METEORIC RESOURCES NL

ABN: 64 107 985 651

ANNUAL REPORT

FINANCIAL YEAR 2004 - 2005

Corporate Directory	3
Chairman's Review	4
Review of Operations	5
Directors' Report	19
Corporate Governance Statement	25
Statement of Financial Performance	31
Statement of Financial Position	32
Statement of Cash Flows	33
Notes to and forming part of the Financial Statements	34
Directors' Declaration	51
Independent Audit Report	52
Tenement Schedule	53
Other Information	54

CORPORATE DIRECTORY

DIRECTORS

PETER THOMAS Non-Executive Chairman

ROGER THOMSON Managing Director

GEORGE SAKALIDIS Executive Director - Exploration

COMPANY SECRETARY Rudolf Tieleman

REGISTERED OFFICE $2^nd$ Floor 35 Outram Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9485 2840

WEBSITE www.meteoric.com.au

FOR SHAREHOLDER INFORMATION CONTACT

SHARE REGISTRY Security Transfer Registrars Pty Ltd 770 Canning Highway, Applecross WA 6153 Telephone (08) 9315 2333 Facsimile (08) 9315 2233

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE 2^nd Floor 35 Outram Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9485 2840

SOLICITORS TO THE COMPANY Smyth & Thomas 10 Walker Avenue, West Perth WA 6005

BANKERS Bank of Western Australia Ltd Hay Street, West Perth WA 6005

AUDITORS Somes & Cooke Chartered Accountants Level 1, 1304 Hay Street, West Perth WA 6005

STOCK EXCHANGE Australian Stock Exchange

COMPANY CODE MEI (Fully paid shares)

ISSUED CAPITAL 40,872,248 fully paid ordinary shares 14,710,971 partly paid shares, \$0.20 unpaid

Dear Shareholder

I am pleased to report, in this the first Annual Report of Meteoric, that since listing on 16 July 2004, Meteoric has had an active and successful year of operations.

Meteoric has been pursuing the objectives outlined in its initial public offering prospectus by vigorously exploring a number of projects in Western Australia and the Northern Territory as the statistics summarising the geophysical and drilling operations during the 12 months to August 2005 indicate:

Drilling (metres)					Geophysics
Vacuum	RAB	Aircore	Reverse Circulation	Diamond Core	Gravity (stations)	Ground magnetics (kilometres)
2684	28527	2154	11964	496	15460	766.

Results from the Wilthorpe gold project (situated some 25 kilometres south of the Fortnum gold mine) have been particularly encouraging. The recognition of the structural trend of mineralised vein systems has identified new targets extending beyond the high grade (values up to $1m \otimes 38g/t$ ) Harrods mineralised zone suggesting a much larger target zone measuring some 2.5 kilometres long by 500 metres in width. In October 2005 Meteoric will start a campaign of closely-spaced RAB and RC drilling of this entire target zone.

Meteoric's management is looking to delineate a large resource at Wilthorpe which has some geological and structural similarity to the Callie deposit at Tanami in the Northern Territory which has produced some 2 million ounces of gold.

Meteoric has also had encouraging results from its Bullfinch project in Western Australia and has a strong presence at Tennant Creek in the Northern Territory where extensive ground magnetic and gravity surveys have been completed in the search for Tennant Creek-style gold and base metal deposits over the Barkly and Warrego North Projects.

At time of writing, gold is trading at a 17-year high with the prospect, in the face of escalating oil prices, of running strongly upwards. To take advantage of this, Meteoric is looking to expeditiously delineate a resource at Wilthorpe and advance its Bullfinch and Tennant Creek projects.

Meteoric takes this opportunity to thank shareholders for their continuing support, with particular recognition being made of Peter Woodford, John Hughes, Vern Wheatley and Bob Branchi who have backed Meteoric's technical director, George Sakalidis, over the years going back prior to the listing of Meteoric's founding parent, Image Resources. Thanks also to the institutional investor Fat Prophets Australia Fund Limited which has taken a 3.5% stake in Meteoric and whose support is welcome recognition of Meteoric's potential.

PETER THOMAS CHAIRMAN

PROJECTS SUMMARY

METEORIC RESOURCES IS A GOLD AND COPPER EXPLORER FOCUSED ON 10 PROJECTS TOTALLING 1.200 SO KM IN WESTERN AUSTRALIA AND THE NORTHERN TERRITORY. THIS PORTFOLIO RANGES FROM GRASS ROOTS EXPLORATION TO ADVANCED PROJECTS NEAR THE RESOURCE DEFINITION STAGE. METEORIC IS CURRENTLY FOCUSED ON ITS WILTHORPE PROJECT NORTH OF MEEKATHARRA IN WA WHERE A POTENTIALLY LARGE MINERALISED SYSTEM HAS BEEN IDENTIFIED.

Following a successful IPO and listing on the ASX in July 2004, Meteoric embarked on an aggressive first year programme including more than 33,000m of drilling on its projects held in joint venture with Image Resources. Under the terms of this joint venture, Meteoric was entitled to earn 80% of Image's interest in eight projects at Wilthorpe, Ruby Well, Bullfinch, Jarbora Hill, Junction Lake and Ularring in WA and at Warrego North and Murchison Range in the NT by spending \$1 million within two years of listing. Meteoric was also entitled to elect to earn 100% of Image's interest by expenditure of a further \$1 million within an additional two years with Image to retain a 1% gross royalty interest. Image held a 100% interest in the tenements with the exception of Wilthorpe (90%), Bullfinch (90%) and Ruby Well (60%). In March 2005 Meteoric advised that it had earned 80% of Image's interest in the tenements and formally elected to earn the remaining 20% of Image's interest.

During the year, Meteoric entered into a joint venture with Giants Reef Mining on the 400 sq km Barkly project in the south-eastern part of the Tennant Creek field in the NT. Under the terms of the venture Meteoric may earn a 50% interest in the tenements by expenditure of \$300,000 within three years. Giants Reef may elect to contribute at the 51%/49% level but if it does not make this election Meteoric may elect to earn a further 19% interest by expenditure of \$200,000 within a further two years. Giants Reef retains the right to toll treat, on normal commercial terms at its Warrego plant, any mineable deposits containing less than 100,000oz of gold identified by Meteoric up to a maximum of 200,000ozs of contained gold.

Wilthorpe

This 11 sq km project, situated 25km south of the 1Moz Fortnum gold deposit, includes the Harrods prospect and the recently discovered Cartier prospect some 2km to the south. Both prospects contain ENE-trending vein sets within a generally N-striking corridor hosted by Proterozoic metasediments. Aircore and RC drilling on E-W sections outlined a zone of sheeted quartz veins within a 300m x 100m area centred on shallow drilling by previous explorers. The drilling demonstrated the presence of numerous narrow quartz veins, some with significant gold grades. Better intercepts include:

Hole No		Collar Coordinates	From	To	Interval	Gold Grade
	N	E	m	m	m	g/t Au
WDRBAC 54	4380	6515	79	85	6	7.2
WDRBAC 56	4380	6565	77	86	9	8.3
		Including	78	80	$\overline{2}$	30.1
WDRBAC 58	4331	6442	53	58	5	14.1
WDRBAC 59	4239	6430	44	46	$\overline{2}$	7.8
WDRBAC 61	4289	6510	91	93	$\overline{2}$	8.3
WDRC 1	4382	6533	87	88	1	6.3
WDRC 3	4381	6451	71	77	6	6.6
WDRC 4	4332	6541	57	60	3	4.8
WDRC 5	4332	6474	51	59	8	5.0
			62	70	8	3.5
WDRC 7	4289	6490	86	89	3	4.2
WDRC 10	4333	6500	32	33	1	12.7
WDRC11	4332	6541	35	38	3	11.0
WDRC12	4384	6605	57	61	4	3.6
			114	116	$\overline{2}$	16.6
WDRC 14	4238	6523	60	62	$\overline{2}$	9.7
WDRC 15	4238	6653	38	42	$\overline{4}$	4.4
WDRC18	4289	6571	73	78	$\overline{5}$	4.3
WDRC 19	4289	6612	112	113	1	9.3
			124	126	$\overline{2}$	5.6
WDRC 24	4238	6604	107	108	1	7.3

Harrods Aircore and RC Drilling Intercepts

WDRBAC 52-61; aircore drilling, dip -60°, azimuth 270° WDRC1-24; RC drilling, dip -60°, azimuth 270°

WILTHORPE PROJECT - HARRODS PROSPECT SECTION 7174332mN

WILTHORPE PROJECT - HARRODS PROSPECT SECTION 7174380mN

These encouraging results prompted a programme of diamond drilling which demonstrated an ENE strike orientation to the veins and resulted in a decision to change the drilling direction to an N-S direction.

Three N-S RC and diamond drill sections were completed in the central Harrods area, intersecting the veins closer to right angles to strike. Significant intersections include:

Hole No		Collar Coordinates	From	To	Interval	Gold Grade
	N	E	m	m	m	g/t Au
WDRCD $26*$	4334	6520	64	67	3	4.6
WDRCD 27	4333	6460	45	48	$\overline{2}$	16.3
			122	124	$\overline{2}$	7.8
WDRCD 28	4388	6554	86	91	5	11.2
		Including	87	88	1	30.8
WDRCD 32	4307	6506	23	28	5	3.6
			78	81	3	4.2
WDRCD 34	4428	6554	36	42	6	4.2
WDRCD 35	4472	6545	51	55	4	10.9
		including	52	53	1	38.1
WDRCD 37	4235	6506	65	68	3	2.2
WDRCD 38	4275	6506	36	37	1	3.2
			67	68	Ĩ.	3.1
WDRCD 39	4315	6505	93	94	1	16.8
WDRCD 41	4435	6502	97	100	3	5.9
			136	138	$\overline{2}$	4.0
WDRCD 45	4400	6609	8	$10^{\circ}$	$\overline{2}$	3.0
WDRCD 46	4480	6608	95	96	1	5.2

Harrods Diamond Core and RC Drilling Intercepts

WDRCD; RC/diamond drilling

WDRC; RC drilling

1m samples, uncut, dip -60°, azimuth 180° unless otherwise shown

$*$ dip -60 $^{\circ}$ , azimuth 270 $^{\circ}$

Samples analysed using aqua regia digest, solvent extraction and flame atomic absorption spectrometry.

WILTHORPE PROJECT - HARRODS PROSPECT SECTION 636500mE

WILTHORPE PROJECT - HARRODS PROSPECT SECTION 636550mE

WILTHORPE PROJECT - HARRODS PROSPECT SECTION 636600mE

In addition to the 50 $m \times 40m$ spaced drilling at Harrods Central, programmes of shallow geochemical drilling were carried out to the north and south to determine the extent of the mineralisation. The drilling succeeded in identifying significant extensions to the weathered bedrock geochemical anomaly, indicating that the mineralisation occurs within a broad N-S corridor some 2,400m in length and up to 500m in width. Wide-spaced (200m x 50m) RAB drilling of the 700m-long area south of Harrods Central intersected numerous gold-anomalous quartz stringers with significant intersections summarised as follows:

Hole No		Collar Coordinates	From	To	Interval	Gold Grade
	N	F	m	m	m	g/t Au
WDRB115	4433	6352	10	12	$\overline{2}$	5.7
			22	23		1.8
WDRB130	3887	6563	5	6		2.4
WDRB134	3987	6561	12	14	n.	1.6
			18	30	12	1.3
WDRB136	4037	6560	12	15	3	2.5
WDRB145	3641	6768		11	4	3.0
WDRB180	3645	6968	40	44	4	3.6
WDRB199	3420	6972	30	32	n	4.1

Harrods South RAB Drilling Intercepts

1m samples, uncut Dip-60°, azimuth 180°

Further RAB drilling programmes are proposed to test the extent and continuity of these recently identified mineralised extensions to the north and south of the central zone. In addition, more RC drilling is planned at Harrods Central to confirm the geometry and continuity of the mineralisation.

Harrods Gold Zone - Geochemistry with RC & RAB Drilling

Harrods Gold Zone - Geochemistry & In-fill RAB Drilling

Bullfinch

The Bullfinch project covers the eastern margin of the Bullfinch greenstone belt 30km northwest of Southern Cross adjacent to the 1.4Moz Copperhead gold mine. Several areas of old gold workings occur within granitic rocks inside the project area, most of which have not been subject to modern exploration. These prospects include Golden Frog, Rutherfords, Withers Find and Bottom, together with an optioned property at Reynolds Find. Geochemical sampling by previous explorers identified anomalous gold values southwest of Withers Find and subsequent sampling defined an 800m-long gold anomaly, termed Withers South, which was partially tested by a single RAB drilling traverse (best intercept 3m at $0.4g/t$ Au from 37m) however the central part of the anomaly remained undrilled.

During the year Meteoric carried out scout RAB drilling to assess the potential of Golden Frog, Rutherfords, Withers Find, Bottom and Withers South. The drilling identified anomalous gold in six holes at the Withers South anomaly (best result 12m at 1.2g/t Au from 40m) and three mineralised intersections over 150m strike length at Rutherfords (3m at $2.1g/t$ Au from 35m, 4m at $1.1g/t$ Au from 22m and 4m at $1.2g/t$ Au from 36m).

Follow up RC programmes were then carried out at Withers South and Rutherfords, together with drilling down dip of previous RC drill intercepts at Reynolds Find. Significant results from this drilling include:

Hole No			Collar Coordinates		Tо	Interval	Gold Grade
Prospect		N	E	m	m	m	g/t
Reynolds Find	BRC-4	79011	11169	-61	66	5	3.5
Reynolds Find	BRC-7	79036	11053	51	52		4.2
Reynolds Find	BRC-8	79044	11013	49	53	4	2.1
Withers South	BRC-11*	74485	9289	81	83	2	11.7
			including	81	82		22.1
Rutherfords	BRC-18+	69625	11864	74	78	4	1.9
Rutherfords	BRC-19+	69630	11714	69	77	8	3.9
			including	-69	71	2	9.0
			including	75	77	$\mathbf{2}$	6.2

1m samples, uncut. Azimuth 0.12° dip -60° unless otherwise shown

* Azimuth 210°dip -55°

Azimuth 360° dip -60°

Samples analysed using aqua regia digest, solvent extraction and flame atomic absorption spectrometry

The RC drilling at Reynolds Find intersected mineralisation in three out of eight holes over a 240m strike length. At Withers South high grade mineralisation (2m at 11.7g/t Au from 81m) was intersected in quartz veining in an altered granite gneiss below transported cover. This mineralisation, which is open along strike, occurs within a broad geochemical anomaly at least 600m in length with gold values up to 64ppb Au. Two drill holes at Rutherfords intersected mineralised quartz veining in chloritic, altered granite down dip from previous shallow RAB intercepts. The two RC holes are 150m apart on east-west trending gold diggings with the mineralisation open along strike and down dip. Further drilling is planned to test the extent and grade of mineralisation at Reynolds Find, Withers South and Rutherfords.

Jarbora Hill

Meteoric has completed a programme of RAB drilling and aircore drilling at Jarbora Hill in the Tallering greenstone belt of WA's Murchison region. The project is situated 20km along strike from Giralia Resources' Snake Well project where a gold resource has recently been announced.

Previous exploration identified three gold anomalies grouped within a $1.5km \times 1km$ area within the greenstone sequence and associated with a complex fold structure. Wide-spaced follow-up RAB drilling has previously recorded a best intercept of 1m at 4.2g/t Au from 35m at the end of a drill hole.

The recent drilling intersected a variably altered and quartz veined sequence of mafic and ultramafic rocks overlain by a blanket of laterite up to 10m in thickness. The drilling identified anomalous gold values within the laterite in a NW-trending zone, toward the Emu Well prospect, potentially in excess of 1km in length with a best intercept of $4m$ at $1.3g/t$ Au from $4m$ . Other significant intercepts are summarised in the table below:

Hole No	Collar Coordinates		From	T ₀	Interval	Gold Grade
	N	E	m	m	m	g/t
IHRB 42	9440	9426	42	46	4	0.9
IHRB ₅₀	9040	6700	4	16	12	0.8
		including	4	8		1.3
IHRB 50A	9030	6700	4	8	4	1.3
IHRB 50B	9035	6700	4	8		$1.0\,$
IHRB 51	9080	6700	4	8	4	0.6
			20	24	4	0.4
IHRB ₆₂	9985	7180	44	56	12	0.5

Jarbora Hill Drilling Results

Aircore drilling (except JHRB 62; RAB) 4m composite samples, aqua regia digest, analysed by graphite furnace atomic absorption spectrometry. All holes drilled on azimuth 360° at -60° (except IHRB 50B azimuth 180° at - $60^{\circ}$

Anomalous bedrock intercepts at Emu Well include 4m at 0.9g/t Au from 42m and 4m at 0.4g/t Au from 20m. In addition anomalous gold in bedrock was intersected at the Fenceline prospect (12m at 0.5g/t Au from $44m$ ).

A shallow geochemical drilling programme was carried out to follow up the anomalous gold in laterite. The drilling defined four anomalous gold zones in laterite (plus $0.1g/t$ Au, maximum value $2.07g/t$ Au) at Emu Well over a cumulative strike length of 700m. It is apparent that much of the laterite anomalies at Emu Well have not been tested and a RAB drilling programme to test these targets is being planned.

Barkly

The Barkly JV with Giants Reef Mining covers the southeast extension of the Tennant Creek mineral field which has a production history of 5Moz of gold and 16M tonnes of copper in high grade ironstone-related deposits. The joint venture tenements cover the Perserverence workings where previous drilling showed a best result of 3m at 43.2g/t Au from 72m. This high grade mineralisation is associated with a series of outcropping hematite and magnetite ironstone. The old workings are covered by a Central Land Council exclusion zone. Just east of the exclusion zone the shallow Bluebird workings have recorded historical production of 172t @ 9.3g/t Au.

The ironstones form part of the Golden Mile line of historical workings that strike over a length of 4.5km outside of the project area. Magnetic surveys indicate that this trend extends into the project area through the Perseverance-Bluebird workings. Geophysical surveys can play an important part in identifying ironstones with mineralisation potential, magnetic surveys can detect the magnetite-rich ironstones and gravity surveys can detect the less magnetic hematite-rich ironstones. A detailed gravity survey was carried out over 2km x 6km corridor encompassing the Perseverance-Bluebird gold workings. A total of 12 targets were outlined for RAB drilling to be carried out in the second half of calendar 2005.

In addition, detailed ground magnetic and gravity surveys were carried out at the Flag prospect in the southwest corner of the Barkly project. The surveys identified a coincident magnetic and gravity feature some 600m in length situated about 15km along strike from the Golden Kangaroo and Black Snake prospects where Giants Reef recently announced high grade gold intersections. Drilling to test this target is being planned.

Warrego North

This project is comprised of several exploration licences situated immediately north of the largest mine in the Tennant Creek mineral field, the Warrego mine, which produced 1.3Moz of gold and 91,500t of copper. Warrego had overall recovered grades of approximately 8g/t Au and 2% Cu and was characterised by high grade gold zones averaging 20g/t.

During the year Meteoric carried out extensive ground magnetic and gravity surveys over selected areas of the project. An important target is the Parakeet prospect where previous shallow drilling intersected anomalous gold and copper values in hematitic sediments (best intercept 3m at 1.1% Cu and 0.13g/t Au from 105m). Parakeet is interpreted to lie on the northwest-trending Navigator Fault which trends through the Warrego mine. The Parakeet anomaly is a pronounced geophysical feature associated with poorly outcropping ironstones, a well defined 1km-diameter magnetic anomaly and a distinct gravity anomaly situated on a gravity ridge which is open to the east and at least 3.5km in length.

Following the geophysical surveys a programme of RC drilling was carried out at Parakeet and the nearby Bustard prospect in the western part of the project and at magnetic and/or gravity targets in the eastern part. Seven of the eight holes drilled at Parakeet-Bustard intersected anomalous copper values, some with anomalous gold. The anomalous copper values range from 0.2% to 0.5% over intersected thickness of 2m to 14m (best intercepts 4m at 0.3% Cu from 219m, 2m at 0.2% Cu, 0.2g/t Au and 0.3% Bi from 198m and 14m at 0.3% Cu from 145m, including 5m at 0.5% Cu from 154m). The anomalous intersections are hosted within chlorite-hematite and/or magnetite-altered siltstones interpreted to be the sediments which host the Warrego orebodies.

Of the 11 holes drilled on the east side of the project one hole intersected anomalous copper and bismuth values (1m at 0.2% Cu and 0.2% Bi from 193m) at the Cuddihy prospect which is a distinct coincident magnetic and gravity anomaly situated about 9km north of the Warrego mine. The Cu-Bi anomalism is associated with sulphidic, altered sediment.

Following these generally encouraging results in this under-explored area close to a significant copper-gold mine, Meteoric plans to carry out further geophysical surveys and drilling at the Parakeet prospect.

Your directors present their report on the Company for the year ended 30 June 2005.

DIRECTORS

The following persons were directors of Meteoric Resources NL ("Meteoric") during the whole of the year (unless otherwise stated) and up to the date of this report are:

Peter Thomas Roger Thomson George Sakalidis

PRINCIPAL ACTIVITIES

The principal activities of the Company during the year were the exploration of mineral tenements in Western Australia and Northern Territory.

RESULTS FROM OPERATIONS

During the year the Company recorded an operating loss of \$2,046,505 (2004: \$39,061). This includes the financial impact of write-offs totalling \$1,900,401 in order to comply with the transition to Australian Equivalents to International Financial Reporting Standards ("AIFRS") as from the beginning of this financial reporting period.

DIVIDENDS

No amounts have been paid or declared by way of dividend by the Company since the end of the previous financial year and the Directors do not recommend the payment of any dividend.

REVIEW OF OPERATIONS

A review of operations is covered elsewhere in this Annual Report.

EARNINGS PER SHARE

Basic Loss per share for the financial period was 5.0179 cents (2004: Not applicable as the company was in the process of issuing shares pursuant to an IPO). Diluted Loss per share is not significantly different from Basic Loss per Share. The quantum of this result has been significantly increased by the adoption of AIFRS as from the beginning of this financial reporting period.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Any significant changes in the state of affairs of the Company during the financial period are set out below:

The Company entered into a Joint Venture Agreement and a Royalty Deed with Image Resources NL prior to 30 June 2004 whereby Meteoric acquired the right to acquire interests in various tenements by exploring and developing those tenements. Meteoric, with Image's assistance, arranged a successful IPO and was admitted to the ASX on 16 July 2004.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD

No material matters have occurred subsequent to the end of the financial year which require reporting on other than the matters as reported to ASX.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the Company.

ENVIRONMENTAL ISSUES

The Company carries out operations in Western Australian and the Northern Territory which are subject to environmental regulations under both Commonwealth and State legislation in relation to its exploration activities.

The Company has formal procedures in place to ensure regulations are adhered to. During or since the financial period there have been no known significant breaches of these regulations.

INFORMATION ON DIRECTORS AND COMPANY SECRETARY

Peter Thomas

Chairman

Mr Thomas is a practising Solicitor with more than twenty-five years national and international experience in the resource sector (both oil and minerals) specialising in the provision of general contractual and corporate advice to both miners and explorers. He has been responsible for the structuring, restructuring and reconstruction of a number of companies and has been a director of a number of listed companies. He is also chairman of Image Resources NL, Sandfire Resources NL and the Anthem Software group of companies. He was a director of Magnetic Minerals Limited until it was taken over by Ticor.

Mr Thomas has an interest in 18,000 ordinary fully paid shares and 27,000 contributing shares, all of which are subject to escrow provisions. He also holds, through an associated entity, an interest in 304,000 fully paid ordinary shares and 6,000 contributing shares. Of these, 154,000 ordinary shares and all of the contributing shares are subject to escrow provisions.

Roger Thomson

Managing Director

Mr Thomson is a geologist with more than thirty years experience in mineral exploration, mining geology and management in Australia, Africa, South America and SE Asia. Mr Thomson has held the positions of General Manager Exploration with Delta Gold Ltd and Sons of Gwalia Ltd and has been responsible for, or closely associated with, making economic discoveries of gold and tantalum in Australia. He successfully managed the programme that led to the discovery of the multi-million ounce Sunrise gold deposit, near Laverton in Western Australia. Mr Thomson is an Associate of the Royal School of Mines, a Member of the Australasian Institute of Mining and Metallurgy and a Member of the Society of Economic Geologists. He is a director of Image Resources NL and unlisted Mariana Resources NL.

Mr Thomson has an interest in 15,000 ordinary fully paid shares and 22,500 contributing shares, all of which are subject to escrow provisions. He also holds, through an associated entity, an interest in 300,000 fully paid ordinary shares and 2,000 contributing shares. Of these, 150,000 ordinary shares and all of the contributing shares are subject to escrow provisions.

George Sakalidis

Exploration Director

Mr Sakalidis is an exploration geophysicist with over 20 years industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. He was involved in the compilation of what the Board believes to be one of the largest aeromagnetic databases held by any Australian junior explorer, which is now held by Image. Using this database, Mr Sakalidis has been involved in a number of significant mineral discoveries, including the Three Rivers and Rose gold deposits in Western Australia and the tenement applications over the Silver Swan nickel deposit. He was also instrumental in the design of the magnetic surveys and exploration drilling program that led to the discovery of the large mineral sands resources at Magnetic Minerals Limited's Dongara Project. Mr Sakalidis was a founding director of Magnetic Minerals Limited and was previously a director of North Star Resources NL. He is also a director of Image Resources NL.

Mr Sakalidis has an interest in 1,615,162 ordinary fully paid shares and 2,947,486 contributing shares. Of these, 706,657 ordinary shares and all of the contributing shares are subject to escrow provisions. He also holds, through an associated entity, an interest in 16,000 fully paid ordinary shares and 24,900 contributing shares, all of which are subject to escrow provisions.

Rudolf Tieleman

Company Secretary

Mr Tieleman is a chartered accountant with over 21 years experience in public practice. He is a member of the Institute of Chartered Accountants in Australia and has extensive knowledge in matters relating to the operation of business in Australia.

AUDIT COMMITTEE

At the date of this report the Company does not have a separately constituted Audit Committee as all matters normally considered by an audit committee will be dealt with by the full board.

MEETINGS OF DIRECTORS

During the financial period ended 30 June 2005, there were 7 meetings of directors. All meetings were attended by all the directors.

DIRECTORS AND EXECUTIVES REMUNERATION REPORT

The Company's policy for determining the nature and amount of emoluments of board members and senior executives (if any) of the Company is as follows:

The remuneration structure for executive officers, including executive directors, seeks to emphasise payments for results through providing various reward schemes, for example the incorporation of Sharebased Incentive Schemes. The objective of the reward schemes is to both reinforce the short and long term goals of the Company and to provide a common interest between management and shareholders.

$(a)$ The names of directors who have held office during the financial year are -

Peter Thomas Roger Thomson George Sakalidis

$(b)$ Retirement and Superannuation Payments -

Prescribed benefits were provided by the Company to all executive directors by way of superannuation contributions to complying superannuation funds during the year. These benefits were paid in accordance with the statutory superannuation contribution guarantee requirements.

$(c)$ Non-executive directors -

Fees and payments to the only non-executive director, the Chairman, reflects the demands made on him and his responsibilities. His directors' fees are reviewed annually by the Board and fees are determined independently to the fees of executive directors and are based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors may receive share-based payments which are required to be approved by shareholders in general meeting.

$(d)$ Directors fees -

The current base remuneration is effective from 16 July 2004.

$(e)$ Retirement allowances for directors -

The company does not have a policy for the payment of retirement allowances for non-executive directors.

$(f)$ Executive pay -

The executive pay and reward framework has three components:

Base pay;

Share-based incentives;

Other remuneration such as superannuation.

The combination of these comprise the executives' total remuneration.

Base Pay -

Structured as a total employment cost package which may be delivered as a mix of cash and prescribed non-financial benefits at the executive's discretion.

The executives have been offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for the senior executives is reviewed annually. At the expiry of the term of employment, the executives' base pays are reviewed to remain competitive with the market.

There are no guaranteed base pay increases fixed in the senior executives' contracts.

The emoluments of each Director and each executive officer for the financial period are as follows:

Executive and Position	Primary		Post Employment	Total
	Salary & fees	Billed by and paid to Image Resources NL (1)	Superannuation
Peter Thomas Non-Executive Chairman	\$30,000		\$2,700	\$32,700
Roger Thomson Executive Managing Director	\$30,000	\$93,238	\$2,700	\$125,938
George Sakalidis Executive Director	\$30,000	\$85,513	\$2,700	\$118,213
Rudolf Tieleman Company Secretary	\$21,045		٠	\$21,045
Total	\$111,045	\$178,751	\$8,100	\$297,896

Note $(1)$

RM Thomson and G Sakalidis performed services for the Company which were billed by and paid to Image Resources NL in accordance with a signed Administration Services Agreement.

Employment agreements -

Remuneration and other terms of employment have been agreed with RM Thomson and G Sakalidis. These are effective as from 1 July 2005 and major provisions of the agreement relating to remuneration are set out as follows:

	Term of agreements	Base remuneration	Review periods	Increase
RM Thomson	3 years from	\$109.69 per hour	Annually on 1
	1 July 2005		July	Discretionary
G Sakalidis	3 years from	\$100.92 per hour	Annually on 1	by Board
	1 July 2005-		Iulv

EMPLOYEES

The Company had no employees at 30 June 2005 (2004: None). Services being provided by RM Thomson and G Sakalidis were being charged back from Image Resources NL in accordance with an Administration Services Agreement entered into June 2004.

CORPORATE STRUCTURE

Meteoric Resources NL is a no liability company limited by shares and is incorporated and domiciled in Australia.

DIRECTORS' REPORT

INDEMNIFICATION & INSURANCE OF DIRECTORS AND OFFICERS

The Company has entered into agreements indemnifying, to the extent permitted by law, all the directors and officers of the Company against all losses or liabilities incurred by each director and officer in their capacity as directors and officers of the Company.

OPTIONS

As at the date of this report there were no options issued by the Company.

RM THOMSON Managing Director Perth 30 September 2005

Auditor's Independence Declaration to the Directors of Meteoric Resources NL

In relation to the audit of the financial report of Meteoric Resources NL for the year ended 30 June 2005, I declare that to the best of my knowledge and belief, there have been no contraventions of:

$(i)$ the auditor independence requirements of the Corporations Act 2001 in relation to the review; or
$(ii)$ any applicable code of professional conduct in relation to the review.

Yours sincerely

K.C. Somes

SOMES and COOKE Chartered Accountants

GOOD GOVERNANCE AND PRACTICE RULES

The Australian Stock Exchange Corporate Governance Council has determined a total of ten Governance and Good Practice Rules which must be listed and an explanation provided on whether the Company complies with the rule, or a reason why it does not.

PRINCIPAL	COMPLIANCE OR DETAILS OF PLANNING
PRINCIPAL 1: Lay solid foundations for management and oversight
Formalise and disclose the functions reserved to the Board and those 1.1 delegated to management	A committee has been established to document for Board prepare consideration.
PRINCIPAL 2: Structure the Board to add value
A majority of the Board should be independent directors 2.1	Not complied with for economic reasons.
$2.2\,$ The Chairperson should be an independent director	Complied with.
The roles of Chairperson and Chief Executive Officer should not be 2.3 exercised by the same individual	Complied with.
The Board should establish a nomination committee 2.4	Board fulfils The the role οf Nomination Committee.
PRINCIPAL 3: Promote ethical and responsible decision-making
Establish a code of conduct to guide the directors, the Chief Executive 3.1 Officer (or equivalent), the Chief Financial Officer (or equivalent) and any other key executives as to: 3.1.1 The practices necessary to maintain confidence in the Company's integrity; 3.1.2 The responsibility and accountability of individuals for reporting or investigating reports of unethical practices. Disclose the policy concerning trading in Company securities by 3.2	Not complied with. The law embodies sufficient codes of conduct for a company of this size. A strict policy has been adopted and
directors, officers and employees.	signed by each director.
PRINCIPAL 4: Safeguard integrity in financial reporting
Require the Chief Executive Officer (or equivalent) to state in writing to 4.1 the Board that the Company's financial reports present a true and fair view, in all material respects, of the Company's financial condition and operational results and are in accordance with relevant accounting standards.	Completed by Managing Director in conjunction with company secretary and auditor.
The Board should establish an audit committee. 4.2	The role of Audit Committee has been assumed by the full Board.
Structure the audit committee so that it consists of: 4.3 Only non-executive directors A majority of independent directors An independent chairperson who is not the chairperson of the Board At least three members	Not complied with - see 4.2 above.
The audit committee should have a formal operating charter. 4.4	Not complied with - see 4.2 above.

CORPORATE GOVERNANCE STATEMENT

	PRINCIPAL 5: Make timely and balanced disclosure
5.1	Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.	No written policy as such, other than in relation to 3.2 above. Minutes of Board meetings frequently address compliance issues. Both the Chairman and the company secretary have detailed knowledge of and long working backgrounds in application of those rules. The executive directors have a good general grasp of these rules and consult the Chairman and company secretary as required. Every member of the Board and company secretary is fully familiar with requirements of continuous disclosure rules standards and expected of them in relation to trading in company securities.
	PRINCIPAL 6: Respect the rights of shareholders
6.1	Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.	Fully designed and disclosed by directors' conduct.
6.2	Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the audit and the preparation and contents of the auditor's report.	Complied with.
	PRINCIPAL 7: Recognise and manage risk.
7.1	The Board or appropriate board committee should establish policies on risk oversight and management.	Complied ith.
7.2 7.2.1 7.2.2	The Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) should state to the Board in writing that: The statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. The Company's risk management and internal compliance and control system is operating efficiently and effectively in all material aspects.	Complied above) with.
	PRINCIPAL 8: Encourage enhanced performance.
8.1	Disclose the process for performance evaluation of the Board, its' committees and individual directors and key executives.	Complied with.
	PRINCIPAL 9: Remunerate fairly and responsibly.
9.1	Provide disclosure in relation to the Company's remuneration policies to enable investors to understand the cost and benefits of these policies and the link between remuneration paid to directors and key executives and corporate performance.	Complied with.
9.2	The Board should establish a remuneration committee.	Complied with.
9.3	Clearly distinguish the structure of non-executive directors' remuneration from that of executive directors.	Complied with.
9.4	Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.	Complied with.
	PRINCIPAL 10: Recognise the legitimate interest of stakeholders.
10.1	Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.	See 3.1 and 5.1 above.

CORPORATE GOVERNANCE STATEMENT

General:

The Board of Directors of Meteoric Resources NL is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The substance of the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures (which in unabridged form may be accessed from the ASX website) as adopted with variations by the Company, are set out below and have been applied for the entire financial year ended 30 June 2005. Where there has been any variation from the recommendations it is because the Board believes that the Company is not as yet of a size, nor are its financial affairs of such complexity to justify some of those recommendations and as such those practices continue to be the subject of the scrutiny of the full Board.

Board Composition:

The Board is comprised of three Directors, of which the Managing Director and Exploration Director are the Executive Directors.

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the annual report, his attendance at meetings and his term of office are detailed in the Directors' Report. Due to the size of the Company, only the Chairman is an independent Director. This situation will be monitored and changes made as the Board sees fit. The names of the Directors of the Company in office at the date of this statement are:

Name	Position	Committees
Peter Sisely Thomas	Non Executive Chairman	None
Roger Michael Thomson	Managing Director	None
George Sakalidis	Exploration Director	None

When determining whether a Director is independent, the Board has determined that the Director must not be an executive and:

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly $\bullet$ with, a substantial shareholder of the Company;
within the last three last years has not been employed in an executive capacity by the Company or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal or employee of a material professional adviser or a material consultant to the Company or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or an officer of or otherwise associated $\bullet$ directly or indirectly with a significant supplier or customer;
has no material contractual relationship with the Company other than as a Director of the Company;
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Company.

Directors have the right to seek independent professional advice in the furtherance of their duties as Directors, at the Company's expense, subject to those expenses being reasonable or incurred with the chairman's approval, such approval not to be unreasonably withheld.

The Board and Board Nominations:

The Company does not operate a nomination committee. As such, the full Board (subject to members' voting rights in general meeting) is responsible for selection of new members and has regard to a candidate's experience and competence.

Under the Company's Constitution:

the maximum number of Directors on the Board is ten;
a Director (other than the Managing Director) may not retain office for more than three years without submitting for re-election; and
at the Annual General Meeting each year effectively one third of the Directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders.

Securities Trading Policy:

The Company has adopted a formal securities trading policy whereby Directors and employees are restricted from acting on material information until it has been released to the market in accordance with the ASX requirements of continuous disclosure and the market has had sufficient time to absorb that information.

Directors' Remuneration and Policies:

The Company forms a remuneration committee comprising members of the Board who do not have a personal interest in the remuneration and policies being discussed. Due to the number of directors on the Board at this time, any decision is therefore required to be unanimous.

All compensation arrangements for Directors including the Managing Director are determined by disinterested Directors after taking into account the current competitive rates prevailing in the market.

The amount of remuneration for all Directors including the full remuneration packages, comprising all monetary and non-monetary components of the Executive and Non Executive Directors, are detailed in the Directors' Report.

Executives receive base salary, superannuation and in some cases, fringe benefits and share-based incentives. These packages are reviewed on an ongoing basis.

All remuneration paid to present or future executives is accounted for in accordance with the law.

The Board expects that the remuneration structure that is implemented will result in the Company being able to attract and retain the best executives to manage the Company. It will also provide the executives with the necessary incentives to work to grow long-term shareholder value.

The Board can exercise its discretion in relation to approving incentives, bonuses and options.

There are no schemes for retirement benefits other than statutory superannuation for any of the Directors.

External auditors:

The auditors of the Company have open access to the Board of Directors at all times. Somes & Cooke have audited the Company for the last three years. Somes & Cooke attend the Company's annual general meeting.

CORPORATE GOVERNANCE STATEMENT

Audit committee:

The Company does not operate an audit committee separate from the Board, however, there is a recognition that a separate committee may be required in the future in order to comply with good Corporate Governance.

Managing risks:

The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.

Regular controls established by the Board include:

detailed monthly financial reporting;
delegation of authority to the Managing Director to ensure approval of expenditure obligations within the constraints of an approved budget;
implementation of operating plans, cash flows and budgets by management and Board monitoring of progress against projections; and
procedures to allow Directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants.

The Board recognises the need to identify areas of significant business risk and to develop and implement strategies to mitigate these risks.

Commitment to stakeholders & ethical standards:

The Board supports high standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and objectivity in relation to:

compliance with laws and regulations affecting the Company's operations;
the ASX's Corporate Governance;
employment practices;
responsibilities to:
the community;
the individual: $\bullet$
the environment:
conflict of interests:
confidentiality;
٠ ensuring that shareholders and the financial community are at all times fully informed in accordance with the spirit and letter of the ASX's continuous disclosure requirements;
protection of and proper use of the Company's assets.

Monitoring of the Board's Performance and Communication to Shareholders:

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is regularly reviewed by the Chairman. The Company does not have an evaluation of the Board or Board members performed by an independent consultant.

The Board of Directors aims to ensure that shareholders are informed of information necessary to assess the performance of the Company. Information is communicated to the shareholders, subject to the exceptions to the requirements for continuous disclosure permitted by law, through:

the Quarterly Reports; ٠
the Half-Yearly Report; ٠
the Annual Report; $\ddot{\bullet}$
adherence to continuous disclosure requirements;
the Annual General Meeting and other meetings so called to obtain shareholder approval for Board $\bullet$

CORPORATE GOVERNANCE STATEMENT

action as appropriate; and

the provision of the Company's website containing all of the above mentioned reports and its constant $\bullet$ update and maintenance.

STATEMENT OF FINANCIAL PERFORMANCE For the Year Ended 30 June 2005

	Notes	2005 (5)	2004 (5)
Revenue from ordinary activities	$\overline{2}$	213,344	11,843
Revenue/(loss) from non-ordinary activities
Borrowing expenses
Depreciation expense	2	(1,562)	(70)
Exploration expenses written-off	2	(1,900,401)
Other expenses from ordinary activities	$\overline{2}$	(357, 886)	(50, 834)
Loss from ordinary activities before related income tax expense		2,046,505	39,061
Income tax expense	3
Loss from ordinary activities after related income tax expense		2,046,505	39,061
Net loss attributable to members of Meteoric Resources NL		2,046,505	39,061
Basic loss per share (cents per share)	6	(5.02)
Diluted loss per share (cents per share)	6	(5.02)

The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION As at 30 June 2005

	Notes	2005 $($ \$)	2004 $($ \$
Current Assets
Cash Assets	7	3,145,016	4,637,371
Receivables	8	31,010	40,912
Prepayments	9	4,710
		3,180,736	4,678,283
Non-Current Assets
Plant and equipment	11	3,966	5,528
Mineral interests	12		254,640
Other financial assets	10	71,000
		74,966	260,168
TOTAL ASSETS		3,255,702	4,938,451
Current Liabilities
Payables	13	214,618	482,346
NET ASSETS		3,041,084	4,456,105
Equity
Contributed equity	14	5,126,650	4,495,166
Accumulated losses		(2,085,566)	(39,061)
TOTAL EQUITY		3,041,084	4,456,105

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS For the Year Ended 30 June 2005

	Notes	2005 (5)	2004 (5)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipt from customers		196,543	42,067
Cash payments to suppliers and contractors		(600, 529)	(133, 814)
Interest received		213,344	11,843
Net cash (used in) operating activities	15	(190, 642)	(79, 904)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment			(5,598)
Payments for exploration and evaluation		(1,406,101)	(54, 640)
Purchase of new prospects		(24, 121)	(200,000)
Advance/(Repayment) of loan		(431, 974)	482,347
Purchase of investments		(71,000)
Net cash (used in) / provided by investing activities		(1,933,196)	222,109
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new issues of shares		949,136	4,627,662
Share issue expenses		(317, 653)	(132, 496)
Net cash provided by financing activities		631,483	4,495,166
Net (decrease) / increase in cash held		(1,492,355)	4,637,371
Cash at the beginning of the financial period		4,637,371
Cash at the end of the financial period	7	3,145,016	4,637,371

The accompanying notes form part of these financial statements.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

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

Where appropriate, figures for the financial year ended 30 June 2004 have been restated to make them comparable with amended classifications adopted for the financial year ended 30 June 2005.

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

(b) Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous year other than changes implemented pursuant to compliance with AIFRS.

(c) Goods and Services Tax (GST)

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

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

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

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

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

(d) Income Tax

The Company adopts the liability method of tax-effect accounting whereby the income tax expense shown in the profit and loss statement is based on the operating profit before income tax 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 operating profit before income tax and taxable income are brought to account as either a provision for deferred income tax or an asset described as 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.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(e) Exploration and Evaluation Expenditure

All exploration and evaluation expenditure is expensed to profit and loss as incurred. The effect of this write-off is to increase the loss incurred from ordinary activities as disclosed in the Statement of Financial Performance by \$1,900,401 and to decrease the carrying values in the Statement of Financial Position to \$Nil.

(f) Acquisition of Assets

The cost method is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of assets given up at the date of acquisition plus costs incidental to the acquisition.

Costs relating to the acquisition of new areas of interest are classified as either exploration and evaluation expenditure or mine properties based on the stage of development reached at the date of acquisition.

$(g)$ Cash

For the purpose of the statement of cash flows, cash includes:

$(i)$ cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
(ii) investments in money market instruments with less than 30 days to maturity.

(h) Revenue

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

(i) Employee Entitlements

Wages and Salaries and Annual Leave - Liabilities for wages and salaries and annual leave are recognized, and are measured as the amount unpaid at the reporting date at current pay rates in respect of employees' services up to that date. There is no liability to Long Service Leave entitlements.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Earnings Per Share

(i) Basic Earnings Per Share Basic earnings per share is determined by dividing the profit from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted Earnings Per Share Diluted EPS is calculated as net profit attributable to members, adjusted for:
costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognized as expenses; and
other discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares.

(k) Non-current Assets

The cost of each item of plant and equipment is written off over its expected economic life, adjusted for any salvage value, if applicable. Estimates of remaining useful lives range between 4 and 5 years.

(l) Recoverable Amount

Non-current assets are not carried at an amount greater than their recoverable amount, and where carrying values exceed this recoverable amount, assets are written down. In determining recoverable amount the expected net cash flows have not been discounted.

(m) Financial Instruments

Financial Assets: Security deposits are recognised at their fair value. Other receivables are carried at nominal amount due less any provision for doubtful debts. An estimate of doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Sundry debtors and other receivables are non-interest bearing and have repayment terms between 30 and 90 days.

Financial Liabilities: Liabilities for trade creditors and other accruals are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. Trade creditors are normally settled on 30 day terms.

(n) Contributed Equity

Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Joint Ventures

Interest in joint venture operations are brought to account by including in the respective classifications, the share of individual assets employed, liabilities and expenses incurred and revenue from the sale of joint venture output. Interest in joint venture operations are brought to account by including assets and liabilities in their respective classifications.

OPERATING LOSS NOTE ₂	2005 $($ \$)	2004 $($ \$)
Operating loss before income tax includes:
Revenue from ordinary activities
Interest received	213,344	11,843
	213,344	11,843
Expenses Depreciation	1,562	70
Exploration costs written-off	1,900,401
Occupancy costs
Filing and ASX Fees	9,108
Corporate and management	180,449	38,049
Other expenses from ordinary activities	168,329	12,785
	357,886	50,834

INCOME TAX NOTE3	2005 (3)	2004 (5)
The amount of income tax provided for in the accounts differs from the amount prima facie payable on the operating loss. The difference is reconciled as follows:
Loss from ordinary activities before income tax	2,046,505	39.061
Prima facie tax benefit attributable to loss from ordinary activities before income tax at 30%	613,951	11,718
Less: Tax effect of Non-allowable items - Other	(291)
Tax losses not brought to account as future income tax benefit	(613, 660)	(11,718)
Income tax attributable to operating loss

Unbooked future income tax benefits

The Company has accumulated tax losses of \$2,049,323.

The potential future income tax benefit of these losses (\$614,797) will only be realised if:

the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from $(i)$ the losses and deductions to be released;
(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and
(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.

NOTE₄ DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS

$(a)$ The names of directors who have held office during the financial year are -

Peter Thomas Roger Thomson George Sakalidis

Retirement and Superannuation Payments - $(b)$

NOTE 4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS (Continued..)

$(c)$ Non-executive directors -

$(d)$ Directors fees -

The current base remuneration is effective from 16 July 2004.

Retirement allowances for directors - $(e)$

The company does not have a policy for the payment of retirement allowances for non-executive directors.

$(f)$ Executive pay -

The executive pay and reward framework has three components:

Base pay;

Incentive shares:

Other remuneration such as superannuation.

The combination of these comprise the executives' total remuneration.

Base Pay -

Structured as a total employment cost package which may be delivered as a mix of cash and prescribed non-financial benefits at the executive's discretion.

The executives have been offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for the senior executives are reviewed at the expiry of the term of employment to ensure the executives' pays are competitive with the market.

There are no guaranteed base pay increases fixed in the senior executives' contracts.

NOTE4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS (Continued..)

The emoluments of each director and each executive officer for the financial period are as follows:

Executive and Position	Primary		Post Employment	Total
	Salary & fees	Billed by and paid to Image Resources NL (1)	Superannuation
Peter Thomas Non-Executive Chairman	\$30,000		\$2,700	\$32,700
Roger Thomson Executive Managing Director	\$30,000	\$93,238	\$2,700	\$125,938
George Sakalidis Executive Director	\$30,000	\$85,513	\$2,700	\$118,213
Rudolf Tieleman Company Secretary	\$21,045			\$21,045
Total	\$111,045	\$178,751	\$8,100	\$297,896

Note $(1)$

RM Thomson and G Sakalidis performed services for the Company which were billed by and paid to Image Resources NL in accordance with a signed Administration Services Agreement.

Employment agreements -

Remuneration and other terms of employment have been agreed with RM Thomson and G Sakalidis. These are effective from 1 July 2005 and major provisions of the agreement relating to remuneration are set out as follows:

	Term of agreements	Base remuneration	Review periods	Increase
RM Thomson	3 years from	\$109.69 per hour	Annually on 1
	1 July 2005		July	Discretionary
G Sakalidis	3 years from	\$100.92 per hour	Annually on 1	by Board
	1 July 2005		Iulv

NOTE4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS (Continued..)

Shareholdings-

The number of shares in the company held during the financial year by each director, including their personally-related entities, are set out below:

Name	Balance at the start	Shares movements	Balance at the end
	of the year		of the year
Peter S Thomas
Ordinary shares	322,000		322,000
Contributing shares	33,000		33,000
Roger M Thomson
Ordinary shares	315,000		315,000
Contributing shares	2,022,500		2,022,500
George Sakalidis
Ordinary shares	798,257	653,505	1,451,762
Contributing shares	2,972,386		2,972,386

Related Party Transactions -

Information on related party transactions are disclosed in Note 21.

NOTE 5	AUDITORS REMUNERATION	2005 (3)	2004 (5)
Company for:	Amounts received or due and receivable by the auditors of the
	Auditing and reviewing the financial report	10,400
		10,400
NOTE 6	EARNINGS PER SHARE	2005 (5)	2004 (5)
	The following reflects the income and share data used in the calculation of basic and diluted earnings per share
Net (loss)		(2,046,505)	(39,061)
Adjustments:
Nil
share	Earnings used in calculating basic and diluted earnings per	(2,046,505)	(39,061)

EARNINGS PER SHARE NOTE 6 (Continued)	2005 (5)	2004 (5)
Weighted average number of ordinary shares used in calculating basic earnings per share	40,784,320	N/A
Effect of dilutive securities:
Contributing shares	AM
Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share	40.784.320	N/A

The Company had 14,711,721 (2004 - 14,844,902) contributing shares on issue at balance date. These shares are considered to be potential ordinary shares. However, they are not considered to be dilutive in nature as their exercise will not result in a diluted earnings per share, which shows an inferior view of the Company's earnings performance compared to the basic earnings per share stated above. The contributing shares have not been included in the determination of diluted earnings per share.

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

NOTE 7 CASH ASSETS	2005 $($ \$)	2004 (5)
Cash at bank	115,106	651,677
Deposits at call	3,029,910	3,985,694
	3,145,016	4,637,371
NOTE 8 CURRENT RECEIVABLES	2005	2004
	(5)	(5)
Other receivables	31,010	40,912
NOTE ₉ OTHER CURRENT ASSETS	2005	2004
Prepayments	(5) 4,710	$(\$)$
NOTE 10 OTHER FINANCIAL ASSETS	2005 (5)	2004 (5)
Non-Current
Securíties in listed corporations - at cost	63,000
Security deposits	8,000
	71,000

Market value of securities

The market value of the listed securities at 30 June 2005 was \$58,900 (2004: \$N/A)

NOTE 11 PLANT AND EQUIPMENT	2005 $(\$)$	2004 (5)
Plant and equipment	5,598	5,598
Less: Accumulated depreciation	(1,632)	(70)
	3,966	5,528
Reconciliations of the carrying amounts of plant and equipment at the beginning and end of the current and previous financial years.
Plant and Equipment
Carrying amount at beginning of year	5,528
Additions		5,598
Disposals
Depreciation expense	(1, 562)	(70)
Total plant and equipment at end of year	3,966	5,528

MINERAL INTERESTS NOTE 12	2005 $(\$)$	2004 (5)
Exploration Expenditure
Areas of interest in exploration and evaluation phases
Opening balance	254,640
Net Expenditure incurred during the year	1,645,761	254,640
Tenements disposed of during the year
Expenditure written off	(1,900,401)
Closing balance		254,640
CURRENT PAYABLES NOTE 13	2005 $\left( \mathbb{S}\right)$	2004 (5)
Trade creditors and accruals	214,618	482,346

NOTE 14 ISSUED CAPITAL	2005 (5)	2004 (5)
Contributed Equity - Ordinary Shares
At the beginning of reporting period 36,126,567
(2004: Nil)	4,495,166
Issue of subscriber share at \$1.00 (2004: 1)		Ŧ
Split of subscriber share (2004: 4,199,999)
1: 10 Bonus issue to shareholders of Image Resources NL
(2004:5,563,263)
Issue of shares to seed capitalists at \$0.10 (2004: 6,450,000)		645,000
Issue of 4,612,500 shares at \$0.20 on IPO
(2004: 19,913,304)	922,500	3,982,661
Issue of 133,181 shares at \$0.20 pursuant to payment for
contributory shares (2004: Nil)	26,636
Share issuance costs	(317, 652)	(132, 496)
Closing balance: 40,872,248 (2004: 36,126,567)	5,126,650	4,495,166
Contributed Equity - Contributing Shares
At the beginning of reporting period (2004: Nil)
3:20 Bonus issue of shareholders of Image Resources NL at \$0.00 with \$0.20 payable (2004: 8,344,902)
Issue to directors, secretary at \$0.00 with \$0.20 payable (2004: 6,500,000)
Converted to 133,181 fully paid ordinary shares upon payment of \$0.20 each (2004: Nil)
Closing balance: 14,711,721 (2004: 14,844,902)
A cost 20 Line 2005, the Common last no continue can use to constant

As at 30 June 2005, the Company had no options over un-issued ordinary shares in the Company;

Terms and condition of contributed equity

Ordinary Fully Paid Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, shares held.

On a show of hands, every holder of fully paid ordinary shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll, each member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share.

Contributing Shares

Contributing shares require a further payment of \$0.20 to become fully paid.

On a show of hands, every holder of contributing shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll, each member present in person or by proxy or by attorney or duly authorised representative shall have a fraction of a vote for each partly paid contributing share held. The fraction must be equivalent to the proportion which any amount paid (not credited) is of the total amounts paid (if any) and payable (excluding amounts credited). Any amounts paid in advance of a call are ignored when calculating these fractional voting rights.

NOTE 15 CASH FLOW INFORMATION	2005 (5)	2004 (5)
Reconciliation of operating loss after income tax with funds used in operating activities
Operating loss after income tax	2,046,505	39,061
Depreciation and amortisation	(1,562)	(70)
Exploration expenditure written off	(1,900,401)
Changes in operating assets and liabilities:
(Increase) / Decrease in receivables	9,902	40,913
(Increase) / Decrease in prepayments	(4,710)
Increase / (Decrease) in payables	40,908
	190.642	79.904

TENEMENT EXPENDITURES AND LEASING COMMITMENTS NOTE₁₆

The Company has entered into certain obligations to perform minimum exploration work on tenements held or joint ventured into. These obligations vary from time to time in accordance with contracts signed. Tenement rentals and mines departments minimum expenditure obligations which may be varied or deferred on application and these expenditures are expected to be met in the normal course of business. The minimum statutory expenditure requirements on the granted tenements for the next twelve months amounts to \$260,140.

NOTE 17 SEGMENTS

The Company operates only in one business, being the exploration for and development of minerals. Geographically, the Company's activities are conducted mainly within Western Australia and the Northern Territory, Exploration expenditure incurred amounted to \$917,837 in respect of Western Australia tenements and \$727,924 in respect of Northern Territory tenements.

NOTE₁₈ JOINT VENTURES

The Company has interests in the following exploration unincorporated joint ventures:

Name of Project	$\frac{0}{\pi}$	Carrying
	Interest	Amount
Image Resources NL	100% with a 1% royalty payable to Image	$\overline{\phantom{a}}$
Giants Reef NL	Earning 51%	$\overline{\phantom{a}}$
		$\overline{\phantom{a}}$

NOTE₁₉ SUPERANNUATION COMMITMENTS

Superannuation contributions are made to at least satisfy the statutory Superannuation Contribution Guarantee Act and in satisfaction of any salary sacrifice requests. All contributions were made to accumulation type funds selected by the employee and accordingly actuarial assessments were not required.

NOTE 20 EVENTS SUBSEQUENT TO REPORTING DATE

No material matters have occurred subsequent to the end of the financial year which require reporting on other than the matters referred to in the directors' report or as reported to ASX.

NOTE 21 RELATED PARTY TRANSACTIONS

Other transactions with directors and director related entities $(a)$

Peter S Thomas provided legal services to the Company during the financial period on terms and conditions which were more favourable to the Company than Thomas otherwise provides to clients generally. He was paid \$5,817 (Net of GST) for legal services not connected with the management of the Company. Total amounts owing to directors or their associated entities at 30 June 2005 was \$39,099 (2004: \$Nil).

Image Resources NL was an associated entity as at balance date. (b)

Image subscribed for one share in Meteoric Resources NL on incorporation. That one share was subdivided into 4,200,000 ordinary shares and subject to escrowed holding restrictions until 16 July 2006. Meteoric has entered into an Administration Services Agreement with Image whereby Image has agreed to provide various administrative services for a two year period at \$5,400 per month commencing 1 July 2004.

Meteoric has also entered into a Joint Venture Agreement with Image whereby Image has agreed to farm out various interests in its tenements. It was agreed that Meteoric pay Image the sum of \$220,000 by way of partial reimbursement of expenses incurred by Image in respect of those tenements. This was paid after the company was listed on the ASX 16 July 2004. During the year, Meteoric exercised its option to acquire $100\%$ of the joint ventured tenements and to pay Image a royalty of 1% as originally included as an option in the joint venture agreement.

NOTE 22 CONTINGENT LIABILITIES

Native Title

The Company has been notified of a number of native title claims impacting its tenements.

The Company is not in a position to assess the likely effect of any native title claim impacting the Company.

The existence of native title and the policy of the West Australian state government in particular represent, as a general proposition, a serious threat to explorers and miners, not only in terms of delaying the grant of tenements and the progression of exploration development and mining operations, but also in terms of costs arising consequent upon dealing with aboriginal interest groups, claims for native title and the like.

NOTE 23 FINANCIAL INSTRUMENTS DISCLOSURE

(a) Interest Rate Risk

The Company's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market rates and the effective weighted average interest rates on classes of financial assets and liability, is as follows:

2005	Floating Interest Rate	Non Interest Bearing	Total
Financial Assets
Cash Assets	3,129,580	15,436	3,145,016
Other Receivables		35,720	35,720
Total Financial Assets	3,129,580	51,156	3,180,736
Weighted Average Interest Rate	5.60%
Financial Liabilities
Payables		214,618	214,618
2004	Floating Interest Rate	Non Interest Bearing	Total
Financial Assets
Cash Assets	4,637,370	1	4,637,371
Other Receivables		40,912	40,912
Total Financial Assets	4,637,370	40,913	4,678,283
Weighted Average Interest Rate	5.25%
Financial Liabilities Payables		482,346	482,346

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the Statement of Financial Position and notes to the financial statements.

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

(c) Net Fair Values

For assets and liabilities, the net fair value approximates their carrying value except for other financial assets as disclosed in Note 10.

No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.

NOTE 24 IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS

Meteoric Resources NL has commenced transitioning its accounting policies and financial reporting from current Australian Standards to Australian equivalents of International Financial Reporting Standards (IFRS). As the Company has a June year-end, attention has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian equivalents of IFRS in the future, and is required when the Company prepares its first fully IFRS compliant financial report for the year ended 30 June 2006. Set out below are the key areas where accounting policies will change and may have an impact on the financial report of the Company. At this stage the Company has not been able to reliably quantify the impacts on the financial report.

Impairment of Assets

Under the AASB 136 Impairment of Assets, the recoverability of an asset is determined as the higher of the net selling price and value in use. This will result in a change in the company's accounting policy, which determines the recoverable amount of an asset on the basis of the discounted cash flows. Under the new policy it is likely that impairment of assets will be recognised sooner and that the amount of write-downs will be greater. Reliable estimation of the future financial effect of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

Income Taxes

Under the AASB 112 Income Taxes, the Company will be required to use a balance sheet liability method, which focuses on the tax effects of transactions and other events that affect amounts recognised in the Statement of Financial Position or a tax-based balance sheet. Reliable estimation of the future financial effect of this change in accounting policy is impracticable at this point in time.

Exploration, Evaluation and Development Costs

The Company's existing policy for accounting for exploration and evaluation activity complies with IFRS requirements under AASB6 Exploration $\mathcal E_F$ Evaluation Expenditure. Therefore no difference is expected to result from the treatment of costs or from impairment testing and the financial effect of this impact has been assessed as nil.

Share Based Payments

Under Australian Standard AASB 2 Share-based Payment, the Company will be required to determine the fair value of contributing shares issued to employees and recognise an expense in the Statement of Financial Performance. For contributing shares on issue on the application of AASB 2, an adjustment for their recognition will be made against opening retained earnings. The Company had 6,500,000 contributing shares that were issued on 3 June 2004.

As a consequence of this standard being applied, a share based payment expense will occur. This value cannot be reliably estimated at this time however once this value is determined, that amount will be recognised in an employee equity-settled benefit reserve and will affect the opening and closing accumulated losses.

DIRECTORS' DECLARATION

The directors of the Company declare that:

the financial statements and notes as set out on pages 30 to 49 are in accordance with the Corporations $\mathbf{1}$ . Act 2001 and:
(a) comply with Accounting Standards and the Corporations Act 2001; and
(b) give a true and fair view of the financial position as at 30 June 2005 and performance for the year ended on that date of the Company.
the Chief Executive Officer and Chief Finance Officer have each declared that: $2.$
(a) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
(b) the financial statements and the notes for the financial year comply with Accounting Standards; and
(c) the financial statements and notes for the financial year give a true and fair view;
in the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay 3. its debts as and when they become due and payable.

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

George Sakalidis DIRECTOR

PERTH Dated this 30th day of September 2005.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Meteoric Resources NL ("the company") for the year ended 30 June 2005 as set out on pages 19 to 50.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit of the financial report in order to express an opinion on it to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our other procedures did not include consideration or judgment of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.

Independence

We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the financial report of Meteoric Resources NL is in accordance with:

$(a)$ the Corporations Act 2001, including:
giving a true and fair view of the financial position of Meteoric Resources NL at 30 June 2005 and of its $(i)$ performance for the year ended on that date; and
$(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
$(b)$ other mandatory financial reporting requirements in Australia.

Somes & Cooke
	Chartered Accountants

K. C. Somes - Partner Perth, Date: 30 September 2005

TENEMENT SCHEDULE

19.2233333333 Tenement	Nature of Interest	. Project	Services Equity $(\%)$

E ₁₆ /0307	Application	Ularing	100%
E28/1328	Granted	Junction Lake	100%
E51/1111	Application	Ruby Well3	100%
E52/1453	Granted	Wilthorpe	100%
M52/0807	Application	Wilthorpe	100%
M52/0808	Application	Wilthorpe	100%
M52/0836	Application	Wilthorpe	100%
E52/1851	Granted	Robinson Range	100%
E59/0879	Granted	Jarbora Hill	100%
M59/0646	Application	Jarbora Hill	100%
E77/0914	Granted	Bullfinch	100%
M77/1057	Application	Bullfinch	100%
P77/3261	Granted	Bullfinch	100%
EL 10177	Granted	Murchison Range	100%
EL 10370	Granted	Barkly	Earning 51%
MLC 57	Granted	Barkly	Earning 51%
MLC 217	Granted	Barkly	Earning 51%
MLC 218	Granted	Barkly	Earning 51%
MLC 219	Granted	Barkly	Earning 51%
MLC 220	Granted	Barkly	Earning 51%
MLC 221	Granted	Barkly	Earning 51%
MLC 222	Granted	Barkly	Earning 51%
MLC 223	Granted	Barkly	Earning 51%
MLC 224	Granted	Barkly	Earning 51%
EL 23764	Granted	Warrego North	100%
EL 24138	Granted	Warrego North	100%
EL 24255	Application Granted	Warrego North	100%
EL 24256	Application	Warrego North Warrego North	100% 100%
EL 24257 EL 24362	Granted	Warrego North	100%
EL 24363	Application	Warrego North	100%
EL 24364	Granted	Warrego North	100%
P77/3368	Granted	Withers Find	100%
P77/3369	Granted	Withers Find	100%
P77/3370	Granted	Withers Find	100%

The following information was applicable as at 27 September 2005.

Shareholding:

Category (Size of Holding)	Fully Paid Ordinary Shares	Contributing Shares
1 to 1,000	533.	325
1,001 to 5,000	306	543
5,001 to 10,000	121	87
10,001 to 100,000	375	84
100,001 and over	61	12
Total	1.396	1.051

The number of shareholdings held in less than marketable parcels is 699.

The names of the substantial shareholders listed in the Company's register as at 28 September 2005:

Shareholder Name:	Number:	$\frac{6}{6}$
Image Resources NL	4,200,000	10.27

Twenty largest fully paid shareholders:

		Number of	$%$ of Issued
	Shareholder Name	Shares	Share Capital
1.	Image Resources NL	4,200,000	10.26
2.	Cairnglen Investments Pty Ltd	2,054,712	5.02
3.	ANZ Nominees Pty Ltd	1,443,265	3.53
4.	George Sakalidis	1,163,751	2.84
5.	Bond Street Custodians Ltd (MBW SF0685)	1,050,000	2.57
6.	Bond Street Custodians Ltd (MBW I20714)	814,309	1.99
7.	Frederick D L Ribton	699,637	1.71
8.	Bond Street Custodian Ltd (MBW RM1067)	640,950	1.57
9.	Michael Mandzij	618,000	1.51
10.	Gilpin Park Pty Ltd	600,000	1.47
11.	Barrington Dance	545,170	1.33
12.	Bond Street Custodian Ltd (MBW 109671)	470,000	1.15
13.	Invia Custodian Pty Ltd	453,334	1.11
14.	HSBC Custody Nominees Ltd	420,000	1.03
15.	Gilpin Park Pty Ltd ()	400,000	.98
16.	Ocean View Nominees Pty Ltd	378,000	.92
17.	Bond Street Custodian Ltd (MBW TO0080)	342,950	.84
18.	P Thomas and S Goodwin (Trustee)	322,000	.79
19.	R and R Thomson (Trustee)	315,000	.77
20.	Bond Street Custodian Ltd (MBW TH0482)	315,000	.77
	Total	17,246,078	42.16

Twenty largest contributing shareholders - Unquoted:

	Contributing Shareholder Name	Number of Contributing Shares	% Held
1.	George Sakalidis	29,47,486	20.04
2.	R and R Thomson (Trustee)	2,022,500	13.75
3.	Jan R Baron	2,000,000	13.59
4.	Frederick D L Ribton	861,956	5.86
5.	Barrington Dance	817,755	5.56
6.	Invia Custodian Pty Ltd	680,001	4.62
7.	Russell Nominees Pty Ltd	500,000	3.40
8.	Cairnglen Investments Pty Ltd	304,067	2.07
9.	Abergold Pty Ltd	297,671	2.02
10.	Gilpin Park Pty Ltd	145,001	.99
11.	Bond Street Custodians (MBW Ltd TO0080)	139,425	.95
12.	Bond Street Custodians Pty Ltd	103,963	.71
13.	Fobira Pty Ltd	81,430	.55
14.	Cairnglen Investments Pty Ltd	63,253	.43
15.	Mark J Thompson	60,000	.41
16.	VC Wheatley (Trustee)	60,000	.41
17.	Bond Street Custodians (MBW Ltd SF0685)	60,000	.41
18.	RV and B Howell	56,700	.39
19.	Bond Street Custodians Ltd	52,500	.36
20.	Noel Mattocks	45,000	.31
	Total	11,298,708	76.83

There is a total of 40,872,248 (2004: 36,126,567) fully paid ordinary shares on issue, all (2004: Nil) of which are listed on Australian Stock Exchange Limited (ASX).

Voting Rights

The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person present who is a Member or representative of a member shall have one vote and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid share and a fraction of a vote for each partly paid share held. The fraction must be equivalent to the proportion which any amount paid (not credited) is of the total amounts paid (if any) and payable (excluding amounts credited). Any amounts paid in advance of a call are ignored when calculating these fractional voting rights.

Use of Funds

Since admission to the official lists of ASX, the Company has used its cash and assets in a form readily convertible to cash in a way that was consistent with its business objectives.

AI assistant

METEORIC RESOURCES NL — Annual Report 2005

65311_rns_2005-09-29_29078c0e-fddf-438d-ac7c-4e7719cbd8c8.pdf

METEORIC RESOURCES NL

ANNUAL REPORT

FINANCIAL YEAR 2004 - 2005

CONTENTS

CORPORATE DIRECTORY

DIRECTORS

FOR INFORMATION ON THE COMPANY CONTACT

Dear Shareholder

PETER THOMAS CHAIRMAN

PROJECTS SUMMARY

Wilthorpe

Harrods Aircore and RC Drilling Intercepts

Harrods Diamond Core and RC Drilling Intercepts

Bullfinch

Jarbora Hill

Jarbora Hill Drilling Results

Barkly

Warrego North

DIRECTORS

PRINCIPAL ACTIVITIES

RESULTS FROM OPERATIONS

DIVIDENDS

REVIEW OF OPERATIONS

EARNINGS PER SHARE

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

ENVIRONMENTAL ISSUES

INFORMATION ON DIRECTORS AND COMPANY SECRETARY

Peter Thomas

Chairman

Roger Thomson

Managing Director

George Sakalidis

Rudolf Tieleman

AUDIT COMMITTEE

MEETINGS OF DIRECTORS

DIRECTORS AND EXECUTIVES REMUNERATION REPORT

$(a)$ The names of directors who have held office during the financial year are -

$(b)$ Retirement and Superannuation Payments -

$(c)$ Non-executive directors -

$(d)$ Directors fees -

$(e)$ Retirement allowances for directors -

$(f)$ Executive pay -

Base Pay -

Note $(1)$

Employment agreements -

EMPLOYEES

CORPORATE STRUCTURE

DIRECTORS' REPORT

INDEMNIFICATION & INSURANCE OF DIRECTORS AND OFFICERS

OPTIONS

Auditor's Independence Declaration to the Directors of Meteoric Resources NL

GOOD GOVERNANCE AND PRACTICE RULES

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT

General:

Board Composition:

The Board and Board Nominations:

Securities Trading Policy:

Directors' Remuneration and Policies:

External auditors:

CORPORATE GOVERNANCE STATEMENT

Audit committee:

Managing risks:

Commitment to stakeholders & ethical standards:

Monitoring of the Board's Performance and Communication to Shareholders:

CORPORATE GOVERNANCE STATEMENT

STATEMENT OF FINANCIAL PERFORMANCE For the Year Ended 30 June 2005

STATEMENT OF FINANCIAL POSITION As at 30 June 2005

STATEMENT OF CASH FLOWS For the Year Ended 30 June 2005

NOTE1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

(b) Changes in Accounting Policies

(c) Goods and Services Tax (GST)

(d) Income Tax

NOTE1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

METEORIC RESOURCES NL Annual Report 2005

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTE₄ DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS

TENEMENT EXPENDITURES AND LEASING COMMITMENTS NOTE₁₆

NOTE₁₈ JOINT VENTURES

NOTE₁₉ SUPERANNUATION COMMITMENTS