NL

ABN: 64 107 985 651

ANNUAL REPORT FINANCIAL YEAR ENDED 30 JUNE 2008

==> picture [199 x 58] intentionally omitted <==

Corporate Directory	3
Review of Operations	4
Directors’ Report	11
Auditor’s Independence Declaration	17
Corporate Governance Statement	18
Income Statement	24
Balance Sheet	25
Statement of Changes in Equity	26
Cash Flow Statement	27
Notes to and forming part of the Financial Statements	28
Directors’ Declaration	43
Independent Audit Report	44
Tenement Schedule	46
Other Information	47

CORPORATE DIRECTORY

DIRECTORS

PETER THOMAS Non-Executive Chairman

ROGER THOMSON Managing Director

GEORGE SAKALIDIS Executive Director

==> picture [199 x 58] intentionally omitted <==

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

COMPANY SECRETARY

Robert Lewis

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

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 Securities Exchange

COMPANY CODE

MEI (Fully paid shares) MEICA (Partly paid contributing shares)

ISSUED CAPITAL

44,198,908 fully paid ordinary shares

15,099,727 partly paid shares, $0.20 unpaid

2,400,000 options to acquire partly paid shares exercisable at $0.06 by 21 November 2010

2,400,000 options to acquire partly paid shares exercisable at $0.065 by 16 November 2011

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

PROJECT SUMMARIES

Meteoric Resources NL is a gold and base metal explorer with activities in Western Australia and the Northern Territory with a portfolio of projects totalling approximately 1,220sq km ranging from grass roots to advanced projects at the resource definition stage. During the year Meteoric carried out drilling or sampling programmes at Scorpion Well , Bullfinch, Top Well, Mt Remarkable, Ularring, Barkly and Warrego North projects.

During 2008 Meteoric earned a 30% interest in the Scorpion Well, Mt Remarkable and Top Well projects in joint venture with Image Resources. 2008 proved to be a frustrating year for Meteoric following the encouraging indications of high-grade iron deposits at Robinson Range but suffering protracted delays in gaining access to the tenements because of native title issues. Project locations are shown in Figure 1.

==> picture [349 x 185] intentionally omitted <==

Figure 1 Project Locations

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

ROBINSON RANGE (Meteoric 100%)

This 50sq km iron project has become a major part of Meteoric’s focus following the recognition of iron grades up to 62.5% Fe with low levels of silica, phosphorus and alumina. The Robinson Range tenements, situated 100km north of Meekatharra, cover a folded sequence of Proterozoic iron formations some 13km in strike length as shown in Figure 2.

==> picture [386 x 516] intentionally omitted <==

Figure 2 Robinson Range Project-Geology and Sampling Results (Source: GSWA Record 1970/6)

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

Previous work by the Geological survey of WA has confirmed the presence of ore-grade iron oxide with low levels of deleterious elements. In addition, aeromagnetic data indicates that the prospective iron formations may be more extensive than indicated the earlier mapping, as shown in Figure 3.

==> picture [341 x 548] intentionally omitted <==

Figure 3 Robinson Range Project-Aeromagnetic Image

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

Significantly, the proximity of Robinson Range to the Jack Hills and Weld Range iron deposits means that economic resources identified at Robinson Range could be transported using the rail infrastructure being proposed for the mid-west region and connecting to a new deep water port near Geraldton.

Discussions with the Jidi Jidi Aboriginal Corporation (JJAC), regarding the aboriginal heritage provisions of the Indigenous Land Use Agreement (ILUA) covering the tenements are continuing. A disappointing development has been that after prolonged discussions with representatives of the mining companies active in the area, the JJAC has rejected the proposed amended heritage agreement and advised that it wishes to revert to the original ILUA heritage agreement which it refused to sign some years ago. Discussions are being held with officers of the Office of Native Title in order to try and resolve this situation.

SCORPION WELL (Meteoric 30%, earning up to 70%)

Drilling of aeromagnetic targets below cover at Scorpion Well 100km north of Leonora in the eastern goldfields has identified a sequence of ultramafic rocks up to 400m thick and over 1km in strike length, which exhibit characteristics favourable for the occurrence of nickel sulphides.

The configuration of the high MgO mesocumulate/orthocumulate ultramafic package suggests a thermal erosion channel created by the komatiitic lava. The lithological and whole rock chemistry suggests a west facing komatiite sequence with the possible channel structure occurring on the eastern footwall. This interpreted channel is considered to be a favourable location for accumulations of nickel sulphides related to komatiite volcanicity (i.e.-Kambalda-style nickel sulphides).

WILTHORPE (Meteoric 90%)

During the year resource modelling was completed at Harrods Central and Harrods South resulting in the identification of a 61,600oz gold resource as summarised in Table 1.

Table 1 Harrods Resources

Zone	Indicated Resource	Indicated Resource	Indicated Resource	Inferred Resource	Inferred Resource	Inferred Resource		Total
	Tonnes	Grade g/t	ozs	Tonnes	Grade g/t	ozs	Tonnes	Grade g/t	ozs
Harrod s Central	452,000	1.50	21,800	260,000	1.53	12,800	712,000	1.51	34,600
Harrod s South				545,000	1.55	27,000	545,000	1.55	27,000
Total	452,000	1.50	21,800	805,000	1.54	39,800	1,257,000	1.52	61,600

Inverse distance squared method 0.8g/t cut-off. High values cut to 20g/t at Harrods Central, 15g/t at Harrods South.

Two RC holes completed at Harrods Central to test depth extensions of higher grade zones identified in the block model intersected the mineralised stringer system however the high gold grades intersected by some of the previous shallows drilling were not encountered.

Potential remains for the open cut development of these modest resources however it is dependent on the availability of the Fortnum treatment plant 25km to the north, which is currently under care and maintenance.

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

MT REMARKABLE (Meteoric 30%, earning up to 70%)

First-pass geological sampling of soil covered aeromagnetic targets about 80km southwest of Laverton has outlined several geochemical anomalies worthy of follow-up.

Several areas of anomalous gold values coincide with aeromagnetic features which may reflect shear zones within a greenstone sequence flanking granite. In addition a nickel-copper anomaly was identified on the projected extension of a mapped ultramafic unit.

Follow-up sampling has defined a 1500m-long nickel-copper anomaly and several gold anomalous areas. Field checking and further sampling of these anomalies is in preparation, aimed at defining drilling targets.

TOP WELL (Meteoric 30%, earning up to 70%)

Aircore drilling of alluvium covered aeromagnetic targets situated 85km west of Leonora, tested for both gold and nickel mineralisation. The drilling intersected ultramafic rocks intruded by granites, however in some areas transported cover was up to 90km thick and bedrock was not in intersected. Weakly elevated nickel and copper values were identified in weathered ultramafic rocks and are being further investigated. A nickel sulphide discovery some 25km to the southwest of Top Well in similar rocks has drawn attention to the nickel potential of this area.

BULLFINCH (Meteoric 90%)

RC drilling at the Rutherfords Find gold prospect completed at the beginning of the year gave a best intersection of 4m at 10.5g/t gold from 71m. All these holes intersected quartz veins and/or silica-pyrite alteration in granite as summarised in Table 2.

Table 2 Rutherfords Drill Intersections

Hole No	Coordinates	Coordinates	From m	To m	Interval m	Gold Grade g/t
	E	N
BRC 36	11863	69587	184	186	2	3.32
	including		185	186	1	4.87
BRC 37	11788	69570	195	196	1	4.66
BRC 38	11712	69564	156	157	1	0.75

Hole azimuth 360º, dip -60º. 1m samples, uncut. Samples analysed by fire assay (40g charge).

The intersections confirm the gold mineralisation extends to at least 150m-170m below surface and some 50m-100m below the previous drill intercepts, however the intersected gold grades are unlikely to be economic at the current gold price.

ULARRING (Meteoric 100%)

Further sampling of poorly exposed banded iron formations within the Lake Giles greenstone belt, about 100km west of Coolgardie, returned values up to 60% Fe, however most other samples were low. The significance of these results is currently being assessed.

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

BARKLY (Meteoric 51%, earning 70%)

RC drilling of a mineralised ironstone at Bluebird about 30km east of Tennant Creek, has been delayed by a lack of rig availability. The drilling is designed to test a 600m-long geochemical anomaly and to follow up a previous drill intercept of 8m at 1.0% copper and 0.3g/t gold from 72m. The geochemical anomaly coincides with a pronounced gravity ridge indicating the pressure of hematite alteration. A second copper-gold zone was intersected at the eastern end of the geochemical anomaly, which is open to the east. The drill targets are shown in Figure 4, with drilling anticipated to be carried out in the December 2008 quarter.

==> picture [417 x 338] intentionally omitted <==

Figure 4 Bluebird Drill Targets

REVIEW OF OPERATIONS

==> picture [199 x 58] intentionally omitted <==

==> picture [417 x 338] intentionally omitted <==

Figure 5 Bluebird Drill Targets

WARREGO NORTH (Meteoric 100%)

Sampling of anomalous gold values near the Parakeet copper-gold prospect 50km north west of Tennant Creek has defined a weak to moderate gold anomaly about 400m in length, which coincides with a ground magnetic anomaly. About one kilometre distant a second gold anomaly about 400m in diameter has been defined. In addition a third target area has been outlined by anomalous copper and gold values in ironstone float coincident with a ground magnetic anomaly. Drilling of these anomalies to test for Tennant Creek-style copper-gold mineralisation is planned when a suitable rig becomes available.

The information in this report that relates to exploration results is based on information compiled by Roger Thomson BSc, ARSM, MAusIMM, MAIG. Roger Thomson is an employee of Meteoric Resources NL. The information in this report that relates to mineral resources is based on information compiled by Lynn Widenbar BSc, MSc, DIC MAusIMM employed by Widenbar & Associates who are consultants to the Company. Messrs Thomson and Widenbar have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Persons as defined in the 2004 edition of the ‘Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Messrs Thomson and Widenbar consent to the inclusion of this information in the form and context in which it appears in this report.

10 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

Your directors present their report on the Company for the year ended 30 June 2008.

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:

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 $361,687 (2007: $1,022,806).

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 0.818 cents (2007: 2.33 cents). Diluted Loss per share is not significantly different from Basic Loss per Share.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

There have been no significant changes in the state of affairs of the Company during the financial period.

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.

11 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

INFORMATION ON DIRECTORS AND COMPANY SECRETARIES

Peter Thomas

Chairman

Mr Thomas, a commercial solicitor with specialist expertise within the resource sector, is and has been a director of various listed companies. He is non-executive chairman of ASX listed Image Resources NL (since 19 April 2002), Magnetic Resources NL (since the company was incorporated on 23 August 2006), Meteoric Resources NL (since the company was incorporated on 13 February 2004) and Emu Nickel NL (since the company was incorporated on 29 August 2007). He was non-executive chairman of Sandfire Resources NL from June 2003 to December 2006 and non-executive director of GoldLink IncomePlus Limited from 4 April 2008 to 18 June 2008.

Mr Thomas has a relevant interest in 422,000 ordinary fully paid shares, 33,000 contributing shares and 1,600,000 options to acquire contributing shares.

Roger Thomson

Managing Director

Mr Thomson is a geologist with more than 30 years experience in mineral exploration, mining geology and management in Australia, Africa, South America and Southeast Asia. He 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. Mr Thomson successfully managed the exploration programme that led to the discovery of the multi-million ounce Sunrise gold deposit near Laverton in Western Australia. He is an Associate of the Royal School of Mines, a Member of the Australasian Institute of Mining and Metallurgy and a Member the Australian Institute of Geoscientists. Mr Thomson is a director of (ASX listed companies) He is executive director of ASX listed Image Resources NL (since 19 April 2002), Magnetic Resources NL (since the company was incorporated on 23 August 2006) and Emu Nickel NL (since the company was incorporated on 29 August 2007). He is also a non-executive director of AIM listed Mariana Resources Limited.

Mr Thomson has a relevant interest in 365,000 ordinary fully paid shares, 2,022,500 contributing shares and 1,600,000 options to acquire contributing shares.

George Sakalidis

Executive Director

Mr Sakalidis is an exploration geophysicist with over twenty-five years industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. 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. He is managing director of ASX listed Image Resources NL (director since 13 May 1994, managing director since 13 June 2007), Magnetic Resources NL (since the company was incorporated on 23 August 2006) and Emu Nickel NL (since the company was incorporated 29 August 2007).

Mr Sakalidis has a relevant interest in 2,748,712 ordinary fully paid shares, 2,688,462 contributing shares and 1,600,000 options to acquire contributing shares.

Robert Lewis

Company Secretary

Mr Lewis is a Fellow Chartered Accountant and has extensive business consulting, IT and project management experience.

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.

12 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

MEETINGS OF DIRECTORS

During the financial period ended 30 June 2008, there were seven meetings of directors, all of which were attended by all the directors except for one meeting held while Roger Thomson was overseas.

REMUNERATION REPORT

The Company’s policy for determining the nature and amount of emoluments of key management personnel is set out below:

Key Management Personnel Remuneration and Incentive Policies

The Remuneration Committee (“ Committee ”) is to make decisions with respect to appropriate remuneration and incentive policies for executive directors and senior executives which:

motivates executive directors and senior executives to pursue long term growth and success of the Company within an appropriate control framework;
aligns the interests of key leadership with the long-term interests of the Company’s shareholders.

Executive Remuneration Packages

The Committee is to ensure that:

executive remuneration packages involve a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the Company’s circumstances and objectives;
recommendations are made to the board with respect to the quantum of any bonuses to be paid to executives.

Non-Executive Directors

The Committee is to ensure that:

fees paid to non-executive directors are within the aggregate amount approved by shareholders (currently $150,000) and make recommendations to the board with respect to the need for increases to this aggregate amount at the Company’s annual general meeting;
non-executive directors are remunerated by way of fees (in the form of cash and /or superannuation benefits);
non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements; and
non-executive directors are not entitled to participate in equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company’s shareholders.

To the extent that the Company adopts a different remuneration structure for its non-executive directors, the committee shall document its reasons for the purpose of disclosure to stakeholders.

Incentive Plans and Benefits Programs

The Committee is to:

review and make recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans. Except as otherwise delegated by the board, the Committee will act on behalf of the board to administer equitybased and employee benefit plans, and as such will discharge any responsibilities under those plans, including making and authorising grants, in accordance with the terms of those plans; and
continually review and, if necessary, improve any existing benefit programs established for employees.
13 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

Retirement and Superannuation Payments

Prescribed benefits were provided by the Company to all 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.

Guaranteed Rate Increases

There are no guaranteed rate increases fixed in the key management personnel’s contracts.

Key Management Personnel Remuneration


	Year ended 30 June 2008
Key Management Person	Cash Salary and Salary Equivalents	Post Employment Superannuation	Non-cash Benefits Equity	Total
Peter Thomas Non-Executive Chairman	$30,000	$2,700	-	$32,700
Roger Thomson Executive Managing Director	$95,997	$8,735	-	$104,732
George Sakalidis Executive Director	$83,679	$7,531	-	$91,210
Robert Lewis Company Secretary	$2,166	-	-	$2,166
Total	$211,842	$18,966	-	$230,808


	Year ended 30 June 2007
Key Management Person	Cash Salary Salary Equivalents	Post Employment Superannuation	Non-cash Benefits Equity Options (1)	Total
Peter Thomas Non-Executive Chairman	$30,000	$2,700	$34,000	$66,700
Roger Thomson Executive Managing Director	$99,509	$8,955	$34,000	$142,464
George Sakalidis Executive Director	$89,527	$8,057	$34,000	$131,584
Robert Lewis (Appointed 19.10.06) Company Secretary	$1,676	-	-	$1,676
Total	$220,712	$19,712	$102,000	$342,424

Note (1) Equity remuneration represents share options granted during the year as approved at the general meeting of shareholders held 16 November 2006. These options were valued by an independent risk and assurance consultant using the Geske’s (1979) compound option pricing model.

14 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

Consultant Agreements

Two separate (but similar) agreements have been executed between the Company and nominated associated entities of Messrs Sakalidis and Thomson.

These are effective as from 1 July 2008 and major provisions of the agreements are set out as follows:

	Term of agreements	Base rate	Review periods	Increase
Regor Consulting Pty Ltd (RM Thomson)	Annually from 1 July 2008	$135.00 per hour	Annually on 1 July	Discretionary by Board
Leeman Pty Ltd (G Sakalidis)	Annually from 1 July 2008	$135.00 per hour	Annually on 1 July

EMPLOYEES

Aside from directors (all of whom were, for tax purposes treated as employees), the Company had no noncasual employees at 30 June 2008 (2007: Two).

DIRECTORS’ INTERESTS

The relevant interest of each director in the shares and options over such instruments issued by the Company as notified by the directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:

	Fully Paid Ordinary Shares	Partly-paid Contributing Shares	Options over Partly-paid Contributing Shares	Options over Partly-paid Contributing Shares
			Expiring 21.11.2010	Expiring 16.11.2011
Peter Thomas	422,000	33,000	800,000	800,000
Roger Thomson	365,000	2,022,500	800,000	800,000
George Sakalidis	2,748,712	2,688,462	800,000	800,000

SHARE OPTIONS GRANTED TO DIRECTORS AND OFFICERS

During or since the end of the financial year, no options were granted by the Company to any director.

CORPORATE STRUCTURE

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

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.

15 -

DIRECTORS’ REPORT

==> picture [199 x 58] intentionally omitted <==

OPTIONS

As at the date of this report there are the following options over un-issued partly paid shares in the Company:

Unquoted:

(a) 2,400,000 exercisable at $0.06 per option on or before 21 November 2010 (to acquire a contributing share on which $0.20 is payable;
(b) 2,400,000 exercisable at $0.065 per option on or before 16 November 2011 (to acquire a contributing share on which $0.20 is payable;

During the year, no options were either issued or exercised.

PROCEEDINGS ON BEHALF OF THE COMPANY

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

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out in this annual report.

Signed in accordance with a resolution of the directors

GEORGE SAKALIDIS

Director Perth 30 September 2008

16 -

AUDITOR’S INDEPENDENCE DECLARATION

==> picture [95 x 109] intentionally omitted <==

Meteoric Resources NL

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Meteoric Resources NL.

As lead audit partner for the audit of the financial statements of Meteoric Resources NL for the year ended 30 June 2008, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

Yours sincerely

==> picture [172 x 55] intentionally omitted <==

SOMES and COOKE

K. C. Somes

30 September 2008 1304 Hay Street West Perth WA 6005

17 -

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

GOOD GOVERNANCE AND PRACTICE RULES

The Australian Securities 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. The Company is in the process of reviewing its Charters and Policies to ensure compliance with the second edition of the ASX Corporate Governance Principles and Recommendations (as revised).

By way of clarification, this statement has been prepared by reference to and in compliance with the original recommendations.

PRINCIPLE	COMPLIANCE OR DETAILS OF PLANNING
PRINCIPLE 1: Lay solid foundations for management and oversight
1.1 Formalise and disclose the functions reserved to the Board and those delegated to management	A committee has been established to prepare document for Board consideration.
PRINCIPLE 2: Structure the Board to add value
2.1 A majority of the Board should be independent directors	Not complied with. The board has a positive interactive working history.Given all the circumstances attendant upon the Company including its objectives, the nature and extent of its actual and proposed operations, its capital base and other resources, the costs associated with a board comprised of more than the minimum number and the need for a board comprised of persons with a blend of traits, skills, experience, expertise, entrepreneurialism, innovation, tenacity, vision and dedication in order to enliven the prospects of creating value for shareholders, this recommendation is thought by the board to be neither appropriate nor achievable.
2.2 The Chairperson should be an independent director	Not complied with?The Chair considers himself to be an independent director as he is not part of the day to day hands on management team and he regards himself as being free of any relationship that could materially interfere with the independent exercise of his judgement. However he acknowledges that it might well be perceived that the provision by him of legal services to the Company, his shareholding in the Company, the amount of time he dedicates to the affairs of the Company and his remuneration as a director compromise or materially interfere with his independent exercise of judgement and ability to act in an entirely disinterested manner in all things.
2.3 The roles of Chairperson and Chief Executive Officer should not be exercised by the same individual	Complied with.
2.4 The Board should establish a nomination committee	Not complied with. The Company has a small board which does not perceive that any gains are to be derived through the operation of a formal committee structure. The board will deal with nomination issues on an ad hoc unstructured basis.

18 -

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

PRINCIPLE 3: Promote ethical and responsible decision- making
3.1 Establish a code of conduct to guide the directors, the Chief Executive 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.	Not complied with. The law embodies sufficient codes of conduct for a company of this size.
3.2 Disclose the policy concerning trading in Company securities by directors, officers and employees.	Complied with.
PRINCIPLE 4: Safeguard integrity in financial reporting
4.1 Require the Chief Executive Officer (or equivalent) to state in writing to 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 a Director after consultation with the company secretary and auditor.
4.2 The Board should establish an audit committee.	The role of Audit Committee has been assumed by the full Board.
4.3 Structure the audit committee so that it consists of: 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.
4.4 The audit committee should have a formal operating charter.	Not complied with – see 4.2 above.
PRINCIPLE5: 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.	There is no written policy. 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 and standards expected of them in relation to trading in company securities.

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

PRINCIPLE 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.
PRINCIPLE 7: Recognise and manage risk.
7.1 The Board or appropriate board committee should establish policies on risk oversight and management.	Complied with although policies have not been documented.
7.2 The Chief Executive Officer (or equivalent) should state to the Board in writing that: 7.2.1 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. 7.2.2 The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material aspects.	Complied with.
PRINCIPLE 8: Encourage enhancedperformance.
8.1 Disclose the process for performance evaluation of the Board, its’ committees and individual directors and key executives.	Complied with.
PRINCIPLE9: 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.
PRINCIPLE 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.

20 -

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

General:

The Board of Directors of Image 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 herein and have been applied for the entire financial year ended 30 June 2008. Where there has been any departure from the recommendations it is because the Board believes that given the Company’s size, the nature of its financial affairs and its business, such departure is justified.

Board Composition:

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the annual report, their attendance at meetings and term of office are detailed in the Directors’ Report. Due to the size of the Company it does not have a majority of independent Directors; as to independence, refer to the comments made in the compliance comment to Principle 2 above. 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 Sisley Thomas	Non Executive Chairman	Refer details
		herein
George Sakalidis	Managing Director	Refer details
		herein
Roger Michael Thomson	Executive Director	Refer details
		herein

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 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 professional adviser or a consultant to the Company or an employee associated with the service provided where the quantum of the remuneration in respect thereof are regarded as material to either the company or that person;
is not a material supplier or customer of the Company or an officer of or otherwise associated 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.

21 -

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

The Board and Board Nominations:

The Company does not operate a nomination committee. The Board will deal with nomination issues on an ad hoc unstructured basis. As such, the full Board (subject to members' voting rights in general meeting) will be responsible for selection of new members and will have regard to the circumstances and needs of the Company and any 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 being re-elected; and
one third of the Directors in office (other than the Managing Director) retire by rotation each year and must seek re-election by shareholders at the Annual General Meeting.

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 at least two people with at least one being a Director. The composition of the Remuneration Committee can vary to accommodate the requirement that a Director must not sit on the committee to consider that Director’s remuneration In addition, an independent party is co-opted as a member.

All compensation arrangements for Directors including the Managing Director are determined by the remaining Directors after taking into account the current remuneration rates prevailing in the market. The Company is acutely aware of the need to conserve cash resources and thus encourages the payment of share-based payments which may remunerate the Director upon an increased share price being achieved.

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.

All remuneration paid to present or future executives is or will be accounted for in accordance with the law and are reviewed periodically.

The Board expects that any remuneration structure which is implemented will result in the Company being able to retain its executives. It will also provide the executives with the necessary incentives to strive towards growing 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 six years and attend the Company’s annual general meeting.

22 -

CORPORATE GOVERNANCE STATEMENT

==> picture [199 x 58] intentionally omitted <==

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 financial reporting;
delegation of authority to the Managing Director within the constraints of approved expenditures;
monitoring expected expenditures by management; and
implementation of 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 and 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;
the environment;
conflict of interests;
confidentiality;
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;
the Half-Yearly Report;
the Annual Report;
adherence to continuous disclosure requirements;
the Annual General Meeting and other meetings called to obtain shareholder approval for Board action as appropriate; and
the posting of the above-mentioned reports on the Company's website.
23 -

INCOME STATEMENT
For the year ended 30 June 2008
Notes
Revenue from ordinary activities
2
Revenue/(loss) from non-ordinary activities
Borrowing expenses
Depreciation expense
2
Exploration expenses written-off
2
Share based payments
2
Other expenses from ordinary activities
2
(Loss) from ordinary activities before related
income tax expense
Income tax expense
3
(Loss) from ordinary activities after related
income tax expense
Net (loss) attributable to members of
Meteoric Resources NL
Basic (loss) per share - cents per share
6
Diluted (loss) per share - cents per share
6

2008
($)
2007
($)
716,199
116,334
-
-
-
-
(10,207)
(13,607)
(749,275)
(632,288)
-
(102,000)
(318,404)
(391,245)
(361,687)
(1,022,806)
-
-
(361,687)
(1,022,806)
(361,687)
(1,022,806)
(0.818)
(2.33)
(0.748)
(2.33)

The accompanying notes form part of these financial statements.

24 -

BALANCE SHEET As at 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Notes Current Assets Cash assets 7 Receivables 8 Prepayments 9 Non-Current Assets Plant and equipment 10 Mineral interests 11 Other financial assets 12 TOTAL ASSETS Current Liabilities Payables 13 NET ASSETS Equity Contributed equity 14 Reserves Accumulated losses TOTAL EQUITY	2008 ($) 1,101,172 60,231 22,176 1,183,579 42,706 - 17,500 60,206 1,243,785 126,976 1,116,809 6,166,549 534,720 (5,584,460) 1,116,809	2007 ($) 1,318,207 31,808 3,320
		1,353,335 51,831 - 976,820
		1,028,651
		2,381,986
		111,073

		2,270,913
		6,166,549 1,327,137 (5,222,773)
		2,270,913

The accompanying notes form part of these financial statements.

25 -

STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Balance at 1.7.2006 Shares issued during the period Share based payments Changes in fair value of available for sale assets Loss for period Balance at 30.6.2007 Balance at 1.7.2007 Changes in fair value of available for sale assets Loss for period Balance at 30.6.2008	Share Capital ($) Available for Sale Financial Assets Reserve Capital ($) Employee Benefit Reserve ($) Accumulated Losses ($) Total ($) 6,083,106 75,687 432,720 (4,199,967) 2,391,546 83,443 83,443 102,000 102,000 716,730 716,730 (1,022,806) (1,022,806)
	6,166,549 792,417 534,720 (5,222,773) 2,270,913
	6,166,549 792,417 534,720 (5,222,773) 2,270,913 (792,417) (792,417) (361,687) (361,687)
	6,166,549 - 534,720 (5,584,460) 1,116,809

The accompanying notes form part of these financial statements.

26 -

CASH FLOW STATEMENT For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Notes CASH FLOWS FROM OPERATING ACTIVITIES Cash payments to suppliers and contractors Interest and dividends received Net cash (used in) operating activities 15 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment Payments for exploration and evaluation Purchase of new prospects Advance/(Repayment) of loan Purchase of investments Proceeds from sale investments Net cash (used in) / provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new issues of shares Share issue expenses Net cash provided by financing activities Net (decrease) / increase in cash held Cash at the beginning of the financial period Cash at the end of the financial period 7	2008 ($) (349,780) 89,702 (260,078) (1,082) (735,804) (13,471) - - 793,400 43,043 - - - (217,035) 1,318,207 1,101,172	2007 ($) (400,683) 102,850
		(297,833)
		(1,574) (618,273) (12,963) (7,586) (19,000) 82,484
		(576,912)
		83,443 -
		83,443
		(791,352) 2,109,559
		1,318,207

The accompanying notes form part of these financial statements.

27 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report.

Basis of Preparation

The accounting policies set out below have been consistently applied to all periods presented, unless otherwise stated.

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Going Concern

The directors have prepared the financial statements of the Company on a going concern basis. In arriving at this position, the directors have considered the following pertinent matters:

(a) cash on hand at the date of this report is approximately $972,557;
(b) current cash resources are considered adequate to fund the entity’s immediate operating and exploration activities; and
(c) the Company intends to raise additional funds via a capital raising.

The ability of the Company to continue as a going concern and therefore realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report is dependent upon the directors successfully achieving the following:

(a) managing existing cash resources;
(b) conducting the Company’s operating and exploration activities in a manner which ensures sufficient working capital is maintained to continue normal operating activities; and
(c) raising further capital.

In the directors’ opinion, at the date of signing the financial report, there are reasonable grounds to believe that the matters set out above will be achieved and have therefore prepared the financial statements on a going concern basis.

Should the directors not achieve the matters set out above, there is significant uncertainty whether the Company will be able to continue as a going concern. The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts, or to the amounts or classification of liabilities, which might be necessary should the Company not be able to continue as a going concern.

28 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Accounting Policies

(a) Revenue

Interest revenue is recognised on a proportional basis taking into account interest rates applicable to the financial asset. All revenue is stated net of the amount of goods and services tax (GST).

(b) Employee Benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by non-casual employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. There is no liability to Long Service Leave entitlements.

(c) 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 Income Statement and to decrease the carrying values in the Balance Sheet.

(d) 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.

(e) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables in the balance sheet are shown inclusive of GST.

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

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

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

(f) Income Tax

The charge for current income tax expense is based on the profit for the period adjusted for any nonassessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

29 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Deferred tax assets are recognized to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

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

(g) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

(h) Impairment of Assets

At each reporting date, the company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

(i) Earnings per Share

(i) Basic Earnings per Share – Basic earnings per share is determined by dividing the loss from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial period.
(ii) Diluted Earnings per Share – Diluted EPS is calculated as net loss 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 recognised as expenses; and
other discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares.

(j) Non-current Assets

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

Items of plant, equipment and motor vehicles are recorded at cost, being the fair value of consideration provided plus incidental costs. This cost is written off over its expected economic life, adjusted for any salvage value, if applicable. Estimates of remaining useful lives range between 3 and 5 years.

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.

(k) 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.

30 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Available-for-sale Financial Assets: Available-for-sale financial assets include any financial assets not included in the above categories and are initially measured at cost being the fair value of the consideration and including acquisition charges associated with the investment. Unrealised gains and losses arising from changes in the fair value of the investment are taken directly to equity.

(l) Interests in Joint Venture

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 using the cost method.

(m) 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.

(n) Share-based Payments

Share-based compensation benefits provided to directors are approved in general meeting by members. Share-based benefits provided to non-directors are approved by the Board of Directors and form part of that employee’s remuneration package.

No expense is recognised in respect of share options granted prior to 1 January 2005. The shares will be recognised if and when the options are exercised and the proceeds are received and allocated to share capital.

In respect of share options granted after 1 January 2005, the fair value is recognised as an employee benefit expense with a corresponding increase in equity. The fair value of the options is calculated at the date of grant using calculation principles determined by an independent risk and assurance consultant taking into account the terms and conditions upon which the options were granted. The model has been adjusted for the effects of non-transferability, exercise restrictions and behavioural considerations. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.

(o) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial period.

Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data obtained both externally and from within the Company.

Key Estimates - Impairment

The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.

31 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Change in Accounting Policy

The following Australian Accounting Standards were either issued or amended during the period with an application date as shown below. They have not been adopted in preparation of the financial statements at reporting date.

AASB	Standards Affected	Outline of	Application	Application
Amendment		Amendment	Date of	Date for
			Standard	Company
AASB 2007-3: Amendments to Australian		The disclosure	1.1.2009	1.7.2009
Accounting Standards		requirements of
	AASB 5: Non-current Assets Held	AASB 114:
	for Sale and Discontinued	Segment Reporting
	AASB 6:Exploration for and Evaluation of Minerals	have been replaced due to the issuing of AASB 8: Operating
	AASB 102: Inventories	Segments in
	AASB 107:Cash Flow Statements	February 2007.
		These amendments
	AASB 119: Employee Benefits	will involve changes
	AASB 127: Consolidated and	to segment
	Separate Financial Statements	reporting
	AASB 134: Interim Financial	disclosures within
	Reporting AASB 136: Impairment of Assets	the financial report. However, it is anticipated there will
	AASB 1023: General Insurance	be no direct impact
	Contracts	on recognition and
	AASB 1038: Life Insurance	measurement
	Contracts	criteria amounts
		included in the
		financial report
AASB 8 Operating Segments		As above	1.1.2009	1.7.2009
	AASB 114: Segment Reporting

32 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Change in Accounting Policy (Continued)

AASB 2007-6 Amendments to Australian Accounting Standards

AASB1: First time adoption of AIFRS

AASB 101: Presentation of Financial Statements

AASB 107: Cash Flow Statements AASB 111: Construction Contracts

AASB 116: Property, Plant and Equipment

AASB 138: Intangible Assets

The revised AASB 1.1.2009 1.7.2009 123: Borrowing Costs issued in June 2007 has removed the option to expense all borrowing costs. This amendment will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. However, there will be no direct impact to the amounts included in the financial statements as they already capitalise borrowing costs related to qualifying assets.

AASB 123 Borrowing Costs

AASB 123: Borrowing Costs

AASB 2007-8 Amendments to Australian Accounting Standards

AASB 101: Presentation of Financial Statements

As above 1.1.2009 1.7.2009 The revised AASB 1.1.2009 1.7.2009 101: Presentation of Financial Statements issued in September 2007 requires the presentation of a statement of comprehensive income.

33 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 2 OPERATING LOSS Operating loss before income tax includes: Revenue from ordinary activities Dividends received Interest received Profit on sale/change in value of investments Expenses Depreciation Exploration costs written-off Share based payments Occupancy costs Filing and ASX Fees Corporate and management Other expenses from ordinary activities NOTE 3 INCOME TAX 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 Prima facie tax benefit attributable to loss from ordinary activities before income tax at 30% Add: Tax effect of Non-allowable items - Share based payments - Other Tax losses not brought to account as deferred tax benefit Income tax attributable to operating loss	2008 ($) - 89,702 626,497 716,199 (10,207) (749,275) - - (18,145) (46,822) (253,437) (318,404) 2008 ($) (361,687) (108,506) - (3,593) 112,099 -	2007 ($) 582 102,268 13,484
		116,334
		(13,607)
		(632,288)
		(102,000)
		- (27,515) (80,953) (282,777)
		(391,245)
		2007 ($) (1,022,806)
		(306,842) 30,600 156 276,086
		-

Unbooked deferred tax benefits

The Company has accumulated tax losses of $4,957,881.

The potential deferred tax benefit of these losses ($1,487,364) will only be realised if:

(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from 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.
34 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 4 KEY MANAGEMENT PERSONNEL COMPENSATION

Names and positions held of key management personnel in office at any time during the financial year are:

ar are:
Key Management Person	Position
Peter S Thomas	Non-Executive Chairman
Roger M Thomson	ManagingDirector
George Sakalidis	Executive Director

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

Options held by Key Management Personnel –

The number of options over partly-paid contributing shares (on which $0.20 is payable to convert those partly-paid shares to fully paid shares) in the Company held during the financial year by directors and director-related entities are set out below:

Name	Balance at the start of the year	Granted during the year	Exercised during the year	Other changes during the year	Balance at the end of the year	Vested exercisabl e at the end of the year
Peter S Thomas	1,600,000	-	-	-	1,600,000	1,600,000
Roger M Thomson	1,600,000	-	-	-	1,600,000	1,600,000
George Sakalidis	1,600,000	-	-	-	1,600,000	1,600,000

There were no options granted, vested, exercised or sold during the year.

Shares held by Key Management Personnel –

The number of shares in the company held during the financial year by directors and director-related entities are set out below:

e set out below:
Name	Balance at the start of theyear	Shares movements	Balance at the end of theyear
Peter S Thomas Ordinary shares Contributingshares	422,000 33,000	- -	422,000 33,000
Roger M Thomson Ordinary shares Contributingshares	315,000 2,022,500	50,000 -	365,000 2,022,500
George Sakalidis Ordinary shares Contributingshares	2,608,712 2,688,462	140,000 -	2,748,712 2,688,462

Related Party and Entity Transactions -

Information on related party and entity transactions is disclosed in Note 22.

35 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 5 AUDITORS REMUNERATION Amounts received or due and receivable by the auditors of the Company for: Auditing and reviewing the financial report NOTE 6 EARNINGS PER SHARE The following reflects the income and share data used in the calculation of basic and diluted earnings per share Net (loss) Adjustments: Nil Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Effect of dilutive securities: Contributing shares Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share		2008 ($) 13,851 13,851 2008 ($) (361,687) - (361,687) 44,198,908 - 44,198,908		2007 ($) 17,170
				17,170
				2007 ($) (1,022,806) - (1,022,806)
				43,818,346 -
				43,818,346

The Company had 15,099,727 (2007 – 15,099,727) partly-paid contributing shares and 4,800,000 options (2007 – 4,800,000) over partly-paid contributing shares on issue at balance date. These shares and options are considered to be potential ordinary shares. However, they are not considered to be dilutive in this period and accordingly have not been included in the determination of diluted earnings per share.

There have been no significant 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 Cash at bank Deposits at call NOTE 8 CURRENT RECEIVABLES Other receivables NOTE 9 OTHER CURRENT ASSETS Prepayments	2008 ($) 215,145 886,027 1,101,172 2008 ($) 60,231 2008 ($) 22,176	2007 ($) 198,365 1,119,841
		1,318,206
		2007 ($) 31,808
		2007 ($) 3,320

36 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 10 PLANT AND EQUIPMENT	2008 ($)	2007 ($)
Plant and equipment	71,348	70,266
Less: Accumulated depreciation	(28,642)	(18,435)
	42,706	51,831
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	51,831	63,864
Additions	1,082	1,574
Disposals	-	-
Depreciation expense	(10,207)	(13,607)
Total plant and equipment at end of year	42,706	51,831
NOTE 11 MINERAL INTERESTS	2008	2007
	($)	($)
Exploration Expenditure
Areas of interest in exploration and evaluation phases
Opening balance	-	-
Net Expenditure incurred during the year	749,275	632,288
Tenements disposed of during the year	-	-
Expenditure written off	(749,275)	(632,288)
Closing balance	-	-
NOTE 12 OTHER FINANCIAL ASSETS	2008	2007
	($)	($)
Non-Current
Securities in unlisted corporations	-	4,000
Securities in listed corporations	1,400	956,720
Security deposits	16,100	16,100
	17,500	976,820
Under AASB 139, available for sale financial assets are revalued to fair value at reporting date. All
adjustments resulting from changes in fair value are taken directly to equity. If the change results in a loss,
such loss is written off in the Income Statement.
NOTE 13 CURRENT PAYABLES	2008	2007
	($)	($)
Trade creditors and accruals	126,976	111,073

37 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

2008	2008	2007
No. 44,198,908 -	$ 6,120,116 - 6,120,116	No. $ 43,781,701 6,036,673 417,207 83,443
44,198,908		44,198,908 6,120,116
15,099,727 -	46,433 -	15,516,934 46,433 (417,207) -
15,099,727	46,433	15,099,727 46,433
2,400,000 2,400,000	6,166,549	6,166,549 2,400,000 2,400,000 4,800,000

4,800,000

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 shares held, regardless of the amount paid up thereon.

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.

38 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 15 CASH FLOW INFORMATION Reconciliation of operating loss after income tax with funds used in operating activities Operating (loss) after income tax Depreciation and amortisation Exploration expenditure written off Share based payments Profit on sale/change in value of investments Changes in operating assets and liabilities: (Increase) / Decrease in receivables (Increase) / Decrease in prepayments Increase / (Decrease) in payables Increase / (Decrease) in provisions	2008 ($) (361,687) 10,207 749,275 - (626,497) (28,423) (18,856) 15,903 - (260,078)	2007 ($) (1,022,806) 13,607 632,288 102,000 (13,484) 1,966 (1,507) (18,672) 8,775
		(297,833)

NOTE 16 TENEMENT EXPENDITURES AND LEASING COMMITMENTS

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 minimum expenditure obligations which may be varied or deferred on application are expected to be met in the normal course of business. The minimum statutory expenditure requirement on the granted tenements for the next twelve months amounts to $417,250.

NOTE 17 SEGMENTS

The Company operates only in one business, being the exploration for minerals. Geographically, the Company's activities are conducted mainly within Western Australia and the Northern Territory. Exploration expenditure incurred amounted to $633,961 in respect of Western Australia tenements and $115,314 in respect of Northern Territory tenements.

NOTE 18 JOINT VENTURES

The Company is or has been party to a number of unincorporated exploration joint ventures which involves the Company “farming into” (earning) interests in tenements. The following is a list of unincorporated exploration joint ventures under which the Company has or is earning an interest:

Name of Project	%
	Interest
Image Resources NL	100% with a 1% royalty payable to Image
Image Resources NL (No.2)	Earning 30%
Emmerson Resources NL	Earned 51%, right to increase earning to 70%

NOTE 19 TENEMENT ACCESS

The interests of holders of freehold land encroached by the Tenements are given special recognition by the Mining Act (WA). As a general proposition, a tenement holder must obtain the consent of the owner of freehold before conducting operations on the freehold land. There can be no assurance that the Company will secure rights to access those portions of the Tenements encroaching freehold land but, importantly, the grant of freehold extinguished native title so wherever the Tenements encroach freehold the Company is in the position of not having to abide by the Native Title Act albeit aboriginal heritage matters still be of concern.

39 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 20 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 21 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 22 RELATED PARTY & RELATED ENTITY TRANSACTIONS

(a) Other transactions with directors and director-related parties and entities
Peter S Thomas invoiced $2,481 for legal services provided to the Company during the financial period.
Total amounts owing to directors and/or director-related parties (including GST) at 30 June 2008 was $75,601 (2007: $ Nil).
(b) Meteoric entered into an Administration Services Agreement with Image whereby Image agreed to provide various administrative services for a two year period at $5,400 per month commencing 1 July 2004. This agreement has expired but continues to be honoured on a monthly basis at the same monthly payment until such time as a new agreement is entered into.
Meteoric has previously entered into a Joint Venture Agreement (Agreement) with Image whereby Image agreed to farm out various interests in its tenements. Meteoric has exercised its’ option (under the Agreement) to acquire 100% of Image’s interest in those tenements in exchange for paying Image a royalty of 1% on production from the tenements.

Meteoric has also entered into a second Joint Venture Agreement with Image whereby Image has agreed to farm out additional interests in its tenements. Meteoric has the initial right to earn 30% upon expending an amount of no less than $300,000 within two years from the date of that agreement (28 September 2007) with the conditional right to increase its interest to 70% by expending an additional $700,000 over a 72 month period.

NOTE 23 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.

40 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

NOTE 24 FINANCIAL INSTRUMENTS DISCLOSURE

(a) Financial Risk Management Policies

The Company’s financial instruments consist of deposits with banks, accounts receivable and payable.

Risk management policies are approved and reviewed by the board on a regular basis. This mainly includes monitoring future cash flow requirements. The use of hedging derivative instruments is not contemplated at this stage of the Company’s development.

Financial Risk Exposure and Management

The main risk the Company is exposed to through its financial instruments is liquidity risk.

Liquidity Risk

The Company manages liquidity risk by monitoring forecast cash flows.

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 impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.

There is no material amounts of collateral held as security at balance date.

There credit risk for counterparties included in trade and other receivables at balance date is detailed below.

Receivables Trade debtors and sundry receivables GST Refundable	2008 $ 24,101 36,130 60,231	2007 $ 17,312 14,496
		31,808

(b) Financial Instruments

The Company holds no derivative instruments, forward exchange contracts and interest rate swaps.

Financial Instrument composition and maturity analysis

The table below reflects the undiscounted contractual settlement terms for financial instruments.

2008 Weighted Average Effective Interest Rate % Financial Assets Cash and cash equivalents Other Receivables Held for sale investments Total Financial Assets 7.45% Financial Liabilities Payables	Floating Interest Rate Non Interest Bearing Total 1,101,028 144 1,101,172 - 76,331 76,331 - 1,400 1,400
	1,101,028 77,875 1,178,903
	- 126,976 126,976

41 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2008

==> picture [199 x 58] intentionally omitted <==

Financial Instrument composition and maturity analysis

The table below reflects the undiscounted contractual settlement terms for financial instruments.

2007 Weighted Average Effective Interest Rate % Floating Interest Rate Non Interest Bearing Financial Assets Cash and cash equivalents 1,318,205 1 Other Receivables - 32,426 Held for sale investments - 976,820 Total Financial Assets 6.27% 1,318,205 1,009,247 Financial Liabilities Payables - 111,073 Trade and other payables are expected to be paid as follows: Less than 6 months	Floating Interest Rate Non Interest Bearing 1,318,205 1 - 32,426 - 976,820	Total 1,318,206 32,426 976,820 2,327,452 111,073 2008 $ 126,976
	1,318,205 1,009,247
	- 111,073
		126,976

(c) Net Fair Values

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

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

(d) Sensitivity Analysis – Interest rate risk

The Company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in this risk.

As at balance date, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:

ariables	remaining constant would be as follows:
		2008
		$
Change	in loss – increase/(decrease):
-	Increase in interest rate by 2%	(26,364)
-	Decrease in interest rate by 2%	26,364
Change	in equity – increase/(decrease):
-	Increase in interest rate by 2%	26,364
-	Decrease in interest rate by 2%	(26,364)

42 -

DIRECTORS’ DECLARATION

==> picture [199 x 58] intentionally omitted <==

The directors of the Company declare that:

the accompanying financial report and notes are in accordance with the Corporations 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 2008 and performance for the year ended on that date of the Company.
the Chief Executive Officer has declared that:
(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 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 2008.

43 -

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF METEORIC RESOURCES NL

==> picture [95 x 110] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of Meteoric Resources NL

Report on the Financial Report

We have audited the accompanying financial report of Meteoric Resources NL, which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration.

Directors’ Responsibility for the Financial Report

The directors of Meteoric Resources NL are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (Including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statement and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

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

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

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

44 -

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF METEORIC RESOURCES NL

Independence

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

Auditors Opinion

In our opinion the financial report of Meteoric Resources NL is in accordance with the Corporations Act 2001 , including:

a) giving a true and fair view of Meteoric Resources NL’s financial position as at 30 June 2008 and of its performance for the year ended on that date ; and
b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

Inherent uncertainty regarding continuation as a going concern

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1, there is significant uncertainty whether the Company will be able to continue as a going concern and therefore whether they will realise their assets and extinguish their liabilities in the normal course business and at the amounts stated in the financial report.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 13 to 15 of the Directors’ Report for the year ended 30 June 2008. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditors Opinion

In our opinion, the Remuneration Report of Meteoric Resources NL for the year ended 30 June 2008, complies with section 300A Corporations Act 2001.

Kevin Somes

Date: 30 September 2008

Somes and Cooke 1304 Hay Street West Perth WA 6005

45 -

TENEMENT SCHEDULE

==> picture [199 x 58] intentionally omitted <==

Tenement	Nature of Interest	Project	Equity (%)
E16/0307	Granted	Ularring	100
E16/0320	Granted	Mt Walton	100
E29/0547	Granted	TopWell	100
E29/0704	Application	Cork Treehill	100
E37/0745	Granted	Scorpion Well	100
E37/0886	Application	Scorpion Well	100
E37/0956	Application	Wild Cat	100
E37/0957	Application	Winston Well	100
E39/1059	Granted	Mt Remarkable	100
E51/1111	Granted	RubyWell	60
E52/1453	Granted	Wilthorpe	90
E52/1851	Granted	Robinson Range	100
E52/2067	Application	Wilthorpe	90
E52/2163	Application	Robinson Range	100
E57/0760	Application	Four Corners	100
E70/3217	Application	Maya	100
E77/0914	Granted	Bullfinch	90
EL10370	Granted	Barkly	51
EL23764	Granted	Warrego North	100
EL24138	Granted	Warrego North	100
EL24255	Application	Warrego North	100
EL24257	Application	Warrego North	100
EL24363	Application	Warrego North	100
M52/0807	Application	Wilthorpe	90
M52/0808	Application	Wilthorpe	90
M52/0836	Application	Wilthorpe	90
MLC217	Granted	Barkly	51
MLC218	Granted	Barkly	51
MLC219	Granted	Barkly	51
MLC220	Granted	Barkly	51
MLC221	Granted	Barkly	51
MLC222	Granted	Barkly	51
MLC223	Granted	Barkly	51
MLC224	Granted	Barkly	51
MLC57	Granted	Barkly	51

46 -

OTHER INFORMATION

==> picture [199 x 58] intentionally omitted <==

The following information was applicable as at 24 September 2008.

Share and Option holdings

Category(Size of Holding) 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Total	Fully Paid Ordinary Shares Partly-Paid Contributing Shares Options 21.11.2010 Options 16.11.2011 460 299 332 440 221 61 470 63 61 18 3 3
	1,544 891 3 3

The number of shareholdings held in less than marketable parcels is 882 fully paid ordinary shares and 891 partly paid contributing shares.

There are no listed options.

Substantial shareholders:

The names of the substantial shareholders listed in the Company's register as at 24 September 2008:

Shareholder Name Number % Image Resources NL 4,836,500 10.93

Twenty largest shareholders – Quoted fully paid ordinary shares:

Shareholder Name 1. Image Resources NL 2. George Sakalidis 3. Custodial Services Ltd 4. Gilpin Park Pty Ltd 5. Ocean View Nominees Pty Ltd (A/c Super Fund) 6. Frederick LD Ribton 7. Fortis Clearing Nominees Pty Ltd 8. Vinciullo Pty Ltd 9. Allua Holdings Pty Ltd 10. Bedel and Sowa Pty Ltd 11. Frances J Forster 12. Toltec Holdings Pty Ltd 13. PS Thomas and SA Goodwin (A/c Super Fund) 14. Lynsay and Janet Masters 15. PH and LM Sargent 16. Robert J Thomas 17. Richard O King 18. Pannin Pty Ltd 19. Peter W and Maureen J Taylor 20. Wyala Pty Ltd Total	Number of Shares 4,836,500 2,626,112 1,804,509 1,096,667 1,000,000 650,637 614,908 575,000 540,821 500,000 479,923 431,900 422,000 420,000 400,000 392,000 381,000 369,000 342,950 300,000 18,183,927	% of Issued Share Capital 10.93 5.94 4.08 2.48 2.26 1.47 1.39 1.30 1.22 1.13 1.08 0.98 0.95 0.95 0.90 0.89 0.86 0.83 0.78 0.68
		41.10%

47 -

OTHER INFORMATION

==> picture [199 x 58] intentionally omitted <==

Twenty largest shareholders – Quoted partly-paid contributing shares:

Shareholder Name 1. George Sakalidis 2. Roger and Rosemarie Thomson 3. Ian R Baron 4. Fortis Clearing Nominees Pty Ltd 5. Frederick DL Ribton 6. Meggsies Pty Ltd 7. Batoka Pty Ltd 8. Russell Nominees Pty Ltd 9. Anthony J Vetter 10. Michael Mandzij 11. Robert J Thomas 12. Auto Management Pty Ltd 13. Gilpin Park Pty Ltd 14. Vernon C and JE Wheatley 15. Peter W and MJ Taylor 16. Mary Graham Neild 17. Jove Management Pty Ltd 18. Jim and Effie Pilakis 19. Forbira Pty Ltd 20. Pannin Pty Ltd Total ty largest option holders – All options are unquoted: Optionholder Name Number of Options Expiring 21.11.2010 % 1. George Sakalidis 800,000 2. Peter S Thomas and SA Goodwin 800,000 3. Roger M Thomson 800,000 4. PS Thomas Total 2,400,000	Shareholder Name 1. George Sakalidis 2. Roger and Rosemarie Thomson 3. Ian R Baron 4. Fortis Clearing Nominees Pty Ltd 5. Frederick DL Ribton 6. Meggsies Pty Ltd 7. Batoka Pty Ltd 8. Russell Nominees Pty Ltd 9. Anthony J Vetter 10. Michael Mandzij 11. Robert J Thomas 12. Auto Management Pty Ltd 13. Gilpin Park Pty Ltd 14. Vernon C and JE Wheatley 15. Peter W and MJ Taylor 16. Mary Graham Neild 17. Jove Management Pty Ltd 18. Jim and Effie Pilakis 19. Forbira Pty Ltd 20. Pannin Pty Ltd Total ty largest option holders – All options are unquoted: Optionholder Name Number of Options Expiring 21.11.2010 % 1. George Sakalidis 800,000 2. Peter S Thomas and SA Goodwin 800,000 3. Roger M Thomson 800,000 4. PS Thomas Total 2,400,000	Number of Shares % of Issued Share Capital 2,653,562 17.57 2,022,500 13.39 2,000,000 13.24 817,755 5.41 765,000 5.07 698,216 4.62 521,434 3.45 500,000 3.31 350,000 2.32 204,790 1.36 200,000 1.32 158,625 1.05 145,001 0.96 140,206 0.93 139,425 0.92 123,218 0.82 93,439 0.62 83,010 0.55 81,430 0.54 66,667 0.44 11,764,278 77.89% Held Number of Options Expiring 16.11.2011 % Held 33.33 800,000 33.33 33.33 33.33 800,000 33.33 800,000 33.33	% of Issued Share Capital 17.57 13.39 13.24 5.41 5.07 4.62 3.45 3.31 2.32 1.36 1.32 1.05 0.96 0.93 0.92 0.82 0.62 0.55 0.54 0.44
			77.89%
	2,400,000	100.00% 2,400,000 100.00%

Twenty largest option holders – All options are unquoted:

There are a total of 44,198,908 fully paid ordinary shares, 15,099,727 partly-paid contributing shares and 4,800,000 options on issue. Only the options are not listed on Australian Securities Exchange Limited.

Buy-Back Plans

The Company does not have any current on-market buy-back plans.

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 ordinary share held and 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. None of the options have any voting rights.

48 -

AI assistant

METEORIC RESOURCES NL — Annual Report 2008

65311_rns_2008-09-29_7f52d067-a111-451e-9022-6c394d948320.pdf

NL

NL

ANNUAL REPORT FINANCIAL YEAR ENDED 30 JUNE 2008

CONTENTS

CORPORATE DIRECTORY

DIRECTORS

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE

SOLICITORS TO THE COMPANY

COMPANY SECRETARY

REGISTERED OFFICE

FOR SHAREHOLDER INFORMATION CONTACT

SHARE REGISTRY

BANKERS

AUDITORS

STOCK EXCHANGE

COMPANY CODE

ISSUED CAPITAL

REVIEW OF OPERATIONS

PROJECT SUMMARIES

REVIEW OF OPERATIONS

ROBINSON RANGE (Meteoric 100%)

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

SCORPION WELL (Meteoric 30%, earning up to 70%)

WILTHORPE (Meteoric 90%)

REVIEW OF OPERATIONS

MT REMARKABLE (Meteoric 30%, earning up to 70%)

TOP WELL (Meteoric 30%, earning up to 70%)

BULLFINCH (Meteoric 90%)

Table 2 Rutherfords Drill Intersections

ULARRING (Meteoric 100%)

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

WARREGO NORTH (Meteoric 100%)

DIRECTORS’ REPORT

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

DIRECTORS’ REPORT

INFORMATION ON DIRECTORS AND COMPANY SECRETARIES

Peter Thomas

Chairman

Roger Thomson

Managing Director

George Sakalidis

Executive Director

Robert Lewis

Company Secretary

AUDIT COMMITTEE

DIRECTORS’ REPORT

MEETINGS OF DIRECTORS

REMUNERATION REPORT

Key Management Personnel Remuneration and Incentive Policies

Executive Remuneration Packages

Non-Executive Directors

Incentive Plans and Benefits Programs

DIRECTORS’ REPORT

Retirement and Superannuation Payments

Guaranteed Rate Increases

Key Management Personnel Remuneration

DIRECTORS’ REPORT

Consultant Agreements

EMPLOYEES

DIRECTORS’ INTERESTS

SHARE OPTIONS GRANTED TO DIRECTORS AND OFFICERS

CORPORATE STRUCTURE

INDEMNIFICATION & INSURANCE OF DIRECTORS AND OFFICERS

DIRECTORS’ REPORT

OPTIONS

METEORIC RESOURCES NL Annual Report 2008