MURRAY COD AUSTRALIA LIMITED — Annual Report 2016

Sep 29, 2016

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TIMPETRA RESOURCES LIMITED

FINANCIAL REPORT FOR YEAR ENDED 30 JUNE 2016

TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

CORPORATE DIRECTORY

ABN 74 143 928 625

Directors

Martin Priestley Douglas O’Neill Ross Anderson (Appointed 26 November 2015) Morgan Barron (Appointed 26 November 2015)

Company Secretary

Nicholas Geddes (Resigned 29 February 2016) Wendy Dillon (Appointed 1 March 2016) Brett Tucker (Appointed 1 March 2016)

Registered office

Level 1 153 Yambil Street GRIFFITH NSW 2680 Australia Telephone +61 2 69641544 Fax +61 2 69641546 Mail PO Box 763 GRIFFITH NSW 2680

Solicitors

Bellanhouse Legal Ground Floor 11 Ventnor Ave West Perth, WA. 6872

Bankers

Commonwealth Bank of Australia 10 Bridge Street Sydney, NSW, 2000

Auditors

Ernst & Young 200 George Street Sydney, NSW, 2000

TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

CONTENTS	Page
DIRECTORS’ REPORT	4
AUDITOR INDEPENDENCE DECLARATION	13
STATEMENT OF COMPREHENSIVE INCOME	14
STATEMENT OF FINANCIAL POSITION	15
STATEMENT OF CHANGES IN EQUITY	16
STATEMENT OF CASH FLOWS	17
NOTES TO THE FINANCIAL STATEMENTS	18
DIRECTORS’ DECLARATION	35
INDEPENDENT AUDIT REPORT	36
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES	38

TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT

The Directors present their report on the results of the Company’s operation for the year ended 30 June 2016.

Directors

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

			Date of
Name	Current Position	Date of appointment	resignation
Ross Anderson	Non-Executive Chairman	26-Nov-15
Martin Priestley	Non-Executive Director	09-Oct-12
Morgan Barron	Non-Executive Director	26-Nov-15
Douglas O’Neill	Non-Executive Director	13-May-13
Dimitri Burshtein	Non-Executive Director	27-Mar-14	26-Nov-15

Principal Activities

The principal activity of the Company is to identify, assess and invest in strategic gold and other business opportunities, as well as any other strategic opportunities which will provide value to shareholders.

Review and Results of Operations

Set out below is a review of significant activities of the Company for the year ended 30 June 2016.

Jillewerra Project

During the year the Company continued with its exploration of the Jillewarra site. Site visits and analysis of results have been undertaken in this phase of the exploration process.

Financial Review

The result of operations for the year ended 30 Jun 2016 was a loss of $402,114:(2015: Profit $635,969)

Significant events after the balance date

On 6 July 2016 the Company signed a binding heads of agreement with Riverina Aquaculture, Bidgee Fresh Pty Ltd and Silverwater Native Fish, to create a vertically integrated producer of Murray Cod. Details of this transaction can be found on the Company’s website.

The agreement is for Timpetra to purchase all of the shares and performance rights in Bidgee Fresh with consideration being shares and performance rights in Timpetra Resources. The agreement is subject to Timpetra successfully complying with the ASX rules to re-list their shares and to raise $10 million by way of share issue.

On 7[th] July 2016 the Company’s securities were voluntarily suspended from trading on ASX pending completion of the transaction announced on that day.

Other than those items outlined above, there has not arisen in the interval between 30 June 2016 and the date of this report any item, transaction, or event of material and unusual nature likely, in the opinion of the Directors, to affect significantly the operations of the Company, the results of those operations or the state of affairs of the company.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

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 2016.

Dividends

No dividends were declared or paid during the financial year ended 30 June 2016: (2015: nil)

Non-audit Services

Ernst & Young is the auditor of the Company. In addition to audit services, Ernst & Young also provided $6,250 worth of taxation services during the year for the preparation of the 2015 tax returns.

Directors’ Qualifications, Experience and special responsibilities

Ross Anderson

Non-Executive Chairman

Mr Anderson is a Chartered Accountant with over 25 years experience. He is a fellow of the Taxation Institute of Australia and is a Chartered Tax Adviser. He is a registered company auditor and is the principal of the licensed securities dealer, Anderson’s Investment Services Pty Ltd. He is the Chariman of Clearpoint Capital Ltd, which manages a fund specialising in derivatives and alternative assets. He was President of the MF Global Client Support Group in Australia and has a wide and varied commercial experience in dealing with agribusiness and capital markets.

Martin Priestley

Non-Executive Director

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 which was merged into Moss Capital in 2012. In February 2014 Martin assumed the position as Senior Director, Debt and Structured Finance, Asia Pacific with CBRE. He currently Chairs and sits on the boards of a number of private companies and is a member of the Compliance Committee of Ord Minnett Management Limited.

Douglas O’Neill

Director

Douglas O'Neill holds a master’s 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.

Morgan Barron

Director

Mr Barron is a Chartered Accountant and has over 18 years experience in corporate advisory and holds a B.Com from the University of Western Australia and a Graduate Diploma with the Securities Institute. Mr Barron is a member of the Institute of Company Directors and is a Director and shareholder of Ventnor Capital Pty Ltd and Ventnor Securities Pty Ltd which specialises in the provision of corporate advisory services to a variety of ASX companies.

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TIMPETRA RESOURCES LIMITED – FINANCIAL 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:

Directors	Board Meetings Held While A Director	Board Meetings Attended
Martin Priestley	9	8
Douglas O'Neill	9	9
Dimitri Burshtein	6	6
Ross Anderson	3	3
Morgan Barron	3	3

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.

Shares issued as a result of the exercise of options

No shares were issued as a result of the exercise of options as at the date of this report. There are no options on issue at the date of this report.

Directors’ Interests and Benefits

The relevant interest of each director (during 2016) in the shares issued by the Company, as at the date of the Directors’ Report is as follows:

Directors	Shares
Martin Priestley	2,000,000
Ross Anderson	12,500,000
Douglas O’Neill	nil
Morgan Barron	nil

The shares owned as outlined above are owned indirectly by the Directors by their related entities.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

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 currently receive a fixed base remuneration.

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 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 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

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.

There were no current short-term incentives in place at 30 June 2016 and 30 June 2015.

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.

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).

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

B. DETAILS OF REMUNERATION

Details of remuneration of the directors of the Company (as defined by AASB 124 Related Party Disclosures and the Corporations Act 2001) and specified executives are set out in the following tables. No options or rights have been granted or vested during the period. The key management personnel (“KMP”) of the Company are also its Directors.

For the year ended 30 June 2016:

Director	Director’s	Other	Leave	Post-	Termi-	Share-	Total	Value of
	fees or	fees	accrued	employ	nation	based	remuner-	options as
	salary			ment	Pay	payments	ation	proportion of
				benefits		Value of		Total
				(Super-		options
				annuation)
Non-Executive	$	$	$	$		$	$	%
Directors
Ross Anderson (Chairman)	17,833	-	-	1,932	-	-	19,765	0%
Morgan Barron	17,833	-	-	1,932	-	-	19,765	0%
Martin Priestley	67,500	-	-	-	-	-	67,500	0%
Douglas O’Neill	38,333	-	-	-	-	-	38,333	0%
Dimitri Burshtein	20,833	-	-	-	-	-	20,833	0%
Total Directors	162,332	-	-	3,864	-	-	166,196	0%

For the year ended 30 June 2015:

Director	Date	Director’s	Other fees	Leave Post	Leave Post	Terminat	Share-	Total	Value of
		fees or		accrued employment		ion Pay	based	remunerati	options as
		salary		benefits			payments	on	proportion of
				(Super-			Value of		Total
				annuation)			options
Non-Executive		$	$	$	$		$	$	%
Directors
Martin Priestley (Chairman)		120,000	-	-	-	-	-	120,000	0%
Douglas O’Neill		50,000	-	-	-	-	-	50,000	0%
Dimitri Burshtein		50,000	-	-	-	-	-	50,000	0%
Total Directors		220,000	-	-	-	-	-	220,000	0%

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

C. SERVICE AGREEMENTS

Mr. Ross Anderson

The Company entered into a service agreement with Ross Anderson on 26 November 2015. Under the terms of the present contract:

• Mr. Anderson is paid a service fee, for the services provided in his current role as Director, of $32,850 per annum.

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

• Mr. Anderson was not granted any share options during the year ended 30 June 2016

The Director may terminate the Services at any time by giving the Company written notice of termination. The company may immediately, and without compensation terminate the Director’s Services if the Director is in breach of any terms of their Service Agreement or serious misconduct. The Company may also terminate the services in writing to the Director, if the Director is prevented from carrying out his duties in a proper manner by reason of sickness, ill health or injury for a period of 6 months in a 12 calendar period. Upon such termination, the Company must pay the Director an amount equivalent to the annual fees payable less any amounts paid or provided to the Director in respect of the period of sickness, illness or injury.

Mr. Martin Priestley

The Company entered into a service agreement with Martin Priestley on 9 October 2012 and remuneration was reduced effective from 30 November 2015. 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 $30,000 per annum. This service fee is paid to Bamford Partners an entity controlled by Mr Martin Priestly.

• 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 2016.

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 Mr. Priestley’s employment at any time without any compensation payable.

The Director may terminate the Services at any time by giving the Company written notice of termination. The company may immediately, and without compensation terminate the Director’s Services if the Director is in breach of any terms of their Service Agreement or serious misconduct. The Company may also terminate the services in writing to the Director, if the Director is prevented from carrying out his duties in a proper manner by reason of sickness, ill health or injury for a period of 6 months in a 12 calendar period. Upon such termination, the Company must pay the Director an amount equivalent to the annual fees payable less any amounts paid or provided to the Director in respect of the period of sickness, illness or injury.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

C. SERVICE AGREEMENTS (continued)

Mr. Douglas O’Neill

The Company entered into a service agreement with Douglas O’Neill on 13 May 2013 and remuneration was reduced effective from 30 November 2015. 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 $30,000 per annum. This service fee is paid to Holesmore Pty Limited an entity controlled by Mr Douglas O’Neill.

• 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 2016.

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.

The Director may terminate the Services at any time by giving the Company written notice of termination. The company may immediately, and without compensation terminate the Director’s Services if the Director is in breach of any terms of their Service Agreement or serious misconduct. The Company may also terminate the services in writing to the Director, if the Director is prevented from carrying out his duties in a proper manner by reason of sickness, ill health or injury for a period of 6 months in a 12 calendar period. Upon such termination, the Company must pay the Director an amount equivalent to the annual fees payable less any amounts paid or provided to the Director in respect of the period of sickness, illness or injury.

Mr. Morgan Barron

The Company entered into a service agreement with Morgan Barron on 26 November 2015. Under the terms of the present contract:

• Mr. Barron is paid a service fee, for the services provided in his current role as Director, of $32,850 per annum.

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

• Mr. Barron was not granted any share options during the year ended 30 June 2016.

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

The Director may terminate the Services at any time by giving the Company written notice of termination. The company may immediately, and without compensation terminate the Director’s Services if the Director is in breach of any terms of their Service Agreement or serious misconduct. The Company may also terminate the services in writing to the Director, if the Director is prevented from carrying out his duties in a proper manner by reason of sickness, ill health or injury for a period of 6 months in a 12 calendar period. Upon such termination, the Company must pay the Director an amount equivalent to the annual fees payable less any amounts paid or provided to the Director in respect of the period of sickness, illness or injury.

[End of Remuneration Report]

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

DIRECTORS’ REPORT (continued)

Insurance of Officers

During the financial year, a premium of $14,368 was incurred to insure the directors, officers and secretary of the Company. The insurance covers the period from 3 June 2016 to 3 June 2017. During the previous financial year, a premium of $5,115 was paid to insure the directors, officers and secretary of the Company. The insurance covered the period form 3 June 2015 to 3 June 2016.

Indemnification of auditors

To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year.

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 believe the Company has adequate cash reserves to pay its debts as and when they fall due and payable over the next 12 months. 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 Australian Securities and Investment Commission (“ASIC”) Class Order 2016/191 dated 24 March 2016 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.

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Ross Anderson Chairman 30[th] September 2016

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Ernst & Young Tel: +61 2 9248 5555 200 George Street Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001

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

As lead auditor for the audit of Timpetra Resources Limited for the year ended 30 June 2016, I declare to the best of my knowledge and belief, there have been:

• a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit ; and

• b) no contraventions of any applicable code of professional conduct in relation to the audit.

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Ernst & Young

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Scott Jarrett Partner Sydney 30 September 2016

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

TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

TIMPETRA RESOURCES LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

		30 June 2016	30 June 2015
	Note	$	$
Other income	3	18,892	153,010
Administrative and other expenses	4	(360,450)	(535,296)
Exploration costs		(50,915)	-
Realised gain on sale of Saracen shares	12	-	1,597,859
Unrealised gain/(loss) on revaluation of listed shares	12	14,761	(212,318)
Realised Loss on sale of Kalnorth Shares	12	(32,852)	-
Transaction costs on sale of Saracen shares		-	(61,153)
Transaction costs onpurchase of KGM shares		-	(1,048)
Profit/(Loss) before tax		(410,564)	941,054
Less Income tax benefit/(expense)	5	8,450	(305,085)
Profit/(Loss) after tax attributable to the
members of the Company		(402,114)	635,969
Other comprehensive income		-	-
Total comprehensive profit/(Loss)
attributable to the members of the Company		(402,114)	635,969
Earnings per share (cents per share)
-basic earnings/(loss) per share	6	(0.634)	0.987
-diluted earnings/(loss) per share	6	(0.634)	0.987

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

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

TIMPETRA RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

		30 June 2016	30 June 2015
	Note	$	$
Assets
Current assets
Cash and cash equivalents	10	594,256	1,864,536
Prepayments & receivables	11	33,974	37,195
Investments - listed shares	12	-	118,091
Total current assets		628,230	2,019,822
Total Assets		628,230	2,019,822
Current liabilities
Trade and other payables	14	(65,370)	(19,209)
Provision for income tax	5	-	(967,589)
Dividend withholding tax	14	-	(69,150)
Total current liabilities		(65,370)	(1,055,948)
Total liabilities		(65,370)	(1,055,948)
Net Assets		562,860	963,874
Shareholders’ equity
Contributed equity	15	1,330,108	1,329,008
Share base payment reserve	15	89,432	89,432
Retained earnings	16	(856,680)	(454,566)
Total Shareholders' Equity		562,860	963,874

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

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

TIMPETRA RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016

	Contributed	Share Based	Accumulated
	Equity	Payment Reserve	Gains/(losses)	Total Equity
At 1 July 2014	11,497,481	89,432	1,610,715	13,197,628
Comprehensive income attributable to shareholders			635,969	635,969
Total comprehensive
income for theyear	-	-	635,969	635,969
Capital Return (refer to Note 9)	(9,238,343)			(9,238,343)
Share Buy-back (refer to Note 9)	(930,130)			(930,130)
Dividend (refer to Note 9)			(2,701,250)	(2,701,250)
At 30 June 2015	1,329,008	89,432	(454,566)	963,874
At 1 July 2015	1,329,008	89,432	(454,566)	963,874
Comprehensive income/(Loss) attributable to shareholders	-	-	(402,114)	(402,114)
Total comprehensive income/(Loss) for the year	-	-	(402,114)	(402,114)
Equity transactions:
Share Issue	1,100	-	-	1,100
At 30 June 2016	1,330,108	89,432	(856,680)	562,860

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

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

TIMPETRA RESOURCES LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

		30 June 2016	30 June 2015
	Note	$	$
Cash flows from operating activities
Payments and advances to suppliers and employees		(396,952)	(414,701)
Interest received		20,708	153,010
GST received (paid)		34,253	(5,037)
Income taxationpaid		(959,139)	-
Net cash used in operating activities	22	(1,301,130)	(266,728)
Cash flows from investing activities
Proceeds from Saracen share sale	12	-	16,044,711
Purchase of shares in KGM	12	-	(331,457)
Proceeds from KalNorth share sale	12	100,000	-
Net cash from/(used in) investing activities		100,000	15,713,254
Cash flows from financing activities
Margin Loan SAR repaid (including accrued interest)		-	(930,378)
Dividend paid	9	-	(2,701,250)
Witholding tax on dividend paid		(69,150)	-
Share buy back	9	-	(930,130)
Capital Return	9	-	(9,238,343)
Net cash from/(used in) financing activities		(69,150)	(13,800,101)
Net increase/ (reduction) in cash held		(1,270,280)	1,646,425
Cash at the beginning of the financial period	10	1,864,536	218,111
Cash and cash equivalents at the end of the year	10	594,256	1,864,536

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

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

TIMPETRA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

1. CORPORATE INFORMATION

This annual report covers Timpetra Resources Limited (“the Company”) for the year ended 30 June 2016. 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 Company was incorporated and is domiciled in Australia.

2. ACCOUNTING POLICIES

(a) 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.

(b) 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

2. ACCOUNTING POLICIES (continued)

(c) Compliance with IFRS

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

(d) 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 operates as one operating segment.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

2. ACCOUNTING POLICIES (continued)

(i) 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.

(j) 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.

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.

(k) 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

2. ACCOUNTING POLICIES (continued)

(l) 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.

(m) 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

• 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

2. ACCOUNTING POLICIES (continued)

(n) Income tax (continued)

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

Both the basic earnings and diluted earnings per share is calculated as net profit/(loss) 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. No adjustments to profit/(loss) were made in the period and therefore basic and diluted earnings per share are the same in 2016 and 2015.

(q) New accounting standards and interpretations

• (i) Changes in accounting policy and disclosures

The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those of the previous financial year, except for the adoption of new standards and interpretations effective as of 1 July 2015.

Several amendments apply for the first time in the current year. However, they do not impact the annual consolidated financial statements of the Group or the interim condensed consolidated financial statements of the Group.

AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments, Part C

Part C makes amendments to a number of Australian Accounting Standards, including incorporating Chapter 6 Hedge Accounting into AASB 9 Financial Instruments.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

2. ACCOUNTING POLICIES (continued)

(q) New accounting standards and interpretations (continued)

AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality

The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards.

(ii) Accounting Standards and Interpretations issued but not yet effective

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the annual reporting period ended 30 June 2016 are outlined below:

AASB 9 Financial Instruments

A finalised version of AASB 9 which contains accounting requirements for financial instruments, replacing AASB 139 Financial Instruments: Recognition and Measurement. The standard contains requirements in the areas of classification and measurement, impairment, hedge accounting and derecognition. The Group has not yet determined the potential impact of the amendments on the consolidated entity’s financial report. This standard applies to annual reporting periods beginning on or after 1 January 2018.

AASB 15 Revenue from Contracts with Customers

AASB 15 provides a single, principles-based five-step model to be applied to all contracts with customers. Guidance is provided on topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures about revenue are also introduced. The Group is in the process of determining the potential impact of the amendments on the consolidated entity’s financial report. This standard applies to annual reporting periods beginning on or after 1 January 2018.

AASB 16 Leases

IFRS 16 provides a new lessee accounting model which requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities. Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. IFRS 16 contains disclosure requirements for lessees. This standard applies to annual reporting periods beginning on or after 1 January 2019.

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 is not expected to have any significant impact on the financial performance or position of the company.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

3. OTHER INCOME

	30	June 2016	30 June 2015
		$	$
Interest		18,892	153,010
Total		18,892	153,010

4. ADMINISTRATIVE AND OTHER EXPENSES

	30 June 2016	30 June 2015
	$	$
Audit and related fees	40,240	63,411
Consulting fees	46,716	33,000
Legal fees	6,682	16,364
Travel and accommodation	9,398	1,104
Directors Fees & Salaries	148,196	220,000
Otheradministrative expenses	109,218	201,417
Total	360,450	535,296

5. INCOME TAX EXPENSE

	30 June 2016	30 June 2015
	$	$
Loss from ordinary activities before income	(410,564)	941,054
tax expense
Realised gain on sale of investment	-	8,051,249
Net loss on shares not deductible	18,091
Expenses not deductible for tax purposes	-	69,744
Taxable Profit/(loss)	(392,473)	9,062,047
Income tax expense/(benefit) (30%)	(117,742)	2,718,614
Carried forward tax losses	117,742	(1,751,025)
Under/over from prior year	8,450	-
Income tax payable	-	967,589
Movement in deferred tax liabilities	-	(662,503)
Income tax benefit/(expense) recognised the Statement of comprehensive income	8,450	305,085

The Company has carried forward tax revenue losses of $117,742 and carried forward tax capital losses of $69,443. A deferred tax asset relating to carried forward tax losses has not been brought to account as it is unlikely they will arise unless the Company generates sufficient revenue to utilize them.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

6. EARNINGS PER SHARE

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

	30 June 2016	30 June 2015
	$	$
Basic earnings/(loss) per share (cents per share)	(0.634)	0.987
Diluted earnings/)(loss) per share (cents per share)	(0.634)	0.987
Netprofit attributable to ordinaryshareholders	(402,114)	635,969
	30 June 2016	30 June 2015
	Shares	Shares
Weighted average number of ordinary shares for basic	63,389,969	64,438,128
earnings per share
Effect of dilution:
Number of potential ordinary shares that are not dilutive	-	-
and not used in the calculation of diluted EPS
Weighted average number of ordinary shares adjusted	63,389,969	64,438,128
for the effect of dilution

7. 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 Non-Executive directors (”KMPs”) for the year ended 30 June 2016.

The compensation paid to KMP of the Company during the year is as follows:

	30 June 2016	30 June 2015
	$	$
Short-term employee benefits	166,196	220,000
Post-employment benefits	-	-
Other long-term benefits	-	-
Share basedpayment benefits	-	-
Total	166,196	220,000

8. AUDITORS’ REMUNERATION

			30 June 2016	30 June 2015
			$	$
Remuneration of the auditor of the company for:
-	auditing or reviewing the financial report		27,000	48,874
-	non audit services		6,250	60,199
		Total	33,250	109,073

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

9. DIVIDENDS, SHARE BUY BACK AND RETURNS OF CAPITAL

Dividends

No dividends were paid or declared during the financial year ended 30 June 2016.

An un-franked special dividend of $0.036 per ordinary share was paid on 29 December 2014. The total amount paid was $2,262,490.

On 23 March 2015 the Company paid an un-franked special dividend of $0.007 per ordinary share. The total amount paid was $438,760.

Share buy-back

The Company engaged in a share buy-back during the half year ended 31 December 2014. It bought back $930,130 worth of shares.

Return of capital

The Company paid $0.124 to each registered holder of fully paid ordinary shares in the Company as at 7pm on 23 December 2014. The total return of capital was $7,793,024.

The Company paid $0.023 per ordinary share to each holder of fully paid ordinary shares in the Company as at 19 March 2015. The total return of capital was $1,445,319.

10. CASH AND CASH EQUIVALENTS

	30	June 2016	30 June 2015
		$	$
Cash at bank and in hand(a)		594,256	1,864,536
Total		594,256	1,864,536

(a) The effective interest rate on short-term bank deposits was 2.0% (2015: 2.0%).

11. PREPAYMENTS & RECEIVABLES

	30 June
	2016	30 June 2015
	$	$
GST Receivable	10,540	11,820
Other Debtors	5,768	-
Prepaid insurance and directors fees	17,157	23,049
Interest	509	2,326
Total	33,974	37,195

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

12. INVESTMENTS – LISTED SHARES

Investment in Saracen Mineral Holdings, listed on the ASX

	30 June 2016	30 June 2015
	$	$
Quoted Equity Securities	-	-
Reconciliation
Opening Balance 1 July	-	14,536,363
Additions	-	-
Disposals	-	(16,134,222)
Revaluation	-	-
Gain on sale of investments	-	1,597,859
ClosingFair Value	-	-

Investment in KalNorth Gold Mines Limited, listed on the ASX

	30 June 2016	30 June 2015
	$	$
Quoted Equity Securities	-	118,091
Reconciliation
Opening Balance 1 July	118,091	-
Additions		330,409
Disposals	(100,000)	-
Revaluation	14,761	(212,318)
Loss on sale of investments	(32,852)	-
ClosingFair Value	-	118,091

Upon acquisition the Company designated both the Saracen and Kalnorth shares as being financial assets held at fair value through profit or loss.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

13. EXPLORATION AND EVALUATION ASSETS

Timpetra Resources Limited (“Timpetra”) signed a binding term sheet with Zebina Minerals Pty Ltd (“Zebina) on 8 September 2015 to explore three tenements within the Meekatharra Mineral Field in the Murchison Province of Western Australia. Pursuant to the term sheet, the company may earn up to an 80% interest in tenements owned by Zebina known as the Jillewarra Project.

Subject to satisfaction of the conditions outlined below Timpetra will acquire an 80% interest in the Jillewarra Project in consideration for:

• $10,000 cash;

• 1,100,000 fully paid ordinary shares (Consideration Shares) (to be subject to a six month voluntary escrow period); and

• the company spending a minimum of $600,000 on exploration across the Tenements within 3 years, with a minimum commitment in the first year of $75,000.

• Timpetra may withdraw at any time in the earn-in period, provided it has met the minimum commitment in the first year of $75,000.

As at 30 June 2016 Timpetra has incurred $50,915 worth of exploration expenses. Timpetra elected to write off the entirety of the exploration and evaluation asset at 30 June 2016 as the minimum spend was not met, and there was no firm intention to continue the exploration project at 30 June or subsequent to that. The exploration and evaluation balance is therefore recognised as an expense in the Statement of Comprehensive Income.

14. TRADE AND OTHER PAYABLES

	30 June 2016	30 June 2015
Trade Creditors	(53,050)	-
PAYG Withholding	(4,080)	-
Accruals	(8,240)	(19,209)
Dividend withholdingtax	-	(69,150)
Total	(65,370)	(88,359)

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

15. CONTRIBUTED EQUITY

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

	30 June 2016	30 June 2015
	$	$
Opening balance	1,329,008	11,497,481
Share buy-back	-	(930,130)
ShareIssue	1,100	-
Capital reduction	-	(9,238,343)
Closing balance	1,330,108	1,329,008
	Shares	Shares
Opening balance	62,839,969	68,750,000
Share buy-back	-	(5,910,031)
ShareIssue	1,100,000
Closingbalance	63,939,969	62,839,969

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.

Share-based payment reserve

This balance remained unchanged from the prior year. The Company issued options to the Directors, which formed part of their remuneration. In accordance with AASB 2 Share-based payments, the issuance of the options was an equity-settled share-based payment transaction and hence the reserve captures the corresponding increase in equity in prior periods.

Capital Management

When managing capital, management aims to ensure the entity continues as a going concern. It also seeks 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 favorable 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

16. RETAINED EARNINGS

	30 June 2016	30 June 2015
	$	$
Opening balance	(454,566)	1,610,715
After tax profit attributable to the equity holders of the	(402,114)	635,969
parent during the year
Dividends	-	(2,701,250)
Closingbalance	(856,680)	(454,566)

17. OPERATING SEGMENTS

The Company has considered and determined operating segments based on the information provided to the Board of Directors.

As Timpetra operates predominately in one business segment, being investment in exploration of gold resources, this is considered the only operating segment. There is no material difference between the financial information presented to the Chief Operating Decision Maker and the financial information presented in this report.

18. CONTINGENT ASSETS AND LIABILITIES

There were no contingent assets and liabilities outstanding at 30 June 2016 (30 June 2015: nil).

19. 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. Refer to summary of KMP remuneration in note 7.

Loans from directors and director-related entities:

No loans were made from directors during the financial year ended 30 June 2016 (no loans made during 2015).

Transactions with related parties

There were payments to related parties during the 2016 year. There was payments to Ventnor Capital Pty Ltd, a company related to Director Morgan Barron and payments to Anderson’s Tax and Investment Services Pty Ltd, a company related to Director Ross Anderson. Payments to both companies were in regards to Company Secretarial, Accounting and Consulting Services and were calculated at arm’s length market rates.

During the 2016 Financial Year Anderson’s Tax and Investment Services Pty Ltd invoiced Timpetra $11,000 (GST inclusive) for Company Secretarial Services, $11,944.35 (GST inclusive) for Accounting Services and $1,204.20 (GST inclusive) for business related travel reimbursement. At 30 June 2016, Timpetra owed Anderson’s Tax and Investment Services Pty Ltd $24,148.55.

During the 2016 Financial Year Ventnor Capital Pty Ltd invoiced Timpetra $11,000 (GST Inclusive) for Company Secretarial Services and $34,361.25 (GST inclusive) for corporate advisory services. At 30 June 2016 Timpetra owed Ventnor Capital $6,806.25.

There were no payments to related parties in the prior year to 30 June 2015.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

20. 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

Financial Risk Management (continued)

Credit risk

Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents (please refer to Notes 10 and 11).

Exposure to credit risk relating to financial assets arises from the potential nonperformance 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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

20. FINANCIAL RISK MANAGEMENT (continued)

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 2016	30 June
	$	2015
Cash and cash equivalents	594,256	1,864,536
Receivables	16,817	-
Total	611,073	1,864,536

There will be adequate 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 2016 based on contractual undiscounted repayment obligations. Repayments which are subject to notice are treated as if notice were to be given immediately.

As at 30 June 2016:

Liabilities	Less than 3 Months $	3-12 Months $	1 to 5 Years $	Over 5 Years $	Total $
Trade and Other Payables	57,130	-	-	-	57,130

As at 30 June 2015:

Liabilities	Less than 3 Months $	3-12 Months $	1 to 5 Years $	Over 5 Years $	Total $
Trade and Other Payables	19,209	-	-	-	19,209

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.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

20. FINANCIAL RISK MANAGEMENT (continued)

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

30 June 2016	Variable interest $	Fixed interest $
Financial Assets Cash and cash equivalents	594,256	-
Net Financial Assets (Liabilities)	594,256	-
30 June 2015	Variable interest $	Fixed interest $
Financial Assets Cash and cash equivalents	1,864,536	-
Net Financial Assets (Liabilities)	1,864,536	-

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

Pre-taxprofithigher/(lower)	30 June 2016 $	30 June 2015 $
Interest rates + 1% Interest rates – 1%	5,942 (5,942)	18,645 (18,645)

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 30 June 2016, the exposure to listed equity securities (being the investment in KGM) at fair value was nil. At 30 June 2015, the exposure to listed equity securities (being the investment in KGM) at fair value was $118,091. An increase or decrease of 10% of the share price of KGM would have an impact on the income or loss attributable to the Company, as an unrealised gain or loss on revaluation of the listed security would be recognised.

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2016

21. SUBSEQUENT EVENTS

On 6 July 2016 the Company signed a binding heads of agreement with Riverina Aquaculture, Bidgee Fresh Pty Ltd and Silverwater Native Fish, to create a vertically integrated producer of Murray Cod. Details of this transaction can be found on the Company’s website.

The agreement is for Timpetra to purchase all of the shares and performance rights in Bidgee Fresh with consideration being shares and performance rights in Timpetra Resources. The agreement is subject to Timpetra successfully complying with the ASX rules to re-list their shares and to raise $10 million by way of share issue.

On 7[th] July 2016 the Company’s securities were voluntarily suspended from trading on ASX pending completion of the transaction announced on that day.

Other than those items outlined above, there has not arisen in the interval between 30 June 2016 and the date of this report any item, transaction, or event of material and unusual nature likely, in the opinion of the Directors, to affect significantly the operations of the Company, the results of those operations or the state of affairs of the company.

22. RECONCILIATION OF NET PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

	30 June 2016	30 June 2015
	$	$
(Loss)/Profit for the year (after income tax)	(402,114)	635,969
Adjustments :
Subtract realised gain on Saracen shares	-	(1,597,859)
Add back unrealised loss on KGM shares	-	212,318
Add back transaction costs	-	62,201
Subtract unrealised gain on Kalnorth shares	(14,761)
Add back realised loss on Kalnorth shares	32,852
Add back exploration costs paid via share issue	1,100
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables	3,221	15,507
(Decrease)/increase in trade and other payables	46,161	2,542
(Decrease)/increase in provisions	(967,589)	402,594
Net cash used in operatingactivities	(1,301,130)	(266,728)

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TIMPETRA RESOURCES LIMITED – FINANCIAL 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 2016 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 [141 x 53] intentionally omitted <==

Ross Anderson Chairman

30[th] September 2016

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Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

==> 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 2016, the statement of comprehensive income, the statement of changes in equity and the 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 of the company.

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 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance 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 and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal 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

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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 entity's financial position as at 30 June 2016 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 1.

Report on the remuneration report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2016. 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 2016, complies with section 300A of the Corporations Act 2001 .

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Ernst & Young

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Scott Jarrett Partner Sydney 30 September 2016

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

TIMPETRA RESOURCES LIMITED – FINANCIAL 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 reflects the shareholdings at 30 August 2016.

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
Andersons Investment Services Pty Ltd Matthew John Ryan Jetosea Pty Ltd Larry Michael Walsh	12,500,000 10,000,000 9,582,373 8,969,236	19.55 15.64 14.987 14.028

(a) Distribution of shares

Spread of Holding	Number of Holders	No. of Units	% of Issued Capital
1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 >100,000	44 10 19 129 40	2,898 31,986 173,183 6,145,509 57,586,393	0.01 0.05 0.27 9.61 90.06
Total	242	63,939,969	100%

(b) Less than Marketable Parcels

Less Than Marketable Parcel	Number of Holders	Number of Units	% of Issued Capital
1-8,064 >8,064	58 184	60,477 63,879,492	0.09 99.91
Total	242	63,939,969	100%

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TIMPETRA RESOURCES LIMITED – FINANCIAL REPORT

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES (continued)

(c) Twenty largest shareholders

The names of the twenty largest shareholders as at 30 August 2016 are:

Rank	Name	Units	% of Units
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20	ANDERSONS INVESTMENT SERVICES PTY LTD MR MATTHEW JOHN RYAN JETOSEA PTY LTD MR LARRY MICHAEL WALSH MR DION MARK COHEN + MRS TANIA COHEN BROWNLOW PR PTY LTD MR JASON LEE BROWNLOW & MS ERYN LEIGH GRANT GRENFELL FM PTY LTD FAMILY SUPER A/C> PARSLEY HAY PTY LIMITED FAMILY A/C> ZEBINA MINERALS PTY LTD ONE MANAGED INVT FUNDS LTD<1 A/C> MR MATTHEW IAN JAMES & MRS HEATHER BERNICE JAMES MR SCOTT TERENCE HOGAN & MRS ANITA MAREE HOGAN FUND A/C> COMMINS PARTNERSHIP PTY LTD MR DON KEATING PRICE & MRS VICKI ANN PRICE MR MICHAEL SEAN HOBBS & MS ANN KELLY PLAUCS PTY LTD MR SIMON GARY SEDORENKO MR STEVEN GARY HIRST MR DANIEL JAMES HARRIS	12,500,000 10,000,000 9,582,373 8,969,236 1,500,000 1,100,000 1,100,000 1,000,000 1,000,000 950,000 933,142 900,000 800,000 544,300 506,667 500,000 500,000 433,105 376,055 303,394	19.55 15.64 14.987 14.028 2.346 1.72 1.72 1.564 1.564 1.486 1.459 1.408 1.251 0.851 0.792 0.782 0.782 0.677 0.588 0.474

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.

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