GREAT BOULDER RESOURCES LIMITED — Annual Report 2016

Nov 15, 2016

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ABN 70 611 695 955

2016 Annual Report

For the Financial Period 6 April 2016 to 30 June 2016

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Great Boulder Directors’ Greg Hall and Melanie Leighton in a recent field visit to the Balagundi gold project, reviewing data with consulting Chief Structural Geologist Dr John Beeson.

Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Contents

1	Corporate Directory........................................................................................................................................................... 3
2	Directors’ Report ................................................................................................................................................................. 4
3	Independence Declaration ................................................................................................................................................. 7
4	Auditors Report ................................................................................................................................................................... 8
5	Directors’ Declaration ...................................................................................................................................................... 10
6	Statement of Profit or Loss and Other Comprehensive Income ........................................................................... 11
7	Statement of Financial Position ....................................................................................................................................... 12
8	Statement of Changes in Equity ...................................................................................................................................... 13
9	Statement of Cash Flows .................................................................................................................................................. 14
10	Notes to the Financial Statements ................................................................................................................................. 15

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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1 Corporate Directory

Directors

Gregory C Hall (Non-Executive Chairman) Murray E Black (Non-Executive Director) Melanie J Leighton (Non-Executive Director)

Company Secretary John E Sendziuk

Principal Place of Business

First Floor, 768 Canning Highway Applecross WA 6153 Telephone: 08 6323 7800 Facsimile: 08 9315 5004

Registered Office

First Floor 768 Canning Highway Applecross WA 6153 Telephone: 08 6323 7800 Facsimile: 08 9315 5004

Solicitors

Jackson McDonald Level 17, 225 St George’s Terrace PERTH WA 6000

Auditors

RSM Australia Partners 8 St George’s Terrace PERTH WA 6000

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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2 Directors’ Report

Your directors have pleasure in presenting their report, together with the financial statements, for the period 6 April 2016 to 30 June 2016 and the auditor’s report thereon.

Directors

The names of the Directors of Great Boulder Resources Limited during the financial period and to the date of this report are:

Gregory C Hall (Non-Executive Chairman) Murray E Black (Non-Executive Director) Melanie J Leighton (Non-Executive Director)

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

Directors’ Information

Gregory C Hall Non-Executive Chairman

Greg Hall is a Director of Golden Phoenix International Pty Ltd a geological consulting company. Greg was Chief Geologist for the Placer Dome Group from 2000 to 2006. He managed Placer Dome’s exploration activity in China from 1993 to 2001. Before joining Placer Dome in 1988, he managed exploration in Western Australia for CSR Limited. He made significant contributions to the discovery of Rio Tinto’s Yandi iron ore mine in the Pilbara region of Western Australia and to Barrick’s Granny Smith gold mine in WA including Keringal and Sunrise satellite gold mines.

He was educated at the University of New South Wales and graduated with Bachelor of Applied Science (First Class Honors) in 1973.

Murray Edward Black, Non-Executive Director

Mr Black has over 40 years’ experience in the mineral exploration and mining industry and has served as an Executive Director and Chairman for several listed Australian exploration and mining companies. He owns and manages a substantial private Australian drilling business, has interests in several commercial developments and has significant experience in capital financing. Mr Black has acquired and managed the exploration projects described in this document over a 20 year period. Mr Black was a founding director and is currently the Non-executive chairman of ASX listed company Hot Chili Limited.

Melanie J Leighton, Non-Executive Director

Melanie Leighton holds a degree in Geology from the University of Western Australia, is a Member of the AIG and has greater than 17 years’ experience within the mineral exploration industry. She currently holds the position of General ManagerTechnical Services with Hot Chili Limited. Since 2011 Mrs Leighton has managed and coordinated resource estimation, land management, systems development, data integration, and stakeholder relations for Hot Chili. Prior to her time with Hot Chili, Melanie held senior geological roles with Northwest Resources, Hill 50 Gold and Terra Gold gaining practical and management experience within the areas of exploration, mining and resource development. Mrs. Leighton has extensive experience in mineral exploration, resource development and project feasibility studies.

Company Secretary - John Sendziuk

John Sendziuk is a Chartered Accountant. He has 29 years’ experience in providing corporate secretarial, taxation and business advice to a diverse group of business clients and public companies.

Corporate Information

Great Boulder Resources Limited is a company limited by shares and is domiciled in Australia.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Principal Activities

During the period, the company was involved in mineral exploration.

Results of Operations

The company loss after providing for income tax amounted to $20,788.

Dividends

No dividends were paid or declared. The directors do not recommend the payment of a dividend.

Review of Operations

During the reporting period the company was focussed on advancement of its portfolio of gold projects. Desktop studies and field reconnaissance work has been completed, with the company poised to commence drilling at its more advanced gold projects in the coming months.

Preparation of a prospectus for an IPO is also being undertaken by the company.

Matters Subsequent to the End of the Financial Period

No matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.

The company is in the process of preparing a prospectus for an IPO.

Environmental Issues

The company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out exploration work.

Significant Changes in the State of Affairs

There were no significant changes to the state of affairs, subsequent to the end of the reporting period, other than what has been reported in other parts of this report.

Options

There was 33,801,036 options over issued shares in the company that was granted during the financial period and a further 1,785,714 since the end of the financial period.

Indemnification and Insurance of Directors and Officers

The company is in the process of obtaining insurance to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company.

Indemnification and Insurance of Auditor

The company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial period, the company has not paid a premium in respect of a contract to insure the auditor of the company or related entity.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Proceedings on Behalf of Company

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

Auditors Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors

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Melanie Leighton Non-Executive Director Dated this 10th August 2016

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RSM Australia Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Great Boulder Resources Limited for the period 6 April 2016 to 30 June 2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• (ii) any applicable code of professional conduct in relation to the audit.

Perth, WA Dated: 10 August 2016

RSM AUSTRALIA PARTNERS ALASDAIR WHYTE Partner

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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RSM Australia Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT BOULDER RESOURCES LIMITED

We have audited the accompanying financial report, being a special purpose financial report, of Great Boulder Resources Limited, which comprises the statement of financial position as at 30 June 2016 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the period 6 April 2016 to 30 June 2016, notes comprising a summary of significant accounting policies and other explanatory notes and the directors' declaration .

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report and have determined that the basis of preparation described in Note 1 to the financial statements is appropriate to meet the requirements of the Corporations Act 2001 and is appropriate to meet the needs of the members. The directors' responsibility also includes such internal control as the directors determine is necessary to enable the preparation of a financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Great Boulder Resources Limited, would be in the same terms if given to the directors as at the time of this auditor's report.

Opinion

In our opinion, the financial report of Great Boulder Resources Limited is in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the company’s financial position as at 30 June 2016 and of its performance for the period 6 April 2016 to 30 June 2016; and

• (b) complying with Australian Accounting Standards to the extent described in Note 1 to the financial statements and the Corporations Regulations 2001 .

Basis of Accounting

Without modifying our opinion, we draw attention to Note 1 to the financial statements, which describes the basis of accounting. The financial report has been prepared for the purpose of fulfilling the directors’ financial reporting responsibilities under the Corporations Act 2001 . As a result, the financial report may not be suitable for another purpose.

RSM AUSTRALIA PARTNERS

Perth, WA Dated: 10 August 2016

ALASDAIR WHYTE Partner

Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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5 Directors’ Declaration

The directors have determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies described in Note 1 to the financial statements.

The directors of the company declare that:

1. the financial statements and notes are in accordance with the Corporations Act 2001 and:

2. a. comply with Accounting Standards to the extent as stated in Note 1; and

3. b. give a true and fair view of the company's financial position as at 30 June 2016 and of its performance for the period 6 April 2016 to 30 June 2016 in accordance with the accounting policies described in Note 1.

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

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

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Melanie Leighton Non-Executive Director Dated this 10[th] August 2016

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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6 Statement of Profit or Loss and Other Comprehensive Income

For the period ended 30 June 2016

Note terest income 2 ccounting fees ank fees eneral expenses eological supplies egal costs ffice equipment eminars enement management oss before income tax come tax expense 3 oss after income tax ther comprehensive income otal comprehensive income attributable to embers of Great Boulder Resources Limited	06.04.2016- 30.06.2016 $ 351
	**351 **
	(3,825) (6) (652) (1,926) (7,480) (2,655) (1,772) (2,823)
	(20,788)
	-
	(20,788)
	-
	(20,788)

The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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7 Statement of Financial Position

As at 30 June 2016

Note Current Assets Cash and cash equivalents 4 Trade and other receivables 5 Total Current Assets Non-Current Assets Exploration and evaluation expenditure 6 Total Non-Current Assets Total Assets Current Liabilities Trade and other payables 7 Borrowings 8 Total Current Liabilities Total Liabilities Net Assets Equity Contributed equity 9 Accumulated losses 10 Total Equity	30.06.2016 $ 1,333,698 10,810
	1,344,508
	109,260
	109,260
	1,453,768
	435,700 28,000
	463,700
	463,700
	990,068
	1,010,856 (20,788)
	990,068

The above Statement of Financial Position should be read in conjunction with the accompanying notes

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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8 Statement of Changes in Equity

For the period ended 30 June 2016

Balance at 6 April 2016 - date of incorporation Loss after income tax expense for the period Contributions of equity, net of transaction costs Balance at 30 June 2016	Issued capital $ - - 1,010,856 1,010,856	Accumulated Losses $ - (20,788) - (20,788)	Total Equity $ - (20,788) 1,010,856
			990,068

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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9 Statement of Cash Flows

For The Period Ended 30 June 2016

Cash Flows From Operating Activities Payments to suppliers and employees Interest received Net cash (used in) operating activities Cash Flows From Investing Activities Payments for exploration and evaluation Net cash (used in) investing activities Cash Flows From Financing Activities Proceeds from issue of shares Proceeds from borrowings Net cash provided by financing activities Net increase in cash held Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the financial period	06.04.2016- 30.06.2016 $ (17,865) 351
	(17,514)
	(12,185)
	(12,185)
	1,335,397 28,000
	1,363,397
	1,333,698 -
	1,333,698

The above Statement of Cash Flows should be read on conjunction with the accompanying notes.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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10 Notes to the Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The directors have prepared the financial statements on the basis that the company is a non-reporting entity because there are no users dependent on general purpose financial statements. The financial statements are therefore special purpose financial statements that have been prepared in order to meet the requirements of the Corporations Act 2001 . The company is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

The financial statements have been prepared in accordance with the mandatory Australian Accounting Standards applicable to entities reporting under the Corporations Act 2001 and the significant accounting policies disclosed below, which the directors have determined are appropriate to meet the needs of members. The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs unless otherwise stated. Such accounting policies are consistent with the previous period unless stated otherwise.

New, revised or amending Accounting Standards and Interpretations adopted

The company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

(a) Income tax

The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustments recognised for prior periods, where applicable.

(b) Interest Revenue

Interest revenue is recognised using the effective interest rate method.

All revenue is stated net of the amount of goods and services tax (GST).

(c) Exploration and evaluation expenditure

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the period in which the decision is made.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Notes to the Financial Statements (Cont.)

I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(d) Trade and other payables

These amounts represent liabilities for goods and services provided to the company prior to the end of the financial period and which are unpaid, together with assets ordered before the end of the financial period. The amounts are unsecured and are usually paid within 30 days of recognition.

(e) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

(f) GST

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

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

(g) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

(h) Issued Capital

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.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Notes to the Financial Statements (Cont.)

2. INTEREST INCOME Interest income 3. INCOME TAX EXPENSE (a) Reconciliation of income tax expense to prima facie tax payable Loss before income tax Prima facie income tax at 30% Tax-effect of amounts not deductible in calculating taxable income Income tax expense (b) Tax losses: Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30% (c)The benefit for tax losses will only be obtained if: (i) The company derives income, sufficient to absorb tax losses. (ii) There is no change to legislation to adversely affect the company in realising the benefit from the deduction of the losses. 4. CASH AND CASH EQUIVALENTS Cash at bank	2016 $ 351
	(20,788) (6,236) 6,236
	-
	20,788
	6,236
	1,333,698
	1,333,698

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Notes to the Financial Statements (Cont.)

2016 $

5. TRADE AND OTHER RECEIVABLES

GST refund Other receivables 6. EXPLORATION AND EVALUATION EXPENDITURE Mining tenements at cost Capitalised mineral exploration and evaluation Tenements Carrying amount at the beginning of the period Purchase of mineral tenements Capitalised mineral exploration and evaluation Carrying amount at the end of the period	171 10,639 10,810 21,000 88,260 109,260 - 21,000 88,260 109,260

The future realisation of these non-current assets is dependent on further exploration and funding necessary to the resources or realisation through sale.

7. TRADE AND OTHER PAYABLES

rade and other payables eed capital refunds	122,656 313,044
	435,700

8. BORROWINGS

on-bank loan	28,000
	28,000

The loan is interest free and repayable on demand.

9. CONTRIBUTED EQUITY

(a)	Share capital	No.	Issue Price	$
	At the beginning of the financial period	-	-	-
	Issue of shares - incorporation shares	19,500,000	$0.00001	196
	Issue of shares - seed shares	14,602,071	$0.07	1,022,157
	Share issue transaction costs, net of tax	-	-	(11,497)
	At the end of the financial period	34,102,071	34,102,071	1,010,856
(b)	Share options	No.	Issue Price	$
	At the beginning of the financial period	-	-	-
	Issue of options on incorporation	26,500,000	-	-
	Issue of options - attached to the seed shares	7,301,036	-	-
	At the end of the financial period	33,801,036	-	-

Options exercisable at 20 cents each within the earlier of 4 years after the company is listed on the Australia Securities Exchange or 5 years from the date of issue of the options, whichever is earlier. The options will not be listed on the Australia Securities Exchange.

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Great Boulder Resources Limited Annual Report For the period ended 30 June 2016

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Notes to the Financial Statements (Cont.)

2016 $

10. RESERVES AND ACCUMULATED LOSSES

(a) Accumulated losses Accumulated losses at the beginning of the period - Net loss for the period (20,788) Accumulated losses at the end of the period (20,788)

11. REMUNERATION OF AUDITORS

Remuneration of the auditor for: - Auditing and reviewing of financial report 3,000

12. COMMITMENTS FOR EXPENDITURE

Exploration Commitments

On 13 June 2016, the company signed Joint Venture Agreements with Eastern Goldfields Mining Company Pty Ltd, which grants the company the rights to earn a 75% interest in the tenements by sole funding certain Joint Venture expenditure upon the terms and conditions set out in the agreements.

Over a five year period from the commencement date, the company can fund all outgoings payments required to keep the tenements in good standing and all other Joint Venture expenditure, or pay amount to Eastern Goldfields Mining Company Pty Ltd, or a combination of the two to the amounts disclosed below. These obligations are not provided for in the financial statements.

Projects Balagundi 1,000,000 Broadwood 500,000 Tarmoola 1,400,000 Yamarna 2,000,000 4,900,000

13. CONTINGENT ASSET AND LIABILITIES

There are no contingent asset or liabilities at the date of this report.

14. SUBSEQUENT EVENTS

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

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