GOLDEN DEEPS LIMITED. - Annual Report 2011

Golden Deeps Limited

ACN: 054 570 777

ANNUAL REPORT

2011

GOLDEN DEEPS LIMITED

		Page No.
	Corporate Directory	1
	Review of Operations and Activities	2
	Directors' Report	8
	Consolidated Statement of Comprehensive Income	13
	Consolidated Statement of Financial Position	14
	Consolidated Statement of Changes in Equity	15
	Consolidated Statement of Cash Flows	16
	Notes to the Consolidated Financial Statements	17
	Directors’ Declaration	36
	Independent Audit Report	37
	Auditor’s Independence Declaration	40
	Corporate Governance Statement	41
	Shareholder Information	54

Contents

GOLDEN DEEPS LIMITED

CORPORATE DIRECTORY

DIRECTORS

Alexander Clemen Michael Norburn David Zukerman

COMPANY SECRETARY

Norman Grafton

REGISTERED OFFICE

1st Floor, 8 Parliament Place West Perth WA 6005

Telephone: (08) 9481 7833 Facsimile: (08) 9481 7835

AUDITORS

Grant Thornton (WA) Partnership 10 Kings Park Road West Perth WA 6005

BANKERS

Westpac Banking Corporation 109 St George’s Terrace Perth WA 6000

SHARE REGISTRY

Advanced Share Registry Limited 150 Stirling Highway Nedlands WA 6009

Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871

Email: [email protected] Website: www.goldendeeps.com

SOLICITORS

Gilbert & Tobin 1202 Hay Street West Perth WA 6005

STOCK EXCHANGE LISTING

Golden Deeps Limited is listed on the Australian Securities Exchange.

ASX code for shares: GED

Corporate Directory

Page No. 1

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

EXPLORATION

Golden De e ps’ (GED) work progr a mme for 2010-2011 h a s concentr a ted on a c ritical eval u ation of th e Company’s existing pr o jects in W e stern Austr a lia, low im p act explora t ion on proj e cts in Vict o ria, and th e evaluation o f a number of opportunities both in A ustralia an d overseas. GED’s focu s will remain on gold, bu t has also expanded to i n clude copp e r and base m etals oppo r tunities.

A review of the Compa n y’s operations is detaile d below:

Victorian Gold Projects

The Com p any curr e ntly holds three granted ex p loration lic e nces and has an application pending for a further lic e nce in eastern Vi c toria. The g ranted exploration licences a r e Burwan g (EL5235), Twist Creek (EL 5 239), and Mudlark (E L 5272). The Grant- D argo (EL5 2 40) licenc e is still proceeding through the ap p lication process. These lic e nces an d the application are for low impac t gold exploration over a number of histo r ic gold mining are a s that ha v e received limited exploration using mode r n technique s .

The eastern Victoria n goldfield s were discovered in the Vict o rian Gold R ush of the mid-1800s, and significant undergroun d gold mini n g ceased i n these areas bet w een 1910 and 193 0 . The Company believes that substantial opportunity exists in Victoria, a n d that historic mi n ing has o nly exploit e d the upper por t ions of the extensiv e gold mineralisin g systems througho u t the region.

Over 300 gold mines, prospec t s and occurrence s are docu m ented wit h in the licence and application areas. Gov e rnment records sh o w that combined production from reef a nd vein g o ld deposits within these area s was over 380,000 ou n ces at average gr a des in excess of 24 g/t g old. In addition, a s imilar amo u nt of gold was also recovered a t lower g r ades from alluvial deposits in t he licence a reas, but th e se are not being c o nsidered d u e to the Co m pany’s environme n tal concern s and the b anning of river dre d ging in Vict o ria.

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Figure 1 – Locations of the Compan y ’s four exploration area s (black outlines) in eastern Vict o ria.. Major t o wns and citi e s of the re g ion are shown.

Review of Operations & Activities

Page No. 2

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

Fieldwork was completed on s e veral Victorian prospects as f o llows:

70 ro a dside roc k chip samples collecte d on EL5 2 35 with s e veral returnin g grades ov e r 1g/t Au
60 soil samples collected at B akers Gully (EL5239)
153 soil samples collected around Rose, T h istle and S h amrock (EL5239)
Roadside rock chip sampling at Twist Creek ( E L5239)
176 S o il samples over Ex c elsior (EL523 9 )
96 str e am sedim e nt sampl e s at Magpie Gully (EL52 3 9)
Reconn a issance sampling and mappin g of underg r ound worki n gs at Talland o on (EL52 4 1) and M u dlark (EL527 2 )

Burwang Project (EL5235)

The Bur w ang proj e ct is l o cated immediatel y south of t h e town of Bright and incorp o rates porti o ns of the B right, Freeburgh, Wandiligon g and Harrietville goldfields. Gold was d iscovered in the area durin g the Victorian Gold R u sh of the mid - 1800s, a nd significant underground gold mining ceased in the 1930s. Acc o rding to go v ernment re c ords, over 730,000 oz of gold was historically produced from the Burwang licence area. Little explo r ation has been u ndertaken in the area since the 1930s.

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Figure 2 – Locations of the Bur w ang surfac e sampling programmes. Red stars mark the anom a lous sample locations

A number o f sites have been select e d for more d etailed exploration as r e gional asse s sment of the numerous historic gol d mines con t inues. The s e sites will b e studied w ith a view t o defining a s eries of drill targets for forthcomin g exploration.

Rose, Thistle & Shamrock Gold Mine

The Rose, Thistle and Shamrock (RTS) gold m ine (Figure 3) and the immediatel y adjacent Landtax gold mine is an a rea of significant potential. Accordi n g to official records, over 80,000 oz of gold w a s produced at an average grade of 22.2 g/t be t ween 1860 and 1934. M ining proce e ded to a m a ximum dep t h of around 330 m. No s ignificant e x ploration h a s been un d ertaken at o r around th e RTS mine since its closure almost 80 years a g o.

Review of Operations & Activities

Page No. 3

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

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Figure 3 - The R o se, Thistle and Shamr o ck gold mine, showing t he mine buildings in its heyday (~192 0 s, top left) and the s a me area t o day (top ri g ht). Below is a diagr a m of the operation (histo r ical photo a nd diagra m courtesy of the Har r ietville Hist o rical Socie t y, c/- Pos t Office, Harrie t ville, VIC 3 7 41).

Gold at RT S is hosted b y quartz-carbonate vei n s that cross-cut the hos t sandstone and siltston e sequence. Whilst individual veins a re irregular and discontinuous, it is c lear that th e y are hoste d by laterall y continuous shear zones. These s h ear zones a re known t o extend for several hu n dred metre s but their full extent is presently u n known and is the subje c t of further investigation.

Recent soil geochemis t ry shows that gold ano m alism is si g nificantly more extensi v e than the k nown mine workings. P otential exists at RTS within the min e area, alon g strike and a t depth.

Detailed in v estigation o f historic mine docume n ts will be u n dertaken t o define the 3-dimensio n al extent of the workings and to det e rmine area s of potentia l within the m ine area.

Review of Operations & Activities

Page No. 4

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

Hillsborough Gold Mine

The Hillsborough gold m ine (Figur e 4) was a small produc e r from shallow working s . Mined to a maximum depth of 45 m (but gen e rally to less than 20 m) , a series of small adits f ollows a sh e ar zone along strike for at least 30 0 m, across both sides o f a promin e nt mountai n spur. Des p ite the limit e d working s , just under 10,000 oz of gold was produced at an average grade of 23.8 g/t .

The full ext e nt of the g o ld-bearing s hear zone a t Hillsborou g h has not been defined . On the lo w er slopes of the mount a in spur, de e p soil cov e r has obsc u red the ge o logy, but a collinear s e ries of sm a ll workings around 2 k m away on t h e adjacent s pur sugges t that the sh e ar may be q uite laterall y extensive.

It is clear t h at only limit e d portions o f the near-surface part o f the gold-b e aring shea r zone have been mined at Hillsboro u gh. Significant potential exists betw e en the vari o us adits, at depth and a l ong strike.

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Figure 4 – The Hillsborough m ine entran c e showing altered gol d -bearing quartz-c a rbonate vei n ing (left) a n d access t o one of th e many adit s on the hillside (right).

Review of Operations & Activities

Page No. 5

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

Other Historic Mining Areas

Several ot h er mining a r eas are also being ass e ssed for further work. In particular , the Relian c e, Buckeye and Red P a rrot mines ( Figure 5) a n d their surr o unds are undergoing f u rther study to determin e their likely potential fo r exploitable gold mineralisation.

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Figure 5 – Overgrown surfa c e working s at Relian c e (top left), veining e xposed undergr o und at Buc k eye (botto m left) and th e drive and s tope at Red Parrot (righ t ).

Twist Creek Project (EL5239 & 5272)

As at Burw a ng, vein-h o sted gold m ineralisatio n appears to be hosted b y shear zo n es through o ut much of the Twist Creek project area. The E x celsior tren d runs for s e veral hundr e d metres a n d comprise s a series of shafts and a dits distrib u ted along the length of a mountain s pur. The trend dives be n eath thick s oil cover on the lower slopes of the s pur, obscuring its full e x tent.

Governme n t records fo r production along the tr e nd are poor, but at the s mall Excelsior Mine itself, just under 2,500 oz of gold was p roduced at a n average grade of 59.9 g/t . It ap p ears that p o ckets of high grade ore have been m ined along the trend, l e aving ampl e potential for intervening lower-grad e zones, as w ell as highgrade pote n tial at depth and along s trike.

Like the hi s toric mines of the Burwang project area, almos t all signific a nt mining c e ased in th e 1930s and little to no exploration h a s been undertaken sinc e .

Tallandoon Project (EL5241)

Detailed assessment o f the Tallan d oon licence revealed that, despite the presenc e of some m inor historic gold mines within the li c ence area, t he project s hows limite d potential f o r significant gold miner a lisation. As a result, th e Company h as relinquis h ed the proj e ct.

Review of Operations & Activities

Page No. 6

GOLDEN DEEPS LIMITED

REVIEW OF OPERATIONS & ACTIVITIES

Western Australian Gold Projects

Blue Funnel (M 16/19), Western Australia

As announced to the market on 31 March and 8 April 2011 the sale of the Blue Funnel tenement to Phoenix Gold Ltd has now been completed.

The total consideration of $1,100,000 for the sale of a 95% interest in the project, including 4 million fully paid ordinary shares in Phoenix Gold Ltd and $300,000 in cash, has been received.

In addition, Golden Deeps is to receive a royalty of $20 per ounce for all gold produced from the tenement and has a retained 5% interest which will be free carried by Phoenix until the commencement of commercial mining.

Phoenix is planning an extensive exploration programme on its tenements within the Zuleika Shear, which also hosts the Blue Funnel Project.

We are hopeful that this exploration will lead to the reopening of the Blue Funnel mine, in which Golden Deeps retains an ongoing interest.

Twin Hills (M 29/21), Western Australia

The Twin Hills project is located 27 km to the north of the town of Menzies in the Eastern Goldfields. The historic Twin Hills mine is located in a shear zone within a narrow greenstone belt located between two granitoids. Recorded production from the belt totalled 1,100 t of ore at an average grade of 23.6 g/t Au .

A Measured Resource of 17,541 t @ 20.86 g/t Au has been estimated to a depth of 100 m beneath surface. A study of the Twin Hills tenement is underway in order to reassess the potential for additional resources at depth and along strike.

Project Generation

The Company is currently assessing a number of opportunities, both in Australia and in southern Africa, for possible joint venture or acquisition. Several copper projects are undergoing in-depth evaluation to provide the Company with a new focus for its future exploration efforts.

Competent Person Declaration

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Dr Matthew Painter, who is a member of The Australasian Institute of Geoscientists. Dr Painter has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resource and Ore Reserves”. Dr Painter consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Forward-Looking Statements

This document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Golden Deeps Limited’s planned exploration programme and other statements that are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect," "intend," "may”, "potential," "should," and similar expressions are forward-looking statements. Although Golden Deeps Limited believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.

Review of Operations & Activities

Page No. 7

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

Your Directors present their report on the consolidated entity consisting of Golden Deeps Limited and its controlled entity for the year ended 30 June 2011.

DIRECTORS

The following persons were Directors of Golden Deeps Limited during the financial year and up to the date of this report:

Alex Clemen Michael Norburn David Zukerman

The Directors each held 500,000 options in the Company as at the date of this report.

PRINCIPAL ACTIVITIES

The principal continuing activity of the Company and its controlled entity is the exploration for mineral deposits .

RESULTS

The consolidated profit for the financial year after providing for income tax amounted to $1,095,827 (2010: loss $453,893).

DIVIDENDS

No amounts have been paid or declared as payable during the course of the financial year.

FINANCIAL POSITION

The net assets of the group have increased by $1,118,283 from $1,061,798 at 30 June 2010 to $2,180,081 at 30 June 2011.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Directors are actively engaged in seeking new opportunities. Refer to Review of Operations.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There have not been any significant changes in the state of affairs of the Company and its controlled entity during the financial year, other than as noted in this financial report.

INFORMATION ON DIRECTORS AND COMPANY SECRETARY

The Directors and Company Secretary were in office for the entire period. Set out below are their qualifications, experience, special responsibilities and holdings of shares and options:

DIRECTORS

(i) Alexander Clemen, BSc (Hons), FAusIMM

Mr Clemen is a qualified geologist with over thirty years experience in this field. He has worked for several large, international mining companies in various parts of the world and has experience in exploring for gold, base metals, industrial minerals and diamonds. During the past three years he has also served as a Director of Sabre Resources Ltd and Metals Australia Ltd.

(ii) Michael Norburn, BSc (Hons)

Mr Norburn graduated from the University of Birmingham with an honours degree in engineering and has worked for over twenty five years in the resource industry in Australia, the Middle East and Africa.

Directors’ Report

Page No. 8

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

(iii) David Zukerman

Mr Zukerman has an accounting and finance background. He has held a number of public company directorships in Australia and Asia during the past twenty five years and during the past three years he has also served as a Director of Metals Australia Ltd, Sabre Resources Ltd.

COMPANY SECRETARY

Norman Grafton FCIS has extensive experience in both Australian and international commerce, having previously been based in Singapore, Indonesia, Papua New Guinea and Jamaica. Prior to returning to Australia he was Director of Finance and Company Secretary of the largest agro-industrial operation in Jamaica, on secondment from a major UK firm of corporate managers.

DIRECTORS’ INTEREST IN CONTRACTS

No Director has an interest, whether directly or indirectly, in a contract or proposed contract with the Company.

REMUNERATION REPORT (AUDITED)

2011

Key Management Personnel	Short-term Benefits	Short-term Benefits	Salary	Superannuation	Share-based Payment
	Directors	Consulting
	Fees	Fees			Options	Total
	$	$			$	$
A Clemen	14,000	-	-	-	-	14,000
M Norburn	14,000	-	-	-	-	14,000
D Zukerman	-	6,860	-	8,000	-	14,860
N Grafton	-	21,846	-	8,154	-	30,000
P Frawley	-	-	142,218	12,800	8,482	163,500
L Marshall	-	-	86,828	7,815	-	94,643
	28,000	28,706	229,046	36,769	8,482	331,003

2010

Key Management Personnel	Short-term Benefits	Short-term Benefits	Salary	Superannuation	Share-based Payment
	Directors	Consulting			Options	Total
	Fees	Fees
	$	$			$	$
A Clemen	14,000	3,250	-	-	-	17,250
M Norburn	14,000	-	-	-	-	14,000
D Zukerman	-	16,486	-	-	-	16,486
N Grafton	-	38,193	-	16,307	-	54,500
P Frawley	-	-	-	-	-	-
L Marshall	-	-	-	-	-	-
	28,000	57,929	-	16,307	-	102,236

Directors’ Report

Page No. 9

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

ANALYSIS OF MOVEMENT IN OPTIONS

The movement during the reporting period, of options over ordinary shares in the Company held by each Company Director is detailed below.

Name D Zukerman A Clemen M Norburn	Held at 1 July 2010 $ 500,000 500,000 500,000 1,500,000	Granted During Year $ - - - -	Value of Options Exercised Expired In Year In Year $ $ - - - - - - - -	Sold In Year $ - - - -	Held at 30 June 2011 $ 500,000 500,000 500,000
					1,500,000

No options were granted to Directors during the year under review.

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Non-executive Directors receive a fixed fee, with Executive Directors being remunerated for any professional services conducted for the Company. There are no agreements to make any termination payments to any Director.

Board policy on the remuneration for this exploration company is influenced by comparing fees paid to directors in other companies within the exploration industry, and then set at a level to attract qualified people, to accept the responsibilities of directorship.

No Director has an employment contract, but the employment terms and conditions of key management personnel and Group executives are formalised in twelve month contracts of employment.

Terms of employment require that thirty days notice of termination of contract is required from either employer or employee. There is no agreement to pay any termination payment other than accrued salary and annual leave.

Being an exploration company with no earnings, a relationship is yet to be established between an emolument policy and the company’s performance.

MEETINGS OF DIRECTORS

The number of meetings of the Company’s Board of Directors during the year ended 30 June 2010 and the number of meetings attended were:

Name	Eligible to Attend	Attended
A Clemen	5	5
M Norburn	5	5
D Zukerman	5	5

RETIREMENT, ELECTION AND CONTINUATION IN OFFICE OF DIRECTORS

Mr Clemen retired by rotation as a Director at the Annual General Meeting held on 30 November 2010 and was re-elected.

At the forthcoming Annual General Meeting, Mr Norburn retires by rotation as a Director and will offer himself for re-election.

Directors’ Report

Page No. 10

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

RELEVANT INTEREST OF SHARES IN THE COMPANY

The Directors held no relevant interests in shares of the Company as at 30 June 2011.

ENVIRONMENTAL ISSUES

The Company’s objective is to ensure that a high standard of environmental care is achieved and maintained on all properties. There are no known environmental issues outstanding.

EVENTS SUBSEQUENT TO BALANCE DATE

The Directors are not aware of any matter or circumstance not otherwise dealt with in the report or financial statements that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

INDEMNIFYING OFFICER OR AUDITORS

No indemnities have been given, or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the entity.

PROCEEDINGS ON BEHALF OF THE COMPANY

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

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

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the independent auditor’s declaration as required by section 307c of the Corporations Act 2001 is set out on page 40.

AUDIT COMMITTEE

No Audit Committee has been formed as the Directors believe that the Company is not of a size to justify having a separate Audit Committee. Given the small size of the Board, the Directors believe an Audit Committee structure to be inefficient.

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 audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
The nature of the services provided does 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.

During the year under review, Grant Thornton also provided services in relation to taxation matters. Details of the amounts paid and payable to the auditor of the company, Grant Thornton (WA) Partnership for audit and non-audit services provided during the year are set out in Note 6 to the Financial Statements.

Directors’ Report

Page No. 11

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

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This report is made in accordance w ith a resolu t ion of the Directors.

D N Zuker m an DIRECTO R

Dated this n ineteenth d a y of Septe m ber 2011 Perth, Wes t ern Australi a

Directors’ Report

Page No. 12

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011

Notes Revenue Interest earned Gain on sale of tenement 4 Investments marked to market Cost recovery Expenses Employee benefits expense Management fees Exploration expenses Directors fees and services Option issue expensed Administration costs Depreciation Other expenses Profit/(Loss) before income tax Income tax 5 Profit/(Loss) after income tax 16 Other Comprehensive Income Total Comprehensive Income/(loss) Earnings per share Basic earnings/(loss) per share 18	Consolidated 2011 2010 $ $ 72,008 79,535 1,492,821 - 161,333 - 155,169 - 1,881,331 79,535 228,044 - 231,940 226,462 16,838 32,903 42,860 44,486 21,206 - 163,443 162,547 5,768 1,032 75,405 65,998 785,504 533,428 1,095,827 (453,893) - - 1,095,827 (453,893) - - 1,095,827 (453,893) 2011 2010 (cents) (cents) 2.9 (1.2)	Consolidated 2011 2010 $ $ 72,008 79,535 1,492,821 - 161,333 - 155,169 - 1,881,331 79,535 228,044 - 231,940 226,462 16,838 32,903 42,860 44,486 21,206 - 163,443 162,547 5,768 1,032 75,405 65,998 785,504 533,428 1,095,827 (453,893) - - 1,095,827 (453,893) - - 1,095,827 (453,893) 2011 2010 (cents) (cents) 2.9 (1.2)
		79,535 - 226,462 32,903 44,486 - 162,547 1,032 65,998
		533,428 (453,893) -
		(453,893)
		-
		(453,893)
		2010 (cents) (1.2)

Diluted earnings per share have no effect as compared to the Basic earnings per share.

The statement above should be read in conjunction with the accompanying notes

Consolidated Statement of Comprehensive Income

Page No. 13

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011

GOLDEN DEEPS LIMITED

Notes CURRENT ASSETS Cash and cash equivalents 8 Trade and other receivables 9 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment 10 Exploration 11 Other financial assets 12 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 13 Provisions for rehabilitation TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 14 Share option reserve 15 Accumulated losses 16 TOTAL EQUITY	Consolidated 2011 2010 $ $ 1,019,287 1,391,927 77,289 31,873 1,096,576 1,423,800 23,901 27,521 80,087 - 1,181,000 133,000 1,284,988 160,521 2,381,564 1,584,321 183,483 94,523 18,000 428,000 201,483 522,523 201,483 522,523 2,180,081 1,061,798 9,155,316 9,155,316 893,516 871,060 (7,868,751) (8,964,578) 2,180,081 1,061,798	Consolidated 2011 2010 $ $ 1,019,287 1,391,927 77,289 31,873 1,096,576 1,423,800 23,901 27,521 80,087 - 1,181,000 133,000 1,284,988 160,521 2,381,564 1,584,321 183,483 94,523 18,000 428,000 201,483 522,523 201,483 522,523 2,180,081 1,061,798 9,155,316 9,155,316 893,516 871,060 (7,868,751) (8,964,578) 2,180,081 1,061,798
		1,423,800
		27,521 - 133,000
		160,521
		1,584,321 94,523 428,000
		522,523
		522,523
		1,061,798
		9,155,316 871,060 (8,964,578)
		1,061,798

The statement above should be read in conjunction with the accompanying notes

Consolidated Statement of Financial Position

Page No . 14

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011

CONSOLIDATED ENTITY

Balance as at 1 July 2009 Profit/(loss) for the year Balance as at 30 June 2010 Profit/(loss) for the year Options granted Balance as at 30 June 2011	Issued Capital $ 9,155,316 - 9,155,316 - - 9,155,316	Option Reserve $ 871,060 - 871,060 - 22,456 893,516	Accumulated Losses $ (8,510,685) (453,893) (8,964,578) 1,095,827 - (7,868,751)	Total $ 1,515,691 (453,893) 1,061,798 1,095,827 22,456
				2,180,081

The accompanying notes form part of these financial statements

Consolidated Statement of Changes in Equity

Page No . 15

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011

Notes Cash flow from operating activities Payments to suppliers and employees Interest received Other income Net cash outflow from operating activities 17 Cash flow from investing activities Proceeds from sale of tenement Purchase of property, plant and equipment Exploration and Evaluation expenditure Purchase of shares Net cash inflow/(outflow) from investing activities Cash flow from financing activities Options issued Net cash inflow from financing activities Net increase/(decrease) in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 8	Consolidated 2011 2010 $ $ (684,216) (605,467) 58,076 88,119 155,169 - (470,971) (517,348) 282,821 - (2,148) (27,522) (96,925) - (86,667) - 97,081 (27,522) 1,250 - 1,250 - (372,640) (544,870) 1,391,927 1,936,797 1,019,287 1 ,391,927	Consolidated 2011 2010 $ $ (684,216) (605,467) 58,076 88,119 155,169 - (470,971) (517,348) 282,821 - (2,148) (27,522) (96,925) - (86,667) - 97,081 (27,522) 1,250 - 1,250 - (372,640) (544,870) 1,391,927 1,936,797 1,019,287 1 ,391,927
		(517,348)
		- (27,522) - -
		(27,522)
		-
		-
		(544,870) 1,936,797
		1 ,391,927

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

Consolidated Statement of Cash Flows

Page No. 16

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

1. CORPORATE INFORMATION

The financial report of Golden Deeps Limited (the Company) for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of the Directors on 16 September 2011.

Golden Deeps Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.

The nature of the operations and principal activities of the Group are mineral exploration and investment.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and complies with other requirements of the law. The financial report has also been prepared on an accruals basis and on a historical cost basis, except for financial assets and liabilities, which have been measured at fair value.

The financial report is presented in Australian dollars.

(b) Statement of compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS).

(c) New Accounting standards and interpretation

The AASB has issued new, revised and amended standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows:

New / revised	Superseded		Explanation of	Effective	Example	Related		Likely impact
pronouncement	pronouncement		amendments	date (i.e.	disclosure of	pronouncement
				annual	impact of new	which must be
				reporting	standard on the	early adopted if
				periods	financial report (if	this standard is
				ending on or	standard is not	early adopted
				after)	early adopted)
Accounting Standards
AASB 9 Financial	AASB	139	AASB 9 introduces new	31	AASB 9 amends	IFRS 9		These
Instruments	Financial		requirements for the	December	the classification			amendments
	Instruments:		classification and	2013	and measurement			are not
AASB 2009-11 Amendments to Australian Accounting	Recognition and Measurement (part)		measurement of financial assets. AASB 9 uses a single approach to determine whether a financial asset is measured		of financial assets; the effect on the entity will be that more assets are held at fair value			expected to impact the Group.
Standards arising			at amortised cost or fair		and the need for
from AASB 9			value, replacing the many		impairment testing
			different rules in AASB		has been limited
			139 and removes the		to assets held at
			impairment requirement		amortised cost
			for financial assets held at		only.
			fair value.
AASB 2009-5 Further	N/a		Makes various amendments to	31 December	Given the number of	Related	standard	Varies
Amendments to			a number of standards and	2010	standards amended by	where applicable		depending on
Australian Accounting			interpretations in line with the		AASB 2009-5, an			relevance,
Standards arising from			IASB annual improvements		example disclosure is			however impact
the Annual			project.		not included.			is unlikely to be
Improvements Project								significant.
[AASB 5, 8, 101, 107,					Entities assess the

Notes to the Consolidated Financial Statements

Page No. 17

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

New / revised	Superseded	Explanation of	Effective	Example	Related	Likely impact
pronouncement	pronouncement	amendments	date (i.e.	disclosure of	pronouncement
			annual	impact of new	which must be
			reporting	standard on the	early adopted if
			periods	financial report (if	this standard is
			ending on or	standard is not	early adopted
			after)	early adopted)
117, 118, 136 & 139]				impact of each of the
				amendments on their
				organisation.
AASB 2009-9	AASB 1 First Time	AASB 2009-9 makes	31 December	As this is not the first	AASB 1	No impact for
Amendments to	adoption of	amendments to ensure that	2010	year of adoption of		entities who are
Australian Accounting	Australian	entities applying Australian		IFRSs, these		applying IFRS.
Standards –	Equivalents to	Accounting Standards for the		amendments will not
Additional	International	first time will not face undue		have any impact on
Exemptions for First-	Financial Reporting	cost or effort in the transition		the entity’s financial
time Adopters	Standards (June	process in particular		report
	2007)	situations.
AASB 2009-10	AASB 132	AASB 2009-10 makes	31 January	As the entity does not	AASB 132	These
Amendments to	Financial	amendments which clarify	2011	have any rights,		amendments
Australian Accounting	Instruments:	that rights, options or warrants		options or warrants to		are not
Standards –	Presentation	to acquire a fixed number of		acquire their own		expected to
Classification of		an entity’s own equity		equity instruments,		impact the
Rights Issues		instruments for a fixed amount		these amendments		Group
		in any currency are equity		will not have any
		instruments if the entity offers		impact on the entity’s
		the rights, options or warrants		financial report.
		pro rata to all existing owners
		of the same class of its non-
		derivative equity instruments.

The Group does not anticipate early adoption of any of the above reporting requirements and does not expect these requirements to have any material effect on the Group’s financial Statements.

(d) Basis of consolidation

The consolidated financial statements comprise the financial statements of Golden Deeps Limited and its subsidiary ('the Group').

The financial statements of the subsidiary are prepared for the same reporting period as the parent company, using consistent accounting policies.

All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Golden Deeps Limited had control.

Minority interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately for the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

(e) Interest in joint venture operation

The Group’s interest in any joint venture operation is accounted for by recognising the Group's assets and

Notes to the Consolidated Financial Statements

Page No. 18

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

liabilities from the joint venture, as well as expenses incurred by the Group and the Group's share of income earned from the joint venture, in the consolidated financial statements.

(f) Foreign currency translation

Both the functional and presentation currency of Golden Deeps Limited and its subsidiary is the Australian dollar (A$).

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.

All differences in the consolidated financial report are taken to the statement of comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

As at the reporting date the assets and liabilities of any overseas subsidiaries would be translated into the presentation currency of Golden Deeps Limited at the rate of exchange ruling at the reporting date and the statement of comprehensive incomes are translated at the weighted average exchange rates for the period.

The exchange differences arising on the retranslation are taken directly to a separate component of equity.

On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the statement of comprehensive income.

(g) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

Plant and equipment - over 3 to 5 years Furniture - over 10 years

Impairment

The carrying values 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 inflows, 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 estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

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.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal

Notes to the Consolidated Financial Statements

Page No. 19

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the period the item is derecognised.

(h) Goodwill

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is not amortised.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies.

Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.

Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.

Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

(i) Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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.

(j) Investments and other financial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.

All regular way purchases and sales of financial assets are recognised on the trade date, i.e. that date that the

Notes to the Consolidated Financial Statements

Page No. 20

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or conversion in the market place.

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

Financial assets classified as held for trading are included in the category “financial assets at fair value through profit or loss”. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term with the intention of making a profit. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss.

( ii) Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Investments that are intended to be held-to maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

(iii) Loans and receivables

Loans and receivables, including loan notes and loans to key management personnel are non-derivative financial assets with fixed or determinable payment that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

(iv) Available-for-sale-investments

Available-for-sale-investments are those non-derivative financial assets that are designated as available-for-sale or are not classified as any of the three preceding categories. After initial recognition, available-for-sale investments are measured at fair value with gains or losses being recognised as a separate economic component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible and keeping judgemental inputs to a minimum.

(k) Exploration and Development Expenditure

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

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

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

Notes to the Consolidated Financial Statements

Page No. 21

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

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

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

(l) Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognized and carried at original invoice amount less an allowance for any uncollectible amounts.

An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

(m) 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.

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

(n) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow 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.

(o) Share-based payment transactions

(i) Equity settled transactions:

The Group provides benefits to Directors, management personnel and consultants in the form of share-based payments whereby personnel render services in exchange for options to purchase shares.

The cost of these equity-settled transactions was measured by reference to the fair value of the equity instruments at the date on which they were granted. The fair value was determined using the Black Scholes formula.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Golden Deeps Limited (market conditions). The cost of equity-settled transactions was recognised, together with the corresponding increase in equity, on the date of grant of the options.

Notes to the Consolidated Financial Statements

Page No. 22

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(ii) Cash settled transactions:

The Group does not provide benefits to employees in the form of cash-settled share based payments.

Any cash-settled transactions would be measured initially at fair value at the grant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to and including the settlement date with changes in fair value recognised in profit or loss.

(p) Revenue

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. The following specific recognition criteria must also be met before revenue is recognised:

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer.

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

Dividends

Revenue is recognised when the shareholders’ right to receive the payment is established.

(q) Income tax

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised:

except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and,
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that

Notes to the Consolidated Financial Statements

Page No. 23

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive income.

(r) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(s) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

(t) 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.

(u) Earnings per share

Basic earnings per share is calculated as net profit/(loss) attributable to members of the parent, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit/(loss) attributable to members of the parent, adjusted for:

the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Notes to the Consolidated Financial Statements

Page No. 24

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

(v) Comparatives

Certain comparatives have been reclassified where necessary to be consistent with the current year’s disclosures.

3. Significant Accounting Judgments, Estimates and Assumptions

In applying the Group’s accounting policies, management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions. Significant judgments, estimates and assumptions made by management in the preparation of these financial statements are outlined below:

(i) Significant accounting judgments include:

(a) Classification of and value of investments

The Group has decided to classify investments in listed securities as “held for trading” investments and movements in fair value are recognised directly in the Statement of comprehensive income. The fair value of listed shares has been determined by reference to published price quotations in an active market.

(b) Provision for investments in and loans to subsidiaries

Investments in and loans to subsidiaries are fully provided for until such time as subsidiaries are in a position to repay loans.

The Group determines whether exploration expenditure is impaired on at least an annual basis based on historical information and best available current information. This requires an estimation of the recoverable amount as discussed in note 2 (k).

(ii) Significant accounting estimates and assumptions include:
(a) Provision for rehabilitation

Where applicable, the Group makes provision for material restoration obligations. The amount recognised includes the cost of reclamation and site rehabilitation after taking into account any restoration works which are carried out during exploration. The provision for rehabilitation costs is determined from an estimate of future costs which may be incurred in rehabilitating exploration sites.

(b) Estimation of useful lives of assets

The estimation of the useful lives of assets has been based on historical experience as well as manufacturers’ warranties (for plant and equipment) and turnover policies (for motor vehicles). In addition, the condition of assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful life are made when considered necessary. Depreciation charges are included in note 10.

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Notes to the Consolidated Financial Statements

Page No. 25

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

4. Gain on sale of tenement

Net cash proceeds Shares Write back of rehabilitation provision . Income Tax The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax payable on profit from original activities before income tax at 30% Add: Tax effect of: Other non-allowable items Other assessable items Deferred tax asset not brought to account Less: Tax effect of: Other non-assessable income Recoupment of prior tax losses not previously brought to account Income tax attributable to entity Unrecognised deferred tax assets - Tax losses: operating losses - Temporary differences - Temporary differences equity Unrecognised deferred tax liabilities	Consolidated 2011 2010 $ $ 282,821 - 800,000 - 410,000 - 1,492,821 - Consolidated 2011 2010 $ $ 328,748 (136,168) 8,895 324 - - - 135,844 8,895 136,168 - (48,400) - (289,243) - (337,643) - - - 1,292,442 1,434,970 13,341 131,850 - - 1,305,783 1,566,820 (30,720) (2,514)	Consolidated 2011 2010 $ $ 282,821 - 800,000 - 410,000 - 1,492,821 - Consolidated 2011 2010 $ $ 328,748 (136,168) 8,895 324 - - - 135,844 8,895 136,168 - (48,400) - (289,243) - (337,643) - - - 1,292,442 1,434,970 13,341 131,850 - - 1,305,783 1,566,820 (30,720) (2,514)
		136,168 - - -
		-
		-
		1,434,970 131,850 -
		1,566,820
		(2,514)

5. Income Tax

The benefits will only be obtained if:-

(i) The companies derive future assessable income of a nature and of an amount sufficient to enable the benefit from the deduction for the losses to be realised;

(ii) The companies continue to comply with the conditions for deductibility imposed by the Law; and

(iii) No changes in tax legislation adversely affect the companies in realising the benefits from the deductions for the losses.

Notes to the Consolidated Financial Statements

Page No. 26

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

6. Auditor’s Remuneration

Amounts received or due and receivable by the Company's auditors for:- Auditing the Company's financial statements Other services to the Company	Consolidated 2011 2010 $ $ 15,869 21,445 6,000 10,000 21,689 31,445	Consolidated 2011 2010 $ $ 15,869 21,445 6,000 10,000 21,689 31,445
		31,445

7. Key Management Personnel

(a) Details of Key Management Personnel are:

Key Management Person

Position

A Clemen Non Executive Director M Norburn Non Executive Director D Zukerman Executive Director N Grafton Company Secretary P Frawley Exploration Manager L Marshall Exploration Manager

Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report

(b) Options and Rights Holdings

Number of Options Held by Key Management Personnel

A Clemen M Norburn D Zukerman N Grafton P Frawley Total A Clemen M Norburn D Zukerman N Grafton P Frawley Total	Balance 1 July 2010 Granted as Compensation Options Exercised Net Change Other 500,000 - - - 500,000 - - - 500,000 - - - 500,000 - - - - 500,000 - -
	2,000,000 500,000 - -
	Balance 30 June 2011 Total Vested 30 June 2011 Total Exercisable 30 June 2011 Total Unexercisable 30 June 2011 500,000 500,000 500,000 - 500,000 500,000 500,000 - 500,000 500,000 500,000 - 500,000 500,000 500,000 - 500,000 500,000 500,000 -
	2,500,000 2,500,000 2,500,000 -

Notes to the Consolidated Financial Statements

Page No. 27

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

8. Cash and Cash Equivalents

Represented by: Cash at bank Bank deposit maturing within three months 9. Trade and Other Receivables Current Represented by: Other debtors 10. Plant and Equipment Plant and Equipment, at cost Less: accumulated depreciation Movement: Opening written down value Additions Depreciation Closing written down value 11. Exploration Expenditure Opening balance Exploration expenditure Exploration expenditure written off	Consolidated 2011 2010 $ $ 119,287 141,927 900,000 1,250,000 1,019,287 1,391,927 77,289 31,873 34,297 32,149 (10,396) (4,628) 23,901 27,521 27,521 1,031 2,148 27,521 (5,768) (1,031) 23,901 27,521 - - 96,925 32,903 (16,838) (32,903) 80,087 -	Consolidated 2011 2010 $ $ 119,287 141,927 900,000 1,250,000 1,019,287 1,391,927 77,289 31,873 34,297 32,149 (10,396) (4,628) 23,901 27,521 27,521 1,031 2,148 27,521 (5,768) (1,031) 23,901 27,521 - - 96,925 32,903 (16,838) (32,903) 80,087 -
		1,391,927
		31,873
		32,149 (4,628)
		27,521
		1,031 27,521 (1,031)
		27,521
		- 32,903 (32,903)
		-

The Company's exploration properties may be subject to claim(s) under native title, or contain sacred sites or sites of significance to Aboriginal people. As a result exploration properties or areas within the tenement may be subject to exploration and/or mining restrictions or incur a liability for compensation. It is not possible to quantify these restrictions and liabilities at this time.

12. Other Financial Assets

Non-Current Deposit guarantees Financial assets at fair value through profit or loss	133,000 1,048,000 1,181,000	133,000 -
		133,000

Notes to the Consolidated Financial Statements

Page No. 28

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

13. Trade and other Payables

Current

Payables

Consolidated	Consolidated
2011	2010
$	$
183,483	94,523

14. Issued Capital

There have been no movements in ordinary share capital of the Company during the last two years

Date		Number	Issue	Amount
		of	Price
		Shares	(cents)	$
1 July 2009	Balance	38,445,322		9,155,316
30 June 2010	Balance	38,445,322		9,155,316
30 June 2011	Balance	38,445,322		9,155,316

The Company’s capital consists of Ordinary Shares. The Company does not have a limited amount of authorised capital. The shares have no par value and are entitled to participate in dividends and the proceeds on any winding up of the Company in proportion to the number of Shares held.

At shareholders’ meetings each fully paid Ordinary Share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Capital Management

Management controls the capital of the Group in order to maintain a good debt to equity ratio and to ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.

15. Share Option Reserve

Date	Details	Number of	Unit	Amount
		Options	Price
			(cents)	$
1 July 2009	Balance	7,000,000		871,060
30 June 2010	Balance	7,000,000		871,060
5 July 2010	Options Granted	1,250,000		22,456
30 June 2011	Balance	8,250,000		893,516

Should the options not be exercised, capital gains tax may be assessed against the funds contributed.

Notes to the Consolidated Financial Statements

Page No. 29

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

16. Accumulated Losses
				Consolidated
				2011	2010
				$	$
Accumulated losses at the
beginning of the year				(8,964,578)	(8,510,685)
Profit/(Loss) for year				1,095,827	(453,893)
Accumulated losses at the end of the financial year				(7,868,751)	(8,964,578)
17. Cash Flow Information
Reconciliation of Cash Flow	from	operations	with
Profit/(Loss) after tax
Profit/(loss) after income tax				1,095,827	(453,893)
Cash flows excluded from profit attributable to investing activities
Proceeds from the sale of tenement				(282,821)	-
Non-cash flows in profit/(loss)
Revaluation of investments
Share options expensed				21,206	-
Depreciation				5,768	1,032
Unrealised gains on investments				(161,333)	-
Net gain on disposal of tenement				(800,000)	-
Write-off of capitalised expenditure				16,838	-
Write back of rehabilitation provision				(410,000)	-
Changes in assets and liabilities
Decrease/(increase) in receivables				(45,416)	10,419
(Decrease)/increase in trade & other payables				88,960	(74,906)
Net cash used by operating activities				(470,971)	(517,348)
18. Earnings per share
				2011	2010
				Number	Number
Weighted average number of shares on issue
during the financial year used in the calculation
of basic earnings per share				38,445,322	38,445,322
Options to purchase ordinary shares not exercised at June 30, 2011 have not been included in the
determination of basic earnings per share. Diluted profit per share has not been disclosed, as it does not show
a position which is inferior to basic earnings per share.
				2011	2010
Profit/(loss) per share - cents				2.9	(1.2)

Notes to the Consolidated Financial Statements

Page No. 30

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

19. Financial Instruments

(a) Interest Rate Risk

The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on those financial assets and financial liabilities, is as follows:

Financial Assets Cash and cash equivalents Bank deposit over 3 months Receivables Held-for-trading investments Total Financial Assets Financial Liabilities Trade and other payables Net Financial Assets	Floating Interest Rate Non-Interest Bearing TOTAL 2011 2010 2011 2010 2011 2010 0.00% - 6.24% 0.00%-6.24% $ $ $ $ $ $ 1,019,287 1,391,927 - - 1,019,287 1,391,927 133,000 133,000 - - 133,000 133,000 - - 77,289 31,873 77,289 31,873 - - 1,048,000 - 1,048,000 -
	1,152,287 1,524,927 1,125,289 31,873 2,277,576 1,556,800 - - (183,483) (94,523) (183.483) (94,523)
	1,152,287 1,524,927 941,806 (62,650) 2,094,093 1,462,277

Reconciliation of Financial Assets to Net Assets

Net financial assets Exploration expenditure Equipment Provision for rehabilitation Net assets	Consolidated 2011 2010 $ $ 2,094,093 1,462,277 80,087 - 23,901 27,521 (18,000) (428,000) 2,180,081 1,061,798	Consolidated 2011 2010 $ $ 2,094,093 1,462,277 80,087 - 23,901 27,521 (18,000) (428,000) 2,180,081 1,061,798
		1,061,798

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount of those assets, net of any provision for doubtful debts, as disclosed in the statement of financial position and notes to the financial report.

The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the consolidated entity.

(c) Net Fair Values

The carrying amount of financial assets and financial liabilities recorded in the financial statements represent their respective net fair values determined in accordance with the accounting policies disclosed in Note 2 to the financial statements.

(d) Financial Risk Management

The Group’s financial instruments consist mainly of deposits with recognised banks, investments in bank bills up to 90 days, accounts receivable and accounts payable, investments in listed and unlisted securities, and loans to subsidiaries. Liquidity is managed, when sufficient funds are available, by holding sufficient funds in a current account to service current obligations and surplus funds invested in bank bills. The Directors analyse interest rate exposure and evaluate treasury

Notes to the Consolidated Financial Statements

Page No. 31

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

management strategies in the context of the most recent economic conditions and forecasts. The main risks the Group is exposed to through its financial instruments are the depository banking institution itself, holding the funds, and interest rates. The Group has no exposure to foreign currency risks. The Group’s credit risk is minimal, as being an exploration company, no goods are sold, or services provided, for which consideration is claimed. Risk management on the Group’s investments is achieved by maintaining a close watch on market conditions as they apply to the investee companies.

(e) Liquidity Risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages the risk through the following mechanisms:

preparing forward looking cash flow analysis in relation to its operational, investing and financing activities;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

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

Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities will be rolled forward.

Consolidated Group			Within 1 Year	Within 1 Year	1 to 5 Years	1 to 5 Years	Over 5 Years	Over 5 Years	Total	Total
			2011	2010	2011	2010	2011	2010	2011		2010
			$	$	$	$	$	$	$		$
Financial Liabilities - Due		for Payment
Trade and other payables			83,729	94,523	-	-	-	-	83,729		94,523
Total expected outflows			83,729	94,523	-	-	-	-	83,729		94,523
Financial Assets	-	Cash	Flows
Realisable
Cash and cash			119,287	141,927	-	-	-	-	119,287		141,927
equivalents
Bank deposits over 3			900,000	1,250,000	-	-	-	-	900,000	1,250,000
months
Receivables			77,289	31,873	-	-	-	-	77,289		31,873
Held-for-trading			-	-	1,048,000	-	-	-	1,048,000		-
investments
Total anticipated inflows		1,096,576		1,423,800	1,048,000	-	-	-	2,144,576	1,423,800

Net (outflow)/inflow on financial instruments		1,012,847		1,329,277	1,048,000	-	-	-	2,060,847	1,329,277

(f) Sensitivity Analysis

Interest Rate Risk, Foreign Currency Risk and Price Risk

The group has performed sensitivity analysis relating to its exposure to interest rate risk, foreign currency risk and price risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks. Interest Rate Sensitivity Analysis

Notes to the Consolidated Financial Statements

Page No. 32

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

At 30 June 2011, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:

	Consolidated	Consolidated
	2011	2010
	$000	$000
Change in profit
-Increase in interest rate by 2%	9	18
-Decrease in interest rate by 2%	(9)	(18)
Change in Equity
-Increase in interest rate by 2%	9	18
-Decrease in interest rate by 2%	(9)	(18)

(g) Price risk

Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors for commodities.

The Group is also exposed to securities price risk on investments held for trading or for medium to longer terms. Such risk is managed through diversification of investments across industries and geographical locations.

Financial Instruments Measured at Fair Value

The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels:

– quoted prices in active markets for identical assets or liabilities (Level 1);

– inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and

– inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

Consolidated Group 2011 Financial assets Financial assets at fair value through profit or loss: - investments – held-for-trading 2010 Financial assets Financial assets at fair value through profit or loss: - investments – held-for-trading	Level 1 Level 2 Level 3 Total $000 $000 $000 $000 1,048 - - 1,048
	1,048 - - 1,048
	- - - -
	- - - -

Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing quoted bid prices at the end of the reporting period, excluding transaction costs.

Notes to the Consolidated Financial Statements

Page No. 33

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

20. Investment in controlled entities

Name	Country of	Class	Equity Holding	Equity Holding	Book	Value of	Contribution to	Contribution to
of Entity	Incorporation	of	(%)		Investment		Consolidated Result
		Shares
			2011	2010	2011	2010	2011	2010
			%	%	$	$	$	$
Cerep Pty Ltd	Australia	Ordinary	100	100	-	-	1,082,821	(10,631)

21. Related Parties

Wholly owned subsidiary Cerep Pty Ltd has been loaned $1,005,215 to date, to conduct exploration.

All transactions with Directors are disclosed in Note 6.

22. Segment Reporting

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company is managed on the basis of its development and exploration of the group’s mineral interests in the geographical region of Australia.

The group operates in the resources industry in Western Australia and Victoria.

Revenue Share of net profit/(loss) Income tax expense Net profit/(loss) after tax Segment assets Segment liabilities Net assets	Australia Consolidated 2011 $ 2010 $ 2011 $ 10 $ 1,881,331 79,535 1,881,331 79,535
	1,095,827 (453,893) 1,095,827 (453,893) - - - -
	1,095,827 (453,893) 1,095,827 (453,893)
	2,381,564 1,584,321 2,381,564 1,584,321 (201,483) (522,523) (201,483) (522,523)
	2,180,081 1,061,798 2,180,081 1,061,798

Notes to the Consolidated Financial Statements

Page No. 34

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

23. Commitments

(i) Mining Tenements

As part of ongoing activities, the consolidated entity is required to commit to minimum expenditures to retain its interest in its mining tenements. Over the next five years this amounts to $763,800, as follows:

Year Ending 30 June 2012 2013 2014 2015 2016	Amount $ 171,200 182,200 206,000 109,400 95,000
	763,800

(ii) Management Agreement

The Company has an agreement with a management service company for the provision of services at $214,259 per annum plus CPI. Charges are at commercial terms in accordance with the agreement entered into on 14 November 2007 for a five year term.

24. Contingent Liabilities

No contingent liability exists for termination benefits under service agreements with Directors or persons who take part in the management of the Company. There are no contingent liabilities as at 30 June 2011.

25. Share based payment plan

On 5 July 2010, 1,250,000 unlisted share options were granted to employees and consultants, at a cost of 0.1 cents per option, to take up ordinary shares in the Company at an exercise price of 12 cents each. These options vested immediately and are exercisable on or before 30 September 2011. The options hold no voting or dividend rights and are not transferrable.

A summary of all outstanding Company options is as follows:

Number	Exercise
	Price
Options outstanding as at 1 July 2010 7,000,000	12 cents
Granted on 5 July 2010 1,250,000	12 cents
Options outstanding at 30 June 2011 8,250,000	12 cents

No options were exercised or expired during the year.

500,000 of the above options were granted to a key management employee as compensation. Further details are provided in the Directors’ Report.

26. Events Subsequent to Balance Date

No matters or circumstances have arisen since the end of the year which significantly affect, or may affect, the operations of the economic entity, the results of these operations, or the state of affairs of the economic entity in subsequent financial years.

Notes to the Consolidated Financial Statements

Page No. 35

GOLDEN DEEPS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

27. Parent Entity Information

The following details information related to the parent entity, Golden Deeps Limited, at 30 June 2011. The information presented here has been prepared using consistent accounting policies as shown in Note 2.

ASSETS Current assets Non-current assets TOTAL ASSETS LIABILITIES Current liabilities Non-current liabilities TOTAL LIABILITIES EQUITY Issued capital Accumulated losses TOTAL EQUITY RESERVES Share option reserve TOTAL RESERVES FINANCIAL PERFORMANCE Profit/(loss) for the year TOTAL COMPREHENSIVE PROFIT/(LOSS)	Parent Entity 2011 2010 $ $ 1,096,576 1,423,800 1,280,346 160,521 2,376,922 1,584,321 (201,483) (522,523) - - (201,483) (522,523) 9,155,316 9,155,316 (7,873,393) (8,964,578) 1,281,923 190,738 893,516 871,060 893,516 871,060 1,091,185 (453,893) 1,091,185 (453,893)	Parent Entity 2011 2010 $ $ 1,096,576 1,423,800 1,280,346 160,521 2,376,922 1,584,321 (201,483) (522,523) - - (201,483) (522,523) 9,155,316 9,155,316 (7,873,393) (8,964,578) 1,281,923 190,738 893,516 871,060 893,516 871,060 1,091,185 (453,893) 1,091,185 (453,893)
		1,584,321
		(522,523) -
		(522,523)
		9,155,316 (8,964,578)
		190,738
		871,060
		871,060
		(453,893)
		(453,893)

No guarantees have been entered into by the parent entity on behalf of its subsidiary.

No contingent liabilities exist.

Notes to the Consolidated Financial Statements

Page No. 36

GOLDEN DEEPS LIMITED

DIRECTORS' DECLARATION

In the op i nion of the D irectors of G olden Dee p s Limited (t h e “Compan y ”):
(a) t he financial statements and notes s e t out on pages 13 to 3 5 , and the R e muneratio n disclosure s t hat are contained in pages 9 to 11 of the Remuneration R e port in the Directors’ Report, are i n a ccordance w ith the Cor p orations A c t 2001 , incl u ding:
(i) giving a true and fair view of th e Group’s fi n ancial posi t ion as at 3 0 June 2011 and of it s performan c e, for the fi n ancial year e nded on th a t date; and
(ii) complying with Australian Acc o unting Sta n dards (in c luding the Australian Accountin g Interpretations) and th e Corporatio n s Regulations 2001; an d
(iii) complying with Interna t ional Finan c ial Reportin g Standards as disclose d in Note 1.
(b) t h e remuner a tion disclos u res that ar e contained in pages 9 t o 11 of the Remunerati o n Report i n t h e Director s ’ Report c o mply with A ustralian A ccounting S tandard A A SB 124 R e lated Part y D isclosures a nd
(c) t h ere are re a sonable gr o unds to bel i eve that th e Company w ill be able to pay its d ebts as an d w hen they b e come due and payable.
The Directors h a ve been gi v en the dec l arations re q uired by S e ction 295A of the Cor p orations Ac t 2001 from the C h ief Executive Officer an d Chief Financial Officer for the fina n cial year en d ed 30 Jun e 2011.

Signed in a c cordance w ith a resolution of the Di r ectors:

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D N Zuker m an DIRECTO R

Dated this n ineteenth d a y of Septe m ber 2011 Perth, Western A u stralia

Directors' Declaration

Page No . 37

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Grant Thornton (WA) Partnership ABN 17 735 344 518

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Report To the Members of Golden Deeps Limited

Report on the financial report

We have audited the accompanying financial report of Golden Deeps Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001. This responsibility includes such internal controls as the Directors determine are necessary to enable the preparation of the financial report to be free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies 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 which require us to 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.

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

Page No. 38

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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 Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Golden Deeps 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 2011 and of its performance for the year ended on that date; and
ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 9 to 11 of the directors’ report for the year ended 30 June 2011. 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.

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Auditor’s opinion on the remuneration report

In our opinion, the remuneration report of Golden Deeps Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001.

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GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

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P W Warr Partner

Perth, 19 September 2011

Page No. 40

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Grant Thornton (WA) Partnership ABN 17 735 344 518

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration To the Directors of Golden Deeps Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Golden Deeps Limited for the year ended 30 June 2011, 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.

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GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

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P W Warr Partner

Perth, 19 September 2011

Liability limited by a scheme approved under Professional Standards Legislation

Page No. 41

GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

________________

INTRODUCTION

Golden Deeps Limited ACN 054 570 777 ("the Company") has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below.

The following additional information about the Company's corporate governance practices is set out on the Company's website at www.goldendeeps.com :

– Principle 1 Lay solid foundations for management and oversight

Responsibilities of the Board

The Board is responsible for the following matters:

ensuring the Company’s conduct and activities are ethical and carried out for the benefit of all its stakeholders;

development of corporate strategy, implementation of business plans and performance objectives;

reviewing, ratifying and monitoring systems of risk management, codes of conduct, internal control system and legal and regulatory compliance;

the appointment of the Company’s Corporate Manager, Chief Financial Officer, Company Secretary and other senior executives;

monitoring senior executives’ performance and implementation of strategy;

determining appropriate remuneration policies;

allocating resources and ensuring appropriate resources are available to management;

approving and monitoring the annual budget, progress of major capital expenditure, capital management, and acquisitions and divestitures; and

approving and monitoring financial and other reporting.

Chairman

The Chairman is responsible for leadership of the Board and for the efficient organisation and conduct of the Board’s business. The Chairman should facilitate the effective contribution of all directors and promote constructive and respectful relations between directors and between the Board and management of the Company. The Chairman is responsible for briefing directors on issues arising at Board meetings and ultimately is responsible for communications with shareholders and arranging Board performance evaluation.

Corporate Manager

The Corporate Manager, appointed by a contractual arrangement with the Company, is responsible for running the affairs of the Company under the supervision and direction of the Board. In carrying out its responsibilities the Corporate Manager 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.

Company Secretary

The Company Secretary is responsible for monitoring the extent that Board policy and procedures are followed, and coordinating the timely completion and despatch of Board agendas and briefing material. All Directors are to have access to the Company Secretary.

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Performance evaluation

The Chairman and/or the Corporate Manager are responsible for reviewing the performance of each executive at least once every calendar year with reference to the terms of their employment contract.

Reporting

The Company, will, in the corporate governance statement section of its Annual Report, include the recommended information set out in the ASX Corporate Governance Principles in relation to the Guide to reporting on Principle 1.

Principle 2 - Structure the Board to add value

Composition of the Board

The Company will ensure that the Board will be of a size and composition that is conducive to making appropriate decisions and be large enough to incorporate a variety of perspectives and skills, and to represent the best interests of the Company as a whole rather than of individual shareholders or interest groups. It will not, however, be so large that effective decision-making is hindered.

Independent Directors

The Company will regularly review whether each non-executive director is independent and each non-executive director should provide to the Board all information that may be relevant to this assessment. If a director’s independence status changes this should be disclosed and explained to the market in a timely fashion.

The Company will endeavour to ensure that it has a majority of independent directors at all times, subject to the right of shareholders in general meeting to elect and remove directors.

Chairman

While the Chairman should be a non-executive director who is independent and who should not also be the chief executive officer of the Company, the Company has not formally appointed a Chairman, preferring to rely upon Mr Zukerman as its Executive Director to fulfil this role. Mr Zukerman does not satisfy the Independence Criteria. The Board believes that Mr Zukerman is the most appropriate person for the position of Chairman because of his extensive experience.

Although the Board recognises the importance of the need for the division of responsibilities between the Chairman and the Managing Director, the existing structure, whereby Mr Zukerman carries out the duties of both roles, is considered appropriate to the Company’s present circumstances. It provides a unified structure, which the Board believes is important given the Company’s present stage of corporate development. Mr Zukerman has been a significant force in the current direction of the Company, and has provided strong and effective leadership to the Board.

The Chairman’s other positions should not be such that they are likely to hinder the effective performance of their role of Chairman of the Company.

Independent decision- making

All directors - whether independent or not - should bring an independent judgement to bear on Board decisions. Non-executive directors are encouraged to confer regularly without management present. Their discussions are to be facilitated by the Chairman, if he is independent, or the deputy Chairman. Non-executive directors should inform the Chairman before accepting any new appointments as directors.

Independent advice

To facilitate independent decision making, the Board and any committees it convenes from time to time may seek advice from independent experts whenever it is considered appropriate. With the consent of the Chairman, individual directors may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of their responsibilities.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

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Procedure for selection of new directors

The Company believes it is not of a size to justify having a Nomination Committee. If any vacancies arise on the Board, all directors are involved in the search for, and recruitment of a replacement. The Board believes corporate performance is enhanced when the Board has an appropriate mix of skills and experience.

In support of their candidature for directorship or re-election, non-executive directors should provide the Board with details of other commitments and an indication of time available for the Company. Prior to appointment or being submitted for re-election non-executive directors should specifically acknowledge to the Company that they will have sufficient time to meet what is expected of them as a non-executive director. Re-appointment of directors is not automatic.

Induction and education

The Board will implement an induction program to enable new directors to gain an understanding of:

the Company’s financial, strategic, operational and risk management position;

the rights, duties and responsibilities of the directors;

the roles and responsibilities of senior executives; and

the role of any Board committees in operation.

Directors will have reasonable access to technical seminars or equivalent to update and enhance their skills and knowledge, including education concerning key developments in the Company and in the industries in which the Company’s business is involved.

Access to information

The Board has the right to obtain all information from within the Company which it needs to effectively discharge its responsibilities.

Senior executives are required on request from the Board to supply the Board with information in a form and timeframe, and of a quality that enables the Board to discharge its duties effectively. Directors are entitled to request additional information where they consider such information necessary to make informed decisions.

Reporting

The Company will, in the corporate governance statement section of its Annual Report, include the recommended information set out in the ASX Corporate Governance Principles in relation to the Guide to reporting on Principle 2.

- Principle 3: Promote ethical and responsible decision making

Code of conduct

The Board has adopted the Code of Conduct set out at Appendix A to promote ethical and responsible decision making by directors, management and employees. The Code embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity.

The Board is responsible for ensuring that training on the Code of Conduct is provided to staff and

officers of the Company.

The Board is responsible for making advisers, consultants and contractors aware of the Company’s expectations set out in the Code of Conduct.

Policy for trading in Company securities

The Board has adopted a policy on trading in the Company’s securities by directors, senior executives and employees set out in Appendix B.

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CORPORATE GOVERNANCE

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The Board is responsible for ensuring that the policy is brought to the attention of all affected persons and for monitoring compliance with the policy.

Reporting

Principle 4: Safeguard integrity in financial reporting

Audit and Risk Management

The Company believes it is not of a size to justify having a separate Audit and Risk Management Committee. Ultimate responsibility for the integrity of the Company’s financial reporting rests with the full Board. Given the small size of the Board, the Directors believe an Audit Committee structure to be inefficient. All Directors share responsibility for ensuring the integrity of the Company’s financial reporting and appropriate Board processes must be implemented to perform the following audit and risk management functions:

(1) external audit function:

(a) review the overall conduct of the external audit process including the independence of all parties to the process;
(b) review the performance of the external auditors;
(c) consider the reappointment and proposed fees of the external auditor; and
(d) where appropriate seek tenders for the audit and where a change of external auditor is recommended arrange submission to shareholders for shareholder approval;
(2) reviewing the quality and accuracy of published financial reports;
(3) reviewing the accounting function and ongoing application of appropriate accounting and business policies and procedures;
(4) reviewing and imposing variations to the risk management and internal control policies designed and implemented by Company management; and
(5) any other matters relevant to audit and risk management processes.

Reporting

Principle 5: Make timely and balanced disclosure

Disclosure Policy

The Board has adopted a Disclosure Policy for ensuring timely and accurate disclosure of pricesensitive information to shareholders through the ASX set out in Appendix C.

The Disclosure Policy ensures that:

all investors have equal and timely access to material information concerning the Company including its financial position, performance, ownership and governance; and

Company announcements are subjected to a vetting and authorisation process designed to ensure they:

Corporate Governance Page No . 45

GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

________________

(a) are released in a timely manner;
(b) are factual;
(c) do not omit material information; and
(d) are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

Reporting

Principle 6: Respect the rights of shareholders

Communication with Shareholders

The Board is committed to open and accessible communication with holders of the Company’s shares and other securities. Disclosure of information and other communication will be made as appropriate by mail or email.

The Company’s website will also be used to provide additional relevant information to security holders. The Board considers the following to be appropriate features for the Company’s website:

(a) placing the full text of notices of meeting and explanatory material on the website;
(b) providing information about the last two years’ press releases or announcements plus at least three years of financial data on the website.

General Meetings

The Company is committed to improving shareholder participation in general meetings. In order to achieve that objective, the Company has adopted guidelines of the ASX Corporate Governance Council for improving shareholder participation through the design and content of notices and through the conduct of the meeting itself.

Reporting

Principle 7: Recognise and manage risk

Creation and implementation of Company risk management policies

It is the responsibility of the Corporate Manager to create, maintain and implement risk management and internal control policies for the Company, subject to review by the Board.

The Corporate Manager must report to the Board annually regarding the design, implementation and progress of the risk management policies and internal control systems.

Audit and Risk Management

As referenced with respect to Principle 4, the Board has not established an Audit and Risk Management Committee for the reasons given above.

Review by the Board

The Board will review the effectiveness of implementation of the risk management system and internal control system at least annually.

When reviewing risk management policies and internal control system the Board should take into account the Company’s legal obligations and should also consider the reasonable expectations of

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

________________

the Company’s stakeholders, including security holders, employees, customers, suppliers, creditors, consumers and the community.

Corporate Manager

The Corporate Manager is required annually to state in writing to the Board that the Company has a sound system of risk management, that internal compliance and control systems are in place to ensure the implementation of Board policies, and that those systems are operating efficiently and effectively in all material respects.

Verification of financial reports

The chief executive officer and the Chief Financial Officer are required by the Company to state the following in writing prior to the Board making a solvency declaration pursuant to section 295(4) of the Corporations Act:

(a) that the Company’s financial reports contain a true and fair view, in all material respects, of the financial condition and operating performance of the Company and comply with relevant accounting standards; and
(b) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and that the system is operating effectively in all material respects in relation to financial reporting risks.

Reporting

Principle 8: Remunerate fairly and responsibly

Director and senior executive remuneration policies

The Company’s remuneration policy is structured for the purpose of:

(a) motivating senior executives to pursue the long-term growth and success of the Company; and
(b) demonstrating a clear relationship between senior executives’ performance and remuneration.

The Board’s responsibility is to set the level and structure of remuneration for officers (including but not limited to directors and secretaries) and executives, for the purpose of balancing the Company’s competing interests of:

(a) attracting and retaining senior executives and directors; and
(b) not paying excessive remuneration.

Executive directors’ remuneration should be structured to reflect short and long-term performance objectives appropriate to the Company’s circumstances and goals.

Executive directors’ and senior executives’ remuneration packages should involve a balance between fixed and incentive-based pay, reflecting short and long-term performance objectives appropriate to the Company’s circumstances and goals.

Non-executive directors’ remuneration should be formulated with regard to the following guidelines:

(a) non-executive directors should normally be remunerated by way of fees, in the form of cash, non-cash benefits, superannuation contributions or equity, usually without participating in schemes designed for the remuneration of executives;

(b) non-executive directors should not be provided with retirement benefits other than superannuation.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

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No director may be involved in setting their own remuneration or terms and conditions and in such a case relevant directors are required to be absent from the full Board discussion.

Remuneration Committee

The Company believes it is not of a size to justify having a Remuneration Committee and that it has Board processes in place which raise the issues which would otherwise be considered by a committee.

Reporting

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE

________________

Appendix A – Code of Conduct

Introduction

1 This Code of Conduct sets out the standards which the Board, management and employees of the Company are encouraged to comply with when dealing with each other, the Company’s shareholders and the broader community.

Responsibilities to shareholders

2 The Company aims:

2.1 to increase shareholder value within an appropriate framework which safeguards the rights and interests of shareholders; and

2.2 to comply with systems of control and accountability which the Company has in place as part of its corporate governance.

Responsibilities to clients, employees, suppliers, creditors, customers and consumers

3 The Company will comply with all legislative and common law requirements which affect its business.

Employment practices

4 The Company will employ the best available staff with skills required to carry out the role for which they are employed. The Company will ensure a safe workplace and maintain proper occupational health and safety practices.

Responsibility to the community

5 The Company will recognise, consider and respect environmental, native title and cultural heritage issues which arise in relation to the Company’s activities and comply with all applicable legal requirements.

Responsibility to the individual

6 The Company recognises and respects the rights of individuals and will comply with the applicable laws regarding privacy and confidential information.

Obligations relative to fair trading and dealing

7 The Company will deal with others in a way that is fair and will not engage in deceptive practices.

Business courtesies, bribes, facilitation payments, inducements and commissions

8 Corrupt practices are unacceptable to the Company. It is prohibited for the Company or its directors, managers or employees to directly or indirectly offer, pay, solicit or accept bribes or any other corrupt arrangements.

Conflicts of interest

9 The Board, management and employees must report any situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises, the matter must be brought to the attention of the Chairman in the case of a Board member, the Corporate Manager or Chief Executive Officer (or equivalent) in the case of a member of management and a supervisor in the case of an employee, so that it may be considered and dealt with in an appropriate manner.

Compliance with the Code of Conduct

10 Any breach of compliance with this Code of Conduct is to be reported directly to the Chairman.

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CORPORATE GOVERNANCE

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Periodic review of Code

11 The Company will monitor compliance with this Code of Conduct periodically by liaising with the Board, management and staff. Suggestions for improvements or amendments to this Code of Conduct may be made at any time to the Chairman.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE STATEMENT

Appendix B – Policy for trading in Company securities

Introduction

1 The Company recognises and enforces legal and ethical restrictions on trading in its securities by Relevant Persons within and external to the Company. The terms of this securities dealing policy apply to the Company’s Directors, senior executives, employees and consultants ( Relevant Persons ).

Communication

2 This policy will be communicated to all Relevant Persons and will be placed on the Company website.

Trading restrictions

3 Trading by Relevant Persons in the Company’s securities is subject to the following limitations:
3.1 No trading in Company securities shall take place during the seven days preceding release of each quarterly report, half-yearly financial report, and annual financial report of the Company.
3.2 No trading in the Company’s securities shall take place directly or indirectly where it is known, or ought reasonably to have been known by the person intending to trade, that information exists that has not been released to the ASX and where that information is of a type that reasonably could be expected to encourage buying or selling were that information known by others.
3.3 No trading shall take place in Company securities unless prior notice is given to the Chairman and approval is obtained from him.

Hardship

4 During a period specified in paragraph 3.1, Relevant Persons may, after obtaining the Chairman’s consent, trade the Company’s securities to the extent reasonably necessary to avoid or ameliorate documented hardship and suffering or as required by other extenuating circumstances.

Directors’ trading and disclosures

5 Within one day of a Director being appointed to the Board, resigning or being removed from the Board, or trading in the Company’s securities, full details of the Director’s notifiable interests in the Company’s securities and changes in such interest must be advised in writing to the Company Secretary so that a record is kept within the Company and so that necessary ASX notifications will occur.
6 All Directors must notify the Company Secretary of any margin loan or similar funding arrangement entered into in relation to the Company’s securities and any variations to such arrangements, including the number of securities involved, the circumstances in which the lender can make margin calls, and the right of the lender to dispose of securities.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE STATEMENT

Appendix C - Disclosure Policy

Disclosure requirements

1 The Company recognises its duties pursuant to the continuous disclosure rules of the ASX Listing Rules and Corporations Act to keep the market fully informed of information which may have a material affect on the price or value of the Company’s securities.
2 Subject to certain exceptions (in ASX Listing Rule 3.1A), the Company is required to immediately release to the market information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities.

Responsibilities of directors, officers and employees

3 The Board as a whole is primarily responsible for ensuring that the Company complies with its disclosure obligations and for deciding what information will be disclosed. Subject to delegation, the Board is also responsible for authorising all ASX announcements and responses of the Company to ASX queries.
4 Every Director, officer and employee of the Company is to be informed of the requirements of this policy and must advise the Corporate Manager, Chairman or Company Secretary as soon as possible (and prior to disclosure to anyone else) of matters which they believe may be required to be disclosed.

Authorised Disclosure Officer

5 The Board has delegated its primary responsibilities to communicate with ASX to the following Authorised Disclosure Officer:
5.1 the Company Secretary or
5.2 in the absence of the Company Secretary, a designated Executive Director, who is authorised to act in that capacity by the Board.

Responsibilities of Authorised Disclosure Officer

6 Subject to Board intervention on a particular matter, the Authorised Disclosure Officer is responsible for the following:
6.1 monitoring information required to be disclosed to ASX and coordinating the Company’s compliance with its disclosure obligations;
6.2 ASX communication on behalf of the Company, authorising Company announcements and lodging documents with ASX;
6.3 requesting a trading halt in order to prevent or correct a false market;
6.4 providing education on these disclosure policies to the Company’s Directors, officers and employees; and
6.5 ensuring there are vetting and authorisation processes designed to ensure that Company announcements:
- 6.5.1 are made in a timely manner;
- 6.5.2 are factual;
- 6.5.3 do not omit material information;
- 6.5.4 are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.
7 An Authorised Disclosure Officer must be available to communicate with the ASX at all reasonable times, and is responsible for providing contact details and other information to ASX to ensure such availability.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE STATEMENT

Measures to avoid a false market

8 In the event that ASX requests information from the Company in order to correct or prevent a false market in the Company’s securities, the Company will comply with that request. The extent of information to be provided by the Company will depend on the circumstances of the ASX request.
9 If the Company is unable to give sufficient information to the ASX to correct or prevent a false market, the Company will request a trading halt.
10 If the full Board is available to consider the decision of whether to call a trading halt, only they may authorise it, but otherwise, the Authorised Disclosure Officer may do so.

ASX Announcements

11 Company announcements of price-sensitive information are subjected to the following vetting and authorisation process to ensure their clarity, timely release, factual accuracy and inclusion of all material information:
11.1 The Authorised Disclosure Officer must prepare ASX announcements when required to fulfil the Company’s disclosure obligations.
11.2 Proposed announcements must be approved by the Chairman or in his absence, urgent announcements may be approved by such other person expressly authorised by the Board.
11.3 Announcements must first be released to the ASX Announcements Platform before being disclosed to any other private or public party (such as the media). After release of the announcement, it must be displayed on the Company’s website, following which the Company can then release such information to media and other information outlets.
11.4 Wherever practical, all announcements must be provided to the Directors, Corporate Manager and Company Secretary prior to release to the market for approval and comment.

Confidentiality and unauthorised disclosure

12 The Company must safeguard the confidentiality of information which a reasonable person would expect to have a material effect on the price or value of the Company’s securities. If such information is inadvertently disclosed, the Authorised Disclosure Officer must be informed of the same and must refer it to the Chairman and Corporate Manager as soon as possible.

External communications and Media Relations

13 The Chairman, Company Secretary and such other person approved by the Board are authorised to communicate on behalf of the Company with the media, government and regulatory authorities, stock brokers, analysts and other interested parties or the public at large. No other person may do so unless specifically authorised by the Chairman, Company Secretary or such other approved person.
14 All requests for information from the Company must be referred to the Authorised Disclosure Officer who will provide them to the Chairman, Company Secretary or Corporate Manager.

Breach of disclosure policy

15 Serious breaches of this disclosure policy may be treated with disciplinary action, including dismissal, at the discretion of the Board.
16 Where the breach is alleged against a member of the Board, that director will be excluded from the Board’s consideration of the breach and any disciplinary action for the Company to take.

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GOLDEN DEEPS LIMITED

CORPORATE GOVERNANCE STATEMENT

Board Structure

					Seeking
Name of Director	Year Appointed	Executive	Non- Executive	Independent	re-election at 2011 AGM
A Clemen	2000	No	Yes	Yes	No
M Norburn	2006	No	Yes	Yes	Yes
D Zukerman	2003	Yes	No	No	No

Corporate Governance Page No. 54

GOLDEN DEEPS LIMITED

SHAREHOLDER INFORMATION

Additional information included in accordance with listing requirements of the Australian Securities Exchange Limited.

1. SHAREHOLDING

(a) Distribution of Shareholders as at 16 September 2011:

Size of Holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over	Number of Holders 112 58 54 108 40 372	Shares Held 36,651 151,916 471,482 4,966,818 32,818,455 38,445,322	% 0.10 0.40 1.22 12.92 85.36
			100.00

(b) The twenty largest shareholders as at 16 September 2011 representing 76.38% of paid up capital were:

Name of Holder Metals Australia Ltd J P Morgan Nominees Ltd Coniston Pty Ltd Kalgoorlie Mine Management Pty Ltd Heritage Pacific Pty Ltd Paul Sharbanee Nelbent Finance Ltd Herlequin Investments Ltd Arthur Carbo Brian G Benger Tromso Pty Ltd L C Asia Ltd Pio Services Ltd Paso Holdings Pty Ltd Joluk Investments Pty Ltd Nicole Gallin & Kyle Haynes HSBC Custody Nominees (Australia) Ltd National Nominees Limited Thomas Doolan Povey Biggs Pty Ltd Total	Number of Ordinary Fully Paid Shares Held 5,000,000 4,539,359 4,150,000 4,000,000 2,250,000 1,295,250 1,200,000 1,200,000 800,000 730,000 600,000 600,000 458,464 423,927 420,000 401,460 359,690 341,272 320,000 275,000 29,364,422	% Held of Issued Ordinary Capital 13.01 11.81 10.79 10.40 5.85 3.37 3.12 3.12 2.08 1.90 1.56 1.56 1.20 1.10 1.09 1.04 0.94 0.89 0.83 0.72
		76.38

Shareholder Information

Page No. 55

GOLDEN DEEPS LIMITED

SHAREHOLDER INFORMATION

(c) Substantial Shareholders

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

	Shares Held	% Interest
Coniston Pty Ltd together with group member Kalgoorlie Mine Management Pty Ltd	8,150,000	21.19
Metals Australia Ltd	5,000,000	13.01
Heritage Pacific Pty Ltd	2,250,000	5.85

(d) There exist 162 shareholders with unmarketable parcels of shares.

(e) Options

As at 16 September 2011, there were eleven option holders with a total of 8,250,000 options exercisable at 12 cents each, on or before 30 September 2011.

Shareholder Information

Page No. 56

AI assistant

GOLDEN DEEPS LIMITED. — Annual Report 2011

64977_rns_2011-09-22_8235be09-ce67-4a86-a7f9-146e70a7c4d2.pdf

Golden Deeps Limited

ANNUAL REPORT

GOLDEN DEEPS LIMITED

CONTENTS

GOLDEN DEEPS LIMITED

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

AUDITORS

BANKERS

SHARE REGISTRY

SOLICITORS

STOCK EXCHANGE LISTING

REVIEW OF OPERATIONS & ACTIVITIES

EXPLORATION

Victorian Gold Projects

REVIEW OF OPERATIONS & ACTIVITIES

Burwang Project (EL5235)

Rose, Thistle & Shamrock Gold Mine

REVIEW OF OPERATIONS & ACTIVITIES

Hillsborough Gold Mine

Other Historic Mining Areas

Twist Creek Project (EL5239 & 5272)

Tallandoon Project (EL5241)

REVIEW OF OPERATIONS & ACTIVITIES

Western Australian Gold Projects

Blue Funnel (M 16/19), Western Australia

Twin Hills (M 29/21), Western Australia

Project Generation

Competent Person Declaration

Forward-Looking Statements

DIRECTORS’ REPORT

DIRECTORS

PRINCIPAL ACTIVITIES

RESULTS

DIVIDENDS

FINANCIAL POSITION

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

INFORMATION ON DIRECTORS AND COMPANY SECRETARY

DIRECTORS

DIRECTORS’ REPORT

(iii) David Zukerman

COMPANY SECRETARY

DIRECTORS’ INTEREST IN CONTRACTS

REMUNERATION REPORT (AUDITED)

2011

2010

GOLDEN DEEPS LIMITED

DIRECTORS’ REPORT

ANALYSIS OF MOVEMENT IN OPTIONS

MEETINGS OF DIRECTORS

RETIREMENT, ELECTION AND CONTINUATION IN OFFICE OF DIRECTORS

DIRECTORS’ REPORT

RELEVANT INTEREST OF SHARES IN THE COMPANY

ENVIRONMENTAL ISSUES

EVENTS SUBSEQUENT TO BALANCE DATE

INDEMNIFYING OFFICER OR AUDITORS

PROCEEDINGS ON BEHALF OF THE COMPANY

AUDITOR’S INDEPENDENCE DECLARATION

AUDIT COMMITTEE

NON AUDIT SERVICES

DIRECTORS’ REPORT

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011

CONSOLIDATED ENTITY

GOLDEN DEEPS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

1. CORPORATE INFORMATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

(b) Statement of compliance

(c) New Accounting standards and interpretation

GOLDEN DEEPS LIMITED. Annual Report 2011