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JAMESON RESOURCES LIMITED Interim / Quarterly Report 2012

Mar 12, 2012

65152_rns_2012-03-12_70bd6908-adef-4ba3-970e-066cd373020f.pdf

Interim / Quarterly Report

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JAMESON RESOURCES LIMITED ACN 126 398 294

Half-Year Financial Report 31 December 2011

JAMESON RESOURCES LIMITED ACN 126 398 294

HALF-YEAR FINANCIAL REPORT For the Period Ended 31 December 2011

Company Directory 1
Directors' Report 2
Auditor’s Independence Declaration 4
Condensed Statement of Comprehensive Income 5
Condensed Statement of Financial Position 6
Condensed Statement of Changes in Equity 7
Condensed Statement of Cash Flows 8
Condensed Notes to the Financial Statements 9
Directors' Declaration 16
Independent Auditor’s Review Report 17

COMPANY DIRECTORY

DIRECTORS

Mr David Fawcett (Chairman)

Mr John Holmes (Executive Director)

Mr David Prentice (Non-Executive Director)

Mr Jeff Bennett (Non-Executive Director)

Mr T. Arthur Palm (Non-Executive Director)

COMPANY SECRETARY

Ms Suzie Foreman

REGISTERED OFFICE

Jameson Resources Limited Level 2, 79 Hay Street SUBIACO WA 6005 Telephone: (08) 9200 4473 Facsimile: (08) 9200 4463

AUDITORS

HLB Mann Judd (WA Partnership) Level 4,130 Stirling Street PERTH WA 6000

SHARE REGISTRAR

Security Transfer Registrars 770 Canning Highway APPLECROSS WA 6153 Telephone: (08) 9315 2333

STOCK EXCHANGE LISTING

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

[1]

JAMESON RESOURCES LIMITED ACN 126 398 294

HALF-YEAR FINANCIAL REPORT

DIRECTORS' REPORT

Your directors submit the financial report of the consolidated entity for the half year ended 31 December 2011. In order to comply with the provisions of the Corporations Act 2001, the directors’ report is as follows:

DIRECTORS

The names of Directors who held office during or since the end of the half year and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated. Directors were in office for this entire period unless otherwise stated.

Mr David Fawcett ( appointed 13 December 2011) Mr John Holmes Mr David Prentice Mr Jeff Bennett Mr T. Arthur Palm

RESULTS

The loss after tax for the period ended 31 December 2011 was $953,940.

REVIEW OF OPERATIONS

On 20 October 2011 Jameson Resources Limited (“Jameson” or “the Company”) announced that it had entered into a Sale and Purchase Agreement to acquire Dunlevy Energy Inc. which includes the Dunlevy coal project (“Dunlevy Project”). In addition the Company has entered into a binding Letter of Intent to acquire certain assets of Nexx Coal Inc (“Nexx”) which includes the Graham River, Peace Reach and Carbon East coal projects (“Nexx Projects”) located in northeast British Columbia, Canada.

In conjunction with the acquisition of the Dunlevy Project and the Nexx Projects (“the Projects”), the Company strengthened its management team with the pending appointment of Canada-based coal mining executive Mr David Fawcett as Non-Executive Chairman of the Company.

On 10 November 2011, the Company entered into a Sale and Option Agreement with Saturn Minerals Inc. to acquire an initial 10% interest with an option to earn up to a further 50% interest in the Red Earth coal project (“Red Earth Project”) located in eastern Saskatchewan, Canada.

Further details on the relevant acquisition terms of the projects are detailed in the Entitlements Issue Prospectus dated 11 November 2011 and ASX anouncements dated 20 October 2011 and 10 November 2011.

The Company has been active in its evaluation on several other metallurgical and thermal coal opportunities in Western Canada.

CORPORATE

On 11 July 2011, the Company announced that additional coal licences have been applied for at the Crown Mountain Coal Project. The applications have been incorporated into the existing Option Agreement with the Project Vendor for no further consideration to the vendor.

On 21 July 2011, the Company announced it would pay $25,000 to exercise its Option Agreement on the Crown Mountain Coal Project. Jameson will now have a direct ninety (90%) interest in the Project.

Mr T Arthur Palm was appointed as Executive Director of Operations effective 1 August 2011.

[2]

JAMESON RESOURCES LIMITED ACN 126 398 294

HALF-YEAR FINANCIAL REPORT

DIRECTORS' REPORT

On 20 October 2011, the Company announced that in conjunction with the acquisition of the Projects detailed above, it proposed to undertake a placement to predominantly institutional investors of 10,700,000 ordinary shares at $0.12 each, with one (1) free option attached to every three (3) Placement Shares totalling 3,566,667 options, to raise $1,344,000 before associated costs. The options are exercisable on or before 30 September 2014 at $0.15. The placement was completed in two tranches, with the first tranche completing on 17 November 2011 raising $1,284,000 and second tranche, being subject to shareholder approval, finalising on 16 December 2011 raising $60,000.

A pro rata non-renounceable entitlement issue was also made to existing shareholders on the basis of one (1) New Share for every six (6) Shares held by Shareholders on the Record Date at an issue price of $0.10 per New Share. The issue was fully underwritten by CIP and a total of 17,754,811 shares were issued in total raising $1,775,481 before associated costs.

On 23 December 2011, the Company announced in conjunction with the completion of the acquisition of the Dunlevy Project and the Nexx Projects, that Mr David Fawcett was appointed as Non-Executive Chairman of the Company. Mr Fawcett is a highly regarded coal mining engineer, developer and executive credited with playing a major role in reviving the coal industry in Northeast British Columbia, Canada.

EVENTS SUBSEQUENT TO REPORTING DATE

On 5 January 2012, the Company finalised of the First Tranche of a $6,000,000 placement (to sophisticated and professional investor clients of Capital Investment Partners and Blackswan Equities), via the issue of 17,217,551 ordinary fully paid shares at $0.20 each raising $3,443,510 before costs.

An extraordinary general meeting was held on 9 February 2012 which approved the second tranche of the placement, being the issue of 12,782,449 fully paid ordinary shares at $0.20 each raising $2,556,490 before associated costs.

Other than detailed above, there are no matters or circumstances have arisen since the end of the half year period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

AUDITOR’S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the company with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on page 4 and forms part of this directors’ report for the half-year ended 31 December 2011.

This report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001.

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John Holmes Executive Director

Dated this 12th day of March 2012

[3]

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Jameson Resources Limited for the half-year ended 31 December 2011, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • b) any applicable code of professional conduct in relation to the review.

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Perth, Western Australia 12 March 2012

N G NEILL Partner, HLB Mann Judd

HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia. Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers

4

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the Half Year ended 31 December 2011

Note
Revenue
2
Employee Benefits Expense
2
Equity Based Payments
Corporate and Compliance Fees
Consultancy Expense
Exploration Costs Expensed
Administration
Depreciation and Amortisation
Interest and Finance Expenses
Impairment of Investment
Other Expenses
Loss before income tax
Income tax expense
Loss after tax
Other comprehensive income
Exchange differences on translation of foreign
operations
Other comprehensive income for the period net
of tax
Total comprehensive loss for period
Basic loss per share (cents)
CONSOLIDATED
31 December
2011
$
31 December
2010
$
14,385
28,040
(203,227)
(197,478)
(14,597)
-
(278,912)
(92,762)
(212,430)
(98,386)
(15,228)
(65,339)
(31,054)
(4,112)
(3,751)
(2,972)
(1,582)
(747)
(123,750)
-
(83,794)
(53,079)
(953,940)
(486,835)
-
-
(953,940)
(486,835)
(215,618)
(3,503)
(215,618)
(3,503)
(1,169,558)
(490,338)
(0.96)
(0.76)

The accompanying notes form part of these financial statements.

[5]

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED STATEMENT OF FINANCIAL POSITION As at 31 December 2011

Note
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Deferred exploration and evaluation expenditure
3
Property, plant and equipment
Financial assets
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provision
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
4
Reserves
5
Accumulated losses
TOTAL EQUITY
CONSOLIDATED
As at
31 December 2011
$
As at
30 June 2011
$
3,426,999
1,544,569
84,202
185,683
5,018
11,200
3,516,219
1,741,452
6,216,659
450,089
16,844
11,441
101,250
225,000
26,606
16,475
6,361,359
703,005
9,877,578
2,444,457
576,939
180,792
415,628
12,308
992,567
193,100
992,567
193,100
8,885,011
2,251,357
16,484,149
9,256,380
808,607
448,782
(8,407,745)
(7,453,805)
8,885,011
2,251,357

The accompanying notes form part of these financial statements.

[6]

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED STATEMENT OF CHANGES IN EQUITY For the Half-Year Ended 31 December 2011

Balance at 1 July
2011
Loss for the period
Exchange differences
arising on translation of
foreign operations
Total comprehensive
loss for the period
Issue of Options and
Performance rights
Issue of exchangeable
securities
Share capital net of
capital raising costs
Balance at 31
December 2011
Balance at 1 July
2010
Loss for the period
Exchange differences
arising on translation of
foreign operations
Total comprehensive
loss for the period
Share capital net of
capital raising costs
Balance at 31
December 2010
CONSOLIDATED
Contributed
Equity
Accumulated
Losses
Share Based
Payment Reserve
Foreign
Currency
Reserve
Total
Equity
$
$
$
$
$
9,256,380
(7,453,805)
439,865
8,917
2,251,357
-
(953,940)
-
-
(953,940)

-
-
-
(215,618)
(215,618)
-
(953,940)
-
(215,618)
(1,169,558)
-
-
575,443
-
575,443
4,950,000
-
-
-
4,950,000
2,277,769
-
-
-
2,277,769
16,484,149
(8,407,745)
1,015,308
(206,701)
8,885,011
7,932,272
(6,961,373)
439,865
(7,470)
1,403,294
-
(486,835)
-
-
(486,835)

-
-
-
(3,503)
(3,503)
-
(486,835)
-
(3,503)
(490,338)
1,324,108
-
-
-
1,324,108
9,256,380
(7,448,208)
439,865
(10,973)
2,237,064

The accompanying notes form part of these financial statements.

[7]

CONDENSED CASH FLOW STATEMENTS For the Half-Year Ended 31 December 2011

JAMESON RESOURCES LIMITED ACN 126 398 294

Cash flows from operating activities
Payments to suppliers and employees
Interest received
Payments for new project generation
Net cash flows used in operating activities
Cash Flows from investing activities
Payments for exploration and evaluation
Payments for plant and equipment
Payments for equity investments
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Payments for share issue costs
Proceeds for share issue not yet allotted
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 31 December
CONSOLIDATED
31 December 2011
$
31 December 2010
$
(295,734)
(375,883)
25,114
26,028
(344,334)
(352,684)
(614,954)
(702,539)
(391,443)
-
(9,154)
-
(418,081)
-
(818,678)
-
3,119,452
1,437,433
(205,109)
401,719
(101,389)
-
3,316,062
1,336,044
1,882,430
633,505
1,544,569
1,536,996
3,426,999
2,170,501

The accompanying notes form part of these financial statements.

[8]

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134: Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

The half-year report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2011 and any public announcements made by Jameson Resources Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and ASX Listing Rules.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Basis of preparation

The half-year report has been prepared on a historical cost basis. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. For the purpose of preparing the half-year report, the half-year has been treated as a discrete reporting period.

Significant accounting judgements and key estimates

The preparation of interim financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

In preparing this interim report, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the year ended 30 June 2011.

Adoption of new and revised Accounting Standards

In the half-year ended 31 December 2011, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2011.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2011. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

[9]

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

2. LOSS BEFORE INCOME TAX EXPENSE

OSS BEFORE INCOME TAX EXPENSE
31 December 31 December
2011 2010
$ $
The following revenue and expense items are relevant in
explaining the financial performance for the half-year:
Interest revenue 14,385 28,040
Employee benefit expenses (203,227) (197,478)

3. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

Costs carried forward in respect of areas of interest in the
following phases
Exploration and evaluation phase – at cost
Balance at beginning of period
Expenditure capitalised
Project acquisitions (Dunlevy, Nexx and Red Earth)
Write up
As at balance date
31 December 2011
$
30 June 2011
$
6,216,659
450,089
450,089
-
331,315
425,511
5,435,255
-
-
24,578
6,216,659
450,089

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas.

4. CONTRIBUTED EQUITY

124,783,676 (30 June 2011: 95,828,865) Issued and fully
paid ordinary shares
22,000,000 (30 June 2011: nil) exchangeable shares
Ordinary Shares
Movements in ordinary shares on issue
At 1 July 2011
November 2011 Placement @ $0.12
December 2011 Entitlements Issue @ $0.10
Costs of issues
At 31 December 2011
31 December 2011
30 June 2011
$
$
11,534,149
9,256,380
4,950,000
-
16,484,149
9,256,380
Number
$
95,828,865
9,256,380
11,200,000
1,344,000
17,754,811
1,775,481
-
(841,712)
124,783,676
11,534,149

11

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

4. CONTRIBUTED EQUITY (CONT)

Exchangeable Shares
Movements in exchangeable shares
At 1 July 2011
Exchangeable Shares issued in Dunlevy and Nexx
acquisitions
At 31 December 2011
Number
$
-
-
22,000,000
4,950,000
22,000,000
4,950,000

5. RESERVES

Equity Based Payment Reserve (a)
Foreign Currency Translation Reserve (b)
(a) Equity Based Payments Reserve:
Balance at the beginning of the year
Options issued to Consultants
Current period value of Performance Rights issued to
directors
Balance at the end of the year
(b) Foreign Currency Translation Reserve:
Balance at the beginning of the year
Foreign exchange differences
Balance at the end of the year
31 December 2011
30 June 2011
$
$
1,015,308
439,865
(206,701)
8,917
808,607
448,782
439,865
439,865
560,845
-
14,598
-
1,015,308
439,865
8,917
(7,470)
(215,618)
16,387
(206,701)
8,917

6. SEGMENTAL REPORTING

Jameson Resources Limited operates predominantly in one industry being the mining and exploration industry in Australia and Canada.

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the board of directors in assessing performance and determining the allocation of resources.

The Company is managed primarily on the basis of its coal exploration in Canada and its corporate activities. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics.

11

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

6. SEGMENTAL REPORTING (CONT)

Types of reportable segments

(i) Coal exploration

Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Canada are reported on in this segment.

(ii) Corporate

Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been allocated to operating segments.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables.

(i) Segment performance

31 December 2011
Segment revenue
Segment results
Included within segment result:

Depreciation

Interest Revenue
Corporate
Coal
Exploration
Total
$
$
$
14,385
-
14,385
(953,940)
-
(953,940)
3,751
-
3,751
14,385
-
14,385

12

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

6. SEGMENTAL REPORTING (CONT)

(i) Segment performance (cont)

Segment assets
Segment liabilities
31 December 2010
Segment revenue
Segment results
Included within segment result:

Depreciation

Interest Revenue
Segment assets
Segment liabilities
Corporate
Coal
Exploration
Total
$
$
$
3,409,816
6,467,762
9,877,578
(742,459)
(250,108)
(992,567)
28,040
-
28,040
(166,644)
(320,191)
(486,835)
(2,972)
-
(2,972)
28,040
-
28,040
2,339,378
69,149
2,408,527
(171,463)
-
(171,463)

(ii) Revenue by geographical region

There is no revenue attributable to external customers for the half year periods ended 31 December 2010 and 2011.

(iii) Assets by geographical region

Reportable segment assets are located in Canada and Australia.

7. BUSINESS COMBINATION

Acquisition of Dunlevy Energy Inc.

On 22 December 2011, the Company’s 100% wholly owned subsidiary, NWP Coal Canada Ltd, acquired 100% of the voting shares of Dunlevy Energy Inc a company registered in British Columbia, Canada.

The total cost of the combination was $3,052,751 and comprised an issue of equity instruments and cash and contingent consideration. The Company issued 12,000,000 exchangeable shares with a fair value of $0.225 each, based on the quoted price of the shares of Jameson Resources Limited at the date of exchange.

The Group has provisionally recognised the fair values of the identifiable assets and liabilities of Dunlevy Energy Inc based upon the best information available as of the reporting date. Provisional business combination accounting is as follows:

13

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

7. BUSINESS COMBINATION (CONT)

Cash and cash equivalents
Other receivables
Exploration expenditure
Trade payables
Other payables
Fair value of identifiable net assets
Goodwill arising on acquisition1
1Goodwill has been capitalised as additions to the deferred exploration and
evaluation expenditure for the period.
Acquisition date fair value of consideration transferred:
Exchangeable shares issued, at fair value
Trade Payables assumed by parent
Cash payments
Total consideration
Direct costs relating to the acquisition of $77,605 have been expensed.
The cash outflow on acquisition is as follows:
Cash paid
Net cash acquired with the subsidiary
Net cash outflow
Fair value at
acquisition
date
$
6,077
6,321
336,679
(114,861)
(193,087)
41,149
3,011,602
3,052,751
$
2,700,000
206,970
145,781
3,052,751
Consolidated
$
145,781
6,077
139,704

Acquisition related costs of $77,605 are included in other expenses in the statement of comprehensive income.

Directly attributable costs of raising equity have been included as a deduction from equity.

Under the terms of the acquisition agreement, the Group agrees to pay Mr Ken Murfitt, a preference shareholder of Dunlevy Energy Inc a cash payment upon the redemption of 100 preferred shares in the increments as defined in the purchase agreement. See note 8.

14

JAMESON RESOURCES LIMITED ACN 126 398 294

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2011

8. CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

As a condition under the acquisition of Dunlevy Energy Inc. and its Dunlevy Project, Jameson also agrees to assume the responsibility of the repayment of Dunlevy’s obligations to Mr Ken Murfitt consisting of:

  • (i) C$100,000, in consideration of the transfer of coal licence application No. 417666, payable in the following increments for the redemption of 100 preferred shares held by Mr Ken Murfitt in Dunlevy (“Preferred Shares”) of which 45 preferred shares were redeemed for $45,000 at Settlement Date with the balance payable as follows:

  • (a) C$25,000 for the redemption of a further 25 Preferred Shares on 9 October 2012; and;

  • (b) C$30,000 for the redemption of the final 30 Preferred Shares on 9 October 2013; and;

  • (ii) C$250,000 (plus Canadian HST) to be paid upon commencement of commercial production from the Dunlevy Project as further consideration for the Preferred Shares in Dunlevy held by Mr Ken Murfitt.

Other than detailed above, there has been no change in contingent liabilities since the last annual reporting date.

9. EVENTS SUBSEQUENT TO REPORTING DATE

On 5 January 2012, the Company finalised of the First Tranche of a $6,000,000 placement (to sophisticated and professional investor clients of Capital Investment Partners and Blackswan Equities), via the issue of 17,217,551 ordinary fully paid shares at $0.20 each raising $3,443,510 before costs.

An extraordinary general meeting was held on 9 February 2012 which approved approve the second tranche of the placement, being the issue of 12,782,449 fully paid ordinary shares at $0.20 each raising $2,556,490 before associated costs.

Other than detailed above, there are no matters or circumstances have arisen since the end of the half year period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

15

JAMESON RESOURCES LIMITED ACN 126 398 294

DIRECTORS' DECLARATION

For the Half Year Ended 31 December 2011

In the opinion of the directors of Jameson Resources Limited (“the Company”):

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

  2. a) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  3. b) giving true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half-year then ended; and

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

This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act 2001.

==> picture [93 x 60] intentionally omitted <==

John Holmes Executive Director

Dated this 12th day of March 2012

16

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Jameson Resources Limited

Report on the Condensed Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Jameson Resources Limited (“the company”) which comprises the condensed statement of financial position as at 31 December 2011, the condensed statement of comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ responsibility for the half-year financial report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine is necessary to enable the preparation of the half year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company’s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers. 17

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Independence

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

Matters relating to the electronic presentation of the reviewed half-year financial report

This review report relates to the half-year financial report of the consolidated entity for the half-year ended 31 December 2011 included on the company’s website. The company’s directors are responsible for the integrity of the company’s website. We have not been engaged to report on the integrity of this website. The review report refers only to the halfyear financial report identified above. It does not provide an opinion on any other information which may have been hyperlinked to/from the half-year financial report. If users of the half-year financial report are concerned with the inherent risks arising from publication on a website they are advised to refer to the hard copy of the reviewed half-year financial report to confirm the information contained in this website version of the half-year financial report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Jameson Resources Limited is not in accordance with the Corporations Act 2001 including:

  • a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and

  • b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

HLB MANN JUDD

Chartered Accountants

Perth, Western Australia 12 March 2012

N G NEILL Partner

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