IRON BEAR RESOURCES LTD — Annual Report 2003

Sep 29, 2003

Hamill Resources Limited

(now International Goldfields Limited)

[ABN 71 095 047 920]

Financial Report for the Year Ended 30 June 2003

CONTENTS

Corporate Directory	3
Directors' Report	4
Statement of Financial Performance	10
Statement of Financial Position	Ħ
Statement Of Cash Flows	12
Notes to the Financial Statements	13
Directors' Declaration	33
Independent Audit Report To The Members	34
Additional Shareholder Information	35

CORPORATE DIRECTORY

EXECUTIVE CHAIRMAN

Antony William Paul Sage

TECHNICAL DIRECTOR

Clive Bruce Jones

NON-EXECUTIVE DIRECTOR Kent Michael Hunter

COMPANY SECRETARY

Kent Michael Hunter

PRINCIPAL & REGISTERED OFFICE

18 Oxford Close LEEDERVILLE WA 6007 Telephone: (08) 9388 0744 Facsimile: (08) 9382 1411

AUDITORS

Ord Partners Level 2, 47 Colin Street WEST PERTH WA 6005

SHARE REGISTRAR

Advanced Share Registry Services Level 7, Adelaide Terrace PERTH WA 6000 Telephone: (08) 9221 7288 Facsimile: (08) 9221 7869

STOCK EXCHANGE LISTING

Australian Stock Exchange (Home Exchange: Perth, Western Australia) Code: IGL, IGLO

BANKERS

National Australia Bank 50 St George's Terrace PERTH WA 6000

DIRECTORS' REPORT

Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2003.

$\mathcal{L}$ DIRECTORS

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

Mr Antony Sage Mr Nathan McMahon (resigned 15 August 2003) Mr Clive Jones Mr Kent Hunter

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

PRINCIPAL ACTIVITIES $\overline{2}$ .

The principal activity of the economic entity during the financial year was mineral exploration.

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

$\overline{3}$ . OPERATING RESULTS

The consolidated loss of the economic entity after providing for income tax amounted to \$285.292.

DIVIDENDS PAID OR RECOMMENDED $\boldsymbol{4}$ .

The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.

REVIEW OF OPERATIONS $\mathcal{L}$

During the year exploration and development work has been focussed on the Mt. Ida project with specific emphasis on advancing the feasibility study on the Baldock resource. Resource modelling and estimates were prepared by an independent consulting group resulted in an estimated resource of 60,300 Tonnes @ 32.9 g/t gold $(63,800 \text{ ozs. Au})$ .

The Company controls over 500 square kilometres within the Mt. Ida project and significant exploration success has been achieved within the project area.

Significant exploration progress has been made in the Mt. Ida project following detailed structural studies and regional exploration programmes including RAB drilling and reverse circulation drilling.

The Company has continued its policy of providing cost effective access to exploration projects which provide shareholders with significant exposure to exploration upside. During the past year the Company has entered into several joint venture agreements with companies such as Anglogold Ltd, Mount Isa Mines Ltd and Polaris Metals NL.

SIGNFICANT CHANGES IN STATE OF AFFAIRS 6.

There were no significant changes in the state of affairs of the parent entity during the financial period with the exception of the process of implementing the merger as detailed in the "After Balance Date Events" note later in this Directors' Report.

$\overline{z}$ AFTER BALANCE DATE EVENTS

On 18 February 2003 the directors of the Company and the directors of International Goldfields Limited (now International Goldfields (Romania) Limited) (International Goldfields) agreed to merge the two companies. On 11 July 2003 the merger was implemented by way of scheme of arrangement (Scheme). Under the terms of the Scheme, International Goldfields shareholders received six Hamill shares for every seven International Goldfields shares held.

On 15 July 2003 the Company changed its name to International Goldfields Limited.

On 25 July 2003 the Company issued 5,070,000 new ordinary fully paid shares at 30 cents per share to selected European investors.

Apart from the above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years.

8. FUTURE DEVELOPMENTS

The economic entity will continue its mineral exploration activity at and around the main Mount Ida, Evanston and Sacu Projects in addition to its other projects with the object of identifying a commercial resource.

9. ENVIRONMENTAL ISSUES

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

10. INFORMATION ON DIRECTORS

Antony William Paul Sage	Non-Executive Chairman
Qualifications	B.Com, FCPA, CA, FTIA
Experience	Mr Sage has in excess of 20 years experience in the fields of corporate advisory services, funds management and capital raising. Mr Sage is based in Western Australia and has been involved in the management and financing of listed mining companies for the last 11 years.
Interest Shares iπ and Options	Fully Paid Ordinary Shares 20 Cent, 31 December 2003 Options 35 Cent, 30 June 2005 Options 40Cent, 31 August 2005 Options	7,483,246 1,103,400 750,000 700,000
Clive Bruce Jones	Technical Director
Qualifications	B.App.Sc(Geol), M.AusIMM.
Experience	Mr Jones has been involved in mineral exploration for 21 years since graduating from Curtin University of Western Australia in 1982. He has worked in the exploration for a wide range of commodities including gold, base metals, mineral sands and industrial minerals. He joined Mt Burgess Gold Mining NL in 1993 and was appointed to that Board in January 1995. At Mt Burgess, he oversaw exploration over all of that company's projects which included the discovery of the high grade Red October gold deposit situated in the Eastern Goldfields region of Western Australia.
Interest Shares in and Options	Fully Paid Ordinary Shares 20 Cent, 31 December 2003 Options 35 Cent, 30 June 2005 Options 40 Cent, 31 August 2005 Options	2,345,714 1,097,500 1,125,000 1,000,000
Kent Michael Hunter	Non-Executive Director
Qualifications	B.Bus, CA
Experience	Mr Hunter is a chartered accountant with 13 years' experience including the last 8 years as Director and Company Secretary to resource companies listed on the ASX. Kent has experience in capital raising, ASX compliance and regulatory requirements and is currently Company Secretary of four listed resource companies.
Interest Shares in and Options	Fully Paid Ordinary Shares 20 Cent, 31 December 2003 Options 35 Cent, 30 June 2005 Options 40 Cent, 31 August 2005 Options	1,399,915 nit 500,000 400,000

DIRECTORS' AND EXECUTIVE OFFICERS' EMOLUMENTS $II.$

Directors' remuneration and other terms of employment are reviewed annually by the nonexecutive directors having regard to performance against goals set at the start of the year, relative comparative information and independent expert advice.

Details of the nature and amount of emoluments of each director are as follows:

	Base Salary	Superannuation	Directors	Other	Directors'	Total
			Fees		Options
A Sage				36,000(i)	22,995	58,995
N McMahon				125,000(ii)	32,850	157,850
C Jones	80,790	7,208			32,850	120,848
K Hunter				40,000(iii)	13,140	53,140

• An aggregate amount of \$36,000 was paid, or was due and payable to Okewood Pty Ltd, $(i)$ a company controlled by Mr Tony Sage for the provision of financial and management consulting services to the economic entity.
• An aggregate amount of \$125,000 was paid, or was due and payable to Kingsreef Pty Ltd. $(ii)$ a company controlled by Mr Nathan McMahon, for the provision of corporate and tenement management services to the economic entity.
• (iii) An aggregate amount of \$40,000 was paid, or was due and payable to Mining Corporate Advisory Services Pty Ltd, a company controlled by Mr Kent Hunter for the provision of company secretarial services to the economic entity.

Except as detailed in Note 4 to the financial report, no director has received or become entitled to receive, during or since the financial period, a benefit because of a contract made by the economic entity or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest. This statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable by directors and shown in Note 4 to the financial report, prepared in accordance with the Corporations regulations, or the fixed salary of a full time employee of the economic entity.

MEETINGS OF DIRECTORS $12.$

The number of directors' meetings (including committees) held during the financial period each director held office during the financial period and the number of meetings attended by each director are:

	Directors Meetings
Director	Number Eligible to Attend	Meetings Attended
A W P Sage	12	12
N B McMahon	12	12
C B Jones	12	12
K M Hunter	12

The economic entity does not have a formally constituted audit committee as the board considers that the economic entity's size and type of operation do not warrant such a committee.

INDEMNIFYING OFFICERS OR AUDITOR $13.$

During or since the end of the financial year the economic entity has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

• except as may be prohibited by the Corporations Act 2001 every Officer, auditor or $\ddot{\phantom{0}}$ agent of the company shall be indemnified out of the property of the company against any liability incurred by him in his capacity as Officer, auditor or agent of the company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal;
• since the beginning of the financial year the company has paid insurance premiums of \$16,470 in respect of directors and officers liability and corporate reimbursement, for directors and officers in the company. The insurance premiums relate to:
• any loss for which the directors and officers may not be legally indemnified by the company arising out of any claim, by reason of any wrongful act committed by them in their capacity as a director or officer of the company or any related corporation, first made against them jointly or severally during the period of insurance; and
• indemnifying the company against any payment which it has made and was legally permitted to make arising out of any claim, by reason of any wrongful act, committed by any director or officer in their capacity as a director or officer of the company or any related corporation, first made against the director or officer during the period of insurance.

The insurance policy outlined above does not allocate the premium paid to each individual officer of the company.

OPTIONS $14$

Options that were granted over unissued shares or interest during or since the financial year by the company or controlled entity to directors or any of the five most highly remunerated officers as part of their remuneration are as follows:

Options granted pursuant to shareholder approval include:

• 1,000,000 options granted to Mr N McMahon at an exercise price of \$0.40
• 1,000,000 options granted to Mr C Jones at an exercise price of \$0.40
• 700,000 options granted to Mr A Sage at an exercise price of \$0.40
• 400,000 options granted to Mr K Hunter at an exercise price of \$0.40

The options granted are exercisable on or before 31 August 2005.

At the date of this report, the unissued ordinary shares of International Goldfields Limited under option are as follows:

Grant Date	Date of Expiry	Exercise Price	Number Under Option
15 December 2000	30 June 2005	35 cents	4,500,001
18 December 2000	30 June 2005	20 cents	2,000,000
13 August 2001	31 December 2003	20 cents	17,450,005
18 October 2002	31 August 2005	40 cents	3,100,000

K M Hunter Non-Executive Director

Perth, 30 September 2003

STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 June 2003

		Economic Entity	Parent Entity
	NOTE	2003 \$	2002 \$	2003 \$	2002 \$
Revenues from ordinary activities	$\overline{2}$	268,531	1,096,491	268,531	1,096,491
Employee benefits expense Depreciation and amortisation		(32, 360)	(40, 285)	(32,360)	(40, 285)
expense		(29, 413)	(26, 531)	(29, 413)	(26, 531)
Borrowing costs expense		(800)	(3,233)	(800)	(3,233)
Exploration written off Write down of investments to			(7, 757)		(7, 757)
recoverable amount		(128, 125)	(49, 859)	(128, 125)	(49, 859)
Administration expenses		(221, 451)	(301, 038)	(221, 251)	(300, 133)
Other expenses from ordinary
activities		(141, 674)	(500)	(141, 674)	(500)
Profit / (Loss) from ordinary activities before income tax expense/benefit	3	(285, 292)	667,288	(285,092)	668,193
Income tax expense/benefit relating to ordinary activities	6
Net Profit / (Loss) attributable
to members of the parent entity		(285, 292)	667,288	(285,092)	668,193
Basic earnings (loss) per share (cents per share)	19	(0.71)	1.90
Diluted earnings (loss) per share (cents per share)	19	(0.43)	1.17

The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003

		Economic Entity		Parent Entity
	NOTE	2003 S	2002 \$	2003 S	2002 £
CURRENT ASSETS
Cash assets	7	335,856	2,826,016	335,855	2,826,015
Receivables	8	223,111	129,290	223,111	129,290
Other assets	11	3,300	2,200	3,300	2,200
TOTAL CURRENT ASSETS		562,267	2,957,506	562,266	2,957,505
NON CURRENT ASSETS
Receivables	8			13,316	11,898
Other financial assets	9	849,625	973,750	849,626	973,751
Property, plant & equipment	10	85,948	53,565	85,948	53,565
Other assets	11	5,175,115	3,204,669	5,162,904	3,193,676
TOTAL NON CURRENT ASSETS		6,110,688	4,231,984	6, 111, 794	4,232,890
TOTAL ASSETS		6,672,955	7,189,490	6,674,060	7,190,395
CURRENT LIABILITIES
Payables	13	194,881	408,945	194,881	408,945
Interest bearing liabilities	14		22,490		22,490
Provisions	15	9,091	3,778	9,091	3,778
TOTAL CURRENT LIABILITIES		203,972	435,213	203,972	435,213
TOTAL LIABILITIES		203,972	435,213	203,972	435,213
NET ASSETS		6,468,983	6,754,277	6,470,088	6,755,182
EQUITY
Contributed equity	16	6,268,593	6,268,593	6,268,593	6,268,593
Retained profits / (Accumulated Losses)	17	200,390	485,684	201,495	486,589
TOTAL EQUITY		6,468,983	6,754,277	6,470,088	6,755,182

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 June 2003

		Economic Entity		Parent Entity
	NOTE	2003 \$	2002 S	2003 S	2002 S
Cash Flows from Operating Activities
- Payments to suppliers and employees - Interest received - Payments for exploration and		(429, 335) 80,214	(407, 130) 96,230	(429, 333) 80,214	(407, 130) 96,230
evaluation - Interest paid - Receipts from customers		(2,067,610) (800)	(1,654,066) (3,233) 3,753	(2,067,612) (800)	(1,654,066) (3,233) 3,753
- Other Revenue		144,163		144,163
Net cash (used in) operating activities	20	(2,273,368)	(1,964,446)	(2,273,368)	(1,964,446)
Cash Flows From Investing Activities
- Purchase of property, plant and equipment - Purchase of exploration assets - Purchase of equity investments		(65, 527) (224, 622) (27, 625)	(35, 128) (177, 794) (23,609)	(65, 527) (224, 622) (27,625)	(35, 128) (177, 794) (23,610)
- Proceeds from sale of equity investments - Loans to related entities		74,775		74,775
payments made - Loans to other entities		(10, 360)		(10, 360)
proceeds from repayments		59,057		59,057
Net cash (used in) investing activities		(194, 302)	(236, 531)	(194, 302)	(236, 532)
Cash Flows from Financing Activities
Proceeds from issue of securities Repayment of borrowing Repayment of application funds		(22, 490)	1,901,308 (9,566) (8,000)	(22, 490)	1,901,308 (9,566) (8,000)
Net cash provided by (used in)
financing activities		(22, 490)	1,883,742	(22, 490)	1,883,742
Net increase (decrease) in cash held		(2,490,160)	(317, 235)	(2,490,160)	(317,236)
Cash at 30 June 2002		2,826,016	3,143,251	2,826,015	3, 143, 251
Cash at 30 June 2003	7	335,856	2,826,016	335,855	2,826,015

The accompanying notes form part of these financial statements.

$\mathbf{L}$ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The financial report covers the economic entity of Hamill Resources Limited (now International Goldfields Limited) and controlled entities and Hamill Resources Limited (now International Goldfields Limited) as an individual parent entity. Hamill Resources Limited (now International Goldfields Limited) is a listed public company, incorporated and domiciled in Australia.

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

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

Principles of Consolidation $(a)$

A controlled entity is any entity controlled by Hamill Resources Limited (now International Goldfields Limited). Control exists where Hamill Resources Limited (now International Goldfields Limited) has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Hamill Resources Limited (now International Goldfields Limited) to achieve the objectives of Hamill Resources Limited (now International Goldfields Limited). A list of controlled entities is contained in Note 12 of the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased.

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

$(b)$ Income tax

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

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) 1.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

Exploration, evaluation and development expenditure $(c)$

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:

• such costs are expected to be recouped through successful development and $(i)$ exploitation or from sale of the area; or
• $(ii)$ exploration and evaluation activities in the area have not, at balance date, reached a stage which permit a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing.

Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in the year in which the decision to abandon the area is made.

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.

$(d)$ Property Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation.

Plant and Equipment

Plant and equipment are measured on the cost basis.

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

Depreciation

The depreciable amount of all fixed assets is depreciated on a diminishing value basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

$\mathbf{I}$ . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

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

Class of Fixed Asset	Depreciation Rate
Plant and equipment	40.0%
Office furniture and equipment	20.0%
Motor Vehicles	22.5%
Leasehold improvements	Term of Lease

$(e)$ Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual values. Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that the economic entity will obtain ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

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

$\theta$ Investments

Shares in listed companies held as current assets are valued by directors at those shares' market value at each balance date. The gains or losses, whether realised or unrealised, are included in profit from ordinary activities before income tax.

Non-current investments are measured on the cost basis. The carrying amount of noncurrent investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the quoted market value for listed investments or the underlying net assets for other nonlisted investments.

The expected net cash flow from investments have not been discounted to their present value in determining the recoverable amounts.

Employee Benefits $\left( g\right)$

Provision is made for the economic entity's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs.

Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred.

$\mathbf{I}$ . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

$(h)$ $\mathbf{C}$ ash

For the purpose of the Statements of Cash Flows, cash includes cash on hand and other funds held at call net of bank overdrafts.

$(i)$ Revenue

Sales revenue represents revenue earned from the sale of the economic entity's products and from its operating activities.

The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

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

$\theta$ Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

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

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

		Economic Entity		Parent Entity
		2003 \$	2002 S	2003 S	2002 S
2.	REVENUE
	Operating activities
	- gold sales	47,892		47,892
	- interest received	75,995	93,667	75,995	93,667
	- option fees	32,170	1,100	32,170	1,100
	- other	3,538	1,724	3,538	1,724
		159,595	96,491	159,595	96,491
	Non-operating activities - proceeds from sale of exploration assets - proceeds from sale of non-current		1,000,000		1,000,000
	investments	108,936		108,936
		108,936	1,000,000	108,936	1,000,000
	Total Revenue	268,531	1,096,491	268,531	1,096,491
	Interest revenue from:
	- Other persons	75,995	93,667	75,995	93,667

PROFIT FROM ORDINARY ACTIVITIES $\overline{\mathbf{3}}$ .

Profit/(Loss) from ordinary activities before income tax has been determined after:

(a) Expenses

Borrowing costs
- other persons	800	3,233	800	3,233
Depreciation of non-current assets
- plant and equipment	10,222	14,450	10.222	14,450
- office furniture and equipment	1,555	1,736	1,555	1,736
- motor vehicles	15,912	7,239	15.912	7.239
Total depreciation	27,689	23,425	27,689	23,425
Amortisation of non-current assets - leasehold improvements	1,724	3,106	1.724	3,106
Write down of Non-Current investment to recoverable amount	128,125	49.859	128,125	49.859
Exploration Expenditure		7,757		7,757
Rental expense on operating leases - minimum lease payments	21,250	16.200	21,250	16,200

		Economic Entity		Parent Entity
3.	PROFIT FROM ORDINARY ACTIVITIES (Cont.) (b) Revenue and Net Gains	2003 S	2002 S	2003 \$	2002 S
	Net gain on disposal of non-current assets - investments	85.311		85,311
	(c) Significant Revenues
	Consideration on disposal of exploration asset Carrying amount of exploration asset sold		1,000,000		1,000,000
	Net gain on disposal of exploration asset		1.000.000		1,000,000

Note: The consideration on disposal of exploration assets consisted of 5,000,000 ordinary shares and 2,500,000 options exercisable at 35 cents each on or before 30 June 2006 issued by the purchaser Jackson Gold Limited. Pursuant to ASX requirements, the shares and options are subject to escrow until 11 June 2004.

$\overline{4}$ REMUNERATION AND RETIREMENT BENEFITS

(i) Directors' Remuneration

Income paid or payable to all directors of the economic entity by the economic entity and any related party.

	430,833	321,350
Income paid or payable to all directors of the parent entity by the parent entity and any related party.			430,833	321,350
The number of parent entity directors whose income from the parent entity and any related parties was within the following bands:		Number 2003		Number 2002
\$30,000 - \$39,999				1
$$40,000$ - \$49,999
\$50,000 - \$59,999		2
\$100,000 - \$109,999
\$110,000 - \$119,999
\$130,000 - \$139,999
$$150,000 -$ \$159,999
		Economic Entity	Parent Entity
	2003 S	2002 S	2003 S	2002 S

10,000

7,208

10,000

Superannuation Amounts paid by the economic entity to Superannuation funds on behalf of Directors 7,208

			Economic Entity	Parent Entity
		2003 \$	2002 S	2003 S	2002 S
4.	REMUNERATION AND RETIREMENT BENEFITS (Cont.) (ii) Executive Remuneration Remuneration received or due and receivable by executive officers of the economic entity, from the economic entity and any related entities for management of the affairs of the economic entity, whose remuneration is \$100,000 or more:
	Remuneration received or due and receivable by executive officers of the parent entity, from the parent entity and any related entities for management of the affairs of the parent entity and its subsidiaries, whose income is \$100,000 or more:
			Economic Entity	Parent Entity
5.	AUDITORS' REMUNERATION	2003 \$	2002 S	2003 S	2002 S
	Remuneration of the auditor for:
	- Auditing or reviewing the financial report - Other services	6,924	7,155	6,924	7,155
		6,924	7,155	6,924	7,155
6.	INCOME TAX
	The prima facie tax on Profit $/($ Loss) from ordinary activities before income tax is reconciled to the income tax as follows:
	Prima facie tax expense/(benefit) on Profit/(Loss) from ordinary activities before income tax at 30%
		(85,588)	200,186	(85,528)	200,458
	Add (Less) Tax effect of: - Permanent Differences - Tax effect of timing differences not		1,476		1,204
	brought to account - Future income tax benefit not	(521, 788)	(549, 684)	(521, 788)	(549, 684)
	brought to account	607,375	348,022	607,316	348,022
	Income tax attributable to operating profit / (loss)

INCOME TAX (Cont.) 6.

Potential future income tax benefits attributable to tax losses and exploration expenditure carried forward amounting to approximately \$1,100,000 (at 2003 corporate tax rate of 30%) have not been brought to account at 30 June 2003 because the directors do not believe it is appropriate to regard realisation of the future income tax benefits as virtually certain. These benefits will only be obtained if:

• the economic entity derives future assessable income of a nature and of an amount sufficient to $(a)$ enable the benefit from the deductions for the loss and exploration expenditure to be realised:
• the economic entity continues to comply with the conditions for deductibility imposed by law; and $(b)$
• no changes in tax legislation adversely affect the economic entity in realising the benefit from the $(c)$ deductions for the loss and exploration expenditure.

		Economic Entity		Parent Entity
		2003 \$	2002 \$	2003 S	2002 \$
7.	CASH ASSETS
	Cash at bank	43,845	154,964	43,844	154,963
	Deposits at call	292,011	2,671,052	292,011	2,671,052
		335,856	2,826,016	335,855	2,826,015
8.	RECEIVABLES
	Current
	Other debtors	223,111	70,233	223,111	70,233
	Amounts receivable from director related entities
		223,111	59,057		59,057
			129,290	223,111	129,290
	Non Current Amounts receivable from
	wholly owned subsidiaries			13,316	11,898
9.	OTHER FINANCIAL ASSETS
	Non-Current
	- shares in other listed corporations at
	market value	849,625	973,750	849,625	973,750
	- shares in wholly owned subsidiaries
		849,625	973,750	849,626	973,751

Pursuant to ASX requirements, 5,000,000 shares in Jackson Gold Limited held by the Company and included in the above amount are subject to escrow until 11 June 2004. The Company holds 125,000 shares in Jackson Gold Limited not subject to escrow. Shares in other listed corporations as above have been written down to the market value of non-escrowed shares at 30 June 2003.

				Economic Entity		Parent Entity
			2003 \$	2002 \$	2003 S		2002 \$
10.	PROPERTY, PLANT AND EQUIPMENT
	Plant and Equipment At cost		130,711	80,608		130,711	80,608
	Accumulated depreciation		(54,039) 76,672	(27, 043) 53,565		(54,039) 76,672	(27, 043) 53,565
	Leasehold improvements At cost Accumulated amortisation		16,438 (7,162) 9,276	5,438 (5, 438)		16,438 (7,162) 9,276	5,438 (5, 438)
	Total Property, Plant and		85,948	53,565		85,948	53,565
(i)	Movements in Carrying Amounts
	Movement in the carrying amounts for each class of property, plant and equipment between the beginning and end of the current financial year	Economic Entity 2003			Parent Entity 2003
		Plant and Equipment	Leaschold Improvements	Total	Plant and Equipment	Leasehold Improvements	Total
		\$	\$	\$	S	S	\$
	Balance at the beginning of the year	80,608		80,608	80,608		80,608
	Additions Disposals Depreciation /	50,103	16,438	66,541	50,103	16,438	66,541
	Amortisation expense	(54, 039)	(7,162)	(61, 201)	(54, 039)	(7,162)	(61,201)
	Carrying amount at the end of the year	76,672	9,276	85,948	76,672	9,276	85,948
				Economic Entity		Parent Entity
			2003 \$	2002 $\mathbf S$	2003 S		2002 \$
11.	OTHER ASSETS
	Current Prepayments		3,300	2,200		3,300	2,200
	Non-Current Exploration Expenditure
	Costs carried forward in respect of areas of interest in: - Exploration and evaluation phases		5,175,115	3,204,669		5,162,904	3,193,676

$II.$ OTHER ASSETS (Cont.)

	Economic Entity		Parent Entity
	2003 S	2002 S	2003 S	2002 \$
Costs carried forward in respect of areas of interest in: - Exploration and evaluation phases
Opening balance	3,204,669	1,135,436	3, 193, 676	1,135,436
Exploration expenditure written off		(7,757)		(7, 757)
Exploration expenditure	1,970,446	2,076,990	1,969,228	2,065,997
- Exploration and evaluation phases	5,175,115	3.204,669	5,162,904	3,193,676

The value of the economic entity's interest in exploration expenditure is dependent upon:

• the continuance of the economic entity's rights to tenure of the areas of interest;
• the results of future exploration; and $\bullet$
• the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.

The economic entity's exploration properties may be subjected 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 tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.

12. CONTROLLED ENTITIES

		Country of Incorporation		Percentage Owned (%)
(a)	Controlled Entities their and Consolidated Contribution 10 Profit			2003	2002
	Parent Entity - Hamill Resources Limited Goldfields International (now Limited)	Aust
	Subsidiaries of Hamill Resources Limited (now International Goldfields Limited): - Dempsey Resources Pty Ltd	Aust		100	100
		Economic Entity		Parent Entity
		2003	2002	2003	2002
13.	PAYABLES	S	S	Ŝ	S
	Current Unsecured Liabilities
	Trade creditors Sundry creditors and accrued	70,054	359,481	70,054	359,481
	expenses	124,827	49,464	124,827	49,464
		194,881	408,945	194,881	408,945

			Economic Entity		Parent Entity
		2003	2002	2003	2002
	14. INTEREST BEARING	\$	S	S	S
		LIABILITIES
	Current Hire purchase liability		23,231		23,231
	Less: unexpired terms charges		(741)		(741)
			22,490		22,490
15.	PROVISIONS
	Current
	Employee entitlements	9,091	3,778	9,091	3,778
	Number of employees at year end	5.	5.	5	5
16.	CONTRIBUTED EQUITY
	40,135,002 (2002: 40,135,002) Fully paid ordinary shares	6,095,453 (a)	6,095,453	6,095,453	6,095,453
	17,450,005 (2002: 17,450,005) 31 December 2003 Options	173,140 (b)	173,140	173,140	173,140
		6,268,593	6,268,593	6,268,593	6,268,593
$\left( a\right)$	Ordinary Shares At the beginning of the reporting period	6,095,453	4,318,645	6,095,453	4,318,645
	Shares issued during the year 301,263 on 17 December 2001 4,933,737 on 25 June 2002		50,000 1,726,808		50,000 1,726,808
	Total issued during the year Transaction costs relating to share issues		1,776,808		1,776,808
	At reporting date	6,095,453	6,095,453	6,095,453	6,095,453
(b)	Options At beginning of reporting period	173,140		173,140
	Options Issued during the year 17,450,005 on 13 August 2001 Transaction costs relating to option		174,500		174,500
	issue		(1,360)		(1,360)
		173,140	173,140	173,140	173,140

		Economic Entity		Parent Entity
		2003	2002	2003	2002
16.	CONTRIBUTED EQUITY (Cont.) (i) Ordinary Shares At the beginning of the reporting	No.	No.	No.	No.
	period	40,135,002	34.900.002	40,135,002	34,900,002
	Shares issued during the year
	17 December 2001 ٠		301,263		301,263
	25 June 2002 $\blacksquare$		4,933,737		4,933,737
	Total shares issued during the year	-	5,235,000	$\blacksquare$	5,235,000
	At reporting date	40,135,002	40.135,002	40.135,002	40,135,002

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held and in proportion to the amount paid up on the shares held.

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

	Economic Entity		Parent Entity
	2003 S	2002 Ŝ	2003 \$	2002 S
(ii) Options
At the beginning of the reporting period	23,950,006	6.500.001	23.950,006	6,500,001
Options issued during the year
$-18$ October 2002	3,100,000		3,100,000
- 13 August 2001		17.450,005		17,450,005
Total options issued during the year	3,100,000	17,450,005	3,100,000-	17,450,005
At reporting date	27,050,006	23,950,006	27,050,006	23,950,006

At 30 June 2003 there were 27,050,006 unissued ordinary shares for which options were outstanding.

$17.$ RETAINED PROFITS

Retained profits at the beginning of
the financial year	485,682	(181.602)	486.587	(181,602)
Net profit $/(loss)$ attributable to the
members of the parent entity	(285, 292)	667,288	(285,092)	668,193
Retained profits at the end of the
financial year	200,390	485.682	201,495	486,587

18. FINANCIAL INSTRUMENTS

(a) Interest Rate Risk

The economic 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 rate for each class of financial assets and financial liabilities comprises:

2003	Floating Interest Rate	Fixed Interest maturing in 1 year or less	Fixed Interest maturing over $1$ to $5$ vears	Non- interest bearing	2003 total
	\$	S	\$	S	\$
Financial assets
Cash	43,845	292,011			335,856
Receivables				223,111	223,111
Prepayments				3,300	3,300
Investments				849,625	849,625
	43,845	292,011		1,076,036	1,411,892
Weighted average Interest rate	4.51%	4.80%
Financial Liabilities Payables Interest bearing				194,881	194,881
Liabilities
				194,881	194,881
Weighted average interest rate		$-9/6$
Net financial assets	43,845	292,011		881,155	1,217,011

FINANCIAL INSTRUMENTS (Cont.) 18.

2002	Floating Interest Rate	Fixed Interest maturing in 1 year or less	Fixed Interest maturing over $1$ to $5$ years	Non- interest bearing	$2002$ total
	\$	S	S	S	\$
Financial assets
Cash	154,964	2,671,052			2,826,016
Receivables				129,290	129,290
Prepayments				2,200	2,200
Investments				973,750	973,750
	154,964	2,671,052		1,105,240	3,931,256
Weighted average Interest rate	4.26%	4.55%
Financial Liabilities
Payables				408,945	408,945
Interest bearing
Liabilities		22,490			22,490
		22,490		408,945	431,435
Weighted average interest rate		8.84%
Net financial assets	154,964	2,648,562		696,295	3,499,821

	2003	2003	2002	2002
	Carrying	Net fair	Carrying	Net fair
	Amount	Value	Amount	Value
	S	S	S	S
The carrying value and net fair values of financial assets and liabilities at balance date are:
Financial assets
Cash and deposits	335,856	335,856	2,826,016	2,826,016
Receivables	223.111	223,111	129,290	129,290
Investments	3,300	3.300	2,200	2.200
	562,267	562,267	2,957,506	2,957,506
Financial liabilities
Payables	194,881	194.881	408,945	408,945
Interest bearing liabilities			22,490	22,490
	194,881	194,881	431,435	431,435

	Economic Entity
	2003	2002
	S	\$
18. FINANCIAL INSTRUMENTS (Cont.)
Reconciliation of net financial assets to net assets
Net financial assets as above	1,217.011	3,499.821
Non-financial assets and liabilities
Property, plant and equipment	85,948	53.565
Areas of interest	5,175,115	3.204.669
Provisions	(9.091)	(3,778)
Net assets per balance sheet	6,468,983	6,754.277

$(b)$ Credit Risk

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

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

Net Fair Value of Financial Assets and Liabilities $(c)$

The net fair value of the financial assets and financial liabilities approximates their carrying value.

			Economic Entity
19.		EARNINGS PER SHARE	2003 S	2002 S
	(a)	Earnings / (Loss) used in the calculation of basic and dilutive EPS	(285, 292)	667,288
			Number	Number
	(b)	Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share:	40,135,002	35,128,536
		Weighted average number of options outstanding	26,115,759	21,846,444
		Weighted average number of ordinary shares outstanding during the year used in the calculation of dilutive earnings per share	66,250,761	56,974,980
	(c)	Classification of Securities
		Options outstanding have been classified as potential ordinary shares and are included in determination of

dilutive EPS:

		Economic Entity		Parent Entity
		2003	2002	2003	2002
		\$	\$	S	\$
20.	CASH FLOW INFORMATION
(i)	Reconciliation of Cash Flows from Operating Activities with Profit/ (Loss) from Ordinary Activities after Income Tax
	- Profit / (Loss) from ordinary activities after income tax	(285, 292)	667,288	(285,092)	668,193
	Non-cash flows in profit/loss from ordinary activities
	- Depreciation - Operating revenue satisfied by issue of securities in Jackson	29,413	26,531	29,413	26,531
	Gold Limited - Net gain on disposal of		(1,000,000)		(1,000,000)
	investments - Write off of exploration	(85,311)		(85,311)
	expenditure - Write downs to recoverable		7,757		7,757
	amount - investments - Write off stolen assets	128,125 3,731	49,859	128,125 3,731	49,859
	Cash flows excluded from profit/loss from ordinary activities
	- Payments for exploration and evaluation - Proceeds from sale of	(2,067,610)	(1,654,066)	(2,067,612)	(1,654,066)
	tenements		2,500		2,500
	Changes in assets and liabilities - Decrease/(Increase) in operating receivables &
	prepayments - Increase/(Decrease) in trade and other creditors, accruals	(109, 457)	14,773	(109, 657)	13,868
	and employee entitlements - Costs of capital raising paid	113,033	(77, 728) (1,360)	113,035	(77, 728) (1,360)
	Net cash inflows (outflows) from Operating Activities	(2,273,368)	(1,964,446)	(2,273,368)	(1,964,446)

		Economic Entity		Parent Entity
		2003	2002	2003	2002
		\$	S	\$	\$
21.	LEASE COMMITMENTS
	Operating Lease Commitments
	Non-cancellable operating
	leases
	Contracted for, but not
	capitalised in the accounts:
	- not later than one year	30,000	30,000	30,000	30.000
	- later than one year but not
	longer than five years	90,000	150,000	90,000	150,000
	- later than five years
		120.000	180,000	120,000	180.000

$22.$ COMMITMENTS

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

Not longer than one year Longer than one year, but	908,220	490.580	908.220	490,580
not longer than five years Longer than five years	1,567,790 1.567,790-	1.301.420 1,301,420	1,567.790 1,567.790	1,301,420 1,301,420
	4,043,800	3,093,420	4.043.800	3,093,420

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

Joint Venture Commitments

The economic entity has entered into the following joint venture arrangements:

MT. IDA SALE AGREEMENT - MOBILE GOLD MINING PTY LTD

Subject to the Option and Joint Venture heads of agreement between Hamill Resources Pty Ltd (Hamill) and Mobile Gold Mining Pty Ltd (Mobile) dated 8 December 2001 (as amended) and Sale Agreement, Mobile retain a 1% gross gold royalty on all production after the first 100,000 ounces to a limit of \$400,000.

ROYAL RESOURCES OPTION AGREEMENT

Subject to the Option and Joint Venture Heads of Agreement (as amended) between Hamill, Royal Resources Pty Ltd (Royal), Chatswood Crest Pty Ltd and Mary Ganeff (as trustee for the Landor Mining Trust Pty Ltd) (together the Vendors) dated 4 December, 2000 (and amended by letter Agreement dated 14^th November 2002), Hamill agreed to pay to the vendors \$30,000 as consideration for the grant to Hamill of an option to purchase an 100% interest in E29/378, 29/385, 29/386, 29/388, $29/413$ , $29/439$ and $29/440$ . The exercise price of the option is \$50,000 and may be paid in cash or shares at Hamill's sole discretion. The vendors will retain a \$10/ounce royalty on all gold produced The option remains exercisable until 3 December 2003.

22. COMMITMENTS (Cont.)

Under the agreement and upon exercise of the option, Hamill agrees to free carry the 20% interest of the Vendors to the completion of a bankable feasibility study.

SILVERTREE JOINT VENTURE

Subject to the Letter Agreement between Hamill and Silvertree Nominees Pty Ltd (Silvertree) dated 30 November 2000, Silvertree granted Hamill the option to acquire an 85% interest in E29/478.

After exercising the option, Hamill agrees to free carry the 15% interest of Silvertree to the completion of a bankable feasibility study.

HOOPER OPTION

The Company has entered into an Option Agreement with Stuart Hooper on Mining Lease 29/165. The terms of the Option Agreement allow for Hamill to purchase outright 95% of the Lease within 18 months of June 20, 2001 through the payment of an option fee of \$25,000 and a subsequent exercise price of \$25,000 (which has been paid). Hooper's 5% interest is free-carried to the completion of bankable feasibility study.

SPOTTED DOG ROYALTY - $P29/1754$ to 1760

A \$1/tonne mined and milled royalty is payable on these tenements to Western Areas NL for the purchase of exploration data.

FOUR CORNERS

The Company has entered into a Farmin and Joint Venture Agreement with Gutnick Resources NL ("GKR") pursuant to which the Company can earn an initial 60% interest in all minerals with the exception of nickel, cobalt and magnesium on E29/133 (converted to M29/204 to M29/208), E29/134 (converted to M29/288), E29/481, E29/415 and ELA30/245 by:

• expenditure of \$100,000 within 12 months of commencement date;
• payment of \$35,000 within 7 days of execution of the Agreement.

These conditions have been satisfied.

The Company may earn an additional 20% by expenditure of a further \$125,000 within two years. After Hamill earn an 80% interest GKR may contribute or elect to dilute to a 1% gross royalty to a maximum of 1 million ounces.

Rio Tinto Exploration Pty Ltd has the right to buy back a 30% interest in E29/133 and E29/134 following the completion of a bankable feasibility study for 150% of exploration expenditure incurred.

CLAMPTON FARMOUT AGREEMENT

Subject to the Farmin Agreement with Eclipse Minerals Ltd ("Eclipse") over E77/862 and E77/864 Eclipse may earn an 80% interest through exploration expenditure of \$500,000 on each tenement within 3 years.

JACKSON GOLD FARMIN AGREEMENT

Subject to the Farmin Agreement with Jackson Gold Limited, Jackson can earn a 90% interest in Northcote and an 80% interest in Iron Range through exploration expenditure of \$700,000 within three years of achieving quotation on the ASX. Hamill will retain a 10% free carried interest in both the Northcote and Iron Range projects through to the completion of a bankable feasibility study.

OUARTZ CIRCLE FARMIN AGREEMENT

Subject to an Agreement with M.I.M Exploration Ltd ("M.I.M"):

During the term of the Joint Venture MIM are obliged to keep the tenements in good $(i)$ . standing and drill a minimum of 2,000 metres.

The Joint Venture is to be managed by Hamill with maximum 10% allowance for $(ii).$ management overheads.

22. COMMITMENTS (Cont.)

(iii). Upon MIM earning 70% MIM or Hamill may elect to contribute or dilute. The sole contributing party may earn a further 1% for every full \$45,000 expenditure incurred if the other party elects to dilute. If either party elects to dilute then at 10% equity that party is deemed to convert to a 5% NPI.

Hamill has the right to excise an area for small scale development that does not meet $(iv)$ . the development criteria of MIM.

LORD BYRON JOINT VENTURE AGREEMENT

A Letter Agreement allows for AngloGold Australia Ltd to earn an initial 85% interest in the defined project area by an initial expenditure of \$300,000 within three years of the grant of E39/970 and a refund of costs incurred to date. This expenditure must include a minimum of \$75,000 prior to withdrawal. The Company may elect to contribute at this point and should any party dilute their interest to less than 10% it is deemed to withdraw from the Joint Venture.

23. SEGMENT INFORMATION

The economic entity operates predominantly in one geographical segment, being Western Australia, and in one industry, mineral mining and exploration. All details required to be disclosed pursuant to segmental reporting requirements can be found elsewhere in this report.

24. EVENTS SUBSEQUENT TO REPORTING DATE

On 18 February 2003 the directors of the Company and the directors of International Goldfields Limited (now International Goldfields (Romania) Limited) (International Goldfields) agreed to merge the two companies. On 11 July 2003 the merger was implemented by way of scheme of arrangement (Scheme). Under the terms of the Scheme, International Goldfields shareholders received six Hamill shares for every seven International Goldfields shares held.

On 15 July 2003 the Company changed its name to International Goldfields Limited.

On 25 July 2003 the Company issued 5.070.000 new ordinary fully paid shares at 30 cents per share to selected European investors.

Apart from the above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years.

25. RELATED PARTY INFORMATION

Transactions between related parties are on commercial terms and conditions, no more favourable than those available to other parties unless otherwise stated.

Transactions with related entities:

$(i)$ Director related Entities

An aggregate amount of \$36,000 (2002: \$36,000) was paid, or was due and payable to Okewood Pty Ltd, a company controlled by Mr Tony Sage for the provision of financial and management consulting services to the economic entity.

An aggregate amount of \$125,000 (2002: \$105,000) was paid, or was due and payable to Kingsreef Pty Ltd, a company controlled by Mr Nathan McMahon, for the provision of corporate and tenement management services to the economic entity.

RELATED PARTY INFORMATION (Cont.) 25.

An aggregate amount of \$40,000 (2002:\$16.667) was paid, or was due and payable to Mining Corporate Advisory Services Pty Ltd, a company controlled by Mr Kent Hunter for the provision of company secretarial services to the economic entity.

$(ii)$ Share Transactions of Directors

		Economic Entity		Parent Entity
	2003	2002	2003	2002
	Ŝ.	\$	\$	\$
Directors director- and
related entities hold
directly, indirectly or
beneficially the as. at
date reporting the
following equity interests
members in. οf the.
economic entity:
Hamill Resources Limited
- ordinary shares	11,565,349	7.276.822	11,565,349	7,276,822
- 31 December 2003
Options	3.613.402	3,715,902	3,613,402	3,715,902
- 30 June 2005, 35 Cent
Options	3,275,000	3,275,000	3,275,000	3,275,000
- 40 Cent, 31 August
2005 Options	3,100,000		3,100,000

DIRECTORS' DECLARATION

The directors of the company declare that:

• $\mathbf{1}$ . the financial statements and notes, as set out on pages 10 to 32, are in accordance with the Corporations Act 2001:
• $(a)$ comply with Accounting Standards and the Corporations Regulations 2001; and
• $(b)$ give a true and fair view of the financial position as at 30 June 2003 of the performance for the year ended on that date of the Company and economic entity;
• $\overline{2}$ . in the directors' opinion there are reasonable grounds to believe that the economic entity will be able to pay its debts as and when they become due and payable.

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

K M Hunter Director

Perth. 30 September 2003

INDEPENDENT AUDIT REPORT

To the members of Hamill Resources Limited

Scope

We have audited the financial report of Hamill Resources Limited (now International Goldfields Limited) for the year ended 30 June 2003 as set out on pages 10 to 33. The company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the company.

Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the company's financial position, and performance as represented by the results of its operations and its cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion

In our opinion, the financial report of Hamill Resources Limited is in accordance with:

• (a) the Corporations Act 2001, including:
• (i) giving a true and fair view of the company's financial position as at 30 June 2003 and of its performance for the year ended on that date; and
• (ii) complying with Accounting Standards and the Corporations Regulations; and
• (b) other mandatory professional reporting requirements.

ORD PARTNERS Chartered Accountants

I K Macpherson

Dated this 30th day of September, 2003 Perth, Western Australia

PARTNER $\mathbf{S}$ CHARTERED

Ian K Macpherson CA.

Robert W Parker CA.

Craig A Vivian CA

1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999
1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990

Level 2. 47 Colin Street West Perth WA 6005

PO Box 359 West Perth WA 6872 曾+61 8 9321 3514

■ +61 8 9321 3523

ADDITIONAL SHAREHOLDER INFORMATION

Shareholding

The distribution of members and their holdings of equity securities in the holding company as at 28 August 2003 was as follows:

	Class of Equity Securities
Number Held as at 28 August 2003	Fully Paid Ordinary Shares	31 December 2003 Options:
$1 - 1,000$	113	2
$1,001 - 5,000$	215	65
$5,001 - 10,000$	262	40
$10,001 - 100,000$	508	138
$100,001$ and over	127	39
TOTALS	1.225	284
Holders of less than a marketable parcel:	- fully paid shares

Substantial Shareholders

The names of the substantial shareholders listed in the holding company's register as at 26 August 2003:

Shareholder	Number
National Nominees Ltd>	9.517.229
Anthony William Paul Sage	7.457.532
Rathbone Trustees Jersey	6.848,572

Voting Rights

Ordinary Shares

In accordance with the holding company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.

ADDITIONAL SHAREHOLDER INFORMATION (Cont.)

Twenty Largest Shareholders

The names of the twenty largest ordinary fully paid shareholders and 31 December 2003 20 cent option holders as at 28 August 2003 are as follows:

Name	Number of Ordinary Fully Paid Shares Held	% Held of Issued Ordinary Capital	Name	Number of 31 December 2003 Options Held	% Held of Class of Equities
National Nominees Ltd	9,517,229	9.186	Anthony William Paul Sage	1,103,400	6.323
Anthony William Paul Sage	7,457,532	7.198	Nathan Bruce McMahon	1,000,001	5.730
Rathbone Trustees Jersey	6,848.572	6.610	Clive Bruce Jones	1,000,000	5.730
Silktree Investments	5,141,429	4.962	Mr Henry Kai Tong Au	891.994	5.111
Westpac Custodian Nominees	4,726,161	4.562	Garry McDowall	612,500	3.510
J P Morgan Nominees	2,890,000	2.789	Mr Mervyn Bassett & Mrs Shirley Bassett	577.500	3.309
The Strategic Capital	2,834,835	2.736	HKT AU PTY LTD	476.570	2.731
Superannuation services Rollerblade Ltd		2.490			2.370
	2,580,000		Casula Management Pty Ltd Adam James Lienert	413,576
Nathan Bruce McMahon	2,171,430	2.096		410,000	2.349
HKT AU PTY LTD	2,085,162	2.012	Mr Rodney Alan Baring Mr Peter Vassileff	400,000	2.292
Clive Bruce Jones	2,000,000	1.930		320,000	1.833
Peter Vassileff	1.781.035	1.719	Hightime Investments Pty Ltd	280.000	1.604
Mr Gary McDowell	1,257.431	1.213	Miss Maria Simon	260,000	1.489
Nefco Nominees	1,158.115	1.117	TV Games Pty Ltd	250,000	1.432
Williams & Glyn's Nominees Ltd	1,092,000	1.054	Mr Robert Francis Panton	225,000	1.289
Mr Kent Michael Hunter	1,033,001	0.997	Mrs Patricia Brady	220,000	1.260
Kingsreef Pty Ltd	939,434	0.906	Overnight Nominees Pty Ltd	215,000	1.232
Mr Martin Oczłon	937,715	0.905	Integrated Insurance	209.000	1.197
			Planning Pty Ltd
Mrs June Van Rens	908,527	0.876	Rollerblade Ltd	200,000	1.146
Ms Jane Elizabeth Glass	845.366	0.816	Gemelli Holdings	200.000	1.146
	58.204.974	56.170		8,392.440	48.084

CORPORATE GOVERNANCE STATEMENT

The board of directors of Hamill Resources Limited (now International Goldfields Limited) is responsible for the corporate governance of the economic entity. The board guides and monitors the business and affairs of Hamill Resources Limited (now International Goldfields Limited) on behalf of the shareholders by whom they are elected and to whom they are accountable.

The board of directors considers that Hamill Resources Limited's structure and the scope of its activities does not iustify the establishment of committees such as an audit committee, preferring to manage the economic entity through the full board of directors. The board of directors comprises two executive directors and two non-executive directors as detailed in the Directors' Report. The board of directors comprises directors with an appropriate range of qualifications and expertise meeting regularly and following meeting guidelines set down to ensure all directors are made aware of and have available all necessary information to participate in an informed discussion of all agenda items.

As the board acts on behalf of the shareholders and is accountable to the shareholders the board seeks to identify the expectations of the shareholders as well as other regulatory and ethical expectations and obligations. In addition the board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

The board of directors aims to ensure that the shareholders on behalf of whom they act are informed of all information necessary to assess the performance of the directors. Information is communicated to the shareholders through:

• The annual report which is distributed to all shareholders:
• The quarterly reports which are available on request to all shareholders; and
• The annual general meeting and other shareholder meetings so called to obtain approval for board action as appropriate.

In order to ensure that the board continues to discharge its responsibilities in an appropriate manner the performance of all directors is continuously monitored.

SCHEDULE OF MINERAL TENEMENTS AS AT 18 SEPTEMBER 2003

PROJECTS	TENEMENTS	PROJECTS	TENEMENT	PROJECT	TENEMENT
Arunta	4ELA's	Menzies	7P's, 8PLA's	Lord Byron	IELA
Bali Hi	IELA	Merolia	3ELA's 3PLA's	Mt McMahon	IPLA.
Bardoc JV	$3M$ s	Mt Ida	14EL's, 8 ELA's, 2M's, HMLA's, 2P's, HPLA's	Kanowna	5PLA's
Bardoc 100%	4PLA's	Mulgarrie	7PLA's	Kundana West	1EL
Bindula	IPLA	Perkofilli	IEL, !MLA, 5P's 35 PLA's	Clampton	2ELA's
Blair	IELA, IOPLA's IP	Pingarring	IELA	Cosmos North	1ELA
Boorara	2P's, IPLA	Quartz Circle	2 ELA's, IOPLA's	Goongarrie	9P's, 2PLA's
British Hill	2ELA's, 3PLA's 10P's	Sophie Downs	TEL, IP	Jubuk	1EL
Broad Arrow	3PLA's	St lves	$3EL$ 's, $4P$ 's	Jutson Rocks	2EL's
Cardinia	8P's, IPLA	Telfer	IELA	Mt Vetters	IELA, 3P's, 3PLA's
Channings	IEL.	White, Mt	IELA	Mt Clifford	IELA 3PLA's
Wilga Hill	IELA, 2PLA's	Yilgangi	IELA, IMLA, IP	Mt Howe	1 EL
Yerilla	IELA	Metzke's Find	4PLA's

Notes: EL = Granted Exploration Licence MLA = Mining Lease Application $M =$ Granted Mining Lease
ELA = Exploration Licence Application P = Granted Prospecting Licence PLA =

All tenements are 100% owned unless detailed in Note 22 - Joint Venue Commitments.