each
Grant
Vested No.
Granted No.
Grant Date
Value per
Option at Grant
Date
$
Exercise
Price
$
First
Exercise
Date
Last
Exercise
Date
-
500,000 28/12/2012
0.020
0.260
29/11/14 29/11/16
-
600,000 28/12/2012
0.028
0.150
29/11/14 29/11/16
-
250,000 28/12/2012
0.065
0.001
31/12/13 31/01/14
-
250,000 28/12/2012
0.001
0.001
31/12/13 31/01/14
-
250,000 28/12/2012
0.000
0.001
31/12/13 31/01/14
-
250,000 28/12/2012
0.000
0.001
31/12/13 31/01/14
-
3,000,000 28/12/2012
0.001
0.001
31/12/14 31/01/15
-
800,000 28/12/2012
0.065
0.001
31/12/14 31/01/15
-
5,900,000

Vesting requirements

(i) Must be employed at 31/12/2013.
(ii) Must be employed at 31/12/2013 and the VWAP over fifteen consecutive trading days on the ASX is equal to or greater than A$0.60.
(iii) Must be employed at 31/12/2013 and the VWAP over fifteen consecutive trading days on the ASX is equal to or greater than A$0.80.
(iv) Must be employed at 31/12/2013 and the VWAP over fifteen consecutive trading days on the ASX is equal to or greater than A$0.90.
(v) Must be employed at 31/12/2014 and the VWAP over fifteen consecutive trading days on the ASX is equal to or greater than A$1.20 or the Market Capitalisation of the Company exceeds A$300 million.
(vi) Must be employed at 31/12/2014 and where the Company completes an acquisition transaction with a value of at least A$15 million, or completes the Kanyika DFS on or before 31/12/2014.

Compensation options granted to key management personnel during the year ended 30 June 2012

Andries Kruger Michael Schultz	Terms & Conditions for Each Grant Vested No. Granted No. Grant Date Value per Option at Grant Date $ Exercise Price $ First Exercise Date Last Exercise Date 300,000 300,000 03/10/11 0.061 0.345 03/10/11 30/06/14 300,000 300,000 03/10/11 0.061 0.345 03/10/11 30/06/14 600,000 600,000

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REMUNERATION REPORT – AUDITED (CONT)

E. Contractual Arrangements

Non-Executive Directors

Non-Executive Directors Fees at the date of this report are as follows;

Yi Shao	Chairman of the Board $80,000 per annum
	Chairman of the Nomination and Remuneration Committee $7,000 per annum
	Other fees of $19,375*
Tian Jingbin	Non-Executive Director $50,000 per annum
	Member of the Nomination and Remuneration Committee $4,000 per annum
	Member of the Audit Committee $4,000 per annum
	Other fees of $20,000*
William Hayden	Non-Executive Director $50,000 per annum
	Member of the Nomination and Remuneration Committee $4,000 per annum
	Member of the Audit Committee $4,000 per annum
	Other fees of $17,202*
Peter Stephens	Non-Executive Director $50,000 per annum
	Chairman of the Audit Committee $8,000 per annum
	Other fees of $12,615*

During the year certain directors were paid additional consultant fees for work done for the benefit of the Company that was additional to their director’s responsibilities. The amount paid was approved by the Board. All work is agreed with management and written instructions must be authorised in writing by the Board or the Chairman. Directors must submit a timesheet that is approved by the Chairman. The rate for work performed before 21 December 2012 was $1,250 per day inclusive of superannuation. For work performed after 21 December 2012, the rate is $1,000 per day where the number of days worked in the month is less than five days and $800 per day where the number of days worked in the month is greater than five. A report to the Board must be submitted when the work has been completed.

Employment contracts of key management personnel

Remuneration and other terms of employment for key management personnel are formalised in services agreements as set out below:

services agreements as set	out below:
Name	Alistair Stephens
Title	CEO and ManagingDirector
Start date	1 May2013
Current Agreement Commenced	1 August 2013
Term of Agreement	Threeyears from date of current agreement
Details:	Base salary of $350,000 p.a. Termination requires three months’ notice or the payment of three months’ salary in lieu of such notice. Eligible to participate in performance based remuneration discussed above.

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REMUNERATION REPORT – AUDITED (CONT)

Name	Shasha Lu
Title	DeputyCEO and Executive Director
Start date	1 January2012
Current Agreement Commenced	1 August 2013
Term of Agreement	Threeyears from date of current agreement
Details:	Salary of $360,000 p.a. with no superannuation contribution (2013: $402,125). Ms Lu is not a tax resident of Australia and does not have Australian statutory superannuation obligations. Termination requires three months’ notice or the payment of three months’ salary in lieu of such notice. Eligible to participate in performance based remuneration discussed above.

	Australian statutory superannuation obligations. Termination requires three months’ notice or the payment of three months’ salary in lieu of such notice. Eligible to participate in performance based remuneration discussed above.
Name	KerryAngel
Title	CFO and CompanySecretary
Start date	1 October 2012
Current Agreement Commenced	1 October 2012
Term of Agreement	No set termination date
Details:	Base salary of $240,000 p.a. Termination requires three months’ notice or the payment of three months’ salary in lieu of such notice. Eligible to participate in performance based remuneration discussed above.

Name	Fergus Jockel
Title	Exploration Manager
Start date	11 June 2012
Current Agreement Commenced	11 June 2012
Term of Agreement	No set termination date
Details:	Base salary of $220,000 p.a. Termination requires three months’ notice or the payment of three months’ salary in lieu of such notice. Eligible to participate in performance based remuneration discussed above.

Name	Peter Stephens(resigned 31 October 2012)
Title	CFO/CompanySecretary
Start date	30 June 2012
Current Agreement Commenced	30 June 2012
Term of Agreement	Mr Stephens is a member of the Board and was employed on an interim basis until a new CFO/CompanySecretarywas employed.
Details:	$1,250 per day No termination benefit, Mr Stephens was employed as a contractor on a short term basis.

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REMUNERATION REPORT – AUDITED (CONT)

Name	Les Middleditch(resigned 31 July2013)
Title	Kanyika DFS Manager
Start date	4 April 2011
Current Agreement Commenced	4 April 2011
Term of Agreement	No set termination date
Details:	Base salary of $265,000 p.a. The terms of the contract provided for four months’ notice of termination or the payment of four month’s salary in lieu of such notice and the contract included a six month’s bonus for completion of a feasibility study on the Kanyika Project. On separation the actual termination payment was a six months contract paid in advance for consultancy services on the Kanyika Project, no other termination payments were made except for accrued annual leave. Eligible to participate in performance based remuneration discussed above.

This is the end of the audited remuneration report.

SHARES UNDER OPTION

At the date of this report 11,750,000 unissued ordinary shares of the Company under option are as follows:

s follows:
Grant Date	Expiry Date	Exercise Price	Number of Options
26-Oct-09	26-Oct-13	25 cents	200,000
30-Sep-09	1-Sep-14	30 cents	350,000
26-Oct-10	26-Oct-14	25 cents	200,000
29-Nov-10	29-Nov-14	26 cents	500,000
29-Nov-10	29-Nov-14	15 cents	600,000
28-Dec-12	29-Nov-16	26 cents	500,000
28-Dec-12	29-Nov-16	15 cents	600,000
28-Dec-12	31-Jan-14	0.1 cents	250,000
28-Dec-12	31-Jan-14	0.1 cents	250,000
28-Dec-12	31-Jan-14	0.1 cents	250,000
28-Dec-12	31-Jan-14	0.1 cents	250,000
28-Dec-12	31-Jan-15	0.1 cents	3,000,000
28-Dec-12	31-Jan-15	0.1 cents	800,000
1-Jul-13	31-Dec-17	10 cents	1,000,000
1-Jul-13	31-Dec-18	15 cents	1,000,000
1-Jul-13	31-Dec-19	20 cents	1,000,000
1-Jul-13	31-Dec-20	25 cents	1,000,000

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DEFERRED SHARE ENTITLEMENTS

At the date of this report no unissued ordinary shares of the Company have been allocated as a deferred entitlement to consultants of the Company for equity for services (2012:50,000).

Shares to be issued to consultants are dependent on milestones being achieved.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .

NON AUDIT SERVICES

The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

all non-audit services are reviewed and approved by the board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

Details of the amounts paid or payable to the auditor PricewaterhouseCoopers Australia and related entities for audit and non-audit services provided during the year are set out in note 20 to the financial Statements.

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AUDITORS INDEPENDENCE DECLARATION

The auditor’s independence declaration is included on page 38 of the financial report.

Signed in accordance with a resolution of the Board of Directors.

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Alistair Stephens Managing Director

Dated this 26th day of September 2013

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Auditor’s Independence Declaration

As lead auditor for the audit of Globe Metals and Mining Limited for the year ended 30 June 2013, I declare that to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit .

This declaration is in respect of Globe Metals and Mining Limited and the entities it controlled during the period.

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Tim Goldsmith Partner PricewaterhouseCoopers

Melbourne 26 September 2013

PricewaterhouseCoopers, ABN 52 780 433 757 Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

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Corporate Governance

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations. The Company is pleased to advise that the Company’s practices are largely consistent with those ASX guidelines. As consistency with the guidelines has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or committees.

Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance however it does not consider that all the practices are appropriate for the Company due to the size and scale of Company operations.

Details of all of the recommendations can be found on the ASX Corporate Governance Council’s website.

Principle	ASX Corporate Governance Council Recommendations	Comply
1	Lay solid foundations for management and oversight
1.1	Establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	Yes
1.2	Disclose theprocess for evaluatingtheperformance of senior executives.	Yes
1.3	Provide the information indicated in the Guide to reportingonprinciple 1.	Yes
2	Structure the Board to add value
2.1	A majorityof the board should be independent directors.	No
2.2	The chair should be an independent director.	No
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	Yes
2.4	The board should establish a nomination committee.	Yes
2.5	Disclose the process for evaluating the performance of the board, its committees and individual directors.	Yes
2.6	Provide the information indicated in the Guide to reportingonprinciple 2.	Yes
3	Promote ethical and responsible decision-making
3.1	Establish a code of conduct and disclose the code or a summaryas to:
	• thepractices necessaryto maintain confidence in the company’s integrity;	Yes
	• the practices necessary to take into account the company’s legal obligations and the reasonable expectations of its stakeholders;and	Yes
	• the responsibility and accountability of individuals for reporting and investigatingreports of unethicalpractices.	Yes
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annuallyboth the objectives andprogress in achievingthem.	Yes

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3.3	Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policyandprogress towards achievingthem.	Yes
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	Yes
3.5	Provide the information indicated in the Guide to reportingonprinciple 3.	Yes
4	Safeguard integrity in financial reporting
4.1	The board should establish an audit committee.	Yes
4.2	The audit committee should be structured so that it:
	• consists onlyof non-executive directors;	Yes
	• consists of a majorityof independent directors;	No
	• is chaired byan independent chair,who is not chair of the board;and	No
	• has at least three members.	Yes
4.3	The audit committee should have a formal charter	Yes
4.4	Provide the information indicated in the Guide to reportingonprinciple 4.	Yes
5	Make timely and balanced disclosure
5.1	Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose thosepolicies or a summaryof thosepolicies.	Yes
5.2	Provide the information indicated in the Guide to reportingonprinciple 5.	Yes
6	Respect the rights of shareholders
6.1	Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose thepolicyor a summaryof thatpolicy.	Yes
6.2	Provide the information indicated in the Guide to reportingonprinciple 6.	Yes
7	Recognise and manage risk
7.1	Establish policies for the oversight and management of material business risks and disclose a summaryof thosepolicies.	Yes
7.2	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	Yes
7.3	The board should disclose whether it had received assurance from the chief executive officer and the chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectivelyin all material respects in relation to financial reportingrisks.	Yes
7.4	Provide the information indicated in the Guide to reportingonprinciple 7.	Yes
8	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee.	Yes

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8.2	The remuneration committee should be structured so that it: • consists of a majority of independent directors • is chaired by an independent chair • has at least three members.	No No Yes
8.3	Clearly distinguish the structure on non-executive directors’ remuneration from that of executive directors and senior executives.	Yes
8.4	Provide the information indicated in the Guide to reportingonprinciple 8.	Yes

Council Principle 1:

Lay solid foundations for management and oversight

Role of the Board

The Board's primary role is the protection and enhancement of medium to long term shareholder value. To fulfil this role, the Board is responsible for the overall Corporate Governance of the consolidated entity including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

Responsibility of the Board

The Board is collectively responsible for promoting the success of the Company by:

supervising the Company’s framework of control and accountability systems to enable risk to be assessed and managed
ensuring the Company is properly managed
approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
approval of the annual budget;
monitoring the financial performance of the Company;
approving and monitoring financial and other reporting;
overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company;
liaising with the Company’s external auditors as appropriate; and
monitoring, and ensuring compliance with, all of the Company's legal obligations, in particular those obligations relating to the environment, native title, cultural heritage and occupational health and safety.

The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities. Between regular meetings it will also ensure that important matters are addressed by way of circular resolutions. The Board may, from time to time, delegate some of the responsibilities listed above to its senior management team.

Materiality threshold

The Board has agreed on both quantitative and qualitative guidelines for assessing the materiality of matters. Qualitative indications of materiality would include if:

they impact on the reputation of the Company;
they involve a breach of legislation;
they are outside the ordinary course of business;

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they could affect the Company’s rights to its assets; or
if accumulated they would trigger the quantitative tests.

The Chairman

The chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board's function and for the briefing of all directors in relation to issues arising at Board meetings. The chairman is also responsible for chairing shareholder meetings and arranging Board performance evaluation.

The Managing Director

The Managing Director is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. In carrying out his/her responsibilities the managing director must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial condition and operational results. The managing director is also responsible for overall shareholder communication in conjunction with the chairman.

Role and responsibility of management

The role of management is to support the managing director and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

Management is responsible for reporting all matters which fall within the Materiality Threshold at first instance to the managing director or if the matter concerns the managing director then directly to the chairman or the lead independent director, as appropriate.

Relationship of Board with management

Management of the day-to-day business of the Company is to be conducted by or under the supervision of the Board, and by those other officers and employees to whom the management function is properly delegated by the Board.

The Board will adopt appropriate structures and procedures to ensure that the Board functions independently of management. Appropriate procedures may involve the Board meeting on a regular basis without management present, or may involve expressly assigning the responsibility for administering the Board's relationship to management to a Committee of the Board.

Information is formally presented to the Board at Board meetings by way of Board reports and review of performance to date. When directors are providing information about opportunities for the Company, this should always be through the Board.

Council Principle 2:

Structure the board to add value

The Company presently has two executive directors, one non-executive Chairman (Mr Yi Shao), and three non-executive directors.

The Board has five members, including the Managing Director. The Board has one independent director and four nominee directors of the majority shareholder which includes the Chairman.

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The Board is conscious of the need for independence. The Board believes that the Chairman is able and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. The Board considers that its structure has been and continues to be appropriate in the context of the company’s current projects and operations. The Company considers that each director possesses skills and experience suitable for building the Company. Furthermore, the Board considers that in the current phase of the Company's growth, the Company's shareholders are better served by directors who have a vested interest in the Company. The Board intends to reconsider its composition as the Company's operations evolve, and appoint independent directors as appropriate.

Council Principle 3:

Promote ethical and responsible decision-making.

The Company is committed to an inclusive workplace that embraces and promotes diversity, while respecting International, Sovereign and Australian laws.

The Company recognises the value of a diverse work force and believes that diversity supports all employees reaching their full potential, improves business decisions, business results, increases stakeholder satisfaction and promotes realisation of the company vision.

Diversity may result from a range of factors including but not limited to gender, age, ethnicity and cultural backgrounds.

We believe these differences between people add to the collective skills and experience of the Organisation and ensures we benefit by selecting from all available talent.

Company and Individual Expectations

Ensure diversity is incorporated into the behaviours and practises of the Company;
Facilitate equal employment opportunities based on job requirements only using recruitment and selection processes which ensures we select from a diverse pool;
Engage professional search and recruitment firms when needed to enhance our selection pool;
Help to build a safe work environment by acting with care and respect at all times, ensuring there is no discrimination, harassment, bullying, victimisation, vilification or exploitation of individuals or groups;
Develop flexible work practices to meet the differing needs of our employees and potential employees;
Attract and retain a skilled and diverse workforce as an employer of choice;
Enhance customer service and market reputation through a workforce that respects and reflects the diversity of our stakeholders and communities that we operate in;
Make a contribution to the economic, social and educational well-being of all of the communities it serves;
Meet the relevant requirements of domestic and international legislation appropriate to Elemental’s operations;
Create an inclusive workplace culture; and
Establish measurable diversity objectives and monitor and report on the achievement of those objectives annually.

It is the responsibility of all directors, officers, employees and contractors to comply with the Company's Diversity Policy and report violations or suspected violations in accordance with this Diversity Policy.

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Gender Diversity

The Board is responsible for establishing and monitoring on an annual basis the achievement against gender diversity objectives and strategies, including the representation of women at all levels of the organisation.

The proportion of women within the whole organisation as at the date of this report is as follows:

Women employees in the whole organisation 38% Women in Senior Executive positions 20% Women on the Board of Directors 17%

The Board acknowledges that there is only one woman on the Board of Directors. However, as noted above, the Board has determined that the composition of the current Board represents the best mix of Directors that have an appropriate range of qualifications and expertise, can understand and competently deal with current and emerging business issues and can effectively review and challenge the performance of management.

Council Principle 4:

Safeguard integrity in financial reporting.

The Company’s Managing Director and Chief Financial Officer report in writing to the Board that the consolidated financial statements of the Company and its controlled entities for each half and full year present a true and fair view, in all material aspects, of the Company’s financial condition and operational results and are in accordance with accounting standards.

The Company has established an audit committee. The Committee fulfils the role of an audit committee by:

Monitoring the integrity of the financial statements of the Company, and reviewing significant financial reporting judgments.
Reviewing the Company’s internal financial control system and risk management systems.
Reviewing the appointment of the external auditor and approving the remuneration and terms of engagement.
Monitoring and reviewing the external auditor’s independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements.

The Board has one independent director, one managing director and four nominee directors of the majority shareholder, which includes three non-executive directors and one executive director. The Chairman of the Audit Committee is a nominee of the majority shareholder.

The Board is conscious of the need for independence. The Board believes that the Chairman of the Audit Committee is able and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. The Board considers that its structure has been and continues to be appropriate in the context of the company’s current projects and operations. The Board intends to reconsider the composition of the Audit Committee as the Company's operations evolve, and appoint an independent Chairman as appropriate.

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Council Principle 5:

Make timely and balanced disclosure

Compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. It has appointed an officer of the Company to be responsible for compliance. The Company Secretary has been appointed as the officer of the Company.

Council Principle 6:

Respect the rights of shareholders

Information will be communicated to shareholders as follows:

The annual report is distributed to shareholders. The Board ensures that the annual report includes relevant information about the operations of the consolidated entity during the year, changes in the state of affairs of the consolidated entity and details of future developments, in addition to the other disclosures required by the Corporations Act. The annual report is made available on the Company’s website, and is provided in hard copy format to any shareholder who requests it.
The half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year audited financial report is prepared in accordance with the requirements of applicable Accounting Standards and the Corporations Act and is lodged with the Australian Securities Exchange. The half-yearly report is made available on the Company’s website, and is sent to any shareholder who requests it.
The quarterly report contains summarised cash flow financial information and details about the Company’s activities during the quarter. The quarterly report is made available on the Company’s website, and is sent to any shareholder who requests it.
Proposed major changes in the consolidated entity which may impact on share ownership rights are submitted to a general meeting of shareholders.
The Company's website is well promoted to shareholders and shareholders may register to receive updates, either by email or in hard copy.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the consolidated entity’s strategy and goals. Important issues are presented to the shareholders as resolutions.

The shareholders are requested to vote on the appointment and aggregate remuneration of directors, the granting of options and shares to directors and changes to the constitution. Copies of the constitution are available to any shareholder who requests it.

Company's website

The Company maintains a website at www.globemetalsandmining.com.au. On its website, the Company makes the following information available on a regular and up to date basis:

company announcements;
latest information briefings;
notices of meetings and explanatory materials;
quarterly, half yearly and annual reports.

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The website is being continuously updated with any information the directors and management may feel is material.

The Company also ensures that the audit partner attends the Annual General Meeting.

Council Principle 7:

Recognise and manage risk

The Company has developed a framework for risk management and internal compliance and control systems which covers organisational, financial and operational aspects of the Company's affairs. It appoints the Managing Director as being responsible for ensuring that the systems are maintained and complied with. The Company has developed policies to manage risk which includes policies on code of conduct, travel expenses and claims, delegation of authority, securities trading policy, budget control policy, continuous disclosure policy and a credit card use policy.

Council Principle 8:

Remunerate fairly and responsibly

The Board has formed a remuneration committee. The Committee is responsible for the remuneration arrangements for Directors and executives of the Company.

The Board has one independent director, one managing director and four nominee directors of the majority shareholder, which includes three non-executive directors and one executive director. The Chairman of the Remuneration Committee is the Chairman of the Board and a nominee of the majority shareholder.

The Board is conscious of the need for independence. The Board believes that the Chairman of the Remuneration Committee is able and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. The Board considers that its structure has been and continues to be appropriate in the context of the company’s current projects and operations. The Board intends to reconsider the composition of the Remuneration Committee as the Company's operations evolve, and appoint an independent Chairman as appropriate.

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Contents of Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	48
CONSOLIDTED STATEMENT OF FINANCIAL POSITION	49
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	50
CONSOLIDATED STATEMENT OF CASH FLOWS	51
CONTENTS OF THE NOTES TO THE FINANCIAL STATEMENTS	52

These financial statements are the consolidated financial statements of the consolidated entity consisting of Globe Metals and Mining Limited and its subsidiaries. The financial statements are presented in the Australian currency.

The financial statements were authorised for issue by the directors on 26 September 2013. The directors have the power to amend and reissue the financial statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2013

Notes Interest income 5 Other income 5 Employee benefits expenses Compliance and regulatory expenses Occupancy expenses Directors fees Depreciation expense Exploration expenditure written off Travel expenses Administrative expenses Share based payments expense 27 Other expenses Loss before income tax Income tax expense Loss for the period Other comprehensive loss after tax Items that may be reclassified to profit or loss Changes in the fair value of available-for-sale financial asset Other comprehensive loss for the period, net of tax Total comprehensive loss for the period Earnings Per Share attributable to ordinary equity holders of the company Basic and diluted loss per share 26	30 June 2013 $’000 30 June 2012 Restated $’000*
	973 2,211 - 237 (3,495) (2,567) (340) (500) (468) (503) (332) (377) (243) (251) (5,862) (781) (714) (667) (921) (1,013) (159) (256) (422) (343)
	(11,983) (4,810) - -
	(11,983) (4,810)
	(4) -
	(4) -
	(11,987) (4,810)
	Cents Cents (5.40) (2.15)

*See note 6 for details regarding the restatement as a result of an error.

The above consolidated statement of comprehensive income should be read in conjunction with accompanying notes.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2013

Note CURRENT ASSETS Cash and cash equivalents 9 Trade and other receivables 10 Other assets 11 TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration and evaluation expenditure 13 Available-for-sale financial assets Plant and equipment 12 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 14 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 15 Reserves 16 Accumulated losses 16 TOTAL EQUITY	30 June 2013 $’000 14,156 212 756 15,124 27,889 76 1,616 29,581 44,705 1,080 1,080 1,080 43,625 70,110 2,676 (29,161) 43,625	30 June 2012 Restated $’000* 30,930 302 759 31,991 23,988 80 1,617 25,685 57,676 1,867 1,867 1,867 55,809 70,338 2,649 (17,178) 55,809	1 July 2011 Restated $’000* 44,005 231 500
			44,736
			15,926 80 383
			16,389
			61,125
			581
			581
			581
			60,544
			70,025 2,887 (12,368)
			60,544

*See note 6 for details regarding the restatement as a result of an error.

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2013

Contributed equity $’000 70,025 -	Retained earnings $’000 (12,368) -	Share based payment reserve Foreign exchange reserve Revaluat- ion reserve Total $’000 $’000 $’000 $’000 2,887 628 - 61,172 - (628) - (628)
70,025 -	(12,368) (4,810)	2,887 - - 60,544 - - - (4,810)
-	(4,810)	- - - (4,810)
- (346) 659 -	- - - -	(278) - - (278) - - - (346) - - - 659 40 - - 40
70,338	(17,178)	2,649 - - 55,809
- -	(11,983) -	- - - (11,983) - - (4) (4)
-	(11,983)	- - (4) (11,987)
144 (372) - 70,110	- - - (29,161)	- - - 144 - - (372) 31 - 31
		2,680 - (4) 43,625

*See note 6 for details regarding the restatement as a result of an error.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013

Note Cash Flows from Operating Activities - Payments to suppliers and employees (inclusive of value added taxes) - Interest received - Interest paid - Sundry Income Net cash used in operating activities 25(a) Cash Flows From Investing Activities - Sale of plant & equipment - Purchase of plant & equipment - Payments for exploration and evaluation Net cash used in investing activities Cash Flows from Financing Activities - Proceeds from issue/(purchase) of shares and options Net cash used in financing activities Net decrease in cash held Cash and cash equivalents at beginning of financial year Effects of exchange rate changes on cash Cash and cash equivalents at end of financial year 9	30 June 2013 $’000 (6,737) 940 - - (5,797) 85 (408) (10,431) (10,754) (220) (220) (16,771) 30,930 (3) 14,156	30 June 2012 $’000 (6,124) 2,364 (45) 237 (3,568) - (1,006) (7,947) (8,953) (346) (346) (12,867) 43,833 (36) 30,930

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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CONTENTS OF THE NOTES TO THE FINANCIAL STATEMENTS

NOTE	1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES	53
NOTE	2: FINANCIAL RISK MANAGEMENT	67
NOTE	3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS	70
NOTE	4: SEGMENT INFORMATION	70
NOTE	5: INCOME	74
NOTE	6: CORRECTION OF A PRIOR PERIOD ERROR	75
NOTE	7: EXPENSES	76
NOTE	8: INCOME TAX EXPENSES	76
NOTE	9: CASH AND CASH EQUIVALENTS	78
NOTE	10: TRADE AND OTHER RECEIVABLES	78
NOTE	11: OTHER ASSETS	78
NOTE	12: PLANT AND EQUIPMENT	79
NOTE	13: EXPLORATION AND EVALUATION EXPENDITURE	79
NOTE	14: TRADE AND OTHER PAYABLES	80
NOTE	15: CONTRIBUTED EQUITY	80
NOTE	16: OTHER RESERVES AND ACCUMULATED LOSSES	82
NOTE	17: INTERESTS IN CONTROLLED ENTITIES	83
NOTE	18: DIVIDENDS PROVIDED FOR OR PAID ON ORDINARY SHARES	84
NOTE	19: KEY MANAGEMENT PERSONNEL DISCLOSURES	84
NOTE	20: AUDITOR’S REMUNERATION	87
NOTE	21: CONTINGENT LIABILITIES	88
NOTE	22: COMMITMENTS	88
NOTE	23: RELATED PARTY DISCLOSURES	89
NOTE	24: EVENTS SUBSEQUENT TO REPORTING DATE	89
NOTE	25: RECONCILIATION OF PROFIT AFTER TAX TO NET CASH INFLOW FROM OPERATINGACTIVITIES	90
NOTE	26: EARNINGS PER SHARE	90
NOTE	27: SHARE BASED PAYMENTS	91
NOTE	28: PARENT ENTITY INFORMATION	95

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NOTES TO THE FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report of Globe Metals & Mining Limited for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of directors on 24 September 2013.

The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. This financial report includes the consolidated financial statements and notes of Globe Metals & Mining Limited (‘Globe’ or ‘the Company’) and its controlled entities (‘Consolidated Entity’ or ‘Group’).

a. Basis of Preparation

The financial report is a general purpose financial report that has 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 , as appropriate for profit-oriented entities.

(i) Compliance with IFRS

The financial report of Globe Metals & Mining Limited and controlled entities comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, also complies with International Financial Reporting Standards (‘IFRS’) as issued by International Accounting Standards Board (IASB).

(ii) New and amended standards adopted by the group

None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2013 affected any of the amounts recognised in the current period or any prior period and are not likely to affect future periods. However, amendments made to AASB 101 Presentation of Financial Statements effective 1 July 2013 now require the statement of comprehensive income to show the items of comprehensive income grouped into those that are not permitted to be reclassified to profit or loss in a future period and those that may have to be reclassified if certain conditions are met.

(iii) Early adoption of standards

The group has elected to apply the following pronouncement to the annual reporting period beginning 1 July 2012:
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009—2011 Cycle

This includes applying the revised pronouncement to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. None of the items in the financial statements had to be restated as a result of applying this standard. However, the amendments removed the requirement to provide additional comparative information in all relevant notes where line items in the financial statements are affected as a result of a retrospective restatement (e.g. because of an error). Following the amendments, it is now sufficient if an entity includes a third balance sheet and explains the impact of the restatement on individual line items in the note that sets out the reasons for the restatement. The Company has done so in note 6 and is not disclosing additional comparatives in each of the notes that are affected by the restatement for the error.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

(iv) Historical Cost Convention

The financial report has been prepared under the historical cost convention, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

(v) Critical accounting estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

b. Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Globe Metals & Mining Limited ('company' or 'parent entity') as at 30 June 2013 and the results of all controlled entities for the year then ended. Globe Metals & Mining Limited and its controlled entities together are referred to in this financial report as the Consolidated Entity. The effects of all transactions between entities in the Consolidated Entity are eliminated in full.

Subsidiaries are all those entities over which the Consolidated Entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than onehalf of the voting rights.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Consolidated Entity controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Consolidated Entity.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. All controlled entities have a June financial year end.

A list of controlled entities is contained in Note 17 to the financial statements.

c. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

d. Foreign Currency Translation

Functional and presentation currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates, currently being the Australian Dollar for each of the entities. The consolidated financial statements are presented in Australian dollars which is the Company’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when the fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in profit and loss for the period, except where deferred in equity as a qualifying cash flow or net investment hedge.

e. Revenue Recognition

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

Interest income is recognised as the interest accrues at an effective interest rate.

f. Income Tax

Current Tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred Tax

Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period (s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

i. Income Tax (cont)

measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Consolidated Entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Current and Deferred Taxation

Current and deferred tax is recognised as an expense or income in the Statement of Comprehensive Income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

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.

Tax Consolidation

Globe Metals & Mining Limited and its wholly-owned Australian subsidiaries have not formed an income tax consolidated group under tax consolidation legislation.

g. Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the Group are classified as finance leases.

Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual values.

Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that the Group will obtain ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

h. Impairment

(i) Financial Assets

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

h. Impairment (cont)

value of the security below its cost is considered an indicator that the assets are impaired. For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss.

(ii) Exploration and Evaluation Assets

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount at the reporting date.

An impairment exists when the carrying amount of capitalised exploration and evaluation expenditure relating to an area of interest exceeds its recoverable amount. The asset is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive income.

Exploration and evaluation assets are tested for impairment in respect of cash generating units, which are no larger than the area of interest to which the assets relate.

(iii) Non-financial Assets Other Than Exploration and Evaluation Assets The carrying amounts of the Consolidated Entity’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

i. Cash and Cash Equivalents

Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Statement Cash Flow, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

j. Exploration and Evaluation Assets

Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Consolidated Entity has obtained the legal rights to explore an area are recognised in the statement of comprehensive income.

For exploration and evaluation asset acquisitions (farm-in arrangements) in which Globe has made arrangements to fund a portion of the selling partners' (farmor's) exploration and/or future development expenditures, these expenditures are reflected in the financial statements as and when the exploration and development work progresses.

Exploration and evaluation asset dispositions (farm-out arrangements) are accounted for on a historical cost basis with no gain or loss recognition. Exchanges (swaps) of exploration and evaluation assets are accounted for at the carrying amounts of the assets given up with no gain or loss recognition.

Exploration and evaluation assets are only recognised if the rights of interest are current and either:

The expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
Activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

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

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from exploration and evaluation expenditure to mining property and development assets within property, plant and equipment and depreciated over the life of the mine.

k. Investments and Other Financial Assets

Classification

The group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-forsale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting date.

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

k. Investments and Other Financial Assets (cont)

designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 10) in the balance sheet.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets quoted in an active market with fixed or determinable payments and fixed maturities that the group’s management has the positive intention and ability to hold to maturity. If the group were to sell other than an insignificant amount of held-to maturity financial assets, the whole category would be tainted and reclassified as available-for-sale.

Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which would be classified as current assets.

(iv) Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long term.

Financial assets – reclassification

The group may choose to reclassify a non-derivative trading financial asset out of the held for trading category if the financial asset is no longer held for the purpose of selling it in the near term. Financial assets other than loans and receivables are permitted to be reclassified out of the held for trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near term. In addition, the group may choose to reclassify financial assets that would meet the definition of loans and receivables out of the held for trading or available-for-sale categories if the group has the intention and ability to hold these financial assets for the foreseeable future or until maturity at the date of reclassification.

Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and held-to-maturity categories are determined at the reclassification date.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

k. Investments and Other Financial Assets (cont)

Further increases in estimates of cash flows adjust effective interest rates prospectively.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue from continuing operations when the group’s right to receive payments is established. Interest income from these financial assets is included in the net gains/(losses).

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences related to changes in the amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income. Changes in the fair value of other monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. Details on how the fair value of financial instruments is determined are disclosed in note 2.

l. Property, Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.

Impairment

The carrying amounts of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the recoverable amount, the assets or cash generating units are written down to their recoverable amount.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

l. Property, Plant and Equipment (cont)

The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the statement of comprehensive income in the impairment expense line item.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets vary from 20% to 40%.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the statement of comprehensive income.

m. Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, investments, which are classified as held for trading and available-forsale, are measured at fair value. Gains or losses on investments held for trading are recognised in the statement of comprehensive income.

Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the statement of comprehensive income.

For investments that are actively traded in organised financial markets, fair value is determined by reference to Securities Exchange quoted market bid prices at the close of business on the reporting date.

n.

Trade and Other Receivables

Trade receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for any uncollectible amounts.

Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for impairment is raised when there is objective evidence that the Group will not be able to collect the debt.

o.

Trade and Other Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Consolidated Entity.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

p. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) where, as a result of a past event, it is probable that an outlay of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

q. Employee Benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables.

Other long-term employee benefit obligations

The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on government bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur.

Retirement benefit obligations

All employees of the group are entitled to benefits from the group’s superannuation plan on retirement, disability or death or can direct the group to make contributions to a defined contribution plan of their choice.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

q. Employee Benefits (cont)

Contributions to superannuation funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Equity Settled Compensation

The Group provides benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transaction”).

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an independent valuation by corporate advisers using a Black-Scholes option pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company , will ultimately vest. This opinion is formed based on the best available information at reporting date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

r.

Contributed Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any group company purchases the company’s equity instruments, for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners as treasury shares until the shares are cancelled or reissued.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

r. Contributed Equity (cont)

Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners.

s. Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing:

the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

t. 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). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

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 Statement of Cash Flow on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

u. Rounding of amounts

The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial statements.

Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

v.

Parent entity financial information

The financial information for the parent entity, Globe Metals and Mining Limited, disclosed in note 28 has been prepared on the same basis as the consolidated financial statements, except as set out below.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

v. Parent entity financial information (cont)

(i) Investments in subsidiaries, associates and joint venture entities

Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Globe Metals and Mining Limited.

w.

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period. The Company’s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 , AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) and AASB 2012-6 Amendments to Australian Accounting Standards - Mandatory Effective Date of AASB 9 and Transition Disclosures (effective for annual reporting periods beginning on or after 1 January 2015.

AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption. It only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognised directly in profit or loss. The group has not yet determined the extent of the impact, if any.

(ii) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities , revised AASB 127 Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures , AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards and AASB 2012-10 Amendments to Australian Accounting Standards - Transition guidance and other Amendments (effective 1 January 2013)

In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint arrangements, consolidated financial statements and associated disclosures.

AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 12 Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns before control is present. Power is the current ability to direct the activities that significantly influence returns. Returns must vary and can be positive, negative or both. There is also new guidance on participating and protective rights and on agent/principal relationships. While the group does not expect the new standard to have a significant impact on its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various investees that may or may not be controlled under the new rules.

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

w. New accounting standards and interpretations (cont)

AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classified as either a joint operation or joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation will account their share of revenues, expenses, assets and liabilities in much the same way as under the previous standard.

AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. The group is yet to evaluate its joint arrangements in light of the new guidance.

AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 128. Application of this standard by the group will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the group's investments.

AASB 127 is renamed Separate Financial Statements and is now a standard dealing solely with separate financial statements. Application of this standard by the group will not affect any of the amounts recognised in the financial statements.

Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a “partial disposal” concept. The group is still assessing the impact of these amendments.

The group will adopt the new standards from their operative date. They will therefore be applied in the financial statements for the annual reporting period ending 30 June 2014.

(iii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective 1 January 2013)

AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The group does not use fair value measurements extensively. It is therefore unlikely that the new rules will have a significant impact on any of the amounts recognised in the financial statements. However, application of the new standard will impact the type of information disclosed in the notes to the financial statements. The group will adopt the new standard from its operative date, which means that it will be applied in the annual reporting period ending 30 June 2014.

(iv) AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (effective 1 July 2013)

In July 2011 the AASB decided to remove the individual key management personnel (KMP) disclosure requirements from AASB 124 Related Party Disclosures , to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the

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1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

w. New accounting standards and interpretations (cont)

Corporations Act 2001 . While this will reduce the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future.

There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

2. FINANCIAL RISK MANAGEMENT

The Group’s principal financial instruments comprise cash and short term deposits. The Group also has other financial instruments such as trade and other debtors and creditors which arise directly from its operations. For the period under review, it has been the Group’s policy not to trade in financial instruments

The main risks arising from the Group’s financial instruments and the Group’s policies for managing each of these risks are summarised below:

Interest Rate Risk

The Group is exposed to movements in market interest rates on short term deposits. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Group does not have short or long term debt, and therefore this risk is minimal. An analysis by maturities is provided in (i) below.

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group entity has adopted the policy of only dealing with credit worthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.

The credit risk on financial assets of the Group is reflected in those assets' carrying amount net of any provisions for impairment

The Group currently holds majority of their cash and cash equivalents with Westpac Banking Corporation with a credit rating of AA. The Group believes the credit risk exposure to the single counterparty is manageable.

Foreign currency risk

The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the Group’s functional currency. The majority of expenses incurred are in AUD and therefore risk is not significant.

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2. FINANCIAL RISK MANAGEMENT (CONT)

Concentration risk

The parent entity is exposed to concentration risk due to 99% of its term deposits being held within the one financial institution. The Group manages this risk through monitoring of the credit rating of the institution.

Liquidity risk

The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate short term cash facilities are maintained. At the end of the period the group held deposits at call of $886,580 (2012: $389,409) and with maturities of three months or less of $13,269,213 (2012: $30,214,521), respectively, that are expected to readily generate cash inflows for managing liquidity risk.

(i) Interest rate risk exposures

The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:

2013 Financial Assets Cash at bank Term deposit Trade & other receivables Other assets Weighted Average Interest Rate Financial Liabilities Trade & other creditors Weighted Average Interest Rate Net financial assets (liabilities)	Fixed interest maturing in Floating interest rate 1 year or less Over 1 year less than 5 More than 5 years Non-Interest bearing Total $’000 $’000 $’000 $’000 $’000 $’000 887 - - - - 887 - 13,269 - - - 13,269 - - - - 212 212 - - - - 572 572
	887 13,269 - - 784 14,940
	1.3% 4.45% - - - - - - - - (1,080) (1,080)
	- - - - (1,080) (1,080)
	- - - - - -
	887 13,269 - - (296) 13,860

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2. FINANCIAL RISK MANAGEMENT (CONT)

2012 Financial Assets Cash at bank Term deposit Trade & other receivables Other assets Weighted Average Interest Rate Financial Liabilities Trade & other creditors Weighted Average Interest Rate Net financial assets (liabilities)	Fixed interest maturing in Floating interest rate 1 year or less Over 1 year less than 5 More than 5 years Non-Interest bearing Total $’000 $’000 $’000 $’000 $’000 $’000 614 - - - - 614 - 30,593 - - - 30,593 - - - - 302 302 - - - - 541 541
	614 30,593 - - 843 32,050
	0.90% 5.04% - - - - - - - - (1,867) (1,867)
	- - - - (1,867) (1,867)
	- - - - - -
	614 30,593 - - (1,024) 30,183

Sensitivity analysis

The Group has performed a sensitivity analysis in relation to interest income and movements in interest rates on financial assets and liabilities. The analysis highlights the effect on the current year’s pre-tax loss which would have resulted from movement in interest rates with all other variables remaining constant.


	2013	2012
	$’000	$’000
Change in loss
- increase in interest rate by 1%	(142)	(312)
- decrease in interest rate by 1%	142	312

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3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires management to make judgments and estimates relating to the carrying amounts of certain assets and liabilities. Actual results may differ from the estimates made. Estimates and assumptions are reviewed on an ongoing basis.

The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next accounting period are:

(i) Share based payment transactions The Consolidated Entity measures the cost of equity settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options is determined based on an appropriate valuation model prepared by an external valuer. Refer to note 27 for details of the assumptions applied by the external valuer.
(ii) Exploration and evaluation expenditure The Group’s accounting policy for exploration and evaluation expenditure results in expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to profit and loss.

Refer to note 13 for details of the judgement applied in the current period in relation to exploration and evaluation expenditure.

(iii) Income taxes

Judgement is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised. Refer to note 8 for details of the judgement applied in the current period in relation to income taxes.

4. SEGMENT INFORMATION

The consolidated entity has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors to make decisions about resources to be allocated to the segments and assess their performance.

The reportable segments are based on aggregated operating segments determined by the similarity of the economic characteristics, the nature of the activities and the regulatory environment in which those segments operate. Prior period information has been restated to reflect the current composition of reportable segments.

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4. SEGMENT INFORMATION (CONT)

The consolidated entity has two reportable segments based on the development stage of the projects and the mineral resource and exploration activities in Africa. Unallocated results, assets and liabilities represent corporate amounts that are not core to the reportable segments.

Activity by segment

Africa-Kanyika

The Africa-Kanyika segment includes the Kanyika Niobium project in Malawi with an estimated reserve of 68 million tonnes of niobium.

Africa-Exploration

The Africa-Exploration segment includes the following exploration projects:

Mt. Muambe Flourite project in Mozambique
Machinga Niobium-Tantalum project in Malawi
Salambidwe REE project in Malawi
Chiziro Graphite project in Malawi

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4. SEGMENT INFORMATION (CONT)

. SEGMENT INFORMATION (CONT)
30 June 2013 (i) Segment performance Year ended 30 June 2013 Revenue Total segment revenue Segment result Segment result includes the following material items: - Impairment of exploration and evaluation assets Reconciliation of segment result to group net profit / (loss) before tax Depreciation expense Other income Other corporate expenses Net loss before tax from continuing operations (ii) Segment assets As at 30 June 2013 Exploration expenditure Plant and equipment Other assets Total Segment Assets Reconciliation of segment assets to group assets Other corporate assets Total group assets (iii) Segment liabilities As at 30 June 2013 Trade Creditors and Accruals Total Segment liabilities Reconciliation of segment liabilities to group liabilities Other liabilities Total group liabilities	Africa-Kanyika Africa- Exploration $’000 $’000 - - - - (238) (7,852) - (5,847) Africa-Kanyika Africa- Exploration $’000 $’000 24,296 3,593 153 1,111 150 353 24,599 5,057 Africa-Kanyika Africa- Exploration $’000 $’000 501 143	Africa-Kanyika Africa- Exploration $’000 $’000 - -	Total $’000 -
		- -	-
		(238) (7,852)	(8,090)
		- (5,847) Africa-Kanyika Africa- Exploration $’000 $’000 24,296 3,593 153 1,111 150 353	(5,847) (243) 973 (4,623)
			(11,983)
			Total $’000 27,889 1,264 503
		24,599 5,057	29,656
			15,049
			44,705
			Total $’000 644 644 436 1,080
	501 143

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4. SEGMENT INFORMATION (CONT)

30 June 2012

(i) Segment performance Year ended 30 June 2012 Revenue Total segment revenue Segment result Reconciliation of segment result to group net profit / (loss) before tax Depreciation expense Other revenue Other expenses Net loss before tax from continuing operations (ii) Segment assets As at 30 June 2012 Exploration expenditure Plant and equipment Other assets Total Segment Assets Reconciliation of segment assets to group assets Other corporate assets Total group assets (iii) Segment liabilities As at 30 June 2012 Trade Creditors and Accruals Total Segment liabilities Reconciliation of segment liabilities to group liabilities Other liabilities Total group liabilities*	Africa-Kanyika Africa- Exploration $’000 $’000 - -			Total $’000 - - (1,845) (251) 2,211 (4,925) (4,810) Total $’000 23,988 1,330 626 25,944 31,732 57,676 Total $’000 903
	- -
	(337) (1,508)
	Africa-Kanyika Africa- Exploration $’000 $’000 15,894 8,094 190 1,140 226 400


	16,310 9,634
	Africa-Kanyika Africa-Exploration $’000 $’000 814 89

	814 89			903
				964
				1,867

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4. SEGMENT INFORMATION (CONT)

The Group operated in several geographical segments, being Australia and Africa, and in one industry, minerals mining and exploration.

Geographical Information

Australia Africa Total	Non-Current Assets 2013 2012 $’000 $’000 428 432 29,153 25,253*
	29,581 25,685

*see note 6 for details regarding the restatement as a result of an error.

5. INCOME Interest income - Interest received and receivable Other income - Revenue from external parties for the use of resources in exploration activities	2013 $’000 973 - 973	Consolidated 2012 $’000 2,211 237
		2,448

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6. CORRECTION OF PRIOR PERIOD ERROR

During the year ended 30 June 2013 management has reviewed the assessment of the functional currency of each entity in the group. As a result of the review it has been determined that the previous assessment of the functional currency was incorrectly assessed as follows:

Subsidiary	Location	Previous Assessment	Reassessment
Globe Metals and Mining (Exploration)	Malawi	Malawi Kwacha	Australian dollars
Limited
Globe Metals and Mining (Africa) Limited	Malawi	Malawi Kwacha	Australian dollars
Globe Metals and Mining Mozambique	Mozambique	Mozambique New Metical	Australian dollars
Limitada

The error has been corrected by restating each of the affected financial statement line items for the prior periods as follows:

*Balance Sheet (extract)*	*30 June 2012*	*Increase/*	*30 June 2012*	*30 June 2011*	*Increase/*	*01 July 2011*
*AUD $’000*		*(Decrease)*	*(Restated)*		*(Decrease)*	*(Restated)*
Exploration and	16,563	7,425	23,988	16,554	(628)	15,926
Evaluation Assets
Plant and Equipment	1,480	137	1,617	383		383
Net Assets	48,247	7,562	55,809	61,172	(628)	60,544
Foreign Exchange	(7,562)	7,562	-	628	(628)	-
Translation Reserve
Total Equity	48,247	7,562	55,809	61,172	(628)	60,544
Statement of	*30 June 2012*	*Increase/*	*30 June 2012*	*30 June 2011*	*Increase/*	*01 July 2011*
comprehensive income		*(Decrease)*	*(Restated)*		*(Decrease)*	*(Restated)*
*(extract)*
*AUD $’000*
Other comprehensive
income
Foreign currency	(8,190)	8,190	-	(31)	31	-
translation difference
for foreign operations
Total comprehensive
loss for the period	(8,190)	8,190	-	(31)	31	-

Basic and diluted Loss per Share calculations did not require restatement.

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Consolidated

7. EXPENSES Loss from operations before income tax has been determined after the following specific expenses: Capitalised exploration expenditure written off(a) Operating lease expenses Superannuation expenses Depreciation Foreign exchange differences Redundancy costs/termination benefits Finance Costs - Bank Charges - Interest Expense - Other	2013 $’000 5,862 312 173 243 (27) 561 12 - - 12	2012 $’000 781 300 172 251 (143) 203 19 27 (1)
		45

(a)Refer to note 13 for details of impairment charge recognised during the year

8. INCOME TAX EXPENSE

a. The components of tax expense comprise: Current tax Deferred tax b. Deferred income tax/(revenue) Deferred income tax/(revenue) included in tax expense comprises: Increase in deferred tax assets Increase in deferred tax liabilities	Consolidated 2013 $’000 2012 $’000 - - - -
	- -
	(1,509) (529) 1,509 529
	- -

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8. INCOME TAX EXPENSES (CONT)

			Consolidated
		2013	2012
		$’000	$’000
c.	The prima facie tax benefit on loss from ordinary activities before income
	tax is reconciled to the income tax as follows:
	Loss before income tax	(11,983)	(4,810)
	Prima facie tax benefit on loss from
	ordinary activities before income tax at 30%
	(2012: 30%)	(3,595)	(1,443)
	Add:
	Tax effect of:
	- Share based payments	48	198
	- Non-deductible tenement expenditure	1,759	-
	- Other non-deductible expenses	541	788
	- Capital raising costs	(170)	(169)
	- Net deferred tax asset	1,417	626
	- Deferred tax assets not recognised	(1,417)	(626)
		-	-

	The tax benefits of the above deferred tax assets will only be obtained if:
	(a) the Group derives future assessable income of a nature and of an amount sufficient to enable the
	benefits to be utilised;
	(b) the Group continues to comply with the conditions for deductibility imposed by law; and
	(c) no changes in income tax legislation adversely affect the Group in utilising the benefits.
d.	Deferred tax assets / liabilities comprise:
	Interest receivable	(36)	(98)
	Capital raising costs	317
	Tax losses available for offset against future taxable income	3,403	1,934
	Net deferred tax assets	3,684	2,323
	Deferred tax assets not recognised	(3,684)	(2,323)
		-	-

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9. CASH AND CASH EQUIVALENTS Cash at bank Short term bank deposits	2013 $’000 887 13,269 14,156	Consolidated 2012 $’000 614 30,316
		30,930

The Group’s exposure to interest rate risk and credit risk is discussed in note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalent mentioned above.

10. TRADE AND OTHER RECEIVABLES Current GST Receivable Trade Debtors Tax Receivable VAT Receivable	Consolidated 2013 $’000 2012 $’000 97 107 8 1 34 37 73 157
	212 302

There were no trade receivables past due or impaired. Due to the short-term nature of the current receivables, their carrying amount is assumed to approximate their fair value.

Information about the group’s exposure to credit risk, foreign exchange and interest rate risk is provided in note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial asset mentioned above.

11. OTHER ASSETS Current Prepayments Accrued Interest Income Security Deposits Other	2013 $’000 167 205 367 17 756	Consolidated 2012 $’000 166 172 369 52 759

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12. PLANT AND EQUIPMENT

	Plant & Equipment Other	Plant & Equipment Other

	$’000 $’000
Year ended 30 June 2012
Opening net book amount	349 35
Reclassification from exploration expenditure	186 -
Additions	1,099 199
Disposals
Depreciation charge	(235) (16)
Closingnet book amount	1,399 218

At 30 June 2012
Cost	1,704 301
Accumulated depreciation	(305) (83)
Net book amount	1,399 218

Year ended 30 June 2013
Opening net book amount	1,399 218
Additions	594 123
Disposals	(451) (24)
Depreciation charge	(206) (37)
Closingnet book amount	1,336 280

At 30 June 2013
Cost	1,847 400
Accumulated depreciation	(511) (120)
Net book value	1,336 280
13. EXPLORATION AND EVALUATION EXPENDITURE Non-Current Costs carried forward in respect of areas of interest in: Exploration and evaluation phases – at cost Opening balance Reclassification to Property, Plant & Equipment Exploration expenditure capitalised during the year Exploration expenditure written off(a) At reporting date*		2013 $’000 27,889 23,988 - 9,763 (5,862) 27,889

*Carried Forward balances have been adjusted to reflect correction of prior period error as per Note 6.

The value of the Group’s interest in exploration expenditure is dependent upon:

the continuance of the consolidated entity’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.
no significant changes in laws and regulations that greatly impact the company’s ability to maintain tenure.

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13. EXPLORATION AND EVALUATION EXPENDITURE (CONT)

The Group’s exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites of significance to indigenous people. As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.

(a) Globe has commenced a feasibility study on the Mount Muambe project as required under the joint venture agreement and it is planned to be completed in October as per the contractual obligations. Preliminary indications are that more higher grade fluorite would have to be found to ensure an economically viable project. The same is also considered for the rare earth (REE) potential at Mount Muambe. Consequently, there is a risk that the carrying amount exceeds the likely recoverable value from the projects development or sale and therefore the Company has determined that for accounting purposes the asset is impaired and has written off all costs.

14. TRADE AND OTHER PAYABLES Current Trade creditors Other creditors and accruals Employee benefit provisions	Consolidated 2013 $’000 2012 $’000 104 500 780 1,096 196 271
	1,080 1,867

Non-interest bearing liabilities stated at cost and are predominantly settled within 30 days

15. CONTRIBUTED EQUITY

Fully paid ordinary shares	Consolidated 2013 2012 $’000 Number $’000 Number 70,110 220,339,131 70,338 222,559,805
	70,110 220,339,131 70,338 222,559,805

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15. CONTRIBUTED EQUITY (CONT)

(a) Movements in fully paid ordinary shares on issue:

At beginning of reporting period: Shares bought back Share Based Payments (Refer Note 27) Less: Capital Raising Expenses Balance at end of reporting period	Consolidated 2013 2012 $’000 Number $’000 Number 70,338 222,559,805 70,026 222,949,805 (372) (3,360,674) (346) (2,450,000) 144 1,140,000 658 2,060,000 - - -
	70,110 220,339,131 70,338 222,559,805

Management of Share Capital

The Directors primary objectivity is to maintain a capital structure that ensures the lowest cost of capital available to the Group. At reporting date, the Group has no external borrowings.

The Group is not subject to any externally imposed capital requirements.

Share Buy-Back

The share buy-back program was completed on 24 May 2013. During the buy-back program the Company bought 5,810,674 shares on-market for a total cost of $677,451. The share buy-back program was commenced on 14 June 2012, following approval from the Australian Foreign Investment Review Board to buy back up to 10,080,674 shares, or approximately 5% of contributed equity. The highest price paid was 15 cents on 14 June 2012 and the lowest price paid was 6.4 cents on 20 May 2013.

There is no current on-market buy back.

Capital Risk Management

The consolidated entity’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends, return capital to shareholders, issue/buy-back shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity’s share price at the time of investment. The consolidated entity is not currently pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The capital risk management policy remains unchanged from the 30 June 2012 annual report.

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15. CONTRIBUTED EQUITY (CONT)

(b) Terms of Ordinary Shares

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held and in proportion to the amount paid up on the shares held. The fully paid ordinary shares have no par value.

At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands.

At the end of reporting period, there are 220,339,131 shares on issue.

(c) Terms of Options

At the end of reporting period, there are 12,350,000 options over unissued shares as follows:

600,000 unlisted options, exercisable at $0.15 on or before 20 July 2013
350,000 unlisted options, exercisable at $0.30 on or before 1 September 2014
200,000 unlisted options, exercisable at $0.25 on or before 26 October 2013
200,000 unlisted options, exercisable at $0.25 on or before 26 October 2014
600,000 unlisted options, exercisable at $0.15 on or before 29 November 2014
500,000 unlisted options, exercisable at $0.26 on or before 29 November 2014
600,000 unlisted options, exercisable at $0.345 on or before 29 November 2016
500,000 unlisted options, exercisable at $0.345 on or before 29 November 2016
1,000,000 unlisted options, exercisable at $0.001 on or before 31 January 2014, with performance hurdles
3,800,000 unlisted options, exercisable at $0.001 on or before 31 January 2015, with performance hurdles.

16. OTHER RESERVES & ACCUMULATED LOSSES (a) Reserves Share based payments reserve Available-for-sale financial assets reserve Movements: Share based payments reserve Balance at beginning of financial period Option expense (Refer note 27) Equity benefit expense Balance at end of financial period Available-for-sale financial assets reserve Balance at beginning of financial period Revaluation Balance at end of financial period	Consolidated 2013 $’000 2012 $’000 2,680 2,649 (4) - 2,676 2,649 2,649 2,886 31 40 - (277) 2,680 2,649 - - (4) - (4) -
	2,676
	2,649 31 -
	2,680
	- (4)
	(4)

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16. OTHER RESERVES & ACCUMULATED LOSSES (CONT)

The share based payments reserve records items recognised as expenses on valuation of employee share options and performance shares.

Terms of Class ‘B’ Performance Shares

Class ‘B’ Performance shares do not participate in dividends or the proceeds on winding up of the Company. The shares can only be converted to ordinary shares if certain milestones are achieved before 30 June 2014.

A holder is not entitled to vote on any resolutions proposed at a general meeting of the Company other than in the following circumstances: (i) on a proposal to reduce the Company’s share capital; (ii) on a resolution to approve the terms of a buy-back agreement; (iii) on a proposal that affects the rights attached to Class ‘B’ Performance Shares; (iv) on a proposal to wind up the Company; (v) on a proposal for the disposal of the whole of the Company’s property, business and undertaking; and (vi) during the winding up of the Company.

At the end of reporting period, there are 3,000,000 Class ‘B’ Performance shares on issue.

(b) Accumulated losses Accumulated losses at the beginning of the financial period Net loss attributable to members Accumulated losses at the end of the financial period	Consolidated 2013 $’000 2012 $’000 (17,178) (12,368) (11,983) (4,810) (29,161) (17,178)	Consolidated 2013 $’000 2012 $’000 (17,178) (12,368) (11,983) (4,810) (29,161) (17,178)
		(17,178)

17. INTERESTS IN CONTROLLED ENTITIES

Controlled entities consolidated

The consolidated financial statements incorporate the assets, liabilities and the results of the following subsidiaries in accordance with the accounting policy described in note 1(a):

Name	Country of	Class of	Equity Holding *	Equity Holding *
	Incorporation	Shares
			2013	2012
Globe Uranium (Argentina) S.A.	Argentina	Ordinary	100%	100%
Globe Metals & Mining (Africa) Limited	Malawi	Ordinary	100%	100%
Globe Metals & Mining	Mozambique	Ordinary	100%	100%
Mozambique Limitada
Globe Metals & Mining (Exploration)	Malawi	Ordinary	100%	100%
Limited

Percentage of voting power is in proportion to ownership.

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18. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

No dividends were paid during the year. No recommendation for payment of dividends has been made.

19. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Details of key management personnel

The following persons were key management personnel of Globe Metals & Mining Limited during the financial year:-

Yi Shao	Chairman
Alistair Stephens	CEO and Managing Director (appointed CEO 20 May 2013; appointed
	Managing Director 8 July 2013)
Shasha Lu	Deputy CEO and Executive Director
William Hayden	Non-Executive Director
Peter Stephens	Non-Executive Director
Tian Jingbin	Non-Executive Director
Kerry Angel	CFO and Company Secretary (appointed CFO 1 October 2012;
	appointed Company Secretary 12 October 2012)
Fergus Jockel	Exploration Manager
Leslie Middleditch	Project Manager (resigned 31 July 2013)
Mark Sumich	Managing Director (resigned 12 August 2012)
Andries Kruger	General Manager for Africa (resigned 12 January 2013)
Michael Schultz	Regional Exploration Manager (resigned 14 December 2012)

Short term employee benefits Post employment Share-based payment	2013 $’000 2,263 109 46 2,418	Consolidated 2012 $’000 2,179 105 205 2,489

Detailed remuneration disclosures are provided in the remuneration report on pages 26 to 35.

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19. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONT)

(b) Option holdings of key management personnel

The numbers of options over ordinary shares in the company granted under the executive short term incentive scheme that were held during the financial year by each director and the key management personnel of the group, including their personally related parties, are set out below

2013	Balance at		Granted as	Exercised			(Lapsed)		Balance at 30	Total Vested at	Total Vested at	Total Exercisable
	beginning		Remuneration						June 2013		30 June 2013	at 30 June 2013
	period
Shao Yi		-	-		-		-		-		-	-
Alistair Stephens(i)			-		-		-		-		-	-
Mark Sumich(ii)		-	-		-		-		-		-	-
William Hayden	1,100,000		-		-		-		1,100,000		1,100,000	1,100,000
Tian Jingbin		-	-		-		-		-		-	-
Peter Stephens		-	1,100,000		-		-		1,100,000		1,100,000	1,100,000
Shasha Lu(iii)		-	4,800,000		-		-		4,800,000		-	-
Kerry Angel(iv)		-	-		-		-		-		-	-
Les Middleditch(v)		-	-		-		-		-		-	-
Fergus Jockel(vi)		-	-		-		-		-		-	-
Andries Kruger(vii)	300,000		-		-		(300,000)		-		-	-
Michael Schultz(viii)	300,000		-		-		(300,000)		-		-	-
	1,700,000**		5,900,000		-		(600,000)		7,000,000		2,200,000	2,200,000
2012	Balance at		Granted as	Exercised			(Lapsed)		Balance at 30	Total Vested at		Total Exercisable
	beginning		Remuneration						June 2012		30 June 2012	at 30 June 2012
	period
Shao Yi	-		-			-		-		-	-	-
Mark Sumich	-		-			-		-		-	-	-
Julian Stephens(ix)	600,000		-			-		-	600,000*		600,000	*600,000
William Hayden	1,100,000		-			-		-	1,100,000		1,100,000	1,100,000
David Sumich(x)	-		-			-		-		-	-	-
Tian Jingbin	-		-			-		-		-	-	-
Peter Stephens	-		-			-		-		-	-	-
Shasha Lu	-		-			-		-		-	-	-
Bradley Wynne(xi)	400,000		-			-		-	400,000*		200,000	*200,000
Les Middleditch	-		-			-		-		-	-	-
Fergus Jockel	-		-			-		-		-	-	-
Andries Kruger	-		300,000			-		-	300,000		300,000	300,000
Michael Schultz	-		300,000			-		-	300,000		300,000	300,000
	2,100,000		600,000			-	-		2,700,000		2,500,000	2,500,000
(i)	Appointed 20	May 2013
(ii)	Resigned on 12		August 2012
(iii)	Appointed 9 August 2011

(iv) Appointed 1 October 2012

(v) Resigned on 31 July 2013

(vi) Appointed 11 June 2012

(vii) Resigned on 12 January 2013

(viii) Resigned 14 December 2012

(ix) Resigned 9 August 2011

(x) Resigned 30 June 2012

(xi) Resigned 26 June 2012

Balance held at the date of resignation
** 800,000 options at 30 June 2012 were held by Julian Stephens and Bradley Wynne

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19. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONT)

(c) Shareholdings of key management personnel in listed fully paid ordinary shares

The numbers of shares over ordinary shares in the company that were held during the financial year by each director and the key management personnel of the group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

2013	Balance at	Granted as	On Exercise of		Bought & (Sold)	Balance at
	beginning	Remuneration	Options			30 June 2013
	period
Shao Yi	-	-	-		-	-
Alistair Stephens(i)	-	-	-		-	-
Shasha Lu(ii)	-	-	-		-	-
William Hayden	76,923	-	-		-	76,923
Tian Jingbin	-	-	-		-	-
Peter Stephens
Fergus Jockel(iii)	-	-	-		-	-
Kerry Angel(iv)	-	-	-		-	-
Les Middleditch(v)	-	-	-		-	-
Mark Sumich(iv)	5,500,000	-	-		(4,827,500)	672,500*
Andries Kruger(vii)	695,000	200,000	-		-	895,000*
Michael Schultz(viii)	765,000	125,000	-		-	890,000*
	7,036,923**	325,000	-		(4,827,500)	2,534,423
2012	Balance at	Granted as	On Exercise of		Bought & (Sold)	Balance at
	beginning	Remuneration	Options			30 June 2012
	period
Shao Yi	-	-		-	-	-
Shasha Lu	-	-		-	-	-
William Hayden	76,923	-		-	-	76,923
Tian Jingbin	-	-		-	-	-
Peter Stephens	-	-		-	-	-
Mark Sumich	8,000,000	-		-	(2,500,000)	5,500,000
David Sumich(ix)	1,837,500	-		-	-	1,837,500*
Julian Stephens(x)	930,236	-		-	-	930,236*
Bradley Wynne(xi)	-	300,000		-	-	300,000*
Andries Kruger	495,000	200,000		-	-	695,000
Michael Schultz	640,000	125,000		-	-	765,000
	11,979,659	625,000		-	(2,500,000)	10,104,659

~~(i)~~ Appointed on 20 May 2012

(ii) Appointed 9 August 2011

(iii) Appointed 11 June 2012

(iv) Appointed 1 October 2012

(v) Resigned 31 July 2013

(vi) Resigned 12 August 2012

(vii) Resigned 12 January 2013

(viii) Resigned 12 December 2012

(ix) Resigned 9 August 2012

(x) Resigned 26 June 2012

(xi) Resigned 30 June 2012

*Balance held at the date of resignation

**3,067,736 shares from 30 June 2012 were held by David Sumich, Julian Stephens and Bradley Wynne.

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19. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONT)

(d) Shareholdings of key management personnel in unlisted Class B Performance shares

2013 Mark Sumich(i) 2012 Mark Sumich Julian Stephens(ii) (i) Resigned on 12 (ii) Resigned on 26	Balance at beginning period Granted as Remuneration On Exercise of Options Bought & (Sold) Balance at 30 June 2013 2,140,000 - - - 2,140,000
	2,140,000 - - - 2,140,000
	Balance at beginning period Granted as Remuneration On Exercise of Options Bought & (Sold) Balance at 30 June 2012 2,140,000 - - - 2,140,000 860,000 - - - 860,000
	3,000,000 - - - 3,000,000
	August 2012 June 2012

(e) Loans to key management personnel

There were no unsecured loans to key management personnel outstanding at 30 June 2013 ($nil: 2012).

(f) Other transactions with key management personnel

A total of $4,792 (2012: $50,345) was paid during the financial year to Kamuzu Nominees (wholly owned by Mr Mark Sumich) in respect of Sydney office rent.
Directors were paid consultancy fees for work provided that was additional to their normal director’s responsibilities. Shao Yi $19,375; Tian Jingbin $20,000; William Hayden $17,202 and Peter Stephens $12,615.

20. AUDITORS’ REMUNERATION PricewaterhouseCoopers Australia - Audit and reviewing of financial reports - Other services Network firms of PricewaterhouseCoopers Australia - Audit and review of financial reports - Other services Remuneration of other auditors: - Audit and review of financial reports	Consolidated 2013 $’000 2012 $’000 99 - 45 - 51 - 95 - - 128 290 128	Consolidated 2013 $’000 2012 $’000 99 - 45 - 51 - 95 - - 128 290 128
		128

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21. CONTINGENT LIABILITIES

a) Intercompany recharges in respect of services/goods defrayed by the parent on behalf of its Mozambican subsidiary incur a 20% Withholding Tax in Mozambique. The payment of tax crystallises upon the funds being remitted to the Australian parent company. Given the inherent uncertainty surrounding the timing and variability of future cashflows and application of laws and regulations, the Group determined that it was not practical to estimate any potential financial impact but has disclosed the potential withholding tax as a contingent liability.
b) On 7 May 2013 Globe announced an MOU with ECE, its major shareholder, to fund exploration activity. The announcement advised that Globe was to reimburse costs to ECE upon identification of JORC resource and commission of a pre-feasibility study. At this stage of the exploration activities there is low probability of defining resources that would necessitate Globe to reimburse costs of exploration. No provision for payment has been made in these accounts.
c) In the opinion of the directors there were no other contingent liabilities at 30 June 2013 (nil: 30 June 2012), and the interval between 30 June 2013 and the date of this report.

22. COMMITMENTS

(a) Exploration commitments

In order to maintain current rights of tenure to mining tenements, the Group has the following discretionary exploration expenditure requirements up until expiry of leases. These obligations, which are subject to renegotiation upon expiry of the leases, are not provided for in the financial statements and are payable:

Not longer than one year Longer than one year, but not longer than five years Longer than five years	Consolidated 2013 $’000 2012 $’000 1,832 7,496 163 1,100 - - 1,995 8,596
	1,995

If the Group decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the statement of financial position may require review to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.

(b) Operating lease expenditure commitments

Not longer than one year Longer than one year, but not longer than five years Longer than five years	Consolidated 2013 $’000 2012 $’000 177 167 40 178 - - 217 345	Consolidated 2013 $’000 2012 $’000 177 167 40 178 - - 217 345
	217	345

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22. COMMITMENTS (CONT)

The Company has entered into a 3 year lease on commercial terms for office accommodation at Level 1, 16 Ord Street West Perth WA expiring 15 October 2014.

The office accommodation in Malawi rented by Globe Metals & Mining (Africa) Limited operates on a 3 month notice period.

23. RELATED PARTY DISCLOSURES

(a) Parent entity

The ultimate parent entity of the Group is Globe Metals & Mining Limited.

(b) Key management personnel

Disclosures relating to key management personnel are set out in note 19.

(c) Other related party transactions:

(i) A total of $4,792 (2012: $50,345) was paid during the financial year to Kamuzu Nominees (wholly owned by Mr Mark Sumich) in respect of Sydney office rent.

(ii) On 7 May 2013 Globe announced an MOU with ECE, its major shareholder, to fund exploration activity. The announcement advised that Globe was to reimburse costs to ECE upon identification of JORC resource and commission of a pre-feasibility study. No significant exploration activity had been undertaken as part of this agreement at 30 June 2013.

(d) Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

24. EVENTS SUBSEQUENT TO REPORTING DATE

On 5 September 2013 Globe announced that it would raise a total of approximately A$1.6 million from the issue of Convertible Notes at a premium to the current share price to Apollo Metals Investment Co Limited (“Apollo”); and that it will further offer eligible shareholders a non-renounceable rights issue offer at A$0.045 share price, to raise a further A$9.9 million. Apollo is to fully underwrite the rights issue and shareholder approval is to be sought at the Annual General Meeting for the issue of the shortfall of the rights issue to Apollo as underwriter of the rights issue.

No other matters or circumstances have arisen since the end of the financial period which have significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

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		Consolidated	Consolidated
		2013	2012
		$’000	$’000
25. RECONCILIATION OF LOSS AFTER INCOME TAX TO
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(a) Reconciliation of cash flow used in operations
with loss after tax
-	Loss after income tax	(11,983)	(4,810)
Non-cash flows in loss from operations
-	Exploration expenditure written off	5,862	-
-	Depreciation	243	251
-	Foreign exchange	-	85
-	Share based payments	159	256
-	Net (Profit)/Loss on disposal of fixed assets	(29)	9
-	Doubtful debts expense	144	-
Changes	in assets and liabilities
-	(Increase)/decrease in receivables and other current assets	58	(158)
-	Exploration and evaluation expenditure reclassification to fixed
	assets	-	(397)
-	Increase/(decrease) in trade and other payables	(251)	1,196
Net cash	outflows from operating activities	(5,797)	(3,568)

(b) Non cash investing and financing activities

There were no non cash investing and financing activities during the year.

26. EARNINGS PER SHARE (a) Loss used in the calculation of basic and diluted loss per share (b) Weighted average number of ordinary shares outstanding during the period used in the calculation of basic and diluted loss per share:	Consolidated 2013 $’000 2012 $’000 (11,983) (4,810) Number of Shares Number of Shares 222,019,778 223,781,394

Options have not been included in the Earning per Share calculation as they are anti-dilutive.

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27. SHARE BASED PAYMENTS

Shares(a) Options(b)	Consolidated 2013 $’000 2012 $’000 128 216 31 40 159 256

There are shares and options issued to employees as part of their compensation under the company’s employee share option policies. Options are independently valued by corporate advisers using the Black-Scholes method.

Value per share is approximately the market price at date of the grant. All shares were granted subject to the attainment of performance and/or employment continuity criteria.

(a) Compensation shares granted during the year ended 30 June 2013

Personnel Employees Creditor	Terms & Conditions for Each Grant Vested No. Granted No. Grant Date Value per Share at Grant Date $ Vesting Date 915,000 915,000 02/07/12 0.14 02/07/12 150,000 150,000 03/12/12 0.07 03/12/12 1,065,000 1,065,000

Compensation shares granted during the year ended 30 June 2012

Personnel Employees Creditor Creditor Creditor	Terms & Conditions for Each Grant Vested No. Granted No. Grant Date Value per Share at Grant Date $ Vesting Date 810,000 810,000 08/07/11 0.27 08/07/11 50,000 50,000 08/07/11 0.27 08/07/11 100,000 100,000 03/10/11 0.17 03/10/11 1,100,000 1,100,000 25/05/12 0.15 25/05/12 2,060,000 2,060,000

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27. SHARE BASED PAYMENTS (CONT)

(b) Movements in options on issue:

Grant Date	Expiry Date	Exercise Price	Balance at start of the year Number	Granted during the year Number	Exercised during the year Number	Lapsed during the year Number	Balance at 30 June 2013	Vested and exercisable at end of the year Number
								2013
21/07/2009 30/09/2009 26/10/2009 26/10/2010 11/02/2010 11/02/2010 29/11/2010 29/11/2010 3/10/2011 3/10/2011 28/12/2012 28/12/2012 28/12/2012 28/12/2012 28/12/2012 28/12/2012 28/12/2012 28/12/2012	20/07/2013 1/09/2014 26/10/2013 26/10/2014 1/03/2013 1/03/2013 29/11/2014 29/11/2014 30/06/2014 30/06/2014 29/11/2016 29/11/2016 31/01/2014 31/01/2014 31/01/2015 31/01/2015 31/01/2015 31/01/2015	$0.15 $0.30 $0.25 $0.25 $0.25 $0.25 $0.15 $0.26 $0.35 $0.35 $0.15 $0.26 $0.001 $0.001 $0.001 $0.001 $0.001 $0.001	600,000 350,000 200,000 200,000 200,000 200,000 600,000 500,000 300,000 300,000 - - - - - - - -	- - - - - - - - - - 600,000 500,000 250,000 250,000 250,000 250,000 3,000,000 800,000	- - - - - - - - - - - - - - - - - -	(600,000) (200,000) (200,000) (300,000) (300,000)	- 350,000 200,000 200,000 - - 600,000 500,000 - - 600,000 500,000 250,000 250,000 250,000 250,000 3,000,000 800,000	- 350,000 200,000 200,000 - - 600,000 500,000 - - - - - - - - - -
			3,450,000	5,900,000	-	(1,600,000)	7,750,000	1,850,000
Weighted average exerciseprice			$0.12	$0.10	$0.00	$0.25	$0.08	$0.23

Grant Date	Expiry Date	Exercise Price	Balance at start of the year Number	Granted during the year Number	Exercised during the year Number	Lapsed during the year Number	Balance at 30 June 2012	Vested and exercisable at end of the year Number
								2012
21/07/2009 30/09/2009 26/10/2009 26/10/2010 11/02/2010 11/02/2010 29/11/2010 29/11/2010 3/10/2011 3/10/2011	20/07/2013 1/09/2014 26/10/2013 26/10/2014 1/03/2013 1/03/2013 29/11/2014 29/11/2014 30/06/2014 30/06/2014	$0.15 $0.30 $0.25 $0.25 $0.25 $0.25 $0.15 $0.26 $0.35 $0.35	600,000 350,000 200,000 200,000 200,000 200,000 600,000 500,000 300,000 300,000	- - - - - - - - - -	- - - - - - - - - -	- - - - - - - - - -	600,000 350,000 200,000 200,000 200,000 200,000 600,000 500,000 300,000 300,000	600,000 350,000 200,000 200,000 200,000 200,000 600,000 500,000 300,000 300,000
			3,450,000	-	-	-	3,450,000	3,450,000
Weighted average exercise price			$0.12	$0.00	$0.00	$0.00	$0.12	$0.12

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27. SHARE BASED PAYMENTS (CONT)

Compensation options granted during the year ended 30 June 2013

Terms & Conditions for Each Grant

Peter Stephens
Peter Stephens
Shasha Lu
Shasha Lu
Shasha Lu
Shasha Lu
Shasha Lu
Shasha Lu

Vested
No.
Granted
No.
Grant Date
Value per
Option at
Grant
Date
Exercise Price
First
Exercise
Date
Last
Exercise
Date
$
$
-
500,000
28/12/2012
0.020
0.260
29/11/2014
29/11/2016
-
600,000
28/12/2012
0.028
0.150
29/11/2014
29/11/2016
-
250,000
28/12/2012
0.065
0.001
31/12/2013
31/01/2014
-
250,000
28/12/2012
0.001
0.001
31/12/2013
31/01/2014
-
250,000
28/12/2012
0.000
0.001
31/12/2013
31/01/2014
-
250,000
28/12/2012
0.000
0.001
31/12/2013
31/01/2014
-
3,000,000
28/12/2012
0.001
0.001
31/12/2014
31/01/2015
-
800,000
28/12/2012
0.065
0.001
31/12/2014
31/01/2015
-
5,900,000

Details of the vesting requirements for the above options are provided in the remuneration report on page 32. All options were granted for nil consideration. For options granted during the current financial year, the valuation model inputs used to determine fair value at the grant date are as follows:

Inputs Underlying security spot price Exercise price Issue date Expiration date Life of the Options Approximate Volatility Risk free rate Dividend rate Value per option Number of options Total value	Options Expiring 29 November 2016 $0.07 $0.15 to $0.26 28/12/2012 29/11/2016 3.92 yrs 75% 2.86% Nil $0.020 to 0.028 1,100,000 $26,000

Inputs Underlying security spot price Exercise price Issue date Expiration date Life of the Options Approximate Volatility Risk free rate Dividend rate Value per option Number of options Total value	Options Expiring 31 January 2014 and 31 January 2015
	$0.07 $0.001 28/12/2012 31/01/2014 and 31/01/2015 2.08 yrs and 3.08 yrs 75% 2.73% Nil $0.0065/$0.001/$0.000 4,800,000
	$71,500

The value per option at grant date is determined by an independent valuation by corporate advisers using a Black-Scholes option pricing model.

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27. SHARE BASED PAYMENTS (CONT)

Compensation options granted during the year ended 30 June 2012

Andries Kruger Michael Schultz	Terms & Conditions for Each Grant Vested No. Granted No. Grant Date Value per Option at Grant Date $ Exercise Price $ First Exercise Date Last Exercise Date 300,000 300,000 03/10/11 0.061 0.345 03/10/11 30/06/2014 300,000 300,000 03/10/11 0.061 0.345 03/10/11 30/06/2014 600,000 600,000

Exercise price equals the approximate market price at date of the grant. All options were granted for nil consideration.

Inputs Underlying security spot price Exercise price Issue date Expiration date Life of the Options Approximate Volatility Risk free rate Dividend rate Value per option Number of options Total value	Options Expiring 30 June 2014
	$0.15 $0.345 03/10/2011 30/06/2014 2.74 yrs 95% 3.66% Nil $0.061 600,000
	$36,600

Options Cancelled

1,000,000 options lapsed during the reporting period ended 30 June 2013, including the 600,000 issued during the year ended 30 June 2012 (2012: Nil).

Options Exercised

No options were exercised during the reporting period ended 30 June 2013 (2012: Nil).

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28. PARENT ENTITY INFORMATION

Statement of comprehensive income

*Statement of comprehensive income*
Loss after income tax Total comprehensive loss *Statement of financial position* Total current assets Total assets Total current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity	Parent 2013 2012 $'000 $'000 (11,365) (9,392) (11,365) (9,392) Parent 2013 2012 $'000 $'000 14,028 31,364 41,578 53,668 436 960 436 960 41,142 52,708 70,141 70,338 2,645 2,649 (31,644) (20,279) 41,142 52,708
		53,668
		960
		960
		52,708
		70,338 2,649 (20,279)
		52,708

Guarantees entered into by the parent entity

The parent entity had no guarantees as of 30 June 2013 and 30 June 2012.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2013 and 30 June 2012.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2013 and 30 June 2012.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

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Directors Declaration

In the directors’ opinion:

a) the financial statements and notes set out on pages 47 to 95 are in accordance with the Corporations Act 2001 , including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the financial year ended on that date, and

b) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable.

Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 .

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

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Alistair Stephens Managing Director

Dated 26[th] day of September 2013

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Independent auditor’s report to the members of Globe Metals and Mining Limited

Report on the financial report

We have audited the accompanying financial report of Globe Metals and Mining Limited (the company), which comprises the statement of financial position as at 30 June 2013, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the Globe Metals and Mining Limited Group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at 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 .

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 judgement, 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 consolidated entity’s preparation and fair presentation 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 entity’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 Corporations Act 2001 .

PricewaterhouseCoopers, ABN 52 780 433 757 Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s opinion

In our opinion:

(a) the financial report of Globe Metals and Mining Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and
(b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the remuneration report included in pages 26 to 35 of the directors’ report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 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 Globe Metals and Mining Limited for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001 .

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PricewaterhouseCoopers

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Tim Goldsmith Partner

Melbourne 26 September 2013

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Additional Shareholder Information

Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows.

Schedule of Mineral Tenements

As at 26 September 2013

Project JV Partner Status Tenement Interest held by Globe Metals & Mining Limited	Project JV Partner Status Tenement Interest held by Globe Metals & Mining Limited	Project JV Partner Status Tenement Interest held by Globe Metals & Mining Limited	Project JV Partner Status Tenement Interest held by Globe Metals & Mining Limited	Project JV Partner Status Tenement Interest held by Globe Metals & Mining Limited
Kanyika		Granted	EPL0188-2005R	100%
Salimbidwe Granted EPL0289/10 100% awi
Machinga Mal		Granted	EPL0230/07R	100%
Chiziro Granted EPL0299/10 100%
Memba Globe		Granted	4832L, 4831L	100%
Memba Siexpo Limitada Granted 3099L, 3127L, 3203L, 3204L & 3205L Withdrawn zambique
Memba Mo	Minhandzu Minerals SA	Granted	2679L	Withdrawn
Mount Muambe Bala Ussokoti Limitada Granted 570L 70%

EPL: Exclusive Prospecting Licence (Malawi)

L: Exclusive Prospecting Licence (Mozambique)

Shareholding

The Shareholder information set out below was current as at 26 September 2013.

Ordinary share capital

220,339,131 fully paid ordinary shares were held by 1,438 individual shareholders, none of which are escrowed.

All issued ordinary shares carry one vote per share.

Options

11,750,000 unlisted options are held by 6 individual option holders.

Holders of unquoted options with an interest greater than 20% of class

Alistair Stephens 34.04%

Shasha Lu 40.85%

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The distribution of members and their holdings of equity securities in the company were as follows.

Number Held as at 26 September 2013 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above TOTALS	Class of Equity Securities Fully Paid Ordinary Shares 83 274 285 655 141
	1,438

Substantial Shareholders

Shareholder Number AO-Zhong International Mineral Resources Pty Ltd 118,143,062

Twenty Largest Shareholders

The names of the twenty largest ordinary fully paid as at 26 September 2013 are as follows:

Name

Number of
Ordinary
Fully Paid
Shares Held
Held of Issued
Ordinary Capital %

AO-ZHONG INTERNATIONAL MINERAL
CITICORP NOMINEES PTY LIMITED
JP MORGAN NOMINEES AUSTRALIA
HSBC CUSTODY NOMINEES
GOENG INVESTMENTS PTY LTD
BURLINGTON ENTERPRISES PTY
MR DAVID CHRISTOPHER KEMP
MR STEPHEN JOHN KINMOND
MR COLIN ROBERT SEARL & MRS CYNDA SEARL
MR JACQUES HUGHES LUCAS
MR MICHAEL SCHULTZ
MR PHILLIP JOHN BYRNE & MRS SUSAN BYRNE
RINGSFORD PTY LTD
YOON ENTERPRISES PTY LTD
ABN AMRO CLEARING SYDNEY
IANA PTY LTD
MR JACQUES HUGHES LUCAS & MR PHILLIP GEORGE LUCAS
MR JEAN-CLAUDE DESILLE
BAINPRO NOMINEES PTY LIMITED
MR RICHARD ULRICK & MRS WENDY ULRICK
TOTAL

118,143,062
53.62%
13,590,174
6.17%
7,047,410
3.20%
3,134,732
1.42%
2,358,697
1.07%
1,975,095
0.90%
1,732,261
0.79%
1,668,860
0.76%
1,314,000
0.60%
1,265,000
0.57%
1,200,000
0.54%
1,009,451
0.46%
1,000,000
0.45%
997,017
0.45%
916,850
0.42%
751,111
0.34%
750,000
0.34%
700,000
0.32%
667,799
0.3%
663,000
0.3%

160,884,519
73.02%

100

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[email protected]

www.globemetalsandmining.com.au

102

AI assistant

GLOBE METALS & MINING LIMITED — Annual Report 2013

64965_rns_2013-10-17_d613c2de-54d1-46eb-9646-f1b209421ed5.pdf

Annual Report 2013

Contents

Corporate Directory

Non-Executive Chairman

Executive Director & Deputy CEO

Non-Executive Directors

CFO & Company Secretary

Auditors

PwC - Australia

PwC - Malawi

PwC - Mozambique

Share Registrar

Securities Exchange Listing

Principal & Registered Office

Bankers

Chairman’s letter

Review of Operations

About Globe

Highlights

Finance

Corporate

Kanyika Niobium Project

Exploration

Corporate Social Responsibility

Changes in Directors/Management

Overheads

Share Buyback

Proposed Funding

MOU with Major Shareholder to fund exploration activity

Kanyika Niobium Project

Engineering

Optimisation Testwork

Demonstration Plant

Development Agreement Negotiations

Environmental Impact Assessment (EIA) update

Exploration

Mount Muambe Fluorite-REE Project

Salambidwe Rare Earth Project

Chiziro Graphite Project

Machinga REE Project

Memba Titanium-Iron Project

Corporate Social Responsibility

Directors Report

Directors

PRINCIPAL ACTIVITIES

RESULTS

REVIEW OF OPERATIONS SUMMARY

Highlights

Finance

Corporate

Corporate Social Responsibility

Kanyika Niobium Project

Exploration

ENVIRONMENTAL LEGISLATION AND COMPLIANCE

DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

SUBSEQUENT EVENTS

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

ROUNDING OF AMOUNTS

INFORMATION ON DIRECTORS

William Hayden Non-Executive Director

Company Secretary

MEETINGS OF DIRECTORS

INDEMNIFYING OFFICERS AND AUDITORS

REMUNERATION REPORT - AUDITED

A. Remuneration governance

B. Remuneration policy

REMUNERATION REPORT – AUDITED (CONT)

C. Performance based remuneration

(a) Short term incentives

Managing Director and CEO

Other Senior Executives

(b) Long term incentives

REMUNERATION REPORT – AUDITED (CONT)

Managing Director and CEO

Other Senior Executives

REMUNERATION REPORT – AUDITED (CONT)

GLOBE METALS & MINING LIMITED Annual Report 2013