MURRAY COD AUSTRALIA LIMITED — Annual Report 2013

Oct 28, 2013

==> picture [142 x 53] intentionally omitted <==

TIMPETRA RESOURCES LIMITED

ANNUAL REPORT FOR YEAR ENDED 30 JUNE 2013

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE DIRECTORY

ABN 74 143 928 625

Directors

Martin Priestley Hamish Collins Douglas O’Neill

Company Secretary

Nicholas Geddes

Registered office

Suite 302, Level 3,70 Pitt Street Sydney, NSW Australia 2000 Telephone: +61 2 Facsimile: +61 2

Solicitors

Middletons Level 31,1 O’Connell Street Sydney, NSW Australia 2000 Telephone: +612 9513 2300 Facsimile: +612 9513 2399

Bankers

ANZ Group 20 Martin Place Sydney, NSW, Australia 2000

Auditors

Ernst & Young 680 George Street Sydney, NSW Australia 2000

Brokers

Ord Minnett Level 8, NAB House 255 George Street Sydney, NSW Australia 2000

Page | 2

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CONTENTS	Page
CHAIRMANS LETTER	4
CORPORATE GOVERNANCE STATEMENT	5
DIRECTORS’ REPORT	11
AUDITOR INDEPENDENCE DECLARATION	22
STATEMENT OF COMPREHENSIVE INCOME	23
STATEMENT OF FINANCIAL POSITION	24
STATEMENT OF CHANGES IN EQUITY	25
STATEMENT OF CASH FLOWS	26
NOTES TO THE FINANCIAL STATEMENTS	27
DIRECTORS’ DECLARATION	50
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES	51
INDEPENDENT AUDIT REPORT	53

Page | 3

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CHAIRMANS LETTER

Dear Shareholder,

This is the third Annual Report of the Company, following its listing on the ASX on March 30[th] 2011.

The financial year ending 30[th] June 2013 marked the first full year of tenure of Directors Martin Priestley and Hamish Collins who were joined later in the year by Douglas (Bill) O’Neill. Stephen Turner resigned during the year and we are grateful for his input to the business.

Your Directors are committed to returning the value of the company and its underlying shares to at least the value at which the shares were floated ($0.20) and to providing shareholders with liquidity, ideally based around Australian domestic mining assets. With these criteria in mind the Company undertook detailed analysis of a wide variety of gold and base metal projects with a view to acquiring a stake in a situation where we believed the value could be improved within reasonable risk parameters.

The board elected to make an investment into Saracen Mineral Holdings Limited (ASX:SAR) which was seen as a profitable business with adequate resources, cash holdings, appropriate risk management strategies and reasonable levels of liquidity.

The focus of the company will be to monitor and manage the above investment and continue to identify projects for potential acquisition.

I would like to thank my fellow Directors for their commitment to the Company during the period under review.

==> picture [153 x 93] intentionally omitted <==

Martin Priestley Chairman

Page | 4

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE GOVERNANCE STATEMENT

The Board of Directors are responsible for guiding and monitoring the Company on behalf of the shareholders and are accountable to them for creating and delivering value through the effective governance of the business.

Timpetra’s vision is to provide shareholders with superior returns by responsibly investing and developing profitable gold projects.

The Board intends to achieve these objectives under an umbrella of effective corporate governance standards.

This Corporate Governance Statement outlines the Company’s corporate governance systems, procedures and practices. As an Australian Securities Exchange (“ASX”) listed Company, the Corporate Governance Standards stipulated in the Corporations Act 2001 and the ASX Listing Rules and the recommendations provided by the Australian Securities Investments Commission (ASIC) policy and the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations have been used as basis to develop Timpetra’s corporate governance systems, procedures and practices as applicable to the Company. The Board continues to assess these in line with the Company’s development and growth to ensure that Timpetra continues to deliver value and remains accountable to its shareholders.

1. Board of Directors

1.1 Roles and Responsibilities

The Board Charter outlines the Board’s authority and responsibilities to determine all matters relating to the strategic direction and the operation of the Company including establishing goals for management, policies and practices.

The responsibility for the day-to-day management and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess their performance. As the monitoring and ultimate control of the business of the Company is vested in the Board, the Board is specifically responsible for the following:

• The appointment, evaluation, rewarding and if necessary the removal of the Management Team.

• The development of corporate objectives and strategy and the approval and monitoring of operational plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities, in conjunction with management.

• Monitoring actual performance against planned performance expectations and performing a high level review of operating information to understand at all times the financial and operating conditions of the Company and ensuring the financial information is accurately recorded and reported.

• Ensuring the Company is appropriately positioned to manage significant business risks and ensuring compliance with internal control processes.

• Ensuring that the Company acts legally and responsibly on all matters.

The Board of Directors play an active role in the oversight of the Company.

1.2 Membership

The Board is currently comprised of three members, all of which, including the Chairman are independent Non-Executive Directors. Refer to section 1.5 for the factors to assess whether a director is independent.

Page | 5

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE GOVERNANCE STATEMENT (continued)

Membership (continued)

Changes made to the Board during the year ended 30 June 2013 included the resignation of Anthony Grey (Chairman) and Dion Cohen (Managing Director) on 9 October 2012, Terence Willsteed (NonExecutive Director) and Ian Holland (Non-Executive Director) on 19 October 2012, and Stephen Turner (Non-Executive Director) on 16 May 2013. Martin Priestley and Hamish Collins were appointed to the Board on 9 October 2013 and Douglas O’Neill was appointed to the Board on 13 May 2013.

The composition of the Board and the biographical details are outlined in the Directors’ report.

1.3 Skills, knowledge, experience and attributes of directors

The Board considers that a diverse range of skills, experience and knowledge are fundamental to achieve its objectives. The Board and the Chairman continually assess and evaluate their skills in order to ensure that, collectively, it has the appropriate mix of skills and experience necessary to properly fulfil its responsibilities, including:

• Accounting and finance;

• Business development and risk management;

• Industry and public company experience;

• Depth of understanding of the role of and legal obligations, of a director.

The current Board bring to Timpetra a diverse range of skills and experience in the areas of mining, corporate advisory, and financial management. The skills, experience and expertise relevant to the position of each Director who is in office at the date of the annual report and their term of office are detailed in the Directors’ report.

The Board is encouraged to continually maintain and improve their skills and industry knowledge.

1.4 Chairman

The role of the Chairman is to ensure that the Board operates in accordance with the Board Charter, and ensures that the interests of the shareholders are upheld. The Chairman represents the Board to shareholders, initiates discussion and debates at board meetings and plays a lead role in assessing the composition of skills and experience of the Board members.

Martin Priestley was appointed as Chairman to the Board of Timpetra on 9 October 2012 and is considered an independent Non-Executive Director. Mr Priestley is committed to his role as Chairman. He plays an active role in the oversight of the Company and dedicates sufficient time and resources, as Chairman, to serve the Company effectively.

1.5 Independence

The names of the independent Directors of the Company are:

Martin Priestley (Chairman) Hamish Collins Douglas O’Neill

The Australian Securities Exchange (“ASX”) Corporate Governance recommendations are used to determine the independent status of a director. An independent director

• Is not employed or has not been previously employed in an executive capacity by the Company in the last three years.

Page | 6

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE GOVERNANCE STATEMENT (continued)

Independence (continued)

• Has not been a principal or key employee or a material professional advisor or consultant to the company within the last three years.

• Is not associated with any material customer or supplier or otherwise has a material contractual relationship with the Company.

1.6 Terms of appointment

Each Director on the Board is bound by the terms and conditions of their Director contracts, these contracts clearly define their roles and responsibilities as Directors.

Directors are required to perform their fiduciary duties with due care and skill and they are required to spend sufficient time in performance of these duties, as outlined in their contracts. The contracts require Directors to disclose any conflicts of interest or any changes in interest that would be perceived to affect their independence.

1.5 Independent advice

The Directors have the right to seek independent professional advice on matters relating to their position as Directors of the Company at the Company expense, subject to the prior approval of the Chairman, which shall not be reasonably withheld.

1.6 Remuneration

The Remuneration Policy governs the remuneration practices of the Company. The Board shall review and reassess the policy at least annually and approve any changes to this Policy.

General Director Remuneration

Shareholder approval must be obtained in relation to the overall limit set for Directors’ fees. The Directors shall set individual fees within the limit approved by shareholders.

Shareholders must also approve the framework for any equity based compensation schemes and if a recommendation is made for a Director to participate in an equity scheme, that participation must be approved by the shareholders.

Executive remuneration

The Company’s remuneration policy for Executive Directors and Management is designed to attract qualified executive talent, promote superior performance and align executive’s remuneration with shareholders’ interests.

The total remuneration package of the Management Team consists of the following:

• Salary: Executive directors and Management receive a fixed sum payable monthly in cash;

• Bonus: Executive directors and nominated senior managers are eligible to participate in a discretionary profit participation plan, if deemed appropriate. As long term incentives, executive directors may participate in share option schemes with the prior approval of shareholders. The Board however, considers it appropriate to retain the flexibility to issue options to executive directors outside of approved employee option plans in exceptional circumstances; and

• Other benefits: Executive directors and Management are eligible to participate in superannuation schemes.

Page | 7

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE GOVERNANCE STATEMENT (continued)

Non-Executive remuneration

Shareholders approve the maximum aggregate remuneration for Non-Executive directors. The Board decides the actual remuneration for Directors, which is also responsible for the ratification of any recommendations, if appropriate. The maximum aggregate remuneration approved for Non-Executive directors is currently $500,000.

Non-Executive directors are entitled to participate in share option schemes with the prior approval of shareholders.

All directors are entitled to have their indemnity insurance paid by the Company.

Share option arrangements

Directors, Management and employees are allowed to participate in share option arrangements, as outlined in the Timpetra Share Option Incentive Plan. This Share Option Plan was approved by shareholders at an extraordinary general meeting held on 16 February 2011.

The amount of remuneration for all Directors (Executive and Non-Executive), including all monetary and non-monetary components, are detailed in the Directors’ report.

All remuneration paid is valued at the cost to the company and expensed. Shares given to executives are valued as the difference between the market price of those shares and the amount paid by the executive. Options are valued using the methodology described in the financial statements.

1.7 Share ownership and Trading Policy

The Company has a Security Trading Policy which regulates dealings by directors, officers and Employees in securities of the Company. The policy restricts directors and employees from acting on inside information until it has been released to the market and adequate time has been given for this to be reflected in the security’s prices. All dealings in securities must be disclosed to the Company Secretary.

1.8 Meetings

The Board holds regular scheduled meetings, however, any director may call a meeting of the Board of Directors by giving reasonable notice to the Directors of the Board. The meetings held allow the Directors to fulfil their duties as Directors and devote sufficient time and attention to the Company.

During the year 8 Board meetings were held. Attendance by the Directors at the Board meetings is disclosed in the director’s report.

1.9 Company Secretary

Nick Geddes was appointed as the Company Secretary on 24 October 2012. The Company secretary facilitates the Board in fulfilling its roles by ensuring Board procedures are complied with and advising on governance matters.

1.10 Review, re-election and renewal

In accordance with the constitution of the Company, Directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every three years. The Board does not specify the maximum term for which a director can hold office.

Page | 8

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

CORPORATE GOVERNANCE STATEMENT (continued)

2 Board Committees

The Company does not comply with the recommendations of the ASX Corporate Governance Guidelines in that it has no Board Committees. Given the small size of the Board and the limited scope and nature of the Company's current operations the Board exercises all executive functions and those of the Committees.

3 Market disclosures

The Company recognises the value of providing current and relevant information to its shareholders. A Continuous Disclosure Policy is in place, which outlines the disclosure obligations of the Company as required under the Corporations Act 2001 and the ASX listing rules. The policy ensures that procedures are in place so that the stock market in which the Company’s securities are listed is properly informed of price sensitive matters.

Information is communicated to shareholders through:

• Continuous disclosure to the relevant Security Exchanges of all material information;

• Periodic disclosure through the annual report, interim financial report and quarterly reporting of exploration, production and corporate activities;

• Notices of meetings and explanatory material;

• The annual general meeting; and

• The Company’s website

The Company is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market.

Electronic communication:

The Company believes that communicating with shareholders by electronic means, particularly through its website, is an efficient way of distributing information in a timely and convenient manner. The website contains the annual, half yearly and quarterly reports, ASX announcements, research reports and presentations. All website information will be continuously reviewed and updated to ensure that information is current, or appropriately dated and archived.

Written communication and the annual report:

Shareholders have been given the opportunity to elect to receive a printed or electronic copy of the annual report from the Company. In addition, the Company publishes its annual report on the Company’s website and notifies all shareholders of the web address where they can access the annual report.

Annual general meeting:

The Company recognises the rights of shareholders and encourages the effective exercise of those rights through the following means:

• Notices of meetings are distributed to shareholders in accordance with the provisions of the Corporations Act;

• Notices of meeting and other meeting material are drafted in concise and clear language;

• Shareholders are encouraged to use their attendance at meetings to ask questions on any relevant matter, with time being specifically set aside for shareholder questions;

• Notices of meetings encourage participation in voting on proposed resolutions by lodgment of proxies, if shareholders are unable to attend the meeting;

• It is general practice for a presentation on the Company’s activities to be made to shareholders at each annual general meeting; and

Page | 9

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

 It is both the Company’s policy and the policy of the Company’s auditor for the lead engagement CORPORATE GOVERNANCE STATEMENT (continued)

Annual general meeting (continued):

partner to be present at the annual general meeting and to answer any questions regarding the conduct of the audit and the preparation and content of the auditors’ report.

4 Diversity

The Board of Timpetra believes that diversity in the Board is necessary to achieve the Company’s objectives. The current Board of Timpetra is adequately diversified given the Company’s scope and present size. In line with the recent ASX corporate governance proposals, the Board will continue to assess current practices and develop a diversity plan to ensure diversification along the parameters of race, gender and geographic location. The plan will include measurable goals, which will be monitored and reported on.

5 Conformity to corporate governance standards

Timpetra’s compliance with the governance standards imposed by the Corporations Act 2001 and the ASX Listing Rules and the recommendations provided by the Australian Securities Investments Commission (ASIC) policy and the ASX Corporate Governance Council’s Corporate Governance Principles and recommendations are summarised in this Corporate Governance Statement, the remuneration report, the Directors report and the financial statements.

The listing Rules of the ASX require Australian listed Companies to report on the extent to which they meet the Corporate Governance principles and recommendations published by the ASX Corporate Governance council and explain the reasons for non-compliance. The Board is required to consider the application of the relevant corporate governance principles, while recognising the departures from those principles, where appropriate in some circumstances. Compliance and any deviations from the Corporate Governance Standards and Recommendations have been disclosed in this Corporate Governance Statement, the remuneration report, the directors’ report and the financial statements.

Further information relating to the Company’s corporate governance practices and policies have been made publicly available on the company’s website at www.timpetra.com.

Page | 10

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT

The Directors present their report on the results of Timpetra Resources Limited for the year ended 30 June 2013.

Directors

The names of the Company’s Directors in office during the financial period and up until the date of this report are:

Name	Current Position	Date of appointment	Date of
			resignation
Martin Priestley	Non-Executive Chairman	9-Oct-12	Not applicable
Hamish Collins	Non-Executive Director	9-Oct-12	Not applicable
Douglas O'Neill	Non-Executive Director	13-May-13	Not applicable
Anthony Grey	Non-Executive Chairman	28-May-10	9-Oct-12
Dion Cohen	Managing Director	28-May-10	9-Oct-12
Ian Holland	Non-Executive Director	30-Nov-10	19-Oct-12
Stephen Turner	Non-Executive Director	28-May-10	16-May-13
Terence Willsteed	Non-Executive Director	24-Aug-10	19-Oct-12

Principal Activities

The principal activity of the Company is to identify, assess and invest in strategic gold opportunities.

Review and Results of Operations

Set out below is a review of significant activity for Timpetra for the year ended 30 June 2013.

• On 15 November 2012, the Company announced it had decided not to proceed with the Gossan Hill transaction in relation to the acquisition of the issued shares of Gossan Hill Gold Limited, an unlisted public company.

• The Company acquired 25,000,000 shares at a weighted average price of $0.16/share in Saracen Mineral Holdings Limited (“Saracen”), an ASX listed gold producing company.

• The Lockington Project was not a focus of the Company during the year and the exploration leases, while not relinquished, have been written off.

Financial Review

The Company reported a loss for the year ended 30 June 2013 before Interest, Depreciation and Amortisation of $5,616,239 (2012:$1,014,998) and a loss before tax of $5,417,689 (2012: $603,302). The key items resulting in this loss was the write off of the Lockington project ($3,590,000) and the unrealised loss made on the revaluation of the investment in Saracen shares ($1,124,174).

Significant events after the balance date

The Company increased its holding in Saracen to 30,000,000 shares by acquiring a further 5,000,000 shares at a weighted average price of $0.15/share.

Significant Changes in the State of Affairs

Other than the activities described in the Directors’ report above there were no other significant changes in the state of affairs of the Company for the year ended 30 June 2013.

Page | 11

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Dividends

No dividends were paid during the financial year and no recommendation is made as to payment of dividends.

Likely Developments of Operations

Other than as referred to in this report, further information as to likely developments in the operations of the Company would, in the opinion of the directors, be speculative.

Non-audit Services

There were no non-audit services provided during the year.

Directors’ Qualifications, Experience and special responsibilities

Martin Priestley

Chairman

Martin Priestley began his career with NatWest Bank in the UK specialising in Mining and Project Finance with responsibility for assets in the US, Europe, Asia and Australia. From there he joined BankWest in Australia, specialising in mining, property and securitisation and rising to become Chief Manager, Eastern Banking, responsible for the Bank’s east coast operations. In 2001 he was appointed CEO and Managing Director of Ashe Morgan Winthrop, an independent corporate advisory and capital raising firm. Between 2006 and 2012 he ran Bamford Partners, his own corporate advisory firm specialising in advising mid-cap private and listed companies. This firm merged with Moss Capital in 2012 where Martin currently holds the position of Managing Director. He currently Chairs and sits on the boards of a number of private companies and is a member of the Compliance Committee of stockbroking firm Ord Minnett.

Hamish Collins

Director

Mr. Collins is a qualified mining engineer (BEng. (Mining) Hons) with a Graduate Diploma in Applied Finance and Investments from the Securities Institute of Australia. He has a combined 22 years of mining industry and mine finance experience. He is currently Managing Director of Aeon Metals Ltd, an ASX listed resource company. Other resource industry senior executive positions include Managing Director of MM Mining Limited (now Aston Metals Ltd) and Chief Executive Officer of Aston Resources Limited. Previous to this Mr Collins held senior level positions in investment banking and corporate finance at BNP Paribas, NM Rothschild & Sons (Australia) Ltd, Commonwealth Bank of Australia and SG Hambros (Australia) Ltd.

Douglas O’Neill

Director

Douglas O'Neill holds a masters degree in commerce from UNSW and is an associate of FINSIA. He is a corporate finance specialist with 40 years industry experience and has been involved in over 150 stock market takeovers as well as funding and structured finance transactions. He has acted as a consultant to KPMG Corporate Finance and uses his extensive industry experience to provide guidance on transactions. His previous roles included senior corporate finance positions at HSBC Investment Banking Group and Morgan Grenfell.

Page | 12

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Meetings of Directors

The number of meetings held during the year and the number of meetings attended by each Director was as follows:

	**Board Meetings **	Board
Directors	Held While A Director	Meetings Attended
Martin Priestley	5	5
Hamish Collins	5	5
Douglas O'Neill	2	2
AnthonyGrey	2	2
Dion Cohen	2	2
Ian Holland	2	1
Stephen Turner	5	5
Terence Willsteed	2	2

The Company does not have a Nomination Committee the full Board carries out the functions that would otherwise be dealt with by such a committee.

Share Options

As at the date of this report, there were 3,687,499 options over ordinary shares on issue to now former Directors. Refer to the remuneration report for further details of the options outstanding.

Shares issued as a result of the exercise of options

No shares were issued as a result of the exercise of the options as at the date of this report.

Directors’ Interests and Benefits

The relevant interest of each director (during 2013) in the shares and options over shares issued by Timpetra, up to the date of the Directors’ report are as follows:

Directors	Shares	Options
Anthony Grey1 Dion Cohen2	1,900,000 1,625,000	1,145,833 1,145,833
Ian Holland3	250,000	-
Stephen Turner4 TerenceWillsteed5	1,250,000 250,000	1,395,833 -

1. Mr Grey’s shareholding and options are held indirectly as follows:

1,500,000 ordinary shares and 1,145,833 founder options held by Dalvin Pty Ltd. Mr Grey is a Director of Dalvin Pty Ltd;

400,000 ordinary shares held by Gordian Investments Pty Ltd Mr Grey is a Director and shareholder of Gordian Investments Pty Ltd.

Incentive options held by Gordian Investments Pty Ltd lapsed 60 days after Mr Grey’s resignation. Mr Grey is a Director and shareholder of Gordian Investments Pty Ltd.

1. Mr Cohen’s shareholding and options are held as follows:

1,500,000 ordinary shares and 1,145,833 founder options held by DMC Family Trust. Mr Cohen is a trustee and beneficiary of this Trust;

Page | 13

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Directors’ Interests and Benefits (continued)

125,000 ordinary shares held by DMC Superannuation Trust. Mr Cohen is a trustee and beneficiary of this Trust;

Incentive options held by Mr Cohen lapsed 60 days after his resignation.

3. Mr Holland’s shareholding and options are held as follows:

250,000 held by Sietyl Investments Pty Ltd ATF Holland Family Trust. Mr Holland is a trustee and beneficiary of this Trust;

Incentive options held by Mr Holland directly lapsed 60 days after his resignation.

4. Mr Turner’s shareholding and options are held as follows:

1,250,000 ordinary shares and 1,145,833 founder options held by Independent Nominee Corporation Pty Limited. Mr Turner is a Director and shareholder of Independent Nominee Corporation Pty Limited;

250,000 incentive options held by Mr Turner directly. These had not lapsed at year end.

5. Mr Willsteed’s shareholding and options are held as follows:

250,000 held by Patermat Pty Ltd. Mr Willsteed is a Director and shareholder of Patermat Pty Ltd Incentive options, 250,000 held by Mr Willsteed lapsed 60 days after his resignation.

REMUNERATION REPORT (AUDITED)

The remuneration report is set out under the following main headings:

• A. Principles used to determine the nature and amount of remuneration

• B. Details of remuneration

• C. Service agreements

• D. Share-based compensation

A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

The objective of the Company’s remuneration policy for executive directors is designed to promote superior performance and long term commitment to the Company. Executives receive a base remuneration together with performance based remuneration plans.

Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions where it is in the interests of the Company and shareholders to do so.

The Remuneration policy reflects the Company’s obligation to align executives’ remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:

• (a) reward reflects the competitive market in which the Company operates;

• (b) individual reward should be linked to performance criteria; and

• (c) executives should be rewarded for both financial and non-financial performance.

Executive Directors and Senior Management

Executive remuneration and other terms of employment are reviewed annually by the Board having regard to performance, relevant comparative information and expert advice. The total remuneration of executives and other senior managers during the year consisted of the following:

• (a) Salary: Executive directors and Management receive a fixed sum payable monthly in cash; (b) Bonus: Executive directors and nominated senior managers are eligible to participate in a discretionary profit participation plan, if deemed appropriate. As long term incentives, executive

Page | 14

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Executive Directors and Senior Management (continued)

directors may participate in share option schemes with the prior approval of shareholders. The Board however, considers it appropriate to retain the flexibility to issue options to executive directors outside of approved employee option plans in exceptional circumstances; and

• (c) Other benefits: Executive directors and Management are eligible to participate in superannuation schemes.

Non-Executive Directors

Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The Board decides the actual payments to directors and is also responsible for ratifying any recommendations, if appropriate. Non-Executive Directors are entitled to participate in equity based remuneration schemes. No director is present when his own remuneration is being discussed.

Short term incentives

The Board is responsible for assessing short term incentives for key management personnel. Service agreements may establish short-term incentives against key performance indicators which are assessed by the Board.

Remuneration report (audited)

There were no current short-term incentives in place at 30 June 2013 (30 June 2012: nil).

Long term incentives (LTI)

On 16 February 2011, the Board of the Company introduced an Incentive Option Scheme (“Scheme”) as a long-term incentive scheme to attract, retain and motivate eligible employees by offering eligible participants with the opportunity to share in the Company’s future performance through awards to acquire ordinary shares in the Company.

Under the Scheme, the Board may offer options to full or part-time employees, directors, consultants of the Company or an associate body corporate of the Company, which the Board determines, should be entitled to participate in the Scheme.

Each option exercised entitles the holder to subscribe for one share. The shares issued upon exercise of the options will rank equally and carry the same rights and entitlements as other shares on issue.

On 16 February 2011, Shareholders approved the grant of 1,250,000 options to the Directors of the Company (250,000 options each) to subscribe for up to a total of 1,250,000 fully paid ordinary shares in the Company, in accordance with the Scheme rules. Please see Section D for vesting and exercise conditions of the options issued.

Share trading and margin loans by Directors and Executives

Directors and Executives are prohibited from:

• a) Short term trading: trading in securities (or an interest in securities) on a short-term trading basis other than when a director, employee or executive exercises employee options or performance rights to acquire shares at the specified exercise price. Short-term trading includes buying and selling securities within a 3 month period, and entering into other short-term dealings (e.g. forward contracts);

• b) Hedging unvested awards: trading in securities which operate to limit the economic risk of an employee’s holdings of unvested securities granted under an employee incentive plan; or

• c) Short positions: trading in securities which enable an employee to profit from or limit the economic risk of a decrease in the market price of shares.

Page | 15

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Share trading and margin loans by Directors and Executives (continued)

Directors of the Company and senior executives may not include their securities in a margin loan portfolio or otherwise trade in securities pursuant to a margin lending arrangement without first obtaining the consent of the Chairman. Such dealing would include:

• a) entering into a margin lending arrangement in respect of securities;

• b) transferring securities into an existing margin loan account; and

• c) selling securities to satisfy a call pursuant to a margin loan except where they have no control over such sale.

The Company may, at its discretion, make any consent granted in accordance with the above paragraph conditional upon such terms and conditions as the Company sees fit (for example, in regards to the circumstances in which the Securities may be sold to satisfy a margin call).

Page | 16

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

B. DETAILS OF REMUNERATION

Details of remuneration of the directors of the Company (as defined by AASB 124 Related Party Disclosures) and specified executives are set out in the following tables. The key management personnel (“KMP”) of the Company are the Directors of Timpetra Resources Limited.

Directors	Year		Fixed	Fixed			LTI	Total
		Director’s fees or salary	Other fees (b)	Leave accrued	Post- employ ment benefits (Super- annuatio n)	Terminat ion Pay	Share- based payments		Value of options as proportio n of Total
							Value of options (a)
Non-Executive Directors		$	$	$	$		$	$	%
Martin Priestley1 (Chairman)	2013	28,933						28,933	0%
Hamish Collins2	2013	28,196	41,463		755			70,413	0%
Douglas O'Neill3	2013	5,376						5,376	0%
Anthony Grey4	2013	21,250	66,150	-	-		2,812	90,212	3%
(Chairman)	2012	85,000	84,712	-	-		4,255	173,967	2%
Ian Holland5	2013	12,043		-	-	10,000	2,812	24,855	11%
	2012	40,000	11,250	-	-		4,255	55,505	8%
Stephen Turner6	2013	33,639	-	-	3,027		(1,025)	35,642	-3%
	2012	38,073	-	-	1,927		4,255	44,255	10%
Terence Willsteed7	2013	12,043	-	-	-	10,000	2,812	24,855	11%
	2012	40,000	-	-	-		4,255	44,255	10%
Executive Directors		$	$	$	$		$	$	%
Dion Cohen8	2013	10,000	40,385	0	5,573	155,325	2,812	214,095	1%
(Managing Direc tor and Compan y Sec)	2012	190,000	-	11,539	17,100		4,255	222,894	2%
Total Directors	2013	151,480	147,998	-	9,355	175,325	10,223	494,381	2%
	2012	393,073	95,962	11,539	19,027	-	21,275	540,876	4%

1. M Priestley appointed 9[th] October 2012 2. H Collins appointed 9[th] October 2012

2. D O’Neill appointed 13[th] May 2013

3. A Grey resigned 9[th] October 2012

4. I Holland resigned 19[th] October 2012

5. S Turner resigned 16[th] May 2013

6. T Willsteed resigned 19[th] October 2012 8. D Cohen resigned 9[th] October 2012

Page | 17

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

DETAILS OF REMUNERATION (continued)

The share-based payments comprise of options issued as part of the Employee Share Incentive Scheme over ordinary shares in the Company and have been valued using a Fundamental analysis method.

• (a) These amounts represent additional work undertaken for the Company.

C. SERVICE AGREEMENTS

Mr Martin Priestley

Chairman

The Company entered into a service agreement with Martin Priestley on 9 October 2012. Under the terms of the present contract:

• Mr Priestley is paid a service fee, for the services provided in his current role as Director, of $40,000 per annum.

• Mr Priestley will provide his services as director for one day per month.

• Mr Priestley was not granted any share options during the year ended 30 June 2013.

The service agreement may be terminated at any time by Mr Priestley. In the event of a material breach of any of the terms of the agreement or serious misconduct, the Company can terminate Priestley’s employment at any time without any compensation payable.

Mr Hamish Collins

Director

The Company entered into a service agreement with Hamish Collins on 9 October 2010. Under the terms of the present contract:

• Mr Collins is paid a service fee, for the services provided in his current role as Director, of $40,000 per annum.

• Mr Collins will provide his services as director for one day per month.

• Mr Collins was not granted any share options during the year ended 30 June 2013.

• Mr Collins also undertook extra consulting services at commercial rates as instructed and agreed by the Board.

The service agreement may be terminated at any time by Mr Collins. In the event of a material breach of any of the terms of the agreement or serious misconduct, the Company can terminate Mr Collins’s employment at any time without any compensation payable.

Mr Douglas O’Neill

Director

The Company entered into a service agreement with Douglas O’Neill on 13 May 2013. Under the terms of the present contract:

• Mr O’Neill is paid a service fee, for the services provided in his current role as Director, of $40,000 per annum.

• Mr O’Neill will provide his services as director for one day per month.

• Mr O’Neill was not granted any share options during the year ended 30 June 2013.

The service agreement may be terminated at any time by Mr O’Neill . In the event of a material breach of any of the terms of the agreement or serious misconduct, the Company can terminate Mr O’Neill’s employment at any time without any compensation payable.

Page | 18

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

D. SHARE BASED PAYMENTS

The following table sets out the details of share options vested for 30 June 2013.

				Terms and Conditions for each Grant	Terms and Conditions for each Grant	Terms and Conditions for each Grant	Terms and Conditions for each Grant			Vested	Vested
Directo rs	Tr an ch e	Granted number of options	Grant date	Fair value per option at grant date (note 5)	Exercis e price per option	Expiry date	Number of options lapsed	First exercise date	Last exercise date	Number of options	%
Non- Execut ive
AGrey	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/11(b)	31/3/14	-	-
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/12(b)	31/3/14	-	-
Turner	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11(b)	31/3/14	125,000	100%
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	125,000	100%
Willste ed	1	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/11 (b)	31/3/14	-	-
	2	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/12(b)	31/3/14	-	-
Hollan d	1	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/11 (b)	31/3/14	-	-
	2	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/12(b)	31/3/14	-	-
Execut ive
Cohen	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/11(b)	31/3/14	-	-
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	125,000	31/12/12(b)	31/3/14	-	-
Total		4,687,499					1,000,000			3,687,499

No Share Options were issued or exercised during the year end 30 June 2013. However the above table details the lapsing of options upon resignation of board members in accordance with option rules.

Page | 19

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

SHARE BASED PAYMENTS (continued)

The following table sets out the details of share options vested for 30 June 2012.

				Terms and ConditionsforeachGrant	Terms and ConditionsforeachGrant	Terms and ConditionsforeachGrant	Terms and ConditionsforeachGrant			Vested	Vested
Director s	Tra nc he	Granted number of options	Grant date	Fair value per option at grant date (note 5)	Exercis e price per option	Expiry date	Number of options lapsed	First exercise date	Last exercise date	Number of options	%
Non- Executi ve
Grey	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11(b)	31/3/14	125,000	100%
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	-	-
Turner	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11(b)	31/3/14	125,000	100%
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	-	-
Willstee d	1	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11 (b)	31/3/14	125,000	100%
	2	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	-	-
Holland	1	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11(b)	31/3/14	125,000	100%
	2	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	-	-
Executi ve
Cohen	1	479,167	24/8/10	0.00133	$0.20	31/12/13	-	30/3/11(a)	31/12/13	479,167	100%
	2	666,666	1/11/10	0.02841	$0.20	31/12/13	-	30/3/11(a)	31/12/13	666,666	100%
	3	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/11(b)	31/3/14	125,000	100%
	4	125,000	16/2/11	0.03070	$0.20	31/3/14	-	31/12/12(b)	31/3/14	-	-
Total		4,687,499								4,062,499

No Share Options were issued or exercised during the year end 30 June 2012.

Terms of the options issued are detailed below:

• (a) The Company granted 1,437,501 options to the founding shareholders and directors of the Company on 24 August 2010 and 1,999,998 on 1 November 2010 (Founder Options). These options have the following terms and conditions:

• Each option is exercisable at $0.20, payable in full on exercise of the option.

• The options expire at 5:00pm (AEST) on 31 December 2013

• The options are exercisable at any time before the expiry date.

• There are no vesting conditions

• (b) The Company granted under the Incentive Option Scheme (approved by a written resolution of the Director’s meeting held on 16 February 2011) 1,250,000 options to the Directors. These options have the following terms and conditions:

• Each option is exercisable at $0.20, payable in full on exercise of the option.

• The options expire at 5:00pm (AEST) on 31 March 2014.

• The options are exercisable at any time after the vesting date and before the expiry date.

• The options may only be exercised while the holder remains a director or executive of, or provider of services to the Company.

The options vest in two equal tranches on 31 December 2011 and 31 December 2012.

End of Audited Remuneration Report

Page | 20

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ REPORT (continued)

Insurance of Officers

During the financial year, a premium of $17,924 was paid to insure the directors, officers and secretary of Timpetra.

Environmental Regulations

The Company’s activities are subject to environmental regulations under both Commonwealth and State legislation. The Board monitors compliance with environmental regulations and the Directors are not aware of any significant breaches of these regulations during the period covered by this report.

Going Concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, we continue to adopt the going concern basis in preparing the accounts.

Auditor’s Independence Declaration

An Auditor’s Independence Declaration has been received from our auditors, Ernst & Young, which immediately follows this Directors’ report.

Rounding

The Company has applied the relief available to it in ASIC Class Order 98/100 and accordingly certain amounts in the financial report and the Directors’ report have been rounded off to the nearest $1.

Signed in accordance with a resolution of the Directors.

==> picture [153 x 93] intentionally omitted <==

___ Martin Priestley Chairman Sydney

24th September 2013

Page | 21

Ernst & Young Tel: +61 2 9248 5555 680 George Street Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001

==> picture [71 x 81] intentionally omitted <==

Auditor’s Independence Declaration to the Directors of Timpetra Resources Limited

In relation to our review of the financial report of Timpetra Resources Limited for the year ended 30 June 2013, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

==> picture [175 x 74] intentionally omitted <==

Ernst & Young

==> picture [125 x 79] intentionally omitted <==

Anton Ivanyi Partner Sydney

24 September 2013

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

TIMPETRA RESOURCES LIMITED – ANNUAL FINANCIAL REPORT

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2013

	Note	30 June 2013	30 June 2012
		$	$
Other Income	3	198,550	411,696
		198,550	411,696
Marketing expenses		-	(1,916)
Occupancy expenses		(32,906)	(38,111)
Administrative and other expenses	4	(877,407)	(949,437)
Impairment-Exploration assets		(3,590,950)	-
Unrealised Loss on Revaluation of Shares		(1,124,174)	-
Share basedpayment expense	5	9,199	(25,533)
Loss before tax		(5,417,689)	(603,302)
Income tax expense	6	-	-
Loss after tax attributable to the members of Timpetra Resources Limited		(5,417,689)	(603,302)
Other comprehensive income		-	-
Total comprehensive loss attributable to the members of Timpetra Resources Limited		(5,417,689)	(603,302)
Loss per share (cents per share)	7
- basic loss per share		(7.88)	(0.88)
- diluted lossper share		(7.88)	(0.88)

These financial statements should be read in conjunction with the accompanying notes.

Page | 23

TIMPETRA RESOURCES LIMITED – ANNUAL FINANCIAL REPORT

STATEMENT OF FINANCIAL POSITION

at 30 June 2013

	Note	30 June 2013	30 June 2012
		$	$
Assets
Current Assets
Cash and cash equivalents	11	2,084,903	6,875,471
Prepayments & Receivables	12	34,856	43,020
Investments - Listed Shares	13	2,875,001	-
Total current assets		4,994,760	6,918,491
Non-current assets
Exploration and evaluation assets	14	-	3,579,236
Other non-current assets	15	30,000	30,000
Total Assets		5,024,760	10,527,727
Trade and other payables	16	43,600	108,141
Provisions	17	-	11,539
Total current liabilities		43,600	119,680
Net Assets		4,981,160	10,408,047
Shareholders’ equity
Contributed equity	18	11,497,481	11,497,481
Share base payment reserve	19	89,432	98,630
Retained earnings	20	(6,605,753)	(1,188,064)
Total Shareholders' Equity		4,981,160	10,408,047

These financial statements should be read in conjunction with the accompanying notes.

Page | 24

TIMPETRA RESOURCES LIMITED – ANNUAL FINANCIAL REPORT

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2013

Contributed equity	Share Based Payment Reserve Accumulated losses Total Equity
At 1 July 2011 11,497,481 Comprehensive income attributable to shareholders	73,097 (584,762) 10,985,816 (603,302) (603,302)
Total comprehensive income for the year -	- (603,302) (603,302)
Equity Transactions with owners Share option expense	25,533 25,533
At 30 June 2012 11,497,481	98,630 (1,188,064) 10,408,047
At 1 July 2012 11,497,481 Comprehensive income attributable to shareholders	98,630 (1,188,064) 10,408,047 (5,417,689) (5,417,689)
Total comprehensive income for the year -	- (5,417,689) (5,417,689)
Equity Transactions with owners Share option expense	(9,199) (9,199)
At 30 June 2013 11,497,481	89,431 (6,605,752) 4,981,160

These financial statements should be read in conjunction with the accompanying notes.

Page | 25

TIMPETRA RESOURCES LIMITED – ANNUAL FINANCIAL REPORT

STATEMENT OF CASH FLOWS

for the year ended 30 June 2013

		30 June2013 30 June2012
		$ $
Cash flows from operating activities Payments and advances to suppliers and employees Interest received GST received		(1,054,901) (1,057,559) 198,550 398,632 78,056 491,576
Net cash used in operatingactivities		(778,296) (167,351)
Cash flows from investing activities Exploration expenditure incurred Purchase of Investments - Listed Shares		(13,097) (836,539) (3,999,175) -
Net cash used in investingactivities		(4,012,272) (836,539)
Net increase in cash held Cash at the beginningof the financialperiod		(4,790,568) (1,003,891) 6,875,470 7,879,361
Cash and cash equivalents at the end of theyear		2,084,903 6,875,470

These financial statements should be read in conjunction with the accompanying notes.

Page | 26

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2013

1. CORPORATE INFORMATION

This annual report covers Timpetra Resources Limited (“TPR”) for the year ended 30 June 2013. The presentation and functional currency of the Company is Australian Dollars (“$”).

A description of the Company’s operations and of its principal activities is included in the review of operations and activities in the Directors’ report. The Directors’ report is not part of the financial statements.

2. ACCOUNTING POLICIES

Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis.

The financial report is presented in Australian Dollars and all values are rounded to the nearest dollar unless otherwise stated.

Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Any significant impact on the accounting policies of the company from the adoption of these Accounting Standards and Interpretations are disclosed in the relevant accounting policy. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the company.

The following Accounting Standards and Interpretations are most relevant to the company.

AASB 13 Fair Value Measurement - establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application date 1 January 2013.

AASB 2011-4 This amendment deletes from AASB 124 individual key management personnel disclosure requirements for disclosing entities that are not companies. It also removes the individual KMP disclosure requirements for all disclosing entities in relation to equity holdings, loans and other related party transactions. This will be adopted by the company as required from 1 July 2013.

Page | 27

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

ACCOUNTING POLICIES (continued)

(a) Compliance with IFRS

The annual financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

(b) Operating segments

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources allocated to the segment and assess its performance and for which discrete financial information is available.

The Company as a whole operates as one operating segment.

(c) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with a maturity of three months or less.

(d) Trade and other receivables

Trade receivables, which are due for settlement no more than 30 days from the date of the final invoice, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment.

(e) Exploration, evaluation and development costs

Exploration and evaluation costs

Costs arising from exploration and evaluation activities are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not at financial year end reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. Grants and subsidies are offset against costs as incurred.

Development costs

Costs arising from development activities are capitalised as incurred to the extent that such costs, together with any costs arising from acquisition, exploration and evaluation carried forward in respect of the area of interest, are expected to be recouped through future exploitation or sale of the area of interest.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where uncertainty exists as to the future

Page | 28

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) for the year ended 30 June 2013

Exploration, evaluation and development costs (continued)

viability of certain areas; the value of the area of interest is written off to the income statement or provided against.

(f) Financial assets – initial recognition and subsequent measurement

Initial recognition and measurement

Investments and financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are categorised as either financial assets at fair value through profit and loss, loans and receivables, held-to-maturity investments, available for sale financial assets or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The classification depends on the purpose for which the investments are acquired. The Company determines the categorisation of its financial assets at initial recognition. Categorisation is re-evaluated at each financial year end. When financial assets are recognised initially, they are measured at fair value plus transaction costs, except where the instrument is classified as “at fair value through profit or loss”, in which case transaction costs are expensed to profit and loss immediately.

Subsequent measurement

Loans and Receivables

Loans and Receivables, including loan notes and loans to key management personnel, are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in profit and loss when the Loans and Receivables are derecognised or impaired.

Loans and Receivables are included in current assets, except for those which are not expected to mature in twelve months after the end of the period, which are classified as non-current.

Derecognition of financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

• the rights to receive cash flows from the asset have expired; or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the

• Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset and not transferred control of the asset, a new asset is recognized to the extent of the Company’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

When continuing involvement takes the form of a written and/or purchased option (including a cash settled option or similar provision) on the transferred asset, the extent of the Company’s continuing involvement is the amount of the transferred asset that the Company may repurchase, except that in the case of a written put option (including a cash settled option or similar provision) on an asset measured at

Page | 29

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) for the year ended 30 June 2013

Financial assets – initial recognition and subsequent measurement (continued)

fair value, the extent of the Company’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

Impairment of financial assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost

For financial assets carried at amortised cost the Company first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment.

Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows excluding assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred).

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the income statement. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Company. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in the income statement.

The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

Page | 30

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) for the year ended 30 June 2013

(g) Financial liabilities

Initial recognition

Financial liabilities within the scope of AASB 139 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition.

Financial liabilities are recognised initially at fair value and in the case of loans and borrowings, directly attributable transaction costs. The Company’s financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification as follows:

i) At fair value through profit & loss

Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by AASB 139. Separate embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the income statement.

The Company has not designated any financial liabilities upon initial recognition as at fair value through profit or loss.

Options granted that are not part of a continuing share based payment relationship (i.e. there is no ongoing provision of goods and/or services and are denominated in a currency other than the entity’s functional currency) are accounted for as derivative liabilities in accordance with AASB 139: “ Financial Instruments: Recognition and Measurement ” and IFRIC guidelines. Such options are recorded on the balance sheet at fair value with movements in fair value between being recorded in the income statement. In respect of the derivative liability, the change in the fair value of the derivative liability, during the period and cumulatively, is not attributable to changes in the credit risk of that liability.

In addition, contractual arrangements whereby the Company agrees to issue a variable number of shares are accounted for as a liability. To the extent that these contractual arrangements meet the definition of a derivative, the value of the contractual arrangement is recorded on the balance sheet at fair value with movements in fair value being recorded in the income statement.

ii) Loans and borrowings

All loans and borrowings are initially recognised at the fair value of the considerations received less directly attributable transaction cost. After initial recognition loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method amortisation process.

Page | 31

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Financial liabilities (continued)

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender or substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the income statement.

(h) Share-based payment transactions

Equity settled compensation:

Employees (including key management personnel) of Timpetra receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).

The cost of equity settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they were granted. The fair value is determined by using a “Fundamental Values” method.

In valuing equity settled transactions, no account is taken of any vesting conditions, other than (if applicable):

• Non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment in equity or cash or

• Conditions that are linked to the price of the shares of Timpetra.

The cost of equity-settled transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled (Vesting Period) ending on the date on which the relevant employees become fully entitled to the award (Vesting Date).

At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of:

1. The grant date fair value;

2. The current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and

3. The expired portion of the vesting period.

The charge to the statement of comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged to previous periods. There is corresponding entry in equity.

Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition or nonvesting condition is considered to vest irrespective of whether or not that market condition or nonvesting condition is fulfilled, provided that all other conditions are satisfied.

Page | 32

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Share-based payment transactions (continued)

If a non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation. If a non-vesting condition within the control of neither the Company nor the employee is not satisfied during the

vesting period, any expense for the award not previously recognised is recognised over the remaining vesting period, unless the award is forfeited.

Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is

recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

Where shares are issued at a discount to fair value either by reference to the current market price or by virtue of the Company providing financing for the share purchase on favourable terms, the value of the discount is considered a share based payment.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(i) Trade and other payables

Trade and other payables are carried at amortised cost and due to their short term nature are not discounted. They represent liabilities for goods and services provided to Timpetra prior to the end of the financial year that are unpaid and arise when the company becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition.

(j) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(k) Interest bearing loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

Page | 33

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Interest bearing loans and borrowings (continued)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognised in the income statement when the liabilities are derecognised, as well as through the amortisation process.

(l) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Loans from related parties

Loans from related parties that are not subject to a contract, are non-interest bearing, and have no specified repayment date are classified as contributed equity in the financial statements of the entity that received the loan. The loans do not represent shares and do not have a right to dividend distributions.

(m) Revenue recognition

Revenue is recognised and measured at the fair value of consideration received or receivable to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Interest

Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Dividends

Revenue is recognised when the shareholder’s right to receive the payment is established.

(n) Income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax assets and liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither the accounting profit nor taxable profit or loss; and

Page | 34

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Income tax (continued)

• when the deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary differences will not reverse in the foreseeable future and a taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred income tax to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

(o) Goods and services and sales tax

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except:

• where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of the asset or as part of an item of expense; or

• for receivables and payables which are recognised inclusive of GST.

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

(p) Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:

• Costs of servicing equity (other than dividends) and preference share dividends;

• The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

• Other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

Divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Page | 35

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

3. OTHER INCOME

	30 June 2013	30 June 2012
	$	$
Interest	198,550	411,696
	198,550	411,696
4. ADMINISTRATIVE AND OTHER EXPENSES
	30 June 2013	30 June 2012
	$	$
Audit fees (refer to note 9)	27,330	33,028
Consulting fees	1,313	40,785
Legal fees	94,601	11,907
Travel and accommodation	20,611	117,967
Directors Fees & Salaries1	484,156	519,601
Otheradministrative expenses 2	249,396	226,150
	877,407	949,437

1. Includes termination payments due to the resignation of 5 board members. Currently there are no employees , 3 contracted non-executive directors and 2 part-time contracted administration staff.

2. Includes occupancy expenses. From 1 July 2013 the company does not occupy rental premises and expects savings throughout 2014.

5. SHARE BASED PAYMENT EXPENSE

	30	June 2013	30 June 2012
		$	$
Share based payment expense		(9,199)	25,533
		(9,199)	25,533

Details of the share based payment expense are as follows:

Equity Settled Options

a) Founder Options

The Company granted 1,437,501 options to the founding shareholders and directors of the Company on 24 August 2010 and 1,999,998 on 1 November 2010 (Founder Options). These options have the following terms and conditions:

• Each option is exercisable at $0.20, payable in full on exercise of the option.

• • The options expire at 5:00pm (AEST) on 31 December 2013

• The options are exercisable at any time before the expiry date

• There are no vesting conditions

Page | 36

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Equity Settled Options (continued)

The options granted to the founding directors and shareholders can be summarised as follows:

Granted on 24 August 2010	Granted on 1 November 2010	Granted on 1 November 2010
Number Value of the options $	Number Value of the options $
Options outstanding as at 30 June 2012 1,437,501 1,912	1,999,998	56,820
Granted - - Forfeited - - Exercised - - Expired - -	- - - -	- - - -
Options outstanding as at 30 June 2013 1,437,501 1,912	1,999,998	56,820

The founder options were issued on 24 August 2010 and 1 November 2010 and vested immediately. These options were valued using a fundamentals value method. Valuations of options are usually made in accordance with the Black Scholes formula. One of the underlying assumptions of the Black Scholes formula is that the volatility of the security is constant. There was insufficient data on which estimates of the shares’ volatility could be reliably determined at measurement date, and the risk of listing in the short term was not measurable, for these reasons, it is more appropriate to apply the fundamental values method to calculate the value of the options on their respective dates of issue, that is, values calculated using a methodology that takes into account the difference between the share value and the option exercise price, plus the benefit to the option holder of having use of the funds required to exercise the option less the present value of foregone dividends on the shares. The funding benefit was calculated using the “risk-free” interest rate (the yield to maturity on ten year government bonds) on the dates that the options were issued. It is assumed that no dividends will be declared by the Company.

The assumptions used for the fundamental analysis method to calculate the value of the options issued on 24 August 2010 and 1 November 2010 were as follows:

	Granted on 24 August2010	Granted on 1 November 2010
Market price of shares on date of issue	0.01c	20c
Risk free rate	4.865%	5.238%
Dividendyield	nil	nil

b) Share Incentive options to key management personnel

As part of the Timpetra Incentive Share Option Scheme, 1,250,000 options were granted to Directors. Refer to the remuneration report for the further details on share options issued to Directors.

The Timpetra Share Option Scheme is extended to consultants and those that provide services to Timpetra. The company issued 250,000 share options to Geoff Turner, the senior Geologist and Exploration Manager. These options bear the same terms and conditions as those offered to Directors on 16 February 2011. This was approved at a general meeting of shareholders on 16 February 2011.

Options granted on 16 February 2011 vest in two tranches on 31 December 2011 and 31 December 2012, subject to certain vesting and exercise conditions. Further details of these

Page | 37

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

options are provided in the Remuneration Report. The options hold no voting or dividend rights and are unlisted.

NOTES TO THE FINANCIAL STATEMENTS (continued) for the year ended 30 June 2013

Share Incentive options to key management personnel (continued)

A summary of the movements of options issued on 16 February 2011 is as follows:

	Number	Value of the options
		$
Options outstandingas at 30 June 2012	1,500,000	14,365
Granted	-	-
Forfeited	(1,000,000)	(9,577)
Exercised	-	-
Expired	-	-
Options outstandingas at 30 June 2013	500,000	4,788

The value of the options granted on 16 February 2011 were calculated using the fundamental analysis method, as described above, as there was no volatility at grant date to justify the use of the Black Scholes method.

The assumptions used for the fundamental analysis method to calculate the value of the options issued on 16 February were as follows:

			Granted on 16February2011	Granted on 16February2011
	Market price of shares on date of issue			20c
	Risk free rate			5.71%
	Dividendyield			nil
6. INCOME TAX EXPENSE
			30 June 2013	30 June 2012
			$	$
		Loss from ordinary activities before income tax	(5,417,689)	(603,302)
		expense
		Assessable Income	13,064	-
		Expenses not deductible for tax purposes	2,503,260	115,769
		Deductible capitalised expenditure	(250,523)	(897,690)
		Taxable Loss	(3,151,888)	(1,385,223)
		Income tax benefit (30%)	945,566	415,567
		Deferred tax asset not recognised (30%)*	(945,566)	(415,567)
		Income tax benefit (expense) recognised in the	-	-
		statement of comprehensive income

*Net future income tax benefit not brought into account due to doubt over the future realisation of this benefit.

Tax losses will be carried forward by the company indefinitely.

Page | 38

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

7. EARNINGS PER SHARE

The following reflects the income and number of shares used in the basic and diluted earnings per share:

	30 June 2013	30 June 2012
	$	$
Basic loss per share (cents per share)	(7.88)	(0.88)
Diluted loss per share (cents per share)	(7.88)	(0.88)
Netloss attributable to ordinary shareholders	(5,417,689)	(603,302)
	30 June 2013	30 June 2012
	Shares	Shares
Weighted average number of ordinary shares for basic earnings	68,750,000	68,750,000
per share
Effect of dilution:
Number of potential ordinary shares that are not dilutive and not	3,687,499	4,937,499
used in the calculation of diluted EPS
Weighted average number of ordinary shares adjusted for the	68,750,000	68,750,000
effect ofdilution

8. KEY MANAGEMENT PERSONNEL

The Remuneration Report contained in the Directors’ Report details the remuneration paid or payable to each member of the Company’s key management personnel, being the Executive and NonExecutive directors (”KMPs”) for the year ended 30 June 2013.

Compensation paid to KMP of the Company during the year are as follows:

	30 June 2013	30 June 2012
	$	$
Short-term employee benefits	474,803	500,574
Post-employment benefits	9,355	19,027
Other long-term benefits	-	-
Share basedpayment benefits(a)	10,223	21,275
	494,381	540,876

a) The share-based payments comprise of options issued to the founding directors and options issued as part of the Employee Share Incentive Scheme over ordinary shares in the Company and have been valued based using a Fundamental analysis method.

Page | 39

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

KEY MANAGEMENT PERSONNEL (continued)

KMP Options and Rights of Holdings

The number of options over ordinary shares held by each KMP of the Company during the financial year is as follows:

30 June	Balance at	Grante	Grante	Options	Number of	Vested and	Change of	Balance
2013	beginning of	d as	d as	exercis	options	exercisable	Status	at end of
	period	remun-	foundin	ed	lapsed			period 30
	1 July 2012	eration	g					June
			options					2013
Martin
Priestley	-	-	-	-	-	-	-	-
Hamish
Collins	-	-	-	-	-	-	-	-
Douglas
O'Neill	-	-	-	-	-	-	-	-
Anthony Grey *	1,395,833	-	-	-	(250,000)	1,145,833	(1,145,833)	-
Stephen Turner *	1,395,833	-	-	-	-	1,395,833	(1,395,833)	-
Terence Willsteed *	250,000	-	-	-	(250,000)	-	(250,000)	-
Ian Holland *	250,000	-	-	-	(250,000)	-	(250,000)	-
Dion Cohen *	1,395,833	-	-	-	(250,000)	1,145,833	(1,145,833)	-
Total	4,687,499	-	-	-	(1,000,000)	3,687,499	(3,687,499)	-

• At year end all directors that resigned have had their respective option holdings removed from the KMP disclosure table, by way of change of status. Note that they still hold their respective options as per the balances in the vested and exercisable column.

30 June	Balance at	Grante	Grante	Options	Number of		Vested and	Change of		Balance
2012	beginning of	d as	d as	exercis	options		exercisable	Status		at end of
	period	remun-	foundin	ed	lapsed					period 30
	1 July 2011	eration	g							June 2012
			options
Anthony
Grey	1,395,833	-	-	-		-	1,270,833		-	1,395,833
Stephen
Turner	1,395,833	-	-	-		-	1,270,833		-	1,395,833
Terence
Willsteed	250,000	-	-	-		-	125,000		-	250,000
Ian Holland	250,000	-	-	-		-	125,000		-	250,000
DionCohen	1,395,833	-	-	-		-	1,270,833		-	1,395,833
Total	4,687,499	-	-	-		-	4,062,499		-	4,687,499

No options were exercised during 30 June 2013. Refer to above table for lapsed options upon resignation of directors.

Page | 40

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

KMP Shareholdings

The number of ordinary shares in Timpetra held by each KMP of the Company during the financial year is as follows:

30 June 2013 Balance at beginning of year Granted as remuner ation during the year Issued on exercis e of options during the year Issued to foundin g director s Purchased by directors Shares subscribed for Change in Status	Balance at end of year
Directors Martin Priestley - - - - - - - Hamish Collins - - - - - - - Douglas O'Neill - - - - - - - Anthony Grey 1,900,000 - - - - (1,900,000) - Stephen Turner 1,250,000 - - - - (1,250,000) - Terence Willsteed 250,000 - - - - (250,000) - Ian Holland 250,000 - - - - (250,000) - Executives - - Dion Cohen * 1,625,000 - - - - (1,625,000) -
Total 5,275,000 - - - - (5,275,000) -

• At year end all directors that resigned have had their respective shareholdings removed from the KMP disclosure table, by way of change of status. Note that they still hold their respective shareholdings as per the balances at the beginning of the year.

30 June 2012	Balance	Granted	Issued	Issued	Purchased	Shares	Change in	Balance
	at	as	on	to	by directors	subscribed	Status	at end of
	beginning	remuner	exercis	foundin		for		year
	of year	ation	e of	g
		during	options	director
		the year	during	s
			the
			year
Directors
Anthony Grey (a)	1,500,000	-	-	-	400,000	-		1,900,000
Stephen Turner	1,500,000	-	-	-	-	-		1,500,000
Terence Willsteed	250,000	-	-	-	-	-		250,000
Ian Holland (b)	-	-	-	-	250,000	-		250,000
Executives
DionCohen	1,625,000	-	-	-	-	-		1,625,000
Total	4,875,000	-	-	-	650,000	-		5,525,000

Page | 41

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

8. AUDITORS’ REMUNERATION

		30 June 2013	30 June 2012
		$	$
Remuneration of the auditor of the company for:
-	auditingor reviewingthe financial report	27,330	33,028
		27,330	33,028

9. DIVIDENDS

No dividends were declared or paid during the year ended 30 June 2013 (2012: nil).

10. CASH AND CASH EQUIVALENTS

	30	June 2013	30 June 2012
		$	$
Cash at bank and in hand(a)		2,084,903	6,875,471
		2,084,903	6,875,471

(a) The effective interest rate on short-term bank deposits was 3.2% (2012: 5.9%).

11. PREPAYMENTS & RECEIVABLES

	30 June 2013	30 June 2012
	$	$
Interest Receivable	-	13,063
GST Receivable	13,979	16,199
Prepaid insurance	15,954	12,501
Pre-paid other	4,923	1,257
	34,856	43,020

12. NON-CURRENT ASSETS-FINANCIAL ASSETS AT FAIR VALUE

	30 June 2013	30 June 2012
	$	$
Quoted Equity Securities in Saracen Minerals Ltd	2,875,001	-
Reconciliation
Acquisition cost	3,999,175
Additions	-
Disposals	-
Revaluation decrements	(1,124,174)
ClosingFair Value	2,875,001	-

The investment in Saracen is accounted for at fair value through the profit & loss.

Page | 42

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

13. EXPLORATION AND EVALUATION ASSETS

	30 June 2013	30 June 2012
	$	$
Exploration expenditure capitalised
- Purchase of the tenements	2,250,000	2,250,000
- exploration and evaluation phase	1,340,950	1,329,236
- less impairment	(3,590,950)
	-	3,579,236

Reconciliation

	30 June 2013	30 June 2012
	$	$
Balance at 1 July	3,579,236	2,903,692
Expenditure during the year	11,714	675,544
Impairment of assets	(3,590,950)	-
Balance at 30 June	-	3,579,236

During 2013 there has been virtually no expenditure on the Lockington Project. Whilst the company still retains its exploration licences, no significant exploration expenditure is planned in the short term. Also the licences expire in October and November 2013 and it is unclear whether the company will seek renewal. Accordingly, the directors consider it prudent to write off the capitalised value of the Lockington Project.

• (a) On 25 October 2010, Timpetra entered into a Sale Agreement to purchase Gold Fields Australasia Pty Limited’s (“Gold Fields”) wholly owned Exploration License 4742 and its 77.1% interest in Exploration Licence 4552. These two exploration licenses comprise the “Lockington Project”. The consideration for the exploration licenses was 15 million shares. These shares have been valued at $2.25 million reflecting a discount to the IPO price due to the escrow provisions.

• (b) Exploration and evaluation expenditure is comprised of legal costs to purchase the license, exploration and geological services incurred to date and drilling services.

14. OTHER NON-CURRENT ASSETS

	30	June 2013	30 June 2012
		$	$
Restricted cash(a)		30,000	30,000
		30,000	30,000

Two rehabilitation bonds were deposited with ANZ for the two exploration licenses (EL 4552 and EL 4742) payable to the principal, the Minister of Energy and

Resources. The rehabilitation bonds have been accounted for as restricted cash. It is anticipated that in the likely event of non-renewal of these exploration licences, the rehabilitation bonds will be released to the company.

Page | 43

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

16 . TRADE AND OTHER PAYABLES

	30 June 2013	30 June 2012
	$	$
Trade and sundry creditors	10,995	84,631
Accruals	32,605	23,510
	43,600	108,141

Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value.

17.PROVISIONS

	30 June 2013	30 June 2012
	$	$
Current provisions:
Employee entitlements (a)	-	11,539
	-	11,539
Employee entitlements
Opening balance	11,539	3,850
Provision recognised during the year	-	11,539
Provision utilised during the year	(11,539)	(3,850)
Closing balance	-	11,539

All provisions for annual leave were paid out during the year. There are no PAYG employees at 30 June 2013. All current board members and administration staff are contractors and therefore have no employee entitlements.

18. CONTRIBUTED EQUITY

Fully paid Ordinary shares carry one vote per share and carry the right to dividends .

	30 June 2013	30 June 2012
	$	$
Movement in ordinary shares on issue
Openingbalance	11,497,481	11,497,481
Closingbalance	11,497,481	11,497,481
	Shares	Shares
Openingbalance(a)	68,750,000	68,750,000
Closingbalance	68,750,000	68,750,000

Ordinary shares

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

Page | 44

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

Options

The following table sets out the options issued over ordinary shares granted and exercised during each year:

	30 June 2013	30 June 2012
	Number	Number
Opening balance	4,937,499	4,937,499
Options granted (a)	-	-
Options exercised	-	-
Optionslapsed	(1,000,000)	-
Closingbalance	3,937,499	4,937,499

a. Please refer to note 5 for further details on directors options issued

Capital Management

When managing capital, management’s objective is to ensure that the entity continues as a going concern as well as to maintain a capital structure that will ensure the lowest cost of capital available to the Company so as to maintain optimal returns to shareholders.

Timpetra is completely funded through equity which is sufficient to maintain the current business activities. The Board of Directors and management regularly review the Company’s capital structure to take advantage of favourable costs of capital or high returns on assets. They assess the adequacy of the capital structure against the major variables impacting the Company’s profitability.

As the market is constantly changing, management may change the amount of dividends to be paid to shareholders, return capital to shareholders or change gearing ratios. Should a strategic acquisition be assessed, management may issue further shares on the market.

There are no externally imposed capital requirements.

19. SHARE-BASED PAYMENT RESERVE

	30 June 2013	30 June 2012
	$	$
Opening balance	98,630	73,097
Share-based payment expense	(9,198)	25,533
Closingbalance	89,432	98,630

The amounts expensed previously in respect of the Share-based payment reserve were reversed during 2013 in respect of those options that vested during the year for those directors whose options had lapsed 60 days after their resignation dates. This will occur in respect of options previously held by Stephen Turner in the 2014 year as his options lapsed in July 2013.

20. ACCUMULATED LOSSES

	30 June 2013	30 June 2012
	$	$
Opening balance	(1,188,064)	(584,762)
After tax (loss) attributable to the equity holders of the parent	(5,417,689)	(603,302)
during the year
Closingbalance	(6,605,753)	(1,188,064)

Page | 45

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

21. OPERATING SEGMENTS

The Company has considered and determined operating segments based on the information provided to the Board of Directors (Chief Operating Decision Maker).

As Timpetra operates predominately in one business segment, being the exploration activities carried out in Victoria, this is considered the only operating segment. There

is no material differences between the financial information presented to the Chief Operating Decision Maker and the financial information presented in this report.

22. CAPITAL COMMITMENTS

Exploration expenditure:

Minimum annual expenditure required by the Department of Primary Industries on exploration leases acquired by Gold Fields are:

	30 June 2013	30 June 2012
	$	$
Not later than one year	204,667	614,000
Later than one year but not later than two years	-	192,969
Later than two years but not later than five years	-	-
Laterthan5 years	-	-
	204,667	806,969

Exploration license 4552 and 4742 have been renewed and will expire on 15 October 2013 and 25 November 2013 respectively. The required annual expenditure from 30 June 2013 is $166,166 and $38,500 respectively. Given that renewal of these licences is currently unlikely, this expenditure may not be undertaken.

23. CONTINGENT ASSETS AND LIABILITIES

There were no contingent assets and liabilities outstanding at 30 June 2013 (30 June 2012: nil).

24. EVENTS AFTER THE END OF REPORTING PERIOD

The Company increased its holding in Saracen to 30,000,000 shares by acquiring a further 5,000,000 shares. This equates to a 5% shareholding in Saracen.

No other matter or circumstance has arisen since 30 June 2013 that has significantly affected, or may significantly affect the entity's operations, the results of operations, or the entity's state of affairs in future financial years.

25. RELATED PARTY TRANSACTIONS

Loans to directors and director-related entities:

The audited Remuneration Report details the remuneration and arrangements with Key Management Personnel. There were no loans to directors and related entities.

Loans from directors and director-related entities:

No loans were made from directors during the financial year ended 30 June 2013 (no loans made during 2012).

Page | 46

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2013

Transactions with related parties

The company made a payment in June 2013 of $2,600 for the provision of accounting services, to Helija Pty Ltd of which the non-executive director Hamish Collins, is a principal.

26. FINANCIAL RISK MANAGEMENT

The Company’s overall financial risk management strategy is to seek to ensure that the company adequately assesses and reduces its exposure to financial risk.

Exposure to credit risk, liquidity risk, foreign currency risk, interest rate risk and commodity price risk arise in the normal course of the Company’s business. Derivative financial instruments may be used to hedge exposure to fluctuations in foreign exchange rates, interest rates, and commodity prices.

For all feasibility assessments including expansion planning, raising of debt funding, evaluation of acquisition opportunities and corporate strategy, Timpetra uses various methods to measure the types of risk to which it is exposed. These methods include cash flow forecasting, sensitivity and breakeven analysis.

Specific Financial Risk Exposures and Management

The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, commodity and equity price risk.

(a) Credit risk

Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents (note 11).

Exposure to credit risk relating to financial assets arises from the potential non-performance by

counterparties of contract obligations that could lead to a financial loss to the Company.

As Timpetra is involved mainly in exploration activities, it does not incur Trade Receivables in the normal course of business and therefore has minimal exposure to the risk of default.

Cash and investments

The credit risk policy aims to ensure that the organisation is adequately protected against settlement risk for cash, investments and derivatives by transacting with reputable financial institutions with a minimum Fitch Ratings International long term credit rating of A (or equivalent S&P or Moody’s rating) and where applicable, within stated limits. The company has cash on deposit with Australia and New Zealand Bank, which is monitored continuously.

Other receivables

Other balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due.

The following table sets out the financial assets that are exposed to credit risk:

Financial assets	30 June 2013	30 June 2012
	$	$
Cash and cash equivalents	2,084,903	6,875,471
Receivables	13,979	29,262
Restricted cash	30,000	30,000
Total	2,128,882	6,934,733

Page | 47

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

26. FINANCIAL RISK MANAGEMENT

(b) Liquidity risk

Liquidity risk is the risk that there will be inadequate funds available to meet financial commitments as they fall due. The Company recognises the ongoing requirement to have committed funds in place to cover both existing business cash flows and allow reasonable headroom to pursue its acquisition strategy. The key funding objective is to ensure the availability of flexible and competitively priced funding from alternative

sources to meet Timpetra’s current and future requirements. The Company utilises a detailed cash flow model to manage its liquidity risk.

The Company attempts to accurately project the sources and uses of funds, whereby a framework for decision making is established which increases the effectiveness and efficiency with which the treasury function operates.

The table below summarises the maturity profile of the Company’s contractual cash flow financial liabilities at 30 June 2013 based on contractual undiscounted repayment obligations. Repayments which are subject to notice are treated as if notice were to be given immediately.

	Less than	3-12 months	1 to 5 years	Over 5 years
	three
	months				Total
Liabilities	$	$	$	$	$
As at 30 June 2013
Trade and other
payables	43,600	-	-	-	43,600
Total liabilities	43,600	-	-	-	43,600
	Less than	3-12 months	1 to 5 years	Over 5 years
	three
	months				Total
Liabilities	$	$	$	$	$
As at 30 June 2012
Trade and other
payables	84,631	-	-	-	84,631
Total liabilities	84,631	-	-	-	84,631

(c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company is exposed to interest rate movement through the interest bearing investment of surplus funds. The Company has no undrawn borrowing facilities.

Page | 48

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued)

for the year ended 30 June 2013

FINANCIAL RISK MANAGEMENT

The following table sets out the variable interest bearing and fixed interest bearing financial instruments of the Company:

	Variable interest	Fixed interest
30 June2013	$	$
Financial assets
Cash and cash equivalents	2,084,903	-
Total	2,084,903	-

	Variable interest	Fixed interest
30 June2012	$	$
Financial assets
Cash and cash equivalents	6,875,471	-
	6,875,471	-

The following table illustrates the estimated sensitivity to a 1% increase and decrease to interest rate movements.

	30 June 2013	30 June 2012
Pre-tax profit higher/(lower)	$	$
Interest rates + 1%	20,849	68,755
Interest rates - 1%	(20,849)	(68,755)

(d) Equity Price Risk

The Company’s listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk by placing limits on individual and total equity instruments. The Company’s board of directors discuss and approve all equity investment decisions.

At the reporting date, the exposure to listed equity securities at fair value was $2,875,001. A decrease or increase of 10% on the ASE market index would have an impact on the income or loss attributable to the Company, as an unrealized gain or loss on the revaluation of the listed security.

The Company’s exposure to share price movement is set out below:

		Effect on profit	Effect on Equity
		before tax
		$	$
ASE +	10%	287,500	-
ASE -	10%	(287,500)	-

Page | 49

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

DIRECTORS’ DECLARATION

In the opinion of the directors:

• a) the financial statements and notes of Timpetra Resources Limited are in accordance with the Corporations Act 2001, including:

• (i) giving a true and fair view of the Company’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;

• b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(a); and

• c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

On behalf of the Board

==> picture [153 x 93] intentionally omitted <==

______ Martin Priestley Chairman

• 24[th] September 2013

Page | 50

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is reflects the shareholdings at 3 September 2013.

Substantial Shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

Shareholder	Number of shares	% Holding
Iron Mountain Pty Ltd	13,059,239	19.00
PMF InvestmentsPtyLtd	13,733,120	19.98

(a) Distribution of shares

Spread of Holding	No.of Holders	No.ofUnits	% of Issued Capital
1 – 1,000	38	1,773	0.003%
1,001 – 5,000	6	22,998	0.033%
5,001 – 10,000	21	195,493	0.284%
10,001 – 100,000	273	12,947,971	18.833%
100,001 – max	67	55,581,765	80.846%
Total	405	68,750,000	100.00%

(b) Less than Marketable Parcels

Less than marketable	No of Holders	No. of Units	% of Issued Capital
Parcel
1 – 5,882	44	24,771	0.036%
5,883–Over	361	68,725,229	99.964
Total	405	68,750,000	100.00%

Page | 51

TIMPETRA RESOURCES LIMITED – ANNUAL REPORT

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES (Continued)

(c) Twenty largest shareholders

The names of the twenty largest shareholders are:

	Shareholders	Number of shares	% Holding
		held
1	PHF Investments Pty Ltd	13,733,120	19.975
2	Iron Mountain Pty Limited	7,841,068	11.405
3	Iron Mountain Pty Ltd	5,518,932	8.028
4	Citicorp Nominees Pty Limited	2,500,000	3.636
5	Telunapa Pty Limited	2,450,000	3.564
6	Blamnco Trading Pty Limited	1,500,000	2.182
7.	Broadbeach Hospitality Pty Ltd	1,340,000	1.949
8.	Gold Fields Australasia Pty Ltd	1,266,880	1.843
9.	St Emilion Holdings Pty Limited	1,250,000	1.818
10.	Dion Cohen & Tania Cohen ATF DMC Family Trust	1,250,000	1.818
11.	Beaglemoat Nominees Pty Limited	997,750	1.451
12.	C S Fourth Nominees Pty Ltd	941,690	1.370
13.	Claudanna Pty Ltd	853,000	1.241
14.	Dalvin Pty Limited	650,000	0.938
15.	Star Quality Productions Pty Ltd	645,000	0.938
16.	Mr Scott Allen Still & Mrs Lauren Gay Still	612,712	0.891
17.	Gordian Investments Pty Limited	600,000	0.873
18.	Cookietown Pty Ltd	500,000	0.727
19.	Daily Order Pty Ltd	500,000	0.727
20.	Stoneglint Pty Ltd	500,000	0.727

Securities Exchange Listing – Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited.

(d) Voting rights

All shares carry one vote per unit without restriction.

Page | 52

Ernst & Young Tel: +61 2 9248 5555 680 George Street Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001

==> picture [71 x 81] intentionally omitted <==

Independent auditor's report to the members of Timpetra Resources Limited

Report on the financial report

We have audited the accompanying financial report of Timpetra Resources Limited, which comprises the statement of financial position as at 30 June 2013, 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 controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2a), 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 about 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 judgment, 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 controls 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 controls. 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 have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

==> picture [71 x 81] intentionally omitted <==

Opinion

In our opinion:

• a. the financial report of Timpetra Resources Limited is in accordance with the Corporations Act 2001 , including:

• i giving a true and fair view of the company's financial position as at 30 June 2013 and of its performance for the year ended on that date; and

• ii complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2a).

Report on the remuneration report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2013. 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 Timpetra Resources Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001 .

==> picture [174 x 74] intentionally omitted <==

Ernst & Young

==> picture [124 x 79] intentionally omitted <==

Anton Ivanyi Partner Sydney 24 September 2013

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation