Meteoric.msg

NL

ABN: 64 107 985 651

ANNUAL REPORT FINANCIAL YEAR ENDED 30 JUNE 2012

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

Corporate Directory	3
Review of Operations	4
Directors’ Report	16
Auditor’s Independence Declaration	22
Corporate Governance Statement	23
Statement of Comprehensive Income	27
Statement of Financial Position	28
Statement of Changes in Equity	29
Statement of Cash Flows	30
Notes to and forming part of the Financial Statements	31
Directors’ Declaration	49
Independent Audit Report	50
Tenement Schedule	52
Other Information	53

CORPORATE DIRECTORY

DIRECTORS

PETER THOMAS Non-Executive Chairman

ROGER THOMSON Managing Director

GEORGE SAKALIDIS Executive Director

COMPANY SECRETARY

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

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE

2[nd] Floor

16 Ord Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9485 2840

BANKERS

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

Rudolf Tieleman

AUDITORS

REGISTERED OFFICE

2[nd] Floor 16 Ord Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9485 2840

WEBSITE www.meteoric.com.au

FOR SHAREHOLDER INFORMATION CONTACT

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

STOCK EXCHANGE Australian Securities Exchange (ASX)

COMPANY CODE

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

SHARE REGISTRY

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

ISSUED CAPITAL

85,113,867 fully paid ordinary shares

27,504,727 partly paid shares, $0.20 unpaid

2,580,000 options to acquire fully paid shares exercisable at $0.2249 by 23 December 2014

230,000 options to acquire fully paid shares exercisable at $0.2370 by 21 December 2015

2,550,000 options to acquire fully paid shares exercisable at $0.0915 by 27 December 2016

REVIEW OF OPERATIONS

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

PROJECT SUMMARIES

Meteoric Resources is a gold, iron and base metal explorer with a portfolio of prospects in Western Australia, Northern Territory and New South Wales. The locations of the company’s projects are shown in Figure 1. During the year Meteoric advanced its Barkly copper-gold project, Tibooburra gold project and Coorara iron ore project.

==> picture [223 x 162] intentionally omitted <==

==> picture [49 x 20] intentionally omitted <==

----- Start of picture text -----

Figure 1
Location Map
----- End of picture text -----

Barkly (Meteoric mostly 100%)

During the year Meteoric commenced a moving loop electromagnetic (EM) survey over a 1.6km-long gravity ridge and geochemical target at Bluebird, about 30km east of Tennant Creek, NT. The EM survey was designed to identify conductors associated with high-grade Tennant Creek style copper-gold mineralisation. The gravity target comprises a pronounced gravity ridge interpreted to be associated with hematite ironstone or hematite alteration. The gravity ridge extends into an aboriginal site exclusion zone where historical drilling of outcropping ironstones is reported to have intersected high grade gold mineralisation with a best intersection of 3m @ 43.2g/t Au, confirming the prospectivity of this trend.

Previous RAB drilling by Meteoric on a 600m-long copper anomaly intersected 8m @ 1.0% Cu and 0.26g/t Au from 72m to end of hole. The geochemical anomaly remains open along strike to the east, see Figure 2. Meteoric holds 100% of the Barkly exploration licence with the exception of a 30% interest held by Emmerson Resources over nine mineral leases within the exclusion zone and over a single sub block of the exploration licence situated several kilometres to the south of Bluebird.

==> picture [377 x 229] intentionally omitted <==

Figure 2

Bluebird Gravity Image Showing Geochemistry, Drill Intercept and Ground EM Survey

REVIEW OF OPERATIONS

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

Subsequent to the end of the year, the results of the EM survey show a strong localised conductor close to drill hole TBRB717 which intersected 8m @ 1.0% Cu from 72m and 12m @ 0.29g/t Au from 68m to end of hole (eoh) as shown in Figure 3. This drill hole does not appear to have tested the conductor (termed BRK1-C1) which appears to be a pipe-shaped feature with an EM response characteristic of well developed sulphides. Four other EM anomalies were identified along the gravity ridge to the east of BRK1-C1, one of which coincides with anomalous coppergold in a drill hole (TBRB762; 4m @ 0.1% Cu from 20m and 4m @ 0.11g/t Au from 44m). In addition a moderately strong EM anomaly was identified in a parallel trend to the north of Bluebird however this appears to be stratigraphic in nature rather than a discrete Tennant Creek-style copper-gold target. Drilling to test these encouraging targets is being planned.

==> picture [416 x 335] intentionally omitted <==

Figure 3

Bluebird Conductivity Image Showing Target Conductors and Drilling

TIBOOBURRA (Meteoric 51%)

Early in the year Meteoric completed first pass RAB/aircore drilling (63 holes, 2049m) of geochemical anomalies at Tibooburra, 300km north of Broken Hill, NSW. The drilling tested parts of three anomalous gold trends with very encouraging results at the New Bendigo and Kink prospects.

The Tibooburra goldfield comprises several inliers of Cambrian metasediments which host numerous zones of quartz veining within an area extending from Tibooburra town site for some 50km to the south west - see Figure 4. Old gold workings occur on several of the vein systems with 60,000oz of gold production recorded from both bedrock and alluvial sources. Lack of water was reported to be a significant factor in limiting production.

Significantly, the Geological Survey of NSW has identified the Tibooburra goldfield as possessing an orogenic gold mineralisation style typical of slate belt gold provinces and has drawn similarities of mineralisation style, timing and structural setting to the Victorian goldfields. Very little systematic gold exploration has been completed in the Tibooburra goldfield, with only two of the numerous vein systems drilled previously, and no drilling below a depth of 60m.

At New Bendigo wide-spaced soil sampling (500m x 50m pattern) identified a broad 4km-long area of elevated gold values encompassing both outcropping Cambrian metasediments and alluvial cover. The anomaly is situated adjacent to a regional structure, the New Bendigo Fault. In the southern part of this area two lines of old gold diggings occur within a 1.7km strike length, some showing evidence of pyritic, sericite-altered phyllites and metasiltstones with quartz stockworks – see Figure 5. A broad zone of sericite alteration has been mapped surrounding the diggings, extending for 1km in length and 100m to 300m in width, open to the north below cover. Seven lines of RAB drilling to an average down hole depth of 40m (holes 20m to 40m apart) were completed to test the northern part of the eastern diggings in an area of alluvial cover. Results of drilling are summarised in Table 1.

REVIEW OF OPERATIONS

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

==> picture [362 x 264] intentionally omitted <==

==> picture [72 x 20] intentionally omitted <==

----- Start of picture text -----

Figure 4
Tibooburra Geology
----- End of picture text -----

REVIEW OF OPERATIONS

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

==> picture [292 x 220] intentionally omitted <==

Figure 5 New Bendigo Sericite-Altered Quartz Stock work

Table 1 New Bendigo RAB Drilling Results

Hole Number	Coordinates	Coordinates	From m	To m	Interval m	Gold Grade g/t
	East	North
TIBRB02	587515	6719242	12	14	2	1.12
TIBRB03	587515	6719253	27	28	1	0.61
			32	34	2	1.52
			38	39	1	0.54
TIBRB04			34	36	2	0.51
TIBRB06	587543	6719193	10	17	7	3.33
			22	23	1	2.79
TIBRB08	587578	6719215	8	11	3	1.79
TIBRB10	587568	6719154	7	11	4	2.46
TIBRB11	587585	6719165	9	10	1	0.61
			36	38	2	0.69
TIBRB12	587602	6719176	8	28	20	5.22
	including		13	16	3	22.62
TIBRB13			2	3	1	3.75
TIBRB14	587473	6719357	31	32	1	5.73
TIBRB15	587490	6719366	9	10	1	0.59
			36	40	4	11.33eoh
	including		36	38	2	21.87
TIBRB18	587412	6719441	15	17	2	3.31
TIBRB19	587433	6719451	35	36	1	0.58

Drill azimuth 250°; Dip: -60°; 1m samples; 0.5g/t cut-off, uncut; eoh: end of hole; 50g charge fire assay; AAS determination

The drilling identified a 300m-long zone of mineralised, quartz-veined, sericite-altered metasediments with a best intercept of 20m @ 5.22g/t Au from 8m, including 3m @ 22.62g/t Au from 13m in drill hole TIBRB12. Another high grade intercept of 4m @ 11.33g/t Au from 36m to the end of hole, including 2m @ 21.87g/t Au from 36m, occurs 200m to the north is drill hole TBRB15. Drill cross sections are shown in Figure 6.

At the Kink prospect 6km south of New Bendigo the drilling encountered anomalous gold grades in drill holes 1km apart. The mineralisation occurs within ferruginous quartz veined Cambrian metasediments below 1-10m of cover, coincident with a gold-antimony geochemical anomaly. Both the

REVIEW OF OPERATIONS

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

New Bendigo and Kink prospects occur in proximity to a mapped regional fault structure, the New Bendigo Fault which extends for some 40 km within the project area.

==> picture [377 x 210] intentionally omitted <==

Figure 6 New Bendigo Cross Sections

A follow up drilling programme (204 holes, 5814m) RAB aircore drilling programme was completed at the New Bendigo, Kink and Phoenix. The aim of the drilling at New Bendigo and Kink was to infill and step out from the initial drilling which intersected encouraging gold grades. Results of 4m composite samples and selected 1m samples are summarised in Table 2 and Table 3 respectively.

Table 2 4m Composite Drill Sample Results

Hole No	Collar	Coordinates	From m	To m	Interval m	Grade Au g/t
	E	N
Kink
TIBRB-96*	590464	6710658	32	34	2	0.16
TIBRB-112*	590519	6711462	12	20	8	0.24
New Bendigo
TIBRB-141*	587519	6719502	4	8	4	0.35
TIBRB-144*	587238	6719234	24	40	16	0.24

REVIEW OF OPERATIONS

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

Hole No	Collar	Coordinates	From m	To m	Interval m	Grade Au g/t
	E	N
TIBRB-149	587623	6719188	24	32	8	0.25
			40	44	4	0.52
			52	56	4	0.92
TIBRB-159*	587348	6719034	4	20	16	0.33
			36	40	4	0.95
TIBRB-160	587366	6719040	36	40	4	0.31
TIBRB-167	587654	6719118	32	36	4	0.35
TIBRB-168	587591	6718991	0	4	4	0.39
TIBRB-179	587633	6718772	32	36	4	0.23
TIBRB-181	587668	6719055	32	36	4	1.08
TIBRB-185	587684	6718479	20	24	4	0.54
TIBRB-235	587606	6719176	32	40	8	1.05
TIBRB-238	587417	6719438	20	24	4	0.63
TIBRB-244	587907	6718735	28	32	4	0.33
TIBRB-247	587886	6718398	16	20	4	0.22
TIBRB-248	587902	6718413	16	20	4	0.43
			44	46	2	0.16
TIBRB-250	587935	6718351	12	16	4	0.12
TIBRB-253	588000	6718315	36	40	4	0.12
TIBRB-256	588262	6718059	8	12	4	0.1
TIBRB-257	588278	6718071	32	36	4	0.11
TIBRB-262	587499	6719490	4	12	8	0.47

50g charge fire assay, AAS determination or 30g charge fire assay, ICPS determination (unless otherwise indicated), uncut. * Aqua regia digestion, ICPS determination. Kink hole azimuth range 87° to 119°, dip -60°. New Bendigo hole azimuth range 224° to 254°, dip -60°. eoh: end of hole

Table 3 1m Drill Sample Results

Hole No	Collar	Coordinates	From m	To m	Interval m	Grade Au g/t
	E	N
Kink
TIBRB-91	590491	6710385	16	18	2	0.11
TIBRB-94	590384	6710430	17	18	1	0.13
TIBRB-96	590464	6710658	16	17	1	0.73
			22	24	2	0.13
			25	26	1	0.11
TIBRB-103	590505	6710996	27	28	1	0.10
TIBRB-112*	590519	6711462	7	8	1	0.13
			12	14	2	0.26
			17	19	2	0.46
New Bendigo
TIBRB-139	587465	6719469	9	10	1	1.24
TIBRB-144	587238	6719234	26	27	1	0.58
			29	31	2	0.52

REVIEW OF OPERATIONS

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

Hole No	Collar	Coordinates	From m	To m	Interval m	Grade Au g/t
	E	N
			35	36	1	0.42
TIBRB-149	587623	6719188	43	45	2	0.93
			54	56	2	1.57
TIBRB-159	587348	6719034	5	6	1	1.17
			10	11	1	0.81
			15	16	1	0.54
			37	38	1	1.78
TIBRB-160	587366	6719040	37	38	1	1.95
TIBRB-165	587619	6719096	33	34	1	0.95
TIBRB-166	587636	6719107	13	14	1	0.47
			16	17	1	0.54
TIBRB-177	587578	6718752	10	11	1	0.73
TIBRB-181	587668	6719055	34	36	2	1.23
TIBRB-185	587684	6718479	22	23	1	0.71
TIBRB-235	587606	6719176	12	19	7	8.08
			26	30	4	0.93
TIBRB-236	587540	6719192	9	10	1	0.77
TIBRB-237	587578	6719215	9	11	2	1.95
TIBRB-238	587417	6719438	17	18	1	4.63
TIBRB-263	587599	6718759	12	13	1	0.94
			21	22	1	0.11
Phoenix
TIBRB-202	580352	6735277	6	8	2	0.70
TIBRB-209	580439	6735085	12	13	1	0.30
TIBRB-210	580415	6735078	7	8	1	0.89

50g charge fire assay, AAS determination, or 30g charge fire assay, ICPS determination, uncut. Hole azimuth range 224° to 254°, dip -60°. eoh: end of hole

Numerous quartz veins and stringer zones, sometimes sulphide-bearing, were intersected in sericite-altered sediments, indicating the presence of a 500m-long mineralised main zone and the presence of mineralised or anomalous zones to the west, possibly over a strike length of some 400m, see Figure 7. However, results are lower grade and narrower than expected. Similar to Meteoric’s first drilling programme, the first pass sampling used an aqua regia digest method. Re-analysis of some samples using a fire assay method indicated that the aqua regia method was underestimating the gold values, particularly where sulphides are present. As a result, a programme of re-assaying was carried out to check grades where sulphides were indicated, these results are summarised in the tables above.

Drill hole TIBRB-149 was drilled below previous hole TIBRB-12 (20m @ 5.22g/t Au from 8m) and intersected 18m of pyritic quartz veining containing an intercept of 2m @ 0.93g/t Au from 43m. The sharp drop in grade may be due to one or more of the following factors; supergene enrichment in the weathered zone; localised shoot development; irregular, spotty gold distribution within the mineralised zone. Drill hole TIBRB-235 was twinned with TIBRB-12 as a check and returned intersections of 7m @ 8.08g/t Au from 12m, 4m @ 0.93g/t Au from 26m and 8m @ 1.05g/t Au from 32m confirming the intersection in TIBRB-12. However hole TIBRB-241, which was drilled in the opposite direction across TIBRB-12 as a scissor hole, intersected grades of less than 0.4g/t Au, indicating that the mineralisation is irregular and/or sub-parallel to this hole. In addition, holes TIBRB-236, 237 and 238 twinned holes TIBRB-6, 8 and 18 respectively. Holes TIBRB-237 and 238 returned similar grades to TIBRB-8 and 18 however TIBRB-236 returned a significantly lower grade and thickness compared to TIBRB-6 again indicating some irregularity in the mineralisation. Encouraging intercepts were made in holes TIBRB-159 and TIBRB-160 in an area of soil cover to the west of the main zone, with both holes ending in mineralisation.

Infill geochemical sampling at New Bendigo, has confirmed a coherent 2km-long gold-arsenic-antimony anomaly (Au values 10 to 50 times background) encompassing the areas drilled to date and identifying additional drilling targets.

10 -

REVIEW OF OPERATIONS

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

==> picture [443 x 210] intentionally omitted <==

==> picture [113 x 20] intentionally omitted <==

----- Start of picture text -----

Figure 7
New Bendigo RAB Drilling
----- End of picture text -----

11 -

REVIEW OF OPERATIONS

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

==> picture [353 x 251] intentionally omitted <==

==> picture [353 x 252] intentionally omitted <==

==> picture [73 x 19] intentionally omitted <==

----- Start of picture text -----

Figure 8
Kink Aircore Drilling
----- End of picture text -----

Kink

Anomalous gold values were intersected in several drill holes (refer Tables 2 and 3) confirming the presence of low grade gold mineralisation at shallow depth below Cretaceous cover on three drill lines over a 1,000m strike length, see Figure 8. The aircore drilling mostly penetrated only 20m or less into the bedrock hosting the veins leaving this mineralisation untested at shallow depth.

Phoenix

The drill programme included 43 shallow geochemical drill holes on five 200m-spaced lines at Phoenix, situated 18km north of New Bendigo close to the New Bendigo Fault zone. Phoenix comprises a series of old diggings scattered over a 700m strike length. Several areas of quartz stringer veining containing anomalous gold (plus 50ppb Au) were intersected with a best intercept of 2m @ 0.70g/t Au from 6m in hole TIBRB-202, see Table 2.

12 -

REVIEW OF OPERATIONS

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

The drilling to date at Tibooburra has mostly been shallow, testing the mineralisation to depths of less than 35m below surface. A programme of RC drilling to test the mineralisation at depth below the weathered zone is being planned for the New Bendigo and Kink projects.

COORARA (Meteoric 100%)

During the year Meteoric completed a 31-hole, 984m shallow RC drilling programme as part of its initial reconnaissance programme at the Coorara iron project in the South Yilgarn iron province, see Figure 9. The drilling was designed to test for hematite-goethite alteration and enrichment of a magnetite banded iron formation (BIF) which can be traced for 40km within the project tenements. The drilling targeted areas where surface sampling has indicated grades in excess of 50% Fe, with potential for direct shipping ore (DSO) grade material. Results of the drilling are summarised in Table 4.

==> picture [325 x 243] intentionally omitted <==

==> picture [325 x 242] intentionally omitted <==

==> picture [103 x 18] intentionally omitted <==

----- Start of picture text -----

Figure 9
Coorara Drill Hole Locations
----- End of picture text -----

Table 4

13 -

REVIEW OF OPERATIONS

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

Coorara RC Drilling Results

Hole Number	Coordinates	Coordinates	From m	To m	Interval m	Fe %	SiO2 %
	E	N
CRC28+	217157	6667327	10	18	8	50.7*	8.2
CRC29+	217137	6667313	14	22	6	61.5*	4.5
CRC30+	217126	6667312	10	18	8	60.9*	5.0
CRC32+	217122	6667308	2	10	8	51.7*	12.4
CRC42	222434	6657665	20	26	6	51.9	10.3
CRC43	222453	6657679	12	18	6	51.2	10.0
CRC44	222475	6657685	28	34	6	48.1	17.6
CRC45x	222491	6657706	2	8	6	50.1	11.8
CRC48+	223335	6656196	10	16	6	52.1	9.0

2m composite samples. Fused disc XRF determination, unless shown otherwise. Holes at 60° dip, azimuth 064° unless shown otherwise.

ICP-OES determination.[+] hole azimuth 270°[x] hole azimuth 045°

==> picture [381 x 204] intentionally omitted <==

Figure 10 Coorara Drill Section 6667300mN

==> picture [492 x 202] intentionally omitted <==

==> picture [117 x 17] intentionally omitted <==

----- Start of picture text -----

Figure 11
Coorara Drill Section 6657975mN
----- End of picture text -----

14 -

REVIEW OF OPERATIONS

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

Several drill holes intersected goethite-hematite enrichments, as shown in cross sections in Figure 10 and 11. These enrichments may be controlled by shears or faults within the BIF sequence and further work is planned to identify and assess structural targets with potential for DSOgrade mineralisation.

ROBINSON RANGE (Meteoric 100%)

Drilling targets on goethite-hematite outcrops with direct shipping ore (DSO) potential have been identified on a sequence of folded Proteozoic banded iron formations in the Mid West iron province some 70km from a proposed rail head at Jack Hills. Negotiations are continuing with the legal representative of the traditional owners regarding the commercial terms to apply to heritage surveys over this area, however agreement has yet to be reached. In the meantime Meteoric is seeking expressions of interest regarding the divesting of this project or accelerating the evaluation of the iron formations where sampling by the Geological Survey of WA has indicated ore-grade outcrops.

WILTHORPE (Meteoric 90%)

A 61,000oz gold resource has been identified at Harrods Central and Harrods South with potential extensions between these two deposits. Meteoric is seeking expressions of interest for the purchase of this resource.

GOLDEN VALLEY (Meteoric 90%)

Previous RC drilling by Meteoric on the Rutherfords Find prospect intersected gold mineralisation over a 250m strike length with a best intersection of 4m @ 10.1g/t Au from 71m. Meteoric is seeking expressions of interest for the purchase of this gold project.

WEBB (Meteoric 100% or right to acquire 90%)

Meteoric holds, or has rights to acquire 90% of, tenements covering a group of more than 50 discrete circular magnetic anomalies in the West Arunta region of WA. The magnetic anomalies are consistent in shape, size and amplitude with those associated with some kimberlite and lamproite pipes (being sources of diamonds) in Archean cratons and Proterozoic mobile belts. The magnetic targets may reflect a kimberlite or lamproite pipe field in an area of extensive windblown sand cover. Meteoric has reached an agreement in principle for diamond explorer GeoCrystal Limited to earn up to 70% of Meteoric’s interest by sole funding exploration, subject to GeoCrystal listing on ASX prior to 21 December 2012. A joint venture agreement is in preparation.

UNALY HILL SOUTH (Meteoric 100%, diluting)

Meteoric’s Unaly Hill South exploration licence covers a 2km strike length of the Atley Igneous Complex, a layered mafic intrusion containing vanadium-bearing magnetite horizons similar to the nearby Windimirra Complex currently in development. Black Ridge Mining may earn up to a 70% interest by sole funding exploration

WARREGO (Meteoric 100%, diluting)

During the year Sipa Resources completed a 1,636 line-km high resolution aeromagnetic and radiometric survey on Meteoric’s tenements near the old Warrego copper-gold mine near Tennant Creek, NT. The survey was designed to further investigate a number of aeromagnetic anomalies considered to have potential for Tennant Creek style magnetite-copper-gold mineralisation. Interpretation of the survey results is currently in progress.

The information in this report that relates to exploration is based on information compiled or reviewed by Roger Thomson BSc, ARSM, MAusIMM, who is a Member of the Australian Institute of Geoscientists. Roger Thomson is a director of Meteoric Resources NL. Roger Thomson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Roger Thomson consents to the inclusion of this information in the form and context in which it appears in this report

15 -

DIRECTORS’ REPORT

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

Your directors present their report on the Company for the year ended 30 June 2012.

DIRECTORS

The following persons were directors of Meteoric Resources NL (“ Meteoric ”) during the whole of the year 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 to explore mineral tenements in Western Australia, Northern Territory and New South Wales.

RESULTS FROM OPERATIONS

During the year the Company recorded an operating loss of $1,284,008 (2011: $1,585,685).

The loss from continuing operations includes $150,960 in respect of “equity-settled share based payments”. This was not a cash outlay and was brought to account by virtue of a requirement at law. Net of this figure, the loss from continuing operations for the year was $1,133,048.

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 and diluted loss per share for the financial period was 1.65 cents (2011: 2.25 cents).

FINANCIAL POSITION

The Company’s cash position as at 30 June 2012 was $1,168,935, a reduction from the 30 June 2011 cash balance which was $1,568,233. The decreased cash position is adequate to fund committed exploration expenditure.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Significant changes in the state of affairs of the Company during the financial period were the placement of 11,084,616 fully paid shares at an issue price of $0.065 each.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

No material matters have occurred subsequent to the end of the financial year which require reporting on other than 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 exploration operations in Australia which are subject to environmental regulations under both Commonwealth and State legislation.

The Company’s exploration manager is responsible for ensuring compliance with regulations. During or since the financial period there have been no known significant breaches of these regulations.

16 -

DIRECTORS’ REPORT

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

INFORMATION ON DIRECTORS AND COMPANY SECRETARIES

Peter Thomas

Chairman

Mr Thomas was a practising solicitor from 1980 until June 2011, specialising in the provision of corporate and commercial advice to explorers and miners. Since the mid-1980s, he has served on the boards of various listed companies. He is also non-executive founding chairman of Image Resources NL (since 19 April 2002), Magnetic Resources NL (since the company was incorporated on 23 August 2006), Emu Nickel NL (since the company was incorporated on 29 August 2007) and Middle Island Resources Limited (since 2 March 2010), each of which is ASX listed.

Mr Thomas has a relevant interest in 422,000 ordinary fully paid shares, 33,000 contributing shares and 1,300,000 options to acquire fully paid shares.

Roger Thomson

Managing Director

Mr Thomson is a geologist with more than 35 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 also an executive director of Magnetic Resources NL (since the company was incorporated on 23 August 2006). He was executive director of Emu Nickel NL from the date that company was incorporated on 29 August 2007 to 4 April 2012 and also of Image Resources NL from 19 April 2002 to 24 May 2012, each of which is ASX listed.

Mr Thomson has a relevant interest in 803,700 ordinary fully paid shares, 2,022,500 contributing shares and 1,500,000 options to acquire fully paid shares.

George Sakalidis

Executive Director

Mr Sakalidis is an exploration geophysicist with over 25 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 also exploration director of Image Resources NL (director since 13 May 1994, managing director from 13 June 2007 to 24 May 2012), managing director of Magnetic Resources NL (since the company was incorporated on 23 August 2006), non-executive director of Potash West NL (since the company was incorporated 12 November 2010) and managing director of Emu Nickel NL (since the company was incorporated 29 August 2007), each of which is ASX listed.

Mr Sakalidis has a relevant interest in 5,447,150 ordinary fully paid shares, 2,688,462 contributing shares and 1,500,000 options to acquire fully paid shares.

Rudolf Tieleman

Company Secretary

Mr Tieleman is an accountant with over 25 years’ experience in public practice. He has extensive knowledge in matters relating to the operation and administration of listed mining companies in Australia.

AUDIT COMMITTEE

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

REMUNERATION COMMITTEE

The Remuneration Committee comprises Messrs Thomas and Tieleman.

No remuneration committee meetings were held during the year.

MEETINGS OF DIRECTORS

During the financial year ended 30 June 2012, there were eight meetings of directors, each of which was attended by all the directors.

17 -

DIRECTORS’ REPORT

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

REMUNERATION REPORT (Audited)

Names of and positions held by key management personnel (defined by the Australian Accounting Standards as being “ those people having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. This includes an entity's directors ”) in office at any time during the financial year are:

Key Management Person	Position
Peter Thomas	Non-Executive Chairman
Roger Thomson	ManagingDirector
George Sakalidis	Executive Director
Rudolf Tieleman	CompanySecretary

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 ”) comprises Messrs Thomas and Tieleman and its mandate is to make recommendations to the Board with respect to appropriate and competitive remuneration and incentive policies (including basis for paying and the quantum of any bonuses), for key management personnel and others as considered appropriate to be singled out for special attention, which:

motivates them to contribute to the growth and success of the Company within an appropriate control framework;
aligns the interests of key leadership with the interests of the Company’s shareholders;
are paid within any limits imposed by the Constitution and make recommendations to the Board with respect to the need for increases to any such amount at the Company’s annual general meeting; and
in the case of directors, only permits participation in equity-based remuneration schemes after appropriate disclosure to, due consideration by and with the approval of the Company’s shareholders.

Non-Executive Directors

The committee is to ensure that non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements.
To the extent that the Company adopts a remuneration structure for its non-executive directors other than in the form of cash and superannuation, disclosure shall be made to stakeholders and approvals obtained as required by law and the ASX listing rules.

Incentive Plans and Benefits Programs

The committee is to:

review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. Except as otherwise delegated by the Board, the committee will act on behalf of the Board to administer equity-based 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;
ensure that, where practicable, incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide remuneration when they are achieved; and
review and, if necessary, improve any existing benefit programs established for employees.

Retirement and Superannuation Payments

Prescribed benefits were provided by the Company to all directors by way of superannuation contributions to externally managed complying superannuation funds during the year. These benefits were paid as superannuation contributions to satisfy (at least) the requirements of the Superannuation Contribution Guarantee Act and in satisfaction of any salary sacrifice requests. All contributions were made to accumulation type funds selected by the director and accordingly actuarial assessments were not required.

Relationship between Company Performance and Remuneration

There is no relationship between the financial performance of the Company for the current or previous financial year and the remuneration of the key management personnel. Remuneration is set having regard to market conditions and encourage the continued services of key management personnel.

Use of Remuneration Consultants

The Company did not employ the services of any remuneration consultant during the financial year ended 30 June 2012.

18 -

DIRECTORS’ REPORT

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

Key Management Personnel Remuneration

Key Management Personnel Remuneration	Key Management Personnel Remuneration	Key Management Personnel Remuneration	Key Management Personnel Remuneration	Key Management Personnel Remuneration	Key Management Personnel Remuneration

		Year ended 30 June	2012
Key Management Person	Short-term benefits Fees & contractual payments ($)	Post- employment Statutory superannuation ($)	Total cash and cash equivalent benefits ($)	Equity-settled share based payments (1) ($)	Total ($)
Peter Thomas Non-Executive Chairman	30,000	2,700	32,700	38,480	71,180
Roger Thomson Managing Director	91,020	2,700	93,720	44,400	138,120
George Sakalidis Executive Director	60,070	2,700	62,770	44,400	107,170
Rudolf Tieleman Company Secretary	33,660	-	33,660	23,680	57,340
Total	214,750	8,100	222,850	150,960	373,810


		Year ended 30 June	2011
Key Management Person	Short-term benefits Fees & contractual payments ($)	Post- employment Statutory superannuation ($)	Total cash and cash equivalent benefits ($)	Equity-settled share based payments ($)	Total ($)
Peter Thomas Non-Executive Chairman	30,000	2,700	32,700	-	32,700
Roger Thomson Managing Director	102,090	2,700	104,790	-	104,790
George Sakalidis Executive Director	72,005	2,700	74,705	-	74,705
Rudolf Tieleman Company Secretary	44,055	-	44,055	-	44,055
Total	248,150	8,100	256,250	-	256,250

Note (1) Equity remuneration represents share options granted during the year as approved at the general meeting of shareholders held 29 November 2011. These options were valued in accordance with International Financial Reporting Standards which specifies that an option-pricing model be applied to employees’ or directors’ stock options to estimate their fair value (the expression “ fair value ” – and derivatives thereof – wherever used in this report bears the meaning ascribed to that expression by the Australian Accounting Standards Board. “Fair value” commonly does not reflect realisable value and the Board does not represent that stated fair values reflect their view of market values. This observation is over-riding and shall prevail over any inconsistent possible interpretation) as at their grant date. The valuation was derived using a Black-Scholes Options Pricing Model. The options vested immediately. The options have an expiry date of 27 December 2016, an exercise price of $0.0915, and were valued at $0.0592 per option.

19 -

DIRECTORS’ REPORT

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

Consultant Agreements

A consulting agreement has been executed between the Company and Mr Sakalidis’ nominated associated entity under which Mr Sakalidis delivers consulting services to the Company. Either party may, in its sole and absolute discretion, terminate the engagement by providing 30 days written notice. The Company may, at its option, elect to pay the consultant the equivalent remuneration for the period of the notice and dispense with the notice period. There are no provisions for the payment of any other termination payments.

The Company is party to a separate consulting agreement with Mr Thomson’s nominee which is in the same form as the one above described.

Other major provisions of those agreements are set out as follows:

Contracted entity	Term of agreement	Rate	Reviewperiod	Increase
Leeman Pty Ltd (G Sakalidis)	No set term	$155.00 per hour	Annually on 1 July	Discretionary by Board
Regor Consulting Pty Ltd (R Thomson)	No set term	$135.00 per hour	Annually on 1 July

Messrs Thomas and Tieleman do not have employment contracts with the Company save to the extent that the Company’s constating documents comprise the same.

Guaranteed Rate Increases

There are no guaranteed rate increases fixed in the contracts of any of the key management personnel.

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 Fully Paid Ordinary Shares	Options over Fully Paid Ordinary Shares
			Expiring 23.12.2012	Expiring 27.12.2016
Peter Thomas	422,000	33,000	650,000	650,000
Roger Thomson	803,700	2,022,500	750,000	750,000
George Sakalidis	5,447,150	2,688,462	750,000	750,000
Total	6,672,850	4,743,962	2,150,000	2,150,000

SHARE OPTIONS GRANTED TO DIRECTORS AND OFFICERS

No options have been issued to directors or officers during or since the end of the financial year other than those noted above.

What follows in this Directors’ Report has not been subject to audit.

EMPLOYEES

At 30 June 2012, aside from directors who are for tax purposes treated as employees, the Company’s only other employees were part-time or casual staff. The same position prevailed at 30 June 2011.

CORPORATE STRUCTURE

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

ACCESS TO INDEPENDENT ADVICE

Each director has the right, so long as he is acting reasonably in the interests of the Company and in the discharge of his duties as a director, to seek independent professional advice and recover the reasonable costs thereof from the Company.

The advice shall only be sought after consultation about the matter with the chairman (where it is reasonable that the chairman be consulted) or, if it is the chairman that wishes to seek the advice or it is unreasonable that he be consulted, another director (if that be reasonable).

20 -

DIRECTORS’ REPORT

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

The advice is to be made immediately available to all Board members other than to a director against whom privilege is claimed.

INDEMNIFICATION AND 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. During the year an amount of $5,449 (2011: $5,656) was incurred in insurance premiums for this purpose.

OPTIONS

As at the date of this report there are the following unquoted options over unissued ordinary shares in the Company:

(a) 2,580,000 exercisable at $0.2249 per option on or before 23 December 2014 to acquire a fully paid share.
(b) 230,000 exercisable at $0.2370 per option on or before 21 December 2015 to acquire a fully paid share.
(c) 2,550,000 exercisable at $0.0915 per option on or before 27 December 2016 to acquire a fully paid share.

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

SIGNED: ROGER M THOMSON MANAGING DIRECTOR

Perth 28 September 2012

21 -

AUDITOR’S INDEPENDENCE DECLARATION

==> picture [513 x 102] intentionally omitted <==

To those charged with governance of Meteoric Resources NL

As auditor for the audit of Meteoric Resources NL for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been:

a) No contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and
b) No contraventions of any applicable code of professional conduct in relation to the audit.

Somes Cooke

SIGNED: NICHOLAS HOLLENS

Somes Cooke 1304 Hay Street West Perth WA 6005

28 September 2012

22 -

CORPORATE GOVERNANCE STATEMENT

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

Preamble

This statement is provided in compliance with the recommendations ( Recommendations ) in the ASX Corporate Governance Council’s second edition of the Corporate Governance Principles and Recommendations with 2010 amendments.

Reference is to be made to this Statement or the Directors’ Report for the information required by the Recommendations to appear in an Annual Report.

Except to the extent indicated in the “if not, why not” exception report appearing below, the Company has resolved that for so long as it is admitted to the official lists of the ASX, it shall abide by the ASX Recommendations.

Due to the exigencies and vagaries of commercial life and changing circumstances, there will, no doubt, be occasions when, especially because of the size of the Company and the composition of its Board, that it can be expected to depart from the policies and charters which it has adopted. These policies have been adopted on the basis that, in the circumstances of the Company, they reflect what is considered to reflect a reasonable aspiration. It is not expected that they will be slavishly adhered to. Their object is to focus attention upon the issues they address and provoke thought about and awareness of those issues and the pitfalls that one could otherwise fall into inadvertently. The important thing is to develop a culture conducive only to good and appropriate conduct and practices.

Honesty and integrity must be the overriding and guiding principle in all things- substance must prevail over form and lip service. The Company intends that adherence to these policies be a condition of each contract of employment or service.

The Board encourages all key management personnel, other employees, contractors and other stakeholders to monitor compliance with this Corporate Governance manual and periodically, by liaising with the Board, management and staff, especially in relation to observable departures from the intent of hereof and with and any ideas or suggestions for improvement. Suggestions for improvements or amendments can be made at any time by providing a written note to the chairman.

By force of its adopted policies as uploaded to its website or as a matter of practice (but this may change), the Company complies with the Recommendations, except to the extent set out below after the relevant recommendation under the subheading “if not, why not” :

	Recommendation/Comment/Exception 1. Lay solid foundations for management and oversight Companies should establish and disclose the respective roles and responsibilities of Board and management. 1.1 Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions. 1.2 Companies should disclose the process for evaluating the performance of senior executives. 1.3 Companies should provide the information indicated in the Guide to Reporting on Principle 1. 2. Structure the board to add value Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. 2.1 A majority of the board should be independent directors. *“If not, why not”:* There are three Directors on the Board, two of whom (Messrs G Sakalidis and RM Thomson) serve as executives and are not considered to be independent. As to the chair, Mr PS Thomas, refer the “If not, why not” response to Recommendation 2.2. 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 current number and the need for a board comprised of persons with a blend and diversity of traits, skills, gender, experience, expertise, entrepreneurialism, innovation, tenacity, vision and dedication in order to enliven the prospects of creating value for shareholders) it is thought by the Board that to appoint further directors (whose perceived independence is beyond doubt) or to procure the departure of one of the existing directors is unnecessary. The Board, which sits as the Nominations Committee, will regularly consider the composition of the Board. 2.2 The chair should be an independent director. *“If not, why not”:* See the “If not, why not” response to Recommendation 2.1. The chair, whilst considered to be independent, will work quite closely with the management team. 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 his role in the formation and early development and promotion of the Company, his shareholding in the Company and his remuneration as a Director compromises or materially interferes with his independent exercise of judgement and ability to act in an entirely disinterested manner in all things. 2.3 The roles of the chair and chief executive officer (or equivalent) should not be exercised by the same individual. 2.4 The board should establish a nomination committee. *“If not, why not”* The full Board undertakes, on an ad-hoc unstructured basis, the duties which would normally fall to a Nomination Committee. The Company does not currently have a formal Nomination Committee policy because of its size, limited resources and the composition of the Board.

23 -

CORPORATE GOVERNANCE STATEMENT

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

2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual Directors. 2.6 Companies should provide the information indicated in the Guide to Reporting on Principle 2. The skills, experience and period of office of Directors are set out in the Company’s Annual Report (Directors’ Report). Statements as to the composition of the board and the Company’s materiality thresholds are disclosed elsewhere in this Report. The Company does not currently have a formal nomination policy or committee. “If not, why not” Given the composition of the Company’s board, it is not possible to comply. The full Board undertakes, on an ad-hoc unstructured basis, the duties which would normally fall to a Nomination Committee. The Company does not currently have a formal Nomination Committee policy because of its size, limited resources and the composition of the Board. 3. Promote ethical and responsible decision- making

Companies should actively promote ethical and responsible decision-making.

3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to the: 3.1.1. practices necessary to maintain confidence in the Company’s integrity; 3.1.2. practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; 3.1.3. responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. “If not, why not”: The Company has not established a formal diversity policy. Its informal policy does not include requirements for the Board to seek to establish measurable objectives for achieving gender diversity. The Board does not think it useful to include measurable objectives in relation to gender but, rather, thinks capability and capacity are far more significant.
3.3 Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. “If not, why not”: See the response to 3.2 above.
3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. In compliance with the Company’s reporting requirement on that matter:  the proportion of women employees in the whole organisation is approximately 2/3rds (excluding directors);  there are currently no women in senior executive positions; and  there are currently no women on the board.
3.5 Companies should provide the information indicated in the Guide to Reporting on Principle 3. 4. Safeguard integrity in financial reporting Companies should have a structure to independently verify and safeguard the integrity of their financial reporting.
4.1 The board should establish an audit committee. “If not, why not”: The full Board undertakes the duties that would otherwise fall to the audit committee. The Company is small, has a small board with a tight management structure, relies on equity capital for funding and in all the circumstances of the Company the board does not perceive that the gains to be derived through the operation of a formal committee structured in the manner contemplated by the Recommendations can be cost justified.
4.2 The audit committee should be structured so that it: 4.2.1. consists only of non-executive directors; 4.2.2. consists of a majority of independent directors; 4.2.3. is chaired by an independent chair, who is not chair of the board; 4.2.4. has at least three members. “If not, why not”: See the response to 2.1 above. The Board structure makes it impossible to comply with this Recommendation. Until the Board is able to be structured properly in compliance with the Recommendations, the Audit Committee is comprised of all members of the Board.
4.3 The Audit Committee should have a formal charter. 4.4 Companies should provide the information indicated in Guide to Reporting on Principle 4. 5. Make timely and balanced disclosure Companies should promote timely and balanced disclosure of all material matters concerning the Company.
5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
5.2 Companies should provide the information indicated in the Guide to Reporting on Principle 5. 6. Respect the rights of shareholders Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.
6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.
6.2 Companies should provide the information indicated in the Guide to Reporting on Principle 6. 7. Recognise and manage risk
24 -

CORPORATE GOVERNANCE STATEMENT

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

	Companies should establish a sound system of risk oversight and management and internal control.
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of
	those policies.
	*“If not, why not”*
	If this requirement is directed at requiring such summary to appear in this statement, that has not happened because a copy of
	the Company Risk Management Policy can be viewed on the Company’s website.
7.2	The board should require management to design and implement the risk management and internal control system to manage the
	company’s material business risks and report to it on whether those risks are being managed effectively. The board should
	disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.
	*“If not, why not”*
	Management has not reported to the board as to the effectiveness of the Company’s management of its material business risks.
	Whilst the board recognises the benefit of the discipline of documenting such matters, the board has deployed its scarce
	resources to other endeavours in priority to the preparation of a written report on the matter of risk. Given that the Company has
	a Risk Management Policy in place and the nature, extent and scale of its operations are extremely limited with internal control
	measures already in place, the Company considers that it is managing its material business risks just as effectively as if a formal
	independent committee was established for the purpose recommended. The Company will review the need to require
	management to design and implement risk management and internal control systems as it develops.
17.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief
	financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded
	on a sound system of risk management and internal control and that the system is operating effectively in all material respects in
	relation to financial reporting risks.
7.4	Companies should provide the information indicated in Guide to Reporting on Principle 7.
	*“If not, why not”:*
	The Board has received declarations in accordance with section 295A of the Corporations Act.
	Whilst the board recognises the benefit of the discipline of documenting such matters, the board has deployed its scarce
	resources to other endeavours in priority to the preparation of a written report on the matter of risk given the Company has strict
	procedures in place and the board has an executive director who is well versed in the day to day affairs of the Company and
	knows what measures are in place.
8.	Remunerate fairly and responsibly
	Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to
	performance is clear.
8.1	The board should establish a remuneration committee.
8.2	The Remuneration Committee should be structured so that it:
	8.2.1. consists of a majority of independent directors;
	8.2.2. is chaired by an independent director;
	8.2.3. has at least three members.
	*“If not, why not”:*
	See the response to 2.1 above.
8.3	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and
	senior executives.
8.4	Companies should provide the information indicated in Guide to Reporting on Principle 8.
	*“If not, why not”:*
	The information required by the Recommendation appears elsewhere in this Annual Report except that during the year ended
	30 June 2012, the Board determined to put to shareholders for approval the proposition that equity based remuneration be
	provided to each director in accordance with the terms off the Notice of Meeting convening the 2011 Annual General Meeting.
	The Board was of the view that further review of remuneration was not desirable and was not to be undertaken given the state of
	the equity markets.
	Because the Board acted on an ad-hoc, unstructured basis as the Remuneration Committee, records were not maintained to
	enable full compliance.

25 -

CORPORATE GOVERNANCE STATEMENT

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

ADDITIONAL INFORMATION

The following information is required by the Recommendations to appear in this Statement. The board has agreed on the following guidelines for assessing the materiality of matters:
1. MATERIALITY – QUANTITATIVE 1.1. Statement of Financial Position items: Statement of Financial Position items are material if they have a value of more than 5% of pro-forma net assets.
1.2. Statement of Comprehensive Income items: Profit and loss items are material if they will have an impact on the current year operating result of 10% or more.
2. MATERIALITY – QUALITATIVE Items are also material if:
2.1. they are of a character that enlivens the obligation to disclose under either ASX Listing Rule 3.1 or the continuous disclosure obligations arising in terms of the Corporations Act;
2.2. they impact on the reputation of the Company; 2.3. they involve a breach of legislation; 2.4. they are outside the ordinary course of business; 2.5. they could affect the Company’s rights to its assets; 2.6. if accumulated they would trigger the quantitative tests; 2.7. they involve a contingent liability that would have a probable effect of 5% or more on Statement of Financial Position or Statement of Comprehensive Income items; or
2.8. they will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more than 10%.
3. MATERIAL CONTRACTS Contracts will be considered material if:
3.1. they are outside the ordinary course of business; 3.2. they contain exceptionally onerous provisions in the opinion of the Board; 3.3. they impact on income or distribution in excess of the quantitative tests; 3.4. there is a likelihood that either party will default, and the default may trigger any of the quantitative tests; 3.5. they are essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in cost of such a quantum, triggering any of the quantitative tests;
3.6. they contain or trigger change of control provisions; 3.7. they are between or for the benefit of related parties; or 3.8. they otherwise trigger the quantitative tests.
26 -

STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2012

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

Notes Revenue: Interest income Expenses: Depreciation expense 11 Exploration and tenement expenses Share based payments expense 21 Other expenses 3 (Loss) before income tax expense Income tax expense 4 (Loss) from continuing operations Other comprehensive income: Changes in the fair value of available-for-sale financial assets Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income for year attributable to members of the Company Basic (loss) per share (cents per share) 7 Diluted (loss) per share (cents per share) 7	2012 ($) 66,574 (14,651) (819,925) (150,960) (365,046) (1,284,008) - (1,284,008) (3,273) (3,273) (3,273) (1,287,281) (1.65) (1.65)	2011 ($) 103,429 (15,943) (1,288,774) - (384,397)
		(1,585,685) -
		(1,585,685)
		(18,691)
		(18,691)
		(1,604,376)
		(1,604,376)
		(2.25) (2.25)

The accompanying notes form part of these financial statements.

27 -

STATEMENT OF FINANCIAL POSITION As at 30 June 2012

==> picture [199 x 57] intentionally omitted <==

Notes Current Assets Cash and cash equivalents 8 Trade and other receivables 9 Other assets 10 Total Current Assets Non-Current Assets Property, plant and equipment 11 Other financial assets 12 Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables 13 Provisions 14 Total Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed equity 15 Reserves 15 Accumulated losses TOTAL EQUITY	2012 ($) 1,168,935 17,541 3,511 1,189,987 46,626 42,796 89,422 1,279,409 141,946 1,345 143,291 143,291 1,136,118 11,008,238 241,260 (10,113,380) 1,136,118	2011 ($) 1,568,233 44,061 4,806
		1,617,100
		61,277 46,905
		108,182

		1,725,282
		138,609 816
		139,425

		139,425

		1,585,857
		10,321,656 628,293 (9,364,092)
		1,585,857

The accompanying notes form part of these financial statements.

28 -

STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2012

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

Balance at 1.7.2010 Operating (loss) for the year Other comprehensive income Shares issued during the year Share issue costs Balance at 30.6.2011 Balance at 1.7.2011 Operating (loss) for the year Other comprehensive income Shares issued during the year Share issue costs Share based payments expense Expiry of unexercised director options Balance at 30.6.2012	Contributed Equity (Net of Costs) ($) Available for Sale Financial Assets Reserve Capital ($) Employee Benefits Reserve ($) Accumulated Losses ($) Total ($)
	9,467,781 21,964 625,020 (7,778,407) 2,336,358 - - - (1,585,685) (1,585,685) - (18,691) - - (18,691) 900,000 - - - 900,000 (46,125) - - - (46,125)
	10,321,656 3,273 625,020 (9,364,092) 1,585,857
	10,321,656 3,273 625,020 (9,364,092) 1,585,857 - - - (1,284,008) (1,284,008) - (3,273) - - (3,273) 720,500 - - - 720,500 (33,918) - - - (33,918) - - 150,960 - 150,960 - - (534,720) 534,720 -
	11,008,238 - 241,260 (10,113,380) 1,136,118

The accompanying notes form part of these financial statements.

29 -

STATEMENT OF CASH FLOWS For the year ended 30 June 2012

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

Notes CASH FLOWS FROM OPERATING ACTIVITIES Cash payments to suppliers and contractors Interest received Net cash (used in) operating activities 16 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment Payments for exploration and evaluation Purchase of new prospects Purchase of investments Net cash (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new issues of shares Share issue costs Net cash provided by financing activities Net (decrease) in cash held Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 8	2012 ($) (321,318) 66,574 (254,744) - (831,136) - - (831,136) 720,500 (33,918) 686,582 (399,298) 1,568,233 1,168,935	2011 ($) (341,739) 103,429
		(238,310)
		(501) (1,641,854) (7,928) (2,000)
		(1,652,283)
		900,000 (46,125)
		853,875
		(1,036,718) 2,604,951
		1,568,233

The accompanying notes form part of these financial statements.

30 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

This financial report includes the financial statements and notes of the Company.

NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements were authorised for issue on 28 September 2012.

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

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied 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 $916,000;
(b) current cash resources are considered adequate to fund the entity’s immediate operating and exploration activities however, given the state of the equity markets, the rate of expenditure on exploration as a whole has been reduced; and
(c) the Company has the ability to raise additional funds by the issue of additional shares or the sale of assets if a high level of exploration activity is to be undertaken.

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 for long service leave entitlements.

(c) Exploration and Evaluation Expenditure

All exploration and evaluation expenditure is expensed to Statement of Comprehensive Income as incurred. The effect of this is to increase the loss incurred from continuing operations as disclosed in the Statement of Comprehensive Income and to decrease the carrying values in the Statement of Financial Position. That the carrying value of mineral assets, as a result of the operation of this policy, is zero does not necessarily reflect the board’s view as to the market value of that asset.

(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 Statement of Financial Position are shown inclusive of GST.

31 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

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

Cash flows are presented in the statement of cash flows 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 income tax expense for the year comprises current income tax expense and deferred tax expense.

Current income tax expense charged to the Statement of Comprehensive Income is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities and assets are therefore measured at the amounts expected to be paid to or recovered from the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses, if any in fact are brought to account.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. 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 assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(g) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, and 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 Statement of Comprehensive Income. This policy has no application where paragraph (c) (Exploration and Evaluation Expenditure) applies.

(i) Earnings per Share

(i) Basic Earnings per Share – Basic earnings per share is determined by dividing the loss from continuing operations after related income tax expense by the weighted average number of ordinary shares outstanding during the financial period.
(ii) Diluted Earnings per Share – Options that are considered to be dilutive are taken into consideration when calculating the diluted earnings per share.

(j) Property, plant and equipment

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

Plant, equipment and motor vehicles are measured on the cost basis.

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

Depreciation

The depreciable amount of all plant, equipment and motor vehicles are depreciated on a straight-line basis over the asset’s useful life to the Company commencing from the time the asset is held ready for use.

32 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

The depreciation rates used for the class of plant, equipment and motor vehicle depreciable assets range between 20% and 100%.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of Financial Position date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

(k) Financial Instruments

Recognition and Initial Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset.

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through profit and loss, in which case transaction costs are expensed to profit and loss immediately.

Classification and Subsequent Measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as:

the amount at which the financial asset or financial liability is measured at initial recognition;

less principal repayments;

plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method ; and

less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit and loss.

The Company does not designate any interests in joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity or determinable payments.

They are subsequently measured at fair value with changes in such fair value (i.e. gains and losses) recognised in other comprehensive income (except for impairment losses and foreign exchange gains and losses). When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit and loss.

Available-for-sale financial assets are included in current assets where they are expected to be sold within 12 months after the end of the reporting period. All other financial assets are classified as non-current assets.

Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Fair Value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The

33 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

expression “fair value” – and derivatives thereof – wherever used in this report bears the meaning ascribed to that expression by the Australian Accounting Standards Board. “Fair value” commonly does not reflect realisable value and the Board does not represent that stated fair values reflect their view of market or realisable values. This observation is over-riding and shall prevail over any inconsistent possible interpretation.

Impairment

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the profit or loss.

Financial Guarantees

Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118.

The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on:

the likelihood of the guaranteed party defaulting in a year period;

the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and the maximum loss exposed if the guaranteed party were to default.

De-recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

(l) Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(m) Leases

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

Lease incentives under operating leases, if any, are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

(n) Interest in Joint Ventures

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

(o) 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.

(p) Share-based Payments and Value Attribution to Equity Remuneration/Benefits

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.

The International Financial Reporting Standards specifies that a valuation technique must be applied in determining the fair value of employees’ or directors’ stock options as at their grant date. No particular model is specified.

In respect of share options granted, the (theoretical) fair value is recognised over the vesting period as an employee benefit expense with a corresponding increase in equity. The theoretical fair value of the options is calculated at the date of grant taking into account the terms and conditions upon which the options were granted, 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.

The Directors do not consider the resultant value as determined by the Black-Scholes Option Pricing Model is in anyway representative of the market value of the share options issued, however, in the absence of reliable measure of the goods or services received, AASB 2: Share Based Payments prescribes the measurement of the fair value of the equity instruments granted. The Black-Scholes Option Pricing Model is an industry accepted method of valuing equity instruments, at the date of grant.

34 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

(q) Comparative Figures

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

(r) Segment Reporting

Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision maker (“CODM”), which has been identified by the company as the Managing Director and other members of the Board of directors.

(s) Critical Accounting Estimates, Assumptions, 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.

Taxation

Balances disclosed in the financial statements and the notes thereto related to taxation are based on best estimates by directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income tax legislation and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current tax position represents the directors’ best estimate pending an assessment being received from the Australian Taxation Office.

Environmental Issues

Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation and the directors understanding thereof. At the current stage of the Company’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate.

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. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

Share based payments

Share-based payment transactions, in the form of options to acquire ordinary shares, are ascribed a fair value using the Black-Scholes Option Pricing Model. This model uses assumptions and estimates as inputs.

(t) New Accounting Standards for Application in Future Periods

The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Company. The Company has decided not to adopt any of the new and amended pronouncements before this becomes mandatory. The Company’s assessment of the new and amended pronouncements that are relevant to the Company but applicable in future reporting periods is set out below:

AASB 9: Financial Instruments (December 2010) and AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] (applicable for annual reporting periods commencing on or after 1 January 2013).

These Standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments.

The key changes made to accounting requirements include:

simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;
simplifying the requirements for embedded derivatives;
removing the tainting rules associated with held-to-maturity assets;
removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;
allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument;
requiring financial assets to be reclassified where there is a change in an entity’s business model as they are initially classified based on: (a) the objective of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows; and
requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.

The Company has not yet been able to reasonably estimate the impact of these pronouncements on its financial statements.

35 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

AASB 2010–8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] (applies to periods beginning on or after 1 January 2012).

This Standard makes amendments to AASB 112: Income Taxes and incorporates Interpretation 121: Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB 112.

Under the current AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity expects to recover an asset by using it or by selling it. The amendments introduce a presumption that an investment property is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.

The amendments are not expected to significantly impact the Company.

AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) and AASB 2011–7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards [AASB 1, 2, 3, 5, 7, 9, 2009–11, 101, 107, 112, 118, 121, 124, 132, 133, 136, 138, 139, 1023 & 1038 and Interpretations 5, 9, 16 & 17] (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and Interpretation 112: Consolidation – Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. The Company has not yet been able to reasonably estimate the impact of this Standard on its financial statements.

AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either “joint operations” (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or “joint ventures” (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed).

AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a “structured entity”, replacing the “special purpose entity” concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. This Standard will affect disclosures only and is not expected to significantly impact the Company.

To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued. These Standards are not expected to significantly impact the Company.

AASB 13: Fair Value Measurement and AASB 2011–8: Amendments to Australian Accounting Standards arising from AASB 13 [AASB 1, 2, 3, 4, 5, 7, 9, 2009–11, 2010–7, 101, 102, 108, 110, 116, 117, 118, 119, 120, 121, 128, 131, 132, 133, 134, 136, 138, 139, 140, 141, 1004, 1023 & 1038 and Interpretations 2, 4, 12, 13, 14, 17, 19, 131 & 132] (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement.

AASB 13 requires:

inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and
enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) to be measured at fair value.

These Standards are not expected to significantly impact the Company.

AASB 2011–9: Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049] (applicable for annual reporting periods commencing on or after 1 July 2012).

The main change arising from this Standard is the requirement for entities to Company items presented in other comprehensive income (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently.

This Standard affects presentation only and is therefore not expected to significantly impact the Company.

AASB 119: Employee Benefits (September 2011) and AASB 2011–10: Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) [AASB 1, AASB 8, AASB 101, AASB 124, AASB 134, AASB 1049 & AASB 2011–8 and Interpretation 14] (applicable for annual reporting periods commencing on or after 1 January 2013).

These Standards introduce a number of changes to accounting and presentation of defined benefit plans. The Company does not have any defined benefit plans and so is not impacted by the amendment.

AASB 119 (September 2011) also includes changes to the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of:

for an offer that may be withdrawn – when the employee accepts;
for an offer that cannot be withdrawn – when the offer is communicated to affected employees; and
where the termination is associated with a restructuring of activities under AASB 137: Provisions, Contingent Liabilities and Contingent Assets, and if earlier than the first two conditions – when the related restructuring costs are recognised.
36 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

The Company has not yet been able to reasonably estimate the impact of these changes to AASB 119.

NOTE 2 OPERATING SEGMENTS

Segment Information

Identification of reportable segments

The Company has identified that it operates in only one segment based on the internal reports that are reviewed and used by the board of directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company's principal activity is mineral exploration.

Revenue and assets by geographical region

The Company's revenue is received from sources and assets are located wholly within Australia.

Major customers

Due to the nature of its operations, the Company does not provide products and services.

NOTE 3 EXPENDITURE Other Expenses Occupancy costs Filing and ASX Fees Corporate and management Other expenses from continuing operations	2012 ($) 90,000 21,077 149,950 104,019 365,046	2011 ($) 90,000 28,643 158,250 107,504
		384,397

37 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 4 INCOME TAX EXPENSE The components of tax expense comprise: Current tax Deferred tax asset/liability The prima facie tax on loss from ordinary activities before income tax is reconciled to income tax as follows: Loss from continuing operations before income tax Prima facie tax benefit attributable to loss from continuing operations before income tax at 30% Tax effect of Non-allowable items  Share based payments  Other Deferred tax benefit on tax losses not brought to account Income tax attributable to operating loss Unrecognised temporary differences Net deferred tax assets (calculated at 30%) have not been recognised in respect of the following items: Prepayments Provisions Unrecognised deferred tax assets relating to the above temporary differences Unrecognised deferred tax assets The Company has accumulated tax losses of $9,827,410 (2011: $8,691,404). The potential deferred tax benefit of these losses ($2,948,223) will only be recognised if:	2012 ($) - - - 1,284,008 385,202 (45,288) 888 (340,802) - (1,053) 8,861 7,808	2011 ($) - -
		-
		1,585,685
		475,705 - (19,868) (455,837)
		-
		(1,442) 10,634
		9,192

(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.

NOTE 5 KEY MANAGEMENT PERSONNEL COMPENSATION Short-term employee benefits Post-employment benefits Equity-settled share based payments	2012 ($) 214,750 8,100 150,960 373,810	2011 ($) 248,150 8,100 -
		256,250

Further key management personnel remuneration information has been included in the Remuneration Report section of the Directors Report.

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

38 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

Options held by Key Management Personnel

The number of options over fully paid ordinary shares in the Company held at the beginning and end of the year and movements during the financial year by key management personnel and/or their related entities are set out below:

30 June 2012:

30 June 2012:
Name	Balance at the start of the year	Granted during the year	Lapsed during the year	Other changes during the year	Balance at the end of the year	Vested & exercisable at the end of the year
Peter Thomas	1,450,000	650,000	(800,000)	-	1,300,000	1,300,000
Roger Thomson	1,550,000	750,000	(800,000)	-	1,500,000	1,500,000
George Sakalidis	1,550,000	750,000	(800,000)	-	1,500,000	1,500,000
Rudolf Tieleman	250,000	400,000	-	-	650,000	650,000
Total	4,800,000	2,550,000	(2,400,000)	-	4,950,000	4,950,000

30 June 2011:

Name	Balance at the start of the year	Granted during the year	Lapsed during the year	Other changes during the year	Balance at the end of the year	Vested & exercisable at the end of the year
Peter Thomas	2,250,000	-	(800,000)	-	1,450,000	1,450,000
Roger Thomson	2,350,000	-	(800,000)	-	1,550,000	1,550,000
George Sakalidis	2,350,000	-	(800,000)	-	1,550,000	1,550,000
Rudolf Tieleman	250,000	-	-	-	250,000	250,000
Total	7,200,000	-	(2,400,000)	-	4,800,000	4,800,000

39 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

Shares held by Key Management Personnel

The number of shares and partly-paid contributing shares (on which $0.20 is payable to convert those partly-paid shares to fully paid shares) in the Company held at the beginning and end of the year and net movements during the financial year by key management personnel and/or their related entities are set out below:

30 June 2012:

Name	Balance at the start of theyear	Share movements	Balance at the end of the year
Peter Thomas Ordinary shares Contributingshares	422,000 33,000	- -	422,000 33,000
Roger Thomson Ordinary shares Contributingshares	625,000 2,022,500	30,000 -	655,000 2,022,500
George Sakalidis Ordinary shares Contributingshares	4,730,150 2,688,462	717,000 -	5,447,150 2,688,462
Rudolf Tieleman Contributingshares	500,000	-	500,000
Total Ordinary shares Total Contributing shares	5,777,150 5,243,962	747,000 -	6,524,150 5,243,962

30 June 2011:

Name	Balance at the start of theyear	Share movements	Balance at the end of the year	Balance at the end of the year
Peter Thomas Ordinary shares Contributingshares	422,000 33,000	- -	422,000 33,000
Roger Thomson Ordinary shares Contributingshares	485,000 2,022,500	140,000 -	625,000 2,022,500
George Sakalidis Ordinary shares Contributingshares	4,070,160 2,688,462	659,990 -	4,730,150 2,688,462
Rudolf Tieleman Contributingshares	500,000	-	500,000
Total Ordinary shares Total Contributing shares	4,977,160 5,243,962	799,990 -	5,777,150 5,243,962
NOTE 6 AUDITORS REMUNERATION Amounts received or due and receivable by the auditors of the Company for: Auditing and reviewing the financial report Other		2012 ($) 21,000 1,050 22,050
				19,500

40 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 7 EARNINGS PER SHARE	2012	2011
	($)	($)
The following reflects the earnings and share data used in the calculation of basic
and diluted earnings per share
Loss for the year	(1,284,008)	(1,585,685)
Earnings used in calculating basic and diluted earnings per share	(1,284,008)	(1,585,685)
Weighted average number of ordinary shares used in calculating basic and diluted
earnings per share	77,724,123	70,478,566
The Company had 27,504,727 (2011 – 27,504,727) partly-paid contributing shares and 5,360,000 options (2011 – 5,210,000) over fully paid
ordinary shares and partly-paid contributing shares on issue at balance date. Options and contributing shares 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.

NOTE 8 CASH AND CASH EQUIVALENTS Cash at bank Deposits at call NOTE 9 TRADE AND OTHER RECEIVABLES Trade receivables GST refundable NOTE 10 OTHER ASSETS Prepayments NOTE 11 PROPERTY, PLANT AND EQUIPMENT Plant, equipment and motor vehicles Less: Accumulated depreciation Reconciliations of the carrying amounts of plant and equipment from the beginning to the end of the financial year. Plant and equipment Carrying amount at beginning of year Additions Disposals Depreciation expense Total plant, equipment and motor vehicles at end of year	2012 ($) 116,930 1,052,005 1,168,935 2012 ($) 1,247 16,294 17,541 2012 ($) 3,511 2012 ($) 82,794 (36,168) 46,626 61,277 - - (14,651) 46,626	2011 ($) 161,265 1,406,968
		1,568,233
		2011 ($) 2,013 42,048
		44,061
		2011 ($) 4,806
		2011 ($) 94,315 (33,038)
		61,277
		76,718 501 - (15,943)
		61,277

41 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 12 OTHER FINANCIAL ASSETS Non-Current Available-for-sale financial assets – shares in listed corporations Security deposits Investments in related parties Available-for-sale financial assets includes the following investments held in director- related party entities: Magnetic Resources NL – fully paid shares Magnetic Resources NL – partly-paid shares NOTE 13 TRADE AND OTHER PAYABLES Trade creditors and accruals NOTE 14 CURRENT PROVISIONS Leave accruals	2012 ($) 6,196 36,600 42,796 3,289 1,000 4,289 2012 ($) 141,946 2012 ($) 1,345	2011 ($) 10,305 36,600
		46,905
		6,667 67
		6,734
		2011 ($)
		138,609
		2011 ($)
		816

42 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 15 ISSUED CAPITAL 2012 No. $ Contributed Equity – Ordinary Shares At the beginning of the year 74,029,251 10,251,948 Issue of shares at $0.15 - - Issue of shares at $0.065 11,084,616 720,500 Share issuance costs - (33,918) Closing balance: 85,113,867 10,938,530 Contributed Equity – Contributing Shares – Partly-paid At the beginning of the year 27,504,727 69,708 Issue of shares at $0.00 - - Closing balance: 27,504,727 69,708 Reserves Available-for sale financial assets reserve - Employee benefits reserve (i) 241,260 Closing balance 241,260 (i) The employee benefits reserve is used to recognise the fair value of options issued. Options The Company had the following options over un-issued fully paid ordinary shares and partly-paid contributing ordinary shares at the end of the year: Options exercisable at $0.065 on or before 16.11.2011 to acquire partly-paid contributing shares - lapsed - Options exercisable at $0.2249 on or before 23.12.2014 to acquire fully paid ordinary shares 2,580,000 Options exercisable at $0.2370 on or before 21.12.2015 to acquire fully paid ordinary shares 230,000 Options exercisable at $0.0915 on or before 27.12.2016 to acquire fully paid ordinary shares 2,550,000 Total Options 5,360,000	2011	2011

	No.	$
	68,029,251 6,000,000 - -	9,398,073 900,000 - (46,125) 10,251,948 69,708 - 69,708 3,273 625,020 628,293
	74,029,251
	23,504,727 4,000,000
	27,504,727
	2,400,000 2,580,000 230,000 - 5,210,000

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.

43 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 16 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 Profit on sale/change in value of investments Share based payments Changes in operating assets and liabilities: Decrease in trade and other receivables relating to operating activities Decrease / (Increase) in prepayments Increase in trade and other payables in relation to operating activities Increase in provisions Cash flow from operations	2012 ($) (1,284,008) 14,651 819,925 835 150,960 26,520 1,295 14,549 529 (254,744)	2011 ($) (1,585,685) 15,943 1,288,774 - - 17,169 (2,125) 27,164 450
		(238,310)

NOTE 17 TENEMENT EXPENDITURES CONDITIONS

The Company has certain obligations to perform minimum exploration work on the tenements in which it has an interest. These obligations may in some circumstances, be varied or deferred. 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 $535,500. Of this amount, $59,500 is expected to be met by JV participants as a result of various joint ventures. The Company has the ability to diminish its exposure under these commitments through the application of a variety of techniques including applying for exemptions (from the regulatory expenditure obligations), surrendering tenements, relinquishing portions of tenements or entering into farm-out agreements whereby third parties bear the burdens of such obligation in whole or in part.

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) or “farming out” (diluting) interests in tenements. The following is a list of unincorporated exploration joint ventures under which the Company has earned, is earning or diluting an interest:

earned, is earning or diluting an interest:
Name of Project	%
	Interest
Image Resources JV	100% with a 1% royalty payable to Image
Geocrystal JV (Commencement subject to Geocrystal’s listing on ASX)	100%, potential dilution to 30%
Black Ridge Mining JV	100%, diluting
Emmerson Resources JV	70%, contributing
Sipa JV	100%, diluting
Awati JV	51%, contributing

NOTE 19 TENEMENT ACCESS

Native Title and Freehold

All or some of the tenements in which the Company has an interest are or may be affected by native title.

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

The existence of native title and heritage issues 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.

As a general proposition, a tenement holder must obtain the consent of the owner of freehold before conducting operations on the freehold land. Unless it already has secured such rights, there can be no assurance that the Company will secure rights to access those portions (if any) of the Tenements encroaching freehold land but, importantly, native title is extinguished by the grant of freehold so if and whenever the Tenements encroach freehold the Company is in the position of not having to abide by the Native Title Act in respect of the area of encroachment albeit aboriginal heritage matters still be of concern.

NOTE 20 EVENTS SUBSEQUENT TO REPORTING DATE

No matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years other than the matters referred to in the directors' report or as reported to ASX.

44 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

NOTE 21 EQUITY-SETTLED SHARE BASED PAYMENTS

On 27 December 2011, 2,550,000 share options were granted to directors and the company secretary to take up ordinary shares. The options are exercisable on or before 27 December 2016, are not listed, hold no voting or dividend rights, are transferable and vested immediately upon issue. Each option was ascribed a fair value of $0.0592, calculated using the Black-Scholes Option Pricing Model applying the following inputs:

Exercise price: $0.0915 Life of option: 5 years Expected share price volatility: 172% Risk-free interest rate: 4.04% Discount factor for being unlisted and associated lack of marketability 20%

The share based payments expense (assessed by reference to “fair value”) shown in the financial report amounted to $150,960 (2011: $Nil).

NOTE 22 RELATED PARTY AND RELATED ENTITY TRANSACTIONS

The Company is party to a Serviced Offices Agreement with Image Resources NL ( Image ), a director-related party, whereby Image has agreed to provide the Company with serviced offices at 16 Ord Street, West Perth for a fee of $7,500 per month, terminable at will by either party on one month’s notice. The amount owing at 30 June 2012 under that arrangement amounted to $49,500 including GST.

Particulars of contractual arrangements and financial benefits provided to the key management personnel are detailed in the directors’ report. The total amount owing to directors and/or director-related parties (including GST) at 30 June 2012 was $30,334 (2011: $44,495).

Save as disclosed above, there were no related party or related entity transactions.

NOTE 23 CONTINGENT LIABILITIES

Native Title

Tenements are commonly (but not invariably) affected by native title.

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

NOTE 24 FINANCIAL INSTRUMENTS DISCLOSURE

(a) Financial Risk Management Policies

The Company’s financial instruments consist of deposits with banks, receivables, available-for-sale financial assets and payables.

Risk management policies are approved and reviewed by the board. The use of hedging derivative instruments is not contemplated at this stage of the Company’s development.

Specific Financial Risk Exposure and Management

The main risks the Company is exposed to through its financial instruments, are interest rate and liquidity risks.

Interest Rate Risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.

Liquidity Risk

The Company manages liquidity risk by monitoring forecast cash flows, cash reserves, liquid investments, receivables and payables.

Capital Risk

The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Company’s activities being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raising as required.

45 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

The working capital position of the Company at 30 June 2012 and 30 June 2011 was as follows:

Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position	2012 ($) 1,168,935 17,541 (141,946) 1,044,530	2011 ($) 1,568,233 44,061 (138,609)
		1,473,685

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 Statement of Financial Position and notes to the financial statements.

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

The following table provides information regarding the credit risk relating to cash and cash equivalents based on credit ratings:

	2012	2011
	($)	($)
AAA rated	-
AA rated	-
A rated	1,168,935	1,568,233

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

Trade and other receivables Trade receivables GST and tax refundable	2012 ($) 1,247 16,294 17,541	2011 ($) 2,013 42,048
		44,061

(b) Financial Instruments

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

Financial Instrument composition and maturity analysis

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

2012 Weighted Average Effective Interest Rate %	Floating Interest Rate ($) Non-Interest Bearing ($) Total ($)
Financial Assets: Cash and cash equivalents Trade and other receivables Available-for-sale financial assets Total Financial Assets 4.30% Financial Liabilities: Trade and other payables Net Financial Assets	1,168,792 143 1,168,935 - 17,541 17,541 - 42,796 42,796
	1,168,792 60,480 1,229,272
	- (141,946) (141,946)
	1,168,792 (81,466) 1,087,326

Trade and other payables are expected to be paid as follows: Less than 6 months	2012 ($) (141,946)
	(141,946)

46 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

2011	Weighted Average
	Effective Interest Rate	Floating Interest Rate	Non-Interest Bearing		Total
	%	($)	($)		($)
Financial Assets:
Cash and cash equivalents		1,568,090		143	1,568,233
Trade and other receivables		-	44,061			44,061
Available-for-sale financial
assets		-	10,305			10,305
Total Financial Assets	5.49%	1,568,090	54,509		1,622,599
Financial Liabilities:
Trade and other payables		-	(138,609)		(138,609)
Net Financial Assets		1,568,090	(84,100)		1,483,990
						2011
						($)
Trade and other payables are expected to be paid as follows:
Less than 6 months					(138,609)
					(138,609)
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value
hierarchy reflecting the significance of the inputs used in making		the measurements. The fair value hierarchy consists of the following levels:
Quoted prices in active markets	for identical assets or liabilities (Level 1);
Inputs other than quoted prices	included within Level 1 that	are observable for the asset or liability, either directly (as prices) or indirectly
(derived from prices) (Level 2); and
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level				3).
2012	Level 1	Level 2	Level 3		Total
	$	$	$		$
Financial Assets:
Financial assets at fair value through
profit or loss:
Available-for-sale financial assets:
- Listed investments	42,796		-	-	42,796
	42,796		-	-	42,796
2011	Level 1	Level 2	Level 3		Total
	$	$	$		$
Financial Assets:
Financial assets at fair value through
profit or loss:
Available-for-sale financial assets:
- Listed investments	46,905		-	-	46,905
	46,905		-	-	46,905

(c) Financial Instruments Measured at Fair Value

47 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2012

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

(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:

		2012	2011
		$	$
Change	in loss – increase/(decrease):
-	Increase in interest rate by 2%	(23,379)	(31,362)
-	Decrease in interest rate by 2%	23,379	31,362
Change	in equity – increase/(decrease):
-	Increase in interest rate by 2%	23,379	31,362
-	Decrease in interest rate by 2%	(23,379)	(31,362)

48 -

DIRECTORS’ DECLARATION

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

The directors of the Company declare that:

the accompanying financial statements and notes are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards and the Corporations Act 2001;
(b) give a true and fair view of the financial position as at 30 June 2012 and performance for the year ended on that date of the Company; and
(c) the audited remuneration disclosures set out in the Remuneration Report section of the Directors’ Report for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001;
the Chief Financial Officer has declared pursuant to section 295A(2) of the Corporations Act 2001 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;
the directors have included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards.

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

SIGNED: ROGER M THOMSON MANAGING DIRECTOR

PERTH

Dated this 28th day of September 2012

49 -

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF METEORIC RESOURCES NL

==> picture [513 x 103] intentionally omitted <==

Report on the Financial Report

We have audited the accompanying financial report of Meteoric Resources NL which comprises the statement of financial position as at 30 June 2012, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply 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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

Independence

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

Opinion

In our opinion:

(a) the financial report of Meteoric Resources NL is in accordance with the Corporations Act 2001 , including:

(i) giving a true and fair view of the entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
50 -

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF METEORIC RESOURCES NL

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 18 to 20 of the directors’ report for the year ended 30 June 2012. 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.

Opinion

In our opinion the Remuneration Report of Meteoric Resources NL for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.

Somes Cooke

SIGNED: NICHOLAS HOLLENS

Somes Cooke 1304 Hay Street West Perth WA 6005

28 September 2012

51 -

TENEMENT SCHEDULE

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

Tenement	Nature of Interest	Project	Equity (%)
E16/0372	Granted	COORARA(ULARING)	100%
E16/0426	Granted	COORARA MT FINNERTY	100%
E16/0433	Granted	COORARA SOUTH	100%
E52/1851	Granted	ROBINSON RANGE	100%
E52/2067	Granted	WILTHORPE	90%
E52/2163	Granted	ROBINSON RANGE	100%
E52/2412	Granted	ROBINSON RANGE(FLINT)	100%
E52/2627	Granted	WILTHORPE	100%
E57/0760	Granted	FOUR CORNERS(Black Ridge JV)	Dilutingfrom 100%
E77/1745	Granted	GOLDEN VALLEY(BULLFINCH)	90%
E80/4235	Granted	ELIZABETH HILLS	Dilutingfrom 100%
E80/4407	Granted	ANGAS HILL(WEBB)	Dilutingfrom 100%
E80/4506	Granted	WEBB DIAMONDS	Dilutingfrom 100%
E80/4737	Application	WEBB DIAMONDS	Dilutingfrom 100%
EL23764	Granted	WARREGO NORTH(Sipa JV)	Dilutingfrom 100%
EL24138	Granted	WARREGO NORTH(Sipa JV)	Dilutingfrom 100%
EL24255	Granted	WARREGO NORTH(Sipa JV) (CHOOK)	Dilutingfrom 100%
EL24257	Application	WARREGO SOUTH(Sipa JV)	Dilutingfrom 100%
EL24363	Granted	WARREGO NORTH(Sipa JV) (WEST)	Dilutingfrom 100%
EL28693	Application	WARREGO NORTH(Sipa JV) (WEST)	Dilutingfrom 100%
EL6286	Granted	TIBOOBURRA(Awati JV)	51%
EL6663	Granted	TIBOOBURRA(Awati JV)	51%
EL7437	Granted	TIBOOBURRA(Awati JV)	51%
MLC217	Granted	BARKLY	70%
MLC218	Granted	BARKLY	70%
MLC219	Granted	BARKLY	70%
MLC220	Granted	BARKLY	70%
MLC221	Granted	BARKLY	70%
MLC222	Granted	BARKLY	70%
MLC223	Granted	BARKLY	70%
MLC224	Granted	BARKLY	70%
MLC57	Granted	BARKLY	70%
EL28620	Granted	BARKLY	100%*

The tenement is held as to 100% by the Company save that in respect of a singular graticular block it holds a mere 70% interest.
52 -

OTHER INFORMATION

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

The following information was applicable as at 20 September 2012.

Share and Option holdings

and Option holdings
Category(Size of Holding)	Fully Paid Ordinary Shares	Partly-Paid Contributing Shares	Options 23.12.2014	Options 21.12.2015	Options 27.12.2016
1 to 1,000	440	298
1,001 to 5,000	286	426	3	1
5,001 to 10,000	152	58	2	3
10,001 to 100,000	412	86	4	5
100,001 and over	130	46	4	-	4
Total	1,420	914	13	9	4

The number of shareholdings held in less than marketable parcels is 974 fully paid ordinary shares and 889 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 20 September 2012:

Shareholder Name	Number of Shares	% of Issued Share Capital
Custodial Services Ltd	8,097,303	9.51
Image Resources NL	5,846,000	6.87
Total	13,943,303	16.38

Twenty largest shareholders – Quoted fully paid ordinary shares:

	Shareholder Name	Number of Shares	% of Issued Share Capital
1.	Custodial Services Ltd	8,097,303	9.51
2.	Image Resources NL	5,846,000	6.87
3.	George Sakalidis	3,220,201	3.78
4.	UOB KayHian Private Ltd	2,470,435	2.90
5.	Corridor Nominees PtyLtd	2,300,000	2.70
6.	Leeman PtyLtd	2,153,287	2.53
7.	Nicole Gallin and K Haynes	1,881,000	2.21
8.	Nalmor PtyLtd	1,700,000	2.00
9.	CiticorpNominees PtyLtd	1,509,915	1.77
10.	David C and Pamela C Neesham A/c>	1,156,492	1.36
11.	John S Nitschke	1,000,000	1.17
12.	Ocean View Nominees PtyLtd	1,000,000	1.17
13.	Allua Holdings PtyLtd	1,000,000	1.17
14.	Corporate PropertyServices PtyLtd	838,462	0.99
15.	RosemaryEA Green	800,000	0.94
16.	Roger M and RosemaryO Thomson	788,700	0.93
17.	Foresight PtyLtd	769,230	0.90
18.	GaryC and Judith A Dickie	750,000	0.88
19.	Peter W and Maureen J Taylor	748,950	0.88
20.	Richsham Nominees PtyLtd	734,500	0.86
	Total	38,764,475	45.52

53 -

OTHER INFORMATION

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

Twenty largest shareholders – Quoted partly-paid contributing shares:

	Shareholder Name	Number of Shares	% of Issued Share Capital
1.	George Sakalidis	2,653,562	9.65
2.	Roger M and RosemaryO Thomson	2,022,500	7.35
3.	Ian R Baron	2,000,000	7.27
4.	Distinct Racing& BreedingPtyLtd	1,488,157	5.41
5.	Meggsies PtyLtd	1,154,466	4.20
6.	AnthonyJ and Jeanette Vetter	1,150,000	4.18
7.	Goffacan PtyLtd	1,103,272	4.01
8.	ABN Amro ClearingSydneyNominees PtyLtd	817,761	2.97
9.	Denis L Ribton	765,000	2.78
10.	Nicole Gallin and Kyle Haynes	683,333	2.48
11.	Corridor Nominees PtyLtd	666,667	2.42
12.	Estate MaryG Neild	641,402	2.33
13.	CappigFinance PtyLtd	625,000	2.27
14.	Custodial Services Ltd	611,250	2.22
15.	Russell Nominees PtyLtd	500,000	1.82
16.	AnthonyJ Vetter	370,000	1.35
17.	GaryC and Judith A Dickie	366,667	1.33
18.	QueenswayInvestments PtyLtd	350,000	1.27
19.	Ocean View Nominees PtyLtd	350,000	1.27
20.	Travel & Sports Australia PtyLtd	300,000	1.09
	Total	18,619,037	67.67

All option holders – All options are unquoted:

	Optionholder Name	Options Expiring 23.12.2014	Options Expiring 21.12.2015	Options Expiring 27.12.2016	Total Options Held	% Held
1.	George Sakalidis	750,000	-	750,000	1,500,000	27.99
2.	Roger M Thomson	750,000	-	750,000	1,500,000	27.99
3.	Peter S Thomas	650,000	-	650,000	1,300,000	24.25
4.	Rudolf Tieleman	250,000	-	400,000	650,000	12.12
5.	Employee Share Option Plan Participants	180,000	230,000	-	410,000	7.65
	Total	2,580,000	230,000	2,550,000	5,360,000	100.00

54 -

OTHER INFORMATION

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

There are a total of 85,113,867 fully paid ordinary shares, 27,504,727 partly-paid contributing shares and 5,360,000 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.

55 -

AI assistant

METEORIC RESOURCES NL — Annual Report 2012

65311_rns_2012-09-30_2780ba13-93c4-481f-8d76-6d1d2c1db7fe.pdf

Meteoric.msg

NL

ANNUAL REPORT FINANCIAL YEAR ENDED 30 JUNE 2012

CONTENTS

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE

BANKERS

AUDITORS

REGISTERED OFFICE

FOR SHAREHOLDER INFORMATION CONTACT

COMPANY CODE

SHARE REGISTRY

ISSUED CAPITAL

REVIEW OF OPERATIONS

PROJECT SUMMARIES

Barkly (Meteoric mostly 100%)

REVIEW OF OPERATIONS

TIBOOBURRA (Meteoric 51%)

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS

Kink

Phoenix

REVIEW OF OPERATIONS

COORARA (Meteoric 100%)

REVIEW OF OPERATIONS

Coorara RC Drilling Results

REVIEW OF OPERATIONS

ROBINSON RANGE (Meteoric 100%)

WILTHORPE (Meteoric 90%)

GOLDEN VALLEY (Meteoric 90%)

WEBB (Meteoric 100% or right to acquire 90%)

UNALY HILL SOUTH (Meteoric 100%, diluting)

WARREGO (Meteoric 100%, diluting)

DIRECTORS’ REPORT

DIRECTORS

PRINCIPAL ACTIVITIES

RESULTS FROM OPERATIONS

DIVIDENDS

REVIEW OF OPERATIONS

EARNINGS PER SHARE

FINANCIAL POSITION

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

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

Rudolf Tieleman

Company Secretary

AUDIT COMMITTEE

REMUNERATION COMMITTEE

MEETINGS OF DIRECTORS

DIRECTORS’ REPORT

REMUNERATION REPORT (Audited)

Key Management Personnel Remuneration and Incentive Policies

Non-Executive Directors

Incentive Plans and Benefits Programs

Retirement and Superannuation Payments

Relationship between Company Performance and Remuneration

Use of Remuneration Consultants

DIRECTORS’ REPORT

Key Management Personnel Remuneration

DIRECTORS’ REPORT

Consultant Agreements

METEORIC RESOURCES NL Annual Report 2012