Quantum Resources Limited

ABN 84 006 690 348

ANNUAL REPORT 2007

Dear Shareholder

Quantum Resources Limited ("Quantum" or "the Company") is an Australian base metal, uranium and gold explorer with a suite of projects whose tenements cover approximately 20,000 square kilometres in the Northern Territory and Western Australia.

During the year, the Company has been actively evaluating and assessing its tenements and planning exploration programs. Several of these have already been implemented while other areas are awaiting heritage survey clearances.

Base Metal, Uranium And Gold Exploration

The Barrow Creek, Tanami, Mt Peake and Ware Range tenement holdings cover approximately 17,000 square kilometres in the Northern Territory and the Gardner Range tenement holdings cover approximately 650 square kilometres in Western Australia. The Barrow Creek, Tanami, Mt Peake and Ware Range projects are prospective for base metals, uranium and gold. In Western Australia, the Gardner Range project, 150 kilometres southeast of Halls Creek, is prospective for iron oxide copper-gold-uranium ("IOCG") deposits.

Mine Management Plans containing proposed programmes of RAB/RC drilling and sampling and Radiation Management Plans have been submitted and approved by the Department of Primary Industries, Fisheries and Mines in the Northern Territory for Barrow Creek, Mt Peake and Ware Range. At Gardner Range, a joint airborne geophysical survey is currently being undertaken in conjunction with Cameco Corporation, the large Canadian mining/exploration company ("Cameco"). Drilling of the Mt Mansbridge prospect in Gardner Range is planned subsequent to heritage approval due in September 2007.

Gardner Range (Quantum 100%)

The Company holds tenements in the Gardner Range, 150 kilometres southeast of Hall's Creek with potential for base metals, uranium and gold. Limited exploration for uranium around the margins of the Gardner Ranges was carried out by BHP Exploration and uranium mineralisation was found to be present. The Company's tenements are prospective for Olympic Dam-style iron oxide gold-copper-uranium ("IOCG") deposits and at Mt Mansbridge previous exploration reported uranium up to 980 parts per million ("ppm").

The tenements are surrounded to the north by Cameco. A joint airborne geophysical survey is being undertaken in conjunction with Cameco. A TEMPEST (EM) survey was completed in July 2007 by Fugro and a Magnetics & Radiometrics survey is currently being undertaken by UTS. This data will greatly assist in our understanding of this region and in the development of targets for drilling and sampling.

Heritage surveys are due for completion in September 2007. Field reconnaissance undertaken this quarter provided valuable information regarding access and identified sites for surface sampling and drilling. A drilling program at Mt Mansbridge will commence following heritage clearance. The drilling will test existing uranium mineralisation anomalies along the unconformity as well as targeting a 60 kilometre long NW-SE significant fault system adjacent to the unconformity.

Ware Range (Quantum 100%)

The Ware Range tenement was granted in December 2006. Previous exploration for base metals, uranium, gold and diamonds included rock chip sampling and limited drilling. Field reconnaissance undertaken this quarter provided valuable information regarding access and identified sites for surface sampling and drilling.

A Mine Management Plan for this programme has been submitted and approved by the Department of Primary Industries, Fisheries and Mines in the Northern Territory. The proposed exploration activities will include a programme of sampling and drilling to investigate the nature of base metal mineralisation associated with the unconformity between the Killi Killi Beds and the Gardiner Sandstone. The sampling programme will include loam sampling of targets over the defined region and stream sediment sampling of the sparse drainage in the region. The drilling programme will include RAB/RC holes traversing over the defined regions and isolated holes where required.

Barrow Creek Project (Quantum earning 80%)

The Barrow Creek Project covers 5,100 square kilometres of the faulted margin of the Georgina Basin to the southeast of Barrow Creek. The Company has acquired through joint venture two granted exploration licenses as well as five exploration license applications. The setting is similar to the Ngalia Basin to the west which contains sediment-hosted uranium deposits of good grade. Radiometrics indicate that adjacent Proterozoic granites are anomalous in uranium, and adjacent sediments are also anomalous. A brief field visit included rock chip sampling which returned results above the background values which would be expected for these rock types.

Heritage surveys are completed over the two granted tenements. A Mine Management Plan for this programme has been submitted and approved by the Department of Primary Industries, Fisheries and Mines in the Northern Territory. A review of Open File Data, regional geology and geophysics has led to proposed exploration activities. These will include a programme of RC drilling or soil sampling traverses over the targets in a NE-SW direction to investigate the nature of the unconformity between the Devonian Dulcie sandstones and the Cambro-Ordivician Tomahawk dolostone-sandstone unit. Individual, photographic and geophysical anomalies shall also be targeted by this programme.

Tanami Project (Quantum earning 80%)

This project area covers 2,400 square kilometres in the Mt Davidson area east of The Granites Gold Mine. Previous exploration was restricted to broadly spaced sampling for gold. Several tenements within this group overlap the boundary between the Proterozoic basement rocks and the younger Lander Trough of the Wiso basin to the north and are prospective for Mississippi Valley Type (MVT) silver-lead-zinc deposits as well as possible gold deposits. The trough is also prospective for sediment-hosted uranium deposits similar to those in the Ngalia Basin and calcrete-hosted uranium deposits in younger overlying sediments.

The Company is continuing to actively pursue agreements with native title holders in order to proceed to granting of the tenements.

Mt Peake Project (Quantum earning 80%)

The Mt Peake project area covers 7,700 square kilometres of prospective ground between the Tanami Project to the northwest and Barrow Creek to the southeast. Previous exploration in this area was restricted to widely spaced reconnaissance sampling for gold. Several of these tenements overlie the boundary between the Lander Trough and Proterozoic basement and are highly prospective for sediment-hosted uranium and silverlead-zinc. The tenements also overlie extensive calcrete deposits which are known to be suitable hosts to uranium elsewhere.

A Mine Management Plan for this programme has been submitted and approved by the Department of Primary Industries, Fisheries and Mines in the Northern Territory. A review of Open File Data, regional geology and geophysics has led to proposed exploration activities which will include a programme of RC drilling or soil sampling to investigate the nature of the unconformity and of anomalies in the licences. These will include a programme of RAB/RC drilling or soil sampling traverses. Individual, photographic and geophysical anomalies shall also be targeted by this programme.

Gold Exploration

In Western Australia, the Whiteheads and Jackson projects are the focus of gold exploration and the Company's tenement holdings cover approximately 3,000 square kilometres.

Whiteheads Project (Quantum earning 80%)

The Whiteheads Project is located 60 kilometres northeast of Kalgoorlie within the metamorphosed rocks of the Gindalbie Greenstone Belt. The area hosts mafic and felsic volcanics, sediments, and altered intrusive porphyries. The project areas surround the historic Gindalbie Mining Centre to the east which has produced 45,240 ounces of gold at an average grade of 27 g/t gold. The Lindsays Project immediately to the west has now been found to contain a resource of nearly 2 million ounces at approximately 2.4g/t gold.

Results of broad spaced RAB drilling in August 2006 returned several intersections of anomalous gold. RAB hole WTHB959 returned 18m @ 1.32 g/t gold from 36m to the end of the hole. These were 4 metre composite samples. Resampling by individual metres and fire assay returned 6m @ 2.03 g/t gold from 38m, followed by 4m @ 0.46 g/t, another 4m @ 1.01 g/t and ending in 2m @ 0.44 g/t at 54 metres. Hole WTHB966, 160m along strike, also returned anomalous gold of 16m @ 0.36 g/t to the end of the hole upon resampling.

Further RAB drilling along the trend in December 2006 returned anomalous gold intercepts such as 3 metres @1.21 g/t from 40 metres, 8 metres @1.01 from 40 metres, and 11 metres @1.07 g/t from 32 metres.

These are RAB drilling samples but as the holes were dry, the results are considered to be very encouraging.

Numerous significant RAB anomalies on the company's ground identified from previous drilling will be targeted in the second half of 2007 with follow-up RAB/Aircore drilling.

Jackson Project (Quantum 100%)

The project area covers 756 square kilometres of the Barlee-Marda Greenstone Belt which is located 100 kilometres north of Southern Cross. There is a history of small scale underground gold production in the region.

Assessment of open file reports has been completed with the outcome indicating that there are areas of potential for gold under the cover of recent sediments along the margins of the belts. Previous sampling was ineffective as transported material was collected. Wide spaced RAB drilling would be the preferred method of testing these trends. Laterite sampling is planned, pending completion of a heritage survey.

St. Ives Project (Quantum 100%)

The Company's St Ives project covers 4 granted exploration licences and 1 pending application covering approximately 162 square kilometres of the prospective Lake Lefroy area, 60 kilometres south of Kalgoorlie. Most of the tenements are located immediately east of the main Boulder- Lefroy shear system, which is the major host to the gold mineralisation from the mines of the Kambalda/St Ives area through to Kalgoorlie. The Company believes that these tenements require thorough exploration programs due to their proximity to such an important shear system.

A soil sampling program is planned over one of the tenements once heritage clearance is completed, while RAB drilling over a significant north-south structural splay will be carried out over a further tenement in the project area.

Other Projects (Quantum 100%)

In the Mellrose, Wiluna, Bullfinch and Big Bell areas magnetic data has been assembled and processed and Aster satellite data has been acquired. This data will be analysed and targets for exploration will be identified.

Farm-Out Joint Ventures

Wanganoo Joint Venture (Quantum 20%)

The Company's Dingo Range prospect at Wanganoo is the subject of the Wanganoo joint venture, with Cullen Exploration Pty Ltd acting as managers, earning an 80% interest.

Exploration to date within E53/988 has uncovered a number of untested geochemical and magnetic anomalies which are targets for gold and nickel sulphide mineralisation. These anomalies lie on contacts or within favourable komatiitic host rocks with interpreted strike extents of at least 4 kilometres.

A ground EM (electro magnetic) survey completed earlier identified two conductive targets within prospective ultramafic units. The survey targeted a 4 kilometre long trend of ultramafics within E53/988, where strong nickel (to 6405ppm) and copper (to 3525ppm) anomalies from previous RAB traverses occur on contact komatiite positions. Cullen attempted to drill these targets during the December 2006 quarter, however the drill rig was unable to reach the targets due to drilling conditions.

Officer Hill Joint Venture

Newmont Australia have joint ventured into EL23150 which is located 34 kilometres southwest of The Callie gold mine, also owned by Newmont. Previous explorers located sporadic mineralization from drilling such 4 metres @ 4.64g/t, numerous short intervals of 1-4g/t, and several wide intercepts of 0.1-1g/t. The prospect is considered to have excellent potential to host steeply plunging shoots such as those at the Tanami Gold Mine. An apparent fold closure to the east offers the possibility of discovery of Callie-style mineralization at depth.

Corporate

Since the end of the year, the Company has issued 20.9 million shares at a price of 3.2 cents per share raising \$670,000. The funds are being used for exploration and working capital purposes.

Joseph Gutnick Chairman

The technical information in this report has been reviewed and approved by Dr D S Tyrwhitt who is a member of the Australasian Institute of Mining and Metallurgy and has over 40 years experience in the industry. The Directors of Quantum Resources Limited present their report for the year ended 30 June 2007.

1. Directors

The Directors of the Company in office since 1 July 2006 and up to the date of this Report are:

Mr Joseph GutnickFAusIMM FAIM MAICD Chairman and Managing Director

Mr Gutnick has been a Director of the Company since 1987 and is currently Chairman and Managing Director of Astro Diamond Mines N.L. (October 1988 to current); Great Gold Mines N.L. (July 1987 to current); President and Chief Executive Officer of Golden River Resources Corporation (March 1988 to current) and Legend International Holdings Inc (December 2004 to current) Delaware Corporations listed on the over the counter market in the USA and President and Chief Executive Officer of Northern Capital Resources Corporation and Yahalom International Resources Corporation, Nevada (USA) Corporations and Calvert River Resources, Inc. (a Delaware (USA) corporation). Mr Gutnick has been responsible for overseeing the discovery, development and operation of a number of world class gold and nickel mines in Australia. He was awarded the Diggers award at the 1997 Diggers and Dealers Industry Awards and is a former Director of the World Gold Council. Age 55

Dr David Tyrwhitt PhD(Geology) BSc(Hons) FSEG(USA) FAusIMM CPGeo Non-Executive Director

Dr Tyrwhitt has been a Director of the Company since 1999. He has more than 40 years experience in the mining industry. He is currently a Director of Astro Diamond Mines N.L. (November 1996 to current), Great Gold Mines N.L. (November 1996 to current), Golden River Resources Corporation (November 1996 to current) and Legend International Holdings Inc (March 2005 to current). He worked for over 20 years with Newmont Mining Corporation in Australia, South East Asia and the United States. During this time, he was responsible for the discovery of the Telfer Gold Mine in Western Australia. He was Chief Executive of Newmont Australia Limited between 1984 and 1988 and Chief Executive Officer of Ashton Mining Limited between 1988 and 1991. He established his own consultancy in 1991 and worked with Normandy Mining Limited on a number of mining projects in South East Asia. Age 69

Mr Mordechai Gutnick Non-Executive Director

Mr Mordechai Gutnick is a businessman and long-term investor in the mining industry. He is also a Director of Astro Diamond Mines N.L. (May 2003 to current), Great Gold Mines N.L. (May 2003 to current) and Golden River Resources Corporation (appointed September 2005). Age 28

2. Principal Activities and Review and Results of Activities

The principal activities of the Company during the financial year was mineral exploration. There has been no significant change in the nature of these activities during the financial year.

Objectives

The Company's objective is to increase shareholder wealth through successful exploration activities whilst providing a safe workplace and ensuring best practice in relation to its environmental obligations.

The key opportunity for the Company during the year has been the advancement of its exploration projects however, this was hampered by the difficulty in sourcing consultants, drilling rigs, field supplies and field infrastructure allowing it to commence a field program.

Income Statement

As an exploration company, Quantum does not have an ongoing source of revenue. Its revenue stream is normally from ad-hoc tenement disposals, sale of fixed assets and interest received on cash in bank.

In the current year, revenue has increased from \$20,825 in 2006 to \$71,885 in 2007. Revenue in both years was interest income and the increase in 2007 resulted from the higher level of cash reserves and interestbearing receivables. Other income decreased from \$752,356 in 2006 to \$nil in 2007. In 2006, the Company

sold shares in Regis Resources N.L. and generated a gain on the disposal of \$444,629 and reversed a provision for doubtful debts of \$305,225 when a debt owing to the Company, previously thought to be doubtful, was repaid in full. In 2007, there were no comparable transactions.

Costs and expenses have decreased from \$1,046,820 in 2006 to \$976,396 in 2007. Exploration expenditure provided for or write off amounted to \$568,017 in 2006 compared to \$241,945 in 2007 as a result of the surrender of non-prospective tenement interests and expenditure incurred under a joint venture farm-in agreement. Administration expenses amounted to \$695,250 in 2007 compared to \$457,766 in 2006. Other expenses increased from \$2,464 in 2006 to \$38,949 in 2007. As a result, the Company made a net loss after tax for 2007 of \$904,511 compared to a net loss after tax of \$273,639 for 2006.

Balance Sheet

At 30 June 2007, the Company had cash at bank of \$128,845. During the year, the Company reduced our receivables from \$519,000 to \$127,302 and increased the capitalized exploration expenditure by \$410,552 to \$571,600. At 30 June 2007 the Company had total liabilities of \$57,682. As a result, the Company had at 30 June 2007 working capital of \$198,465 and net assets of \$771,507.

Cash Flow

During the year, the Company paid \$645,322 for operating activities, \$653,624 for exploration costs, loaned an Other Entity \$256,354 on normal arms length terms and conditions and received repayments of a loan receivable of \$646,993. At year end, the Company had \$128,845 in cash.

3. Significant Change in State of Affairs

The Directors are of the opinion that other than that disclosed in the Principal Activities section of the Directors' Report, there have not been any significant changes in the state of affairs of the Company during the year under review.

4. Dividends

The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of dividend since the end of the previous financial year and up to the date of this Annual Report.

5. Events After The End Of The Financial Year

Other than as set out in note 20 to the Financial Statements, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which in the opinion of the Directors of the Company, has significantly affected or may significantly affect:

the operations of the Company
the results of those operations, or
the state of affairs of the Company

in financial years subsequent to this financial year.

6. Future Developments and Results

There are no likely developments of which the Directors are aware which could be expected to significantly affect the results of the Company's operations in subsequent financial years not otherwise disclosed in this Annual Report.

7. Options

At the date of this Report, the Company had on issue the following options over fully paid ordinary shares.

(i) Listed

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
43,748,673	31 October 2010	No issue price	A\$0.10	Anytime after 1 January 2002

During the year and up to the date of this Report, no options were issued and no options have been exercised. Optionholders have no rights to participate in an issue of shares unless they convert their options. The names of all the persons who currently hold options are entered on a register maintained for the Company, by Link Market Services Limited. In accordance with the Corporations Act 2001, this Register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
32,875,597	30 April 2012	A\$0.02	A\$0.10	Anytime after
				1 January 2003

During the year and up to the date of this Report, no options have been issued and no options have been exercised. Optionholders have no rights to participate in an issue of shares unless they convert their options. The names of all the persons who currently hold options are entered on a register maintained for the Company, by Link Market Services Limited. In accordance with the Corporations Act 2001, this Register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
68,378,151	30 November 2012	A\$0.02	A\$0.05	Anytime after
				1 July 2003

(ii) Unlisted

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
1,400,000	24 March 2010	A\$0.037	A\$0.08	Under terms and conditions of the employee share option plan

During the year and up to the date of this Report, no options have lapsed, no options have been issued and no options have been exercised. Optionholders have no rights to participate in an issue of shares unless they convert their options. The names of all the persons who currently hold options are entered on a register maintained for the Company, by the Company. In accordance with the Corporations Act 2001, this Register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
8,000,000	19 October 2011	Nil	A\$0.07	Under terms and conditions of the employee share option plan

During the year and up to the date of this Report, 2,100,000 options have lapsed, 10,100,000 options have been issued and no options have been exercised. Optionholders have no rights to participate in an issue of shares unless they convert their options. The names of all the persons who currently hold options are entered on a register maintained for the Company, by the Company. In accordance with the Corporations Act 2001, this Register may be inspected free of charge.

Options granted to Directors and Officers of the Company during the year and up to the date of this report are set out in the Remuneration Report.

8. Directors' Interests in Shares and Options

The relevant interest of each Director in the number of fully paid ordinary shares and options over fully paid ordinary shares of the Company disclosed by that Director to the Australian Stock Exchange as at the date of this Report is:

Director			Relevant Interest
	Ordinary Shares	Employee Options	Options 31/10/2010	Options 30/04/2012	Options 30/11/2012
J I Gutnick	-	-	-	-	-
D S Tyrwhitt	-	-	-	-	-
M Z Gutnick	9,672,022	2,000,000	532	-	-

9. Meetings of Directors

The number of meetings of Directors held including meetings of Committees of the Board during the financial year including their attendance was as follows:

	BOARD			AUDIT	REMUNERATION
				COMMITTEE		COMMITTEE
	ELIGIBLE	ATTENDED	ELIGIBLE	ATTENDED	ELIGIBLE	ATTENDED
	TO		TO		TO
	ATTEND		ATTEND		ATTEND
J I Gutnick	4	4	-	-	-	-
D S Tyrwhitt	4	4	2	2	-	-
M Z Gutnick	4	4	2 2		-	-

Note: Dr. D.S. Tyrwhitt and Mr M Z Gutnick were members of the Audit Committee and Remuneration Committee during the year and up to the date of this Report.

10. Company Secretary

Mr Peter Lee is the Company Secretary of the Company. Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. He has over 25 years commercial experience and is currently General Manager Corporate and Company Secretary of several listed public companies in Australia and a Director, Chief Financial Officer and Secretary of a US Corporation listed on the over the counter market in the USA and Chief Financial Officer and Secretary of a further three US Corporations listed on the over the counter market in the USA.

11. Directors And Officers' Indemnity

The Company has entered into an Indemnity Deed with each of the Directors and certain former Directors which will indemnify them against liability incurred to a third party (not being the Company or any related company) where the liability does not arise out of conduct including a breach of good faith. The Indemnity Deed will continue to apply for a period of 10 years after a Director ceases to hold office and a Director's Access and Insurance Deed with each of the Directors pursuant to which a Director can request access to copies of documents provided to the Director whilst serving the Company for a period of 10 years after the Director ceases to hold office. There will be certain restrictions on the Directors' entitlement to access under the deed.

12. Environment

The exploration activities of the Company are conducted in accordance with and controlled principally by Australian state and territory government legislation. The Company has exploration land holdings in Western Australia and Northern Territory. The Company employs a system for reporting environmental incidents, establishing and communicating accountability, and rating environmental performance. During the year data on environmental performance was reported as part of the monthly exploration reporting regime. In addition, as required under various state and territory legislation, procedures are in place to ensure that the relevant authorities are notified prior to the commencement of ground disturbing exploration activities.

The Company is committed to minimising the impact of its activities on the surrounding environment at the same time aiming to maximise the social, environmental and economic returns for the local community. To this end, the environment is a key consideration in our exploration activities and during the rehabilitation of disturbed areas. Generally rehabilitation occurs immediately following the completion of a particular phase of exploration. In addition, the Company continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.

13. Non- Audit Services

During the year PKF, the Company's auditor, has not performed any other services in addition to their statutory duties.

A copy of the auditors independence declaration as required under Section 307C of the Corporations Act is attached to the Directors' Report.

Details of the amounts paid to the auditor of the Company, PKF, and its related practices for audit and nonaudit services provided during the year are set out below.

	Consolidated
	2007 \$	2006 \$
Statutory audit
Auditors of the Company
- audit and review of financial reports	23,700	23,000

The auditors performed no other services

14. Remuneration Report

(i) Overview of Remuneration Policies - audited

The Company is managed by AXIS Consultants Pty Ltd ("AXIS Consultants") pursuant to a Service Deed dated 25 November 1988. In accordance with the arrangement with AXIS Consultants, it provides company secretarial, finance, geology, exploration, IT and other services to the Company. As a result, the Company has no employees.

Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company, including Directors of the Company and other Executives. Key management personnel includes the five most highly remunerated S300A Directors and Executives of the Company.

Remuneration levels for Directors of the Company are competitively set to attract and retain appropriately qualified and experienced Directors. The Remuneration Committee obtains independent advice on the appropriateness of remuneration packages given trends in comparative companies and the objectives of the Company's remuneration strategy, when appropriate.

The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:

the capability and experience of the Directors;
the Directors ability to control the Company's performance;
the Company's performance including:
− the Company's earnings
− the growth in share price and returns on shareholder wealth

The Company's performance during the current year and over the past four years has been as follows:

	2007 \$	2006 \$	2005 \$	2004 \$	2003 \$
Revenue	71,885	20,825	4,158	449,626	10,763
Net profit (loss)	904,511	(273,629)	(571,573)	10,253	(657,211)
Basic earnings per shares	(0.26)	(0.09)	(0.19)	(0.00)	(0.26)
Diluted earnings per shares	(0.26)	(0.09)	(0.19)	(0.00)	(0.26)
Net assets (deficiency)	771,507	1,637,166	766,893	660,377	191,419

The Directors do not believe the financial or share price performance of the Company is an accurate measure when considering remuneration structures as the Company is in the mineral exploration industry. Companies in this industry do not have an ongoing source of revenue, as revenue is normally from ad-hoc transactions.

The more appropriate measure is the identification of exploration targets, identification and/or increase of mineral resources and reserves and the ultimate conversion of the Company from explorer status to mining status.

(ii) Service Agreements with AXIS Consultants Pty Ltd - audited

Messrs JI Gutnick and MZ Gutnick and Dr DS Tyrwhitt do not have a contract for their services as Directors. Their remuneration and fees are paid to them by AXIS Consultants Pty Ltd, based on amounts agreed by the Company.

Mr. Peter Lee, Company Secretary, does not have a contract of employment with the Company. His services are provided to the Company through the service arrangements with AXIS Consultants Pty Ltd. This service contract with AXIS Consultants Pty Ltd is for an unlimited term and is capable of termination on two months notice.

(iii) Non-Executive Directors - audited

Total remuneration for all Non-Executive Directors, last voted upon by shareholders at the 1999 AGM, is not to exceed \$200,000 per annum. Non-Executive Directors' base fees are presently up to \$20,000 per annum per Director. Non-Executive Directors do not receive performance related remuneration. Directors' fees cover all main board activities and membership of board committee. Non-Executive Directors do not receive any benefits on retirement.

(iv) Performance-Linked Remuneration - audited

Performance linked remuneration focuses on long-term incentives and was designed to reward key management personnel for meeting or exceeding their objectives.

Long-Term Incentive

2005 Employee Share Option Plan

At the Annual General Meeting of the Company held in November 2005, shareholders of the Company approved the introduction of the Quantum Resources Limited 2005 Share Option Plan ("the Plan") and the issue of options under the Plan to the Directors at the time.

The Plan was introduced to assist in the reward, retention and motivation of eligible persons.

The key components of the Plan and conditions imposed by the Board for the initial issue of options were that the options will have no issue price; the exercise price of the options will be an amount as determined by the Board and will be not less than the market price for one share on the date the Board decides to invite a participant to apply for options; the Board can determine the exercise conditions (if any) to apply prior to a participant being able to exercise the options; if the exercise condition is met, the participant (subject to

continuing to be an eligible participant) is able to exercise the options at any time for a period of 3 years after the vesting period; the number of options that can be on issue under the Plan is 5% of the issued number of shares in the Company at the date of an invitation or grant of an option (for this purpose, the 5% is calculated as the number of shares the subject of options the Board proposes to issue an invitation or proposes to grant; the number of shares which would be issued if all offers or options to acquire unissued shares pursuant to this Plan or any other employee share option plan were accepted or exercised; the number of shares issued pursuant to the Plan in the last 5 years; and the number of shares issued during the last 5 years pursuant to any other employee share scheme of the Company); if the employment of a participant is terminated before the end of the vesting period, the options held by that participant will lapse, except where a participant has ceased to be employed due to death or mental incapacity (in such circumstances the Board has the ability to allow the legal personal representative of the participant to exercise the option on the terms set by the Board at the time). In the case of termination after the vesting period, the participant has one month to exercise the option otherwise it lapses; the Board will also have the discretion to have the options expire if it determines that a participant has acted fraudulently, dishonestly or in a manner which is in breach of his or her obligations to the Company or a subsidiary of the Company; participants will have their entitlements in respect of options held adjusted to take account of capital reconstructions and bonus issues as if the option has been exercised before the determination of entitlement in respect of these issues. If the Company makes a pro rata rights issue to shareholders, the exercise price of an option will be reduced according to the formula specified in the Australian Securities Exchange ("ASX") Listing Rules; and in the case of a change of control, options are immediately exercisable notwithstanding exercise conditions or the vesting period.

For the initial grant of options, the Directors resolved that the exercise price will be the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to a Participant (but if no shares were sold on ASX during that 5 day period the exercise price of an option is to be determined by the Board to be equal to the closing price of shares sold on ASX on the last trading day on which the shares were traded) multiplied by up to 200 percent; the options cannot be exercised for 2 years from grant. The options were issued without a specific performance hurdle given the current conditions for attracting and retaining staff in the highly competitive resources market. However a share price hurdle has effectively been built into the options to align shareholders interests with participants' interests.

The options were valued by an external consultant as at grant date using the binomial option pricing model and the following inputs:

Grant date	19 October 2006
Grant date share price	\$0.04
Vesting date	19 October 2008
Expected life in years	3.5
Risk-free rate	5.91%
Volatility	60%
Exercise price	\$0.07
Fair value of option	\$0.013

The following tables disclose options that have been issued to key management personnel under the Plan during 2007. No options were granted during 2006.

MZ Gutnick – Non-Executive Director 2007	2006
Date of issue 19 October 2006	N/A
Number of options 2,000,000	N/A
Issue price	Nil N/A
Exercise price \$0.07	N/A
Value of options \$26,000	N/A
Expiry date 19 October 2011	N/A
Number of options vested during the year	Nil N/A
% vested in year	0% N/A
% forfeited in year	0% N/A
Value yet to vest (unaudited)
- minimum	Nil N/A
- maximum \$148,000	N/A
Number of options on issue
- at 1 July	Nil N/A
- at 30 June 2,000,000	N/A

PJ Lee – General Manager Corporate & Company Secretary	2007	2006
Date of issue	19 October 2006	N/A
Number of options	2,500,000	N/A
Issue price	Nil	N/A
Exercise price	\$0.07	N/A
Value of options	\$32,500	N/A
Expiry date	19 October 2011	N/A
Number of options vested during the year	Nil	N/A
% vested in year	0%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)
- minimum	Nil	N/A
- maximum	\$185,000	N/A
Number of options on issue
- at 1 July	Nil	N/A
- at 30 June	2,500,000	N/A
K Washburn – Manager Exploration (resigned February 2007)
Date of issue	19 October 2006	N/A
Number of options	1,500,000	N/A
Issue price	Nil	N/A
Exercise price	\$0.07	N/A

Value of options \$19,500 N/A Expiry date 19 October 2011 N/A Number of options vested during the year Nil N/A % vested in year 0% N/A % forfeited in year 100% N/A

Value yet to vest (unaudited) N/A - minimum N/A N/A

Number of options on issue N/A - at 1 July Nil N/A

1.	Details concerning the valuation methodology and key assumptions made in the option valuations are set out on
	the preceding pages.

The minimum value of options yet to vest is \$nil as the vesting conditions have not been met and consequently the option may not vest.
The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised, and whether the price hurdles are met during the vesting period. The maximum value shown are based on the assumptions that the share price on the date the option is exercised does not exceed \$0.074 for the grants issued on 19 0ctober 2006. These share prices represent a maximum price included in the volatility assumptions within the valuation of the options.
Unless otherwise disclosed, no options were exercised and no options lapsed in the year.

Value of options at date of forfeiture \$Nil

maximum N/A
at 30 June Nil

(v) Details of Directors, Executives and Remuneration - audited

As noted in section (i), management services are provided to the Company by AXIS Consultants Pty Ltd. AXIS Consultants Pty Ltd pays the Chairman and Managing Director's remuneration and Non-Executive Directors' fees on behalf of the Company, based on pre-agreed amounts. AXIS Consultants invoices the Company for remuneration paid to the Company's Executives (not being Directors) based on the time the Executive spends in servicing the requirements of the Company. AXIS Consultants has provided the following information in regard to the amounts invoiced to the Company for the Directors and Executives in respect of all remuneration (as that term is defined in the Corporations Act 2001) received by the Directors and/or Executives in connection with the management of the affairs of the Company.

The names of the Directors and Executives in office during the year are as follows:-

(a) Directors

J I Gutnick – Chairman and Managing Director

D S Tyrwhitt – Non Executive Director

M Z Gutnick – Non Executive Director

(b) Executives

P J Lee – General Manager Corporate & Company Secretary K Washburn – Exploration Manager (resigned February 2007) CD Taylor – Exploration Manager (contract expired December 2006)

Details of the nature and amount of each major element of remuneration of each Director of the Company and each Executive of the Company are:

				Post	Equity		s300A	s300A
		Primary		employment	compensation		(1)(e)(i)	(1)(e)(vi) Value
			Non	Super			Proportion of	of options as
			monetary	annuation	Value of		remuneration	proportion of
		Salary & fees	benefits	benefits	options	Total	performance	remuneration
		\$	\$	\$	\$	\$	related %	%
Directors
J I Gutnick	2007 2006	95,083 95,000	2,287 5,281	13,915 14,000	- -	111,285 114,281	0.00 0.00	0.00 0.00
D S Tyrwhitt	2007 2006	20,000 20,000	- -	1,800 1,800	- -	21,800 21,800	0.00 0.00	0.00 0.00
M Z Gutnick	2007 2006	20,000 20,000	113 4,435	1,800 1,800	9,047 -	30,960 26,235	29.2 0.00	29.2 0.00
Total all Directors	2007 2006	135,083 135,000	2,400 9,716	17,515 17,600	9,047 -	164,045 162,316
Executives
P J Lee	2007 2006	26,442 25,564	2,118 4,301	5,228 4,615	11,308 -	45,096 34,480	25.1 0.00	25.1 0.00
K Washburn	2007 2006	18,848 34,924	841 1,370	1,730 3,143	- -	21,419 39,437	0.00 0.00	0.00 0.00
C D Taylor	2007 2006	- 33,131	- 1,066	- 2,982	- -	- 37,179	0.00 0.00	0.00 0.00
Total all Executives	2007 2006	45,290 93,619	2,959 6,737	6,958 10,740	11,308 -	66,515 111,096
Total all Directors & Executives	2007	180,373	5,359	24,473	20,355	230,560
	2006	228,619	16,453	28,340	-	273,412

There were no STI cash bonuses, post-employment prescribed benefits, termination benefits or insurance premiums paid during 2007 or 2006.

Signed in accordance with a resolution of the Board of Directors at Melbourne this 27th day of September 2007.

JI Gutnick Director

Quantum Resources Limited Income Statement For the Year Ended 30 June 2007

	Notes	2007 \$	2006 \$
Continuing Operations
Finance revenue	3	71,885	20,825
Revenue		71,885	20,825
Other income Exploration expenditure written off Administration expenses Other expenses Finance costs	3 3 3	- (241,945) (695,250) (38,949) (252)	752,356 (568,017) (457,766) (2,464) (18,573)
Loss before income tax		(904,511)	(273,639)
Income tax expense	4	-	-
Loss for the period after tax from continuing operations		(904,511)	(273,639)
Loss attributable to members		(904,511)	(273,639)
Earnings per share		Cents	Cents
Basic loss per share for the year attributable to ordinary equity holders	5	(0.26)	(0.09)
Diluted loss per share for the year attributable to ordinary equity holders	5	(0.26)	(0.09)

The income statement is to be read in conjunction with the accompanying notes to the financial statements.

Quantum Resources Limited Balance Sheet as at 30 June 2007

	Note	2007 \$	2006 \$
ASSETS
Current Assets
Cash and cash equivalents Receivables	6 7	128,845 127,302	1,037,152 10,500
Total Current Assets		256,147	1,047,652
Non-Current Assets
Receivables Available-for-sale investments Exploration expenditure Property, plant and equipment	7 8 9 10	- 782 571,600 660	509,000 879 161,048 -
Total Non-Current Assets		573,042	670,927
TOTAL ASSETS		829,189	1,718,579
LIABILITIES
Current Liabilities
Trade and other payables	11	57,682	81,413
Total Current Liabilities		57,682	81,413
TOTAL LIABILITIES		57,682	81,413
NET ASSETS		771,507	1,637,166
EQUITY
Share capital Reserves Accumulated losses	12 13	53,484,829 659,102 (53,372,424)	53,484,829 620,250 (52,467,913)
TOTAL EQUITY		771,507	1,637,166

The balance sheet is to be read in conjunction with the accompanying notes to the financial statements.

Quantum Resources Limited Cash Flow Statements for the Year Ended 30 June 2007

	Note	2007 \$	2006 \$
Cash flows from operating activities
Payments in the course of operations Interest received Borrowing costs paid		(716,955) 71,885 (252)	(476,287) 20,825 (3,234)
Net cash (used in) operating activities	16	(645,322)	(458,696)
Cash flows from investing activities
Payments for exploration expenditure Proceeds from loan receivable Loans to other entity Proceeds from disposal of available-for-sale investments		(653,624) 646,993 (256,354) -	(266,085) 401,591 (479,821) 476,273
Net cash provided by/(used in) investing activities		(262,985)	131,958
Cash flows from financing activities
Proceeds from issue of shares Transaction costs on issue of shares Proceeds from borrowings Repayment of borrowings		- - - -	1,620,640 (134,179) 282,450 (406,414)
Net cash provided/(used) by financing activities		-	1,362,497
Net increase/(decrease) in cash held		(908,307)	1,035,759
Cash and cash equivalents at beginning of period		1,037,152	1,393
Cash and cash equivalents at end of period	6	128,845	1,037,152

The cash flow statements are to be read in conjunction with accompanying notes to the financial statements.

Quantum Resources Limited Statement of Changes in Equity for the Year Ended 30 June 2007

	Issued Capital \$	Accumulated Losses \$	Reserves \$	Total Equity \$
At 1 July 2005	51,982,991	(52,194,274)	978,176	766,893
Loss for the period	-	(273,639)	-	(273,639)
Net loss on available-for–sale financial assets	-	-	(357,926)	(357,926)
Issue of share capital	1,620,640	-	-	1,620,640
Equity transaction costs	(118,802)	-	-	(118,802)
At 30 June 2006	53,484,829	(52,467,913)	620,250	1,637,166
Loss for the period	-	(904,511)	-	(904,511)
Net loss on available-for-sale financial assets	-	-	(48)	(48)
Share-based payments charge	-	-	38,900	38,900
At 30 June 2007	53,484,829	(53,372,424)	659,102	771,507

The statement of changes in equity are to be read in conjunction with the accompanying notes to the financial statements.

(a) Reporting Entity

Quantum Resources Limited (the "Company") is a company domiciled in Australia. The financial report of the Company for the year ended 30 June 2007 comprises the Company only and has not been consolidated with any other entity.

The financial report was authorised for issue by the Directors on 27 September 2007.

(b) Basis of preparation

The financial report is presented in Australian dollars.

The financial report has been prepared on a historical cost basis, except for the revaluation of available-for-sale financial assets that have been measured at fair value in accordance with Australian Accounting Standards.

The preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of Australian Accounting Standards that have a significant effect on the financial report and estimates with a significant risk of material adjustment in the next year are discussed in note 1(d)(xviii).

The accounting policies set out below have been applied consistently to all periods presented in the financial report.

(c) Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards ('AASBs') (including Australian Interpretations) adopted by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001. The financial reports of the Group Company also comply complies with IFRS and interpretations adopted by the International Accounting Standards Board.

(d) Summary of significant accounting policies

(i) Foreign currency translation

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All differences in the financial report are taken to the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

(d) Summary of significant accounting policies (Cont'd)

(ii) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Finance Interest

Interest revenue is recognised as the interest accrues.

(iii) Finance costs

Financing costs comprise interest payable on borrowings. Interest is recognised as an expense when incurred.

(iv) Leases

Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

(v) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

(vi) Other receivables

Other receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

Receivables from other entities are recognised and earned carried at nominal amount due. Interest is taken up as income on an accrual basis.

(vii) Impairment of assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset of a cash-generating unit exceeds its recoverable amount, the asset or cash generating unit is impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in

(d) Summary of significant accounting policies (Cont'd.)

(vii) Impairment of assets (Cont'd)

prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(viii) Income tax

Current 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.

Current tax is the expected tax payable on the taxable income for the period. The Company has not derived taxable income in either the current or previous periods.

Deferred income tax is determined using the balance sheet method which calculates temporary differences on the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

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

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(ix) Other taxes

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

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

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

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

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

(x) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, investments, which are classified as held for trading and availablefor-sale, are measured at fair value. Gains or losses on investments held for trading are recognised in the income statement.

(d) Summary of significant accounting policies (Cont'd)

(x) Investments (Cont'd)

Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

For investments that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date.

For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.

Purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date i.e. the date that the Company commits to purchase the asset.

(xi) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses (see accounting policy (vii)).

Depreciation is charged to the income statement on a straight line basis over the estimated useful life of the assets. The estimated useful life of motor vehicles is between 3 and 5 years.

The asset's residual values, useful lives and amortisation methods are reviewed and adjusted if appropriate, at each financial year end.

When an asset's carrying value is increased as a result of a revaluation, the increase is, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in the income statement, credited directly to revaluation reserve.

When an asset's carrying amount is decreased as a result of a revaluation, the decrease is, except to the extent of any credit balance existing in the revaluation reserve in respect of that asset, recognised in the income statement.

The revaluation surplus is transferred directly to retained earnings when the asset is derecognised.

(xii) Exploration

Exploration expenditure is capitalised for each separate area of interest where rights to tenure are current and:

(a) such costs are expected to be recovered through successful development and exploitation or by sale; or
(b) where activities in the area of interest have not yet reached a stage which permits reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing.

Ultimate recoupment of exploration expenditure carried forward is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas.

(d) Summary of significant accounting policies (Cont'd)

(xii) Exploration (Cont'd)

The carrying values of expenditures carried forward are reviewed for impairment at each reporting date when the facts, events or changes in circumstances indicate that the carrying value may be impaired. Accumulated expenditures are written off to the income statement to the extent to which they are considered to be impaired.

The key points that are considered in this review include:

planned drilling programs and data evaluation.
environmental issues that may impact the underlying tenements.
the estimated market value of assets at the review date.

Information used in the review process is rigorously tested to externally available information as appropriate.

(xiii) Joint Venture operations

The interest of the Company in unincorporated joint ventures are brought to account by recognising in its financial statements the assets it controls, the liabilities it incurs and the expenses it incurs in relation to the joint venture.

(xiv) Trade and other payables

Trade and other payables are stated at cost.

(xv) Interest-bearing borrowings

Interest-bearing borrowings are recognised at cost. After initial recognition interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value, if any, being recognised in the income statement over the period of the borrowings on an effective interest basis.

(xvi) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, 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 determined by discounting the expected future cash flows at a pretax rate that reflects the risks specific to the liability.

(xvii) Share capital

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

(xviii) Share based payment transactions

Share-based compensation benefits are provided to employees, Directors, officers or consultants of the Company or an associated body corporate and such other persons nominated by the Directors under the Quantum Resources Limited 2005 Share Option Plan which allows participants to acquire shares of the Company.

The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the participants become unconditionally entitled to the options. The fair value of the options granted is measured using the binomial option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest at each balance sheet date.

(d) Summary of significant accounting policies (Cont'd)

(xix) Accounting estimates and judgements

Management discussed with the Audit Committee the development, selection and disclosure of the Company's critical accounting policies and estimates. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.

Key sources of estimation uncertainty

Note 1(xi) contains information about the assumptions and their risk factors relating to exploration expenditure impairment.

(xx) New and Revised Accounting Standards and Interpretations

All new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to Quantum Resources Limited's operations and effective for annual reporting periods beginning on 1 July 2006 have been adopted by the Company.

Consideration has been given to new and revised standards and interpretations issued by AASB that are not yet effective and the Directors do not believe that they will have any material financial impact on the financial statements of the Company.

2. SEGMENT INFORMATION

The principal business and geographical segment of the Company is mineral exploration within Australia.

		Note	2007 \$	2006 \$
3.	REVENUE AND EXPENSES
	Loss before income tax expense includes the following revenues and expenses whose disclosure is relevant in explaining the performance of the entity:
	(i) Finance revenue Interest Other Entity Other	18	60,003 11,882	13,202 7,623
	Total finance revenue		71,885	20,825
	(ii) Other income Net gain on disposal of available-for-sale investments Decrease in allowance for doubtful receivable Sundry income		- - -	444,629 305,225 2,502
	Total other income		-	752,356
	(iii) Other expense Employee share option amortisation Impairment of other investments		38,900 49	- 2,464
	Total other expense		38,949	2,464

3.	REVENUE AND EXPENSES (Cont'd)	Note	2007 \$	2006 \$
	(iv) Finance Costs Borrowing costs
	Related Parties Other Entity Other	18 18	- - 252	15,337 3,234 2
	Total finance costs		252	18,573
	(v) Auditors' remuneration Audit services Other services		23,700 -	23,000 -
4.	TAXATION
	(a) Income tax expense
	Prima facie income tax benefit calculated at 30% (2006: 30%) on the loss		271,353	82,092
	(Decrease)/increase in income tax benefit due to:
	Exploration expenditure written off		123,166	(90,704)
	Employee share options		(11,670)	-
	Sundry items Capital (losses)/gains		(571) -	2,408 133,389
	Deferred tax asset not recognised		(382,278)	(127,185)
	Income tax expense on loss		-	-

(b) Deferred tax asset not recognised

The deferred tax asset in respect of tax losses has not been recognised for as an asset in the financial statements as the realisation of the benefit is not probable.

Deferred tax assets have been calculated at 30%.

The potential future income tax benefit at 30 June 2007 not recognised is as follows:

Revenue losses	5,410,166	5,027,887
Capital losses	8,185,787	8,185,787
Quarantined foreign losses	1,329,017	1,329,017

5. EARNINGS PER SHARE

Basic earnings per share

The calculations of basic earnings per share for the year ended 30 June 2007 was based on the loss attributable to ordinary shareholders of \$904,511 (year ended 30 June 2006: loss \$273,639) and a weighted average number of ordinary shares outstanding during the year ended 30 June 2007 of 351,113,528 (year ended 30 June 2006: 316,369,670) calculated as follows:

	2007	2006
Loss attributable to ordinary shareholders	\$	\$
For the year ended 30 June Loss for the period	(904,511)	(273,639)

5.	EARNINGS PER SHARE (Cont'd)	2007 Number of shares	2006 Number of shares
	Weighted average number of ordinary shares For the year ended 30 June
	Issued ordinary shares at the beginning of the financial period Effect of shares issued May	351,113,528 -	310,597,528 5,772,142
	Weighted average number of ordinary shares at the end of the financial period	351,113,528	316,369,670
	Diluted earnings per share
	155,002,421 options at reporting date were not dilutive as the conversion would result in a reduced loss per share.
		2007	2006
6.	CASH AND CASH EQUIVALENTS	\$	\$
	Cash at bank	128,845	1,037,152
7.	RECEIVABLES
	CURRENT
	Non-trade receivables Advance to Other Entity Other	118,357 8,945 127,302	- 10,500 10,500
	NON-CURRENT
	Advance to Other Entities	-	509,000
8.	AVAILABLE-FOR-SALE INVESTMENTS
	NON-CURRENT
	Listed Shares at fair value Other Entities less Impairment writedown	25,900 (25,118)	25,949 (25,070)
	Unlisted Shares at cost Other Entity	782 1	879 1
	less Impairment writedown	(1)	(1)

9. EXPLORATION EXPENDITURE

At cost	571,600	161,048

782 879

			2007	2006
10. PLANT AND EQUIPMENT			\$	\$
Plant and Equipment At cost Balance 1 July Other acquisitions Balance at 30 June			- 1,187 1,187	- - -
Depreciation Balance 1 July Depreciation charge for the year Balance at 30 June			- 527 527	- - -
Carrying amounts Balance at 1 July Balance at 30 June			- 660	- -
11. TRADE AND OTHER PAYABLES
CURRENT
Trade creditors and accruals			57,682	81,413
12. SHARE CAPITAL
Ordinary shares Issued and fully paid			53,484,829	53,484,829
Movements in ordinary shares on issue	2007 No. of shares	2007 \$	2006 No. of shares	2006 \$
At 1 July Placement of shares (2006: 2.5 cents) Transaction costs on share issue	351,113,528 - -	53,484,829 - -	310,597,528 40,516,000 -	51,982,991 1,620,640 (118,802)
At 30 June	351,113,528	53,484,829	351,113,528	53,484,829

Effective 1 July 1998, the corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly, the Company does not have authorised capital nor par value in respect of its issued shares.

Terms and Conditions of Contributed Equity

Ordinary Shares:

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. In the event of winding up of the Company ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation.

Options:

43,748,673 options are on issue at an exercise price of \$0.10 per option which, if exercised, will entitle the option holder to one ordinary fully paid share in the Company for each option. Options not exercised by 31 October 2010 will lapse.

12. SHARE CAPITAL (Cont'd)

32,875,597 options are on issue at an exercise price of \$0.10 per option which, if exercised, will entitle the option holder to one ordinary fully paid share in the Company for each option. Options not exercised by 30 April 2012 will lapse.

68,378,151 options are on issue at an exercise price of \$0.05 per option which, if exercised, will entitle the option holder to one ordinary fully paid share in the Company for each option. Options not exercised by 30 November 2012 will lapse.

1,400,000 employee options are on issue at an exercise price of \$0.08 per option and 8,600,000 employee options are on issue at an exercise price of \$0.07 per options. Refer note 14 for details.

	\$	2006 \$
13. RESERVES
Option premium reserve Share based payment reserve Fair value reserve	619,690 38,900 512	619,690 - 560
	659,102	620,250
Movement in reserves
Share based payment reserve
At 1 July Amortisation of fair value of employee share options	- 38,900	- -
At 30 June	38,900	-
Fair value reserve
At 1 July Net change in fair value of available-for sale investments	560 (48)	358,486 (357,926)
At 30 June	512	560

Option premium reserve

The option premium reserve represents the amounts contributed for the future right to acquire shares at a pre-determined price. The options have an exercise price of 10 cents and a latest expiry date of 30 April 2012.

Share based payment reserve

The share based payment share option reserve represents the accumulated amortisation of the fair value of services provided with respect to employee options issued. Details of the share option plan are outlined in Note 14.

Fair value reserve

The fair value reserve represents the cumulative net increase in the fair value of available-for-sale investments until the investment is derecognised.

14. EMPLOYEE BENEFITS

Share based payments

At the 2005 annual general meeting, the Company established the Quantum Resources Limited 2005 Share Option Plan which allows employees, Directors, officers or consultants of the Company or an associated body corporate and such other persons nominated by the Directors to participate in the plan.

14. EMPLOYEE BENEFITS (Cont'd)

Grants of events of options made under this plan during the period year are as follows:

On 19 October 2006, 10,100,000 options were issued at an exercise price of \$0.07. Optionholders must remain eligible (which would usually mean remaining an eligible person although the Board has some discretion to allow continued participation in the event of an eligible person's death, mental incapacity, ill health, accident or redundancy) to participate in the plan throughout the two (2) year vesting period and can be exercised at any time following vesting up to 19 October 2011. All options, if exercised, will be settled by physical delivery of the shares.

The number and weighted average exercise price of share options is as follows:

	2007		2006
	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options
Outstanding at the beginning of the
year	-	-	N/A	N/A
Granted during the year	\$0.07	10,100,000	N/A	N/A
Forfeited during the year	\$0.07	(1,500,000)	N/A	N/A
Outstanding at the end of the year	\$0.07	8,600,000	N/A	N/A
Exercisable during the year	-	-	N/A	N/A

The options outstanding at 30 June 2007 have an exercise price of \$0.07 and a remaining contractual life of 4.2 years. The value of services received in return for employee share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on a binomial option pricing model. The contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the binomial option pricing model.

Fair value at shares, options and assumptions	2007	2006
Fair value at measurement date	1.3¢	N/A
Share price	4.0¢	N/A
Exercise price	7.0¢	N/A
Expected volatility (estimated average volatility used in the modelling
under binomial option pricing model)	60%	N/A
Option life (expressed as weighted average life used in the modelling
under binomial option pricing model)	3.5 years	N/A
Expected dividends	Nil	N/A
Risk-free interest rate (based on Australian Government
five-year bond rate at grant date)	5.91%	N/A

The expected volatility is based on the recent historic volatility of comparable listed companies (calculated based on the mid point remaining life of the share options) adjusted for any expected changes to future volatility due to publicly available information.

Employee share options are granted under service conditions. No market or non-market performance conditions are taken into account in the grant date fair value measurement of the services received.

Employee expenses	2007 \$	2006 \$
Share options granted in 2006 Total expense recognised as employee cost	38,900	N/A

On 24 March 2000 the Company granted unlisted options over 5,325,000 unissued ordinary shares to employees at an issue price of 3.7 cents under the employee share option plan.

14. EMPLOYEE BENEFITS (Cont'd)

(i) The options are exercisable from 25 March 2003 until the earlier of their expiry date on 24 March 2010 or the termination of the person's employment.
(ii) The options may only be exercised if the price on the ASX of the ordinary shares in the Company has increased by a factor of 20%, after adjustments for rights issues, bonus issues and dividends, from the date that the options were acquired.
(iii) The exercise price for the option will be equal to the weighted average market price of the ordinary shares on the five business days prior to and including the date of acquisition, less the issue price.

	2007	2006
Off Balance Sheet Items
Unissued ordinary shares of the Company under option	1,400,000	1,400,000
The market value of the shares under these options at 30 June was:	\$0.033	\$0.04
Exercise price	\$0.08	\$0.08
Number of options repurchased by the Company	-	-
Value of options repurchased by the Company	-	-
Interest free option loans provided	\$51,800	\$51,800

Interest free loans were made available to participants who subscribed for options. The option loans are repayable if the participant disposes of any ordinary shares acquired as a result of the exercise of the options or on the termination of employment, however in these circumstances the Company will buy back the options and use the proceeds to repay the loan.

The Company may at the discretion of the Board, make loans to participants to fund the exercise price of the options. These loans are likely to be interest free and repayable with "after tax" dividends or on the earlier of the disposal of the ordinary shares or the termination of the executive's employment.

15. ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE

(a) Interest Rate Risk

The Company's exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below:

2007	Note	Weighted average interest rate %	Floating interest rate \$	1 year or less \$	Fixed interest maturing in: Over 1 to 5 years \$	More than 5 years \$	Non interest bearing \$	Total \$
Financial assets Cash and cash equivalents	6	3.50%	128,845	-	-	-	-	128,845
Receivables Other investments	7 8	10.10% -	118,357 -	- -	- -	- -	8,945 782	127,302 782
Total			247,702	-	-	-	9,727	256,929

15. ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (Cont'd)

						Fixed interest maturing in:
2007		Note	Weighted average interest rate %	Floating interest rate \$	1 year or less \$	Over 1 to 5 years \$	More than 5 years \$	Non interest bearing \$	Total \$
other	Financial liabilities Trade and payables	10	-	-	-	-	-	57,682	57,682
Total				-	-	-	-	57,682	57,682
2006
cash	Financial assets Cash and equivalents Receivables Available-for	6 7 8	4.10% 9.60% -	1,037,152 509,000 -	- - -	- - -	- - -	- 10,500 879	1,037,152 519,500 879
sale	investments
Total				1,546,152	-	-	-	11,379	1,557,531
other	Financial liabilities Trade and payables	10	-	-	-	-	-	81,413	81,413
Total				-	-	-	-	81,413	81,413

(b) Foreign Exchange Risk

At 30 June 2007 there are no material foreign exchange risks.

(c) Credit Risk Exposures

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.

(d) Net Fair Values of Financial Assets and Liabilities

The Company's financial assets and liabilities that are recorded on the balance sheet are carried at amounts that approximate net fair value.

Valuation Approach

Net fair values of financial assets and liabilities are determined by the Company on the following basis:

Cash, cash equivalents and short-term investments: The carrying amount approximates fair value because of their short-term to maturity.

Receivables and payables: The carrying amount approximates fair value.

Available-for-sale investments: For available-for-sale investments traded in organised financial markets, fair value is the current quoted market bid price adjusted for transaction costs necessary to realise the asset. For investments where there is no quoted market price, a reasonable estimate of the fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows or the underlying net asset base of the investment.

			2007 \$	2006 \$
16.		CASH FLOW STATEMENTS
	(a)	Reconciliation of operating loss after income tax to net cash used in operating activities
		Operating (loss) after income tax	(904,511)	(273,639)
		Add non-cash items: Impairment of available-for-sale investments Loss (profit) on disposal of available-for-sale investments Exploration expenditure previously capitalised written off	49 -	2,464 (444,629)
		as unsuccessful Employee share option plan amortisation Allowance for doubtful receivable	241,945 38,900 -	568,017 - (305,225)
		Net cash used in operating activities before change in assets and liabilities	(623,617)	(453,012)
		Changes in assets and liabilities (Increase)/Decrease in receivables (Decrease)/Increase in trade creditors and accruals	1,555 (23,260)	40,925 (46,609)
		Net cash used in operating activities	(645,322)	(458,696)

(b) Reconciliation of cash

For the purposes of the Cash Flow Statements, cash includes cash on hand and in banks.

17. COMMITMENTS

(a) Exploration

The Company has to perform minimum exploration work and expend minimum amounts of money on its tenements. The overall expenditure requirement tends to be limited in the normal course of the Company's tenement portfolio management through expenditure exemption approvals and expenditure reductions through relinquishment of parts or the whole of tenements deemed non prospective.

	2007 \$	2006 \$
At balance date the amount which may be required to be expended in respect of the abovementioned is as follows:
Not later than one year Later than one year but not later than five years	757,000 2,464,000	773,000 2,349,000
	3,221,000	3,122,000

The terms and conditions under which the Company has title to its various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Department of Minerals and Energy of Western Australia, as well as Local Government rates and taxes.

17. COMMITMENTS (Cont'd)

(b) Farm-In contracts

The Company is required to spend certain amounts on exploration expenditure and in certain cases make other cash payments to partners to earn interests under Farm-In contracts.

	2007	2006
	\$	\$
At balance date the amount which may be required to be
expended in respect of the abovementioned is as follows:

Less than one year (i)	480,539	-
Later than one year but not later than five years (i)	-	505,627
Later than one year but not later than five years (ii)	458,645	872,694

(i) The Company can withdraw from this commitment after spending \$200,000. To date \$119,441 (2006: \$94,373) has been spent.
(ii) The Company can withdraw from this commitment at anytime. During 2007, the Company met its minimum expenditure commitment.

18. RELATED PARTIES

(a) Key Management Personnel Disclosures

The names of the key management personnel in office during the year are as follows:-

Directors

J I Gutnick – Chairman and Managing Director D S Tyrwhitt – Non Executive Director M Z Gutnick – Non Executive Director

Executives

P J Lee – General Manager Corporate & Company Secretary

K Washburn – Exploration Manager (appointed 1 January 2006, resigned February 2007)

C D Taylor – Exploration Manager (contract expired 23 December 2005)

Pursuant to the Corporations Act Regulation 2M.3.03 and 2M.6.04, Directors and Executives remuneration is disclosed in the Remuneration Report in the Directors' Report of this Annual Report.

The key management personnel compensation are as follows:

	2007 \$	2006 \$
Short-term employee benefits Other long-term benefits	185,732 -	245,072 -
Post-employment benefits Termination benefits	24,473 -	28,340 -
Share-based payments	20,355	-
	230,560	273,412

18. RELATED PARTIES (Cont'd)

(b) Equity Holdings and Transactions

2007	Ordinary Shares Number	Options 31/10/2010 Number	Options 30/4/2012 Number	Options 30/11/2012 Number	Options 24/3/2010 Number	Options 19/10/2011 Number
J I Gutnick
At start of reporting period Granted as remuneration Received on exercise of options or rights Exercised	149,851,493 - - -	42,808,679 - - -	31,165,262 - - -	65,280,741 - - -	1,000,000 - - -	- 2,000,000 - -
Resulting from other changes	(60,520,140)	-	10,000	700	-	-
At close of reporting period	89,331,353	42,808,679	31,175,262	65,281,441	1,000,000	2,000,000
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date	- - -	- 42,808,679 -	- 31,175,262 -	- 65,281,441 -	- - 1,000,000	- - -
D S Tyrwhitt
At start of reporting period Granted as remuneration Received on exercise of options or rights Exercised	- - - -	- - - -	- - - -	- - - -	- - - -	- - - -
Resulting from other changes	-	-	-	-	-	-
At close of reporting period	-	-	-	-	-	-
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date	- - -	- - -	- - -	- - -	- - -	- - -
M Z Gutnick
At start of reporting period Granted as remuneration Received on exercise of options or rights Exercised Resulting from other changes	9,672,022 - - - -	532 - - - -	- - - - -	- - - - -	- - - - -	- 2,000,000 - -
At close of reporting period	9,672,022	532	-	-	-	2,000,000
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date	- - -	- 532 -	- - -	- - -	- - -	- - -
P J Lee
At start of reporting period Granted as remuneration Received on exercise of options or rights Exercised Resulting from other changes	280 - - - -	- - - - -	- - - - -	- - - - -	350,000 - - - -	- 2,500,000 - -
At close of reporting period	280	-	-	-	350,000	2,500,000
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date	- - -	- - -	- - -	- - -	- - 350,000	- - -

18. RELATED PARTIES (Cont'd)

(b) Equity Holdings and Transactions

	Ordinary Shares Number	Options 31/10/2010 Number	Options 30/4/2012 Number	Options 30/11/2012 Number	Options 24/3/2010 Number	Options 19/10/2011 Number
K Washburn*
At start of reporting period Granted as remuneration Received on exercise of options	- - -	- - -	- - -	- - -	- - -	- 1,500,000 -
or rights Exercised Resulting from other changes	- -	- -	- -	- -	- -	- (1,500,000)
At close of reporting period	-	-	-	-	-	-
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date * to date of resignation	- - -	- - -	- - -	- - -	- - -	- - -
2006
J I Gutnick
At start of reporting period Granted as remuneration Received on exercise of options	144,125,878 - -	42,803,448 - -	31,165,262 - -	65,280,741 - -	1,000,000 - -
or rights Exercised Resulting from other changes	- 5,725,615	- 5,231	- 10,000	- 144,500	- -
At close of reporting period	149,851,493	42,808,679	31,165,262	65,425,241	1,000,000
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at	- - -	- 42,808,679 -	- 31,165,262 -	- 65,425,241 -	- - 1,000,000
reporting date
D S Tyrwhitt
At start of reporting period Granted as remuneration Received on exercise of options or rights	- - -	- - -	- - -	- - -	- - -
Exercised Resulting from other changes	- -	- -	- -	- -	- -
At close of reporting period	-	-	-	-	-
Vested at reporting date Vested and exercisable at reporting date	- -	- -	- -	- -	- -
Vested and unexercisable at reporting date	-	-	-	-	-

18. RELATED PARTIES (Cont'd)

(b) Equity Holdings and Transactions

	Ordinary Shares Number	Options 31/10/2010 Number	Options 30/4/2012 Number	Options 30/11/2012 Number	Options 24/3/2010 Number
M Z Gutnick
At start of reporting period Granted as remuneration Received on exercise of options	9,672,022 - -	532 - -	- - -	- - -	- - -
or rights Exercised Resulting from other changes	- -	- -	- -	- -	- -
At close of reporting period	9,672,022	532	-	-	-

Vested at reporting date Vested and exercisable at reporting date	- -	- 532	- -	- -	- -
Vested and unexercisable at reporting date	-	-	-	-	-
P J Lee
At start of reporting period Granted as Remuneration	280 -	- -	- -	- -	350,000 -
Received on exercise of options or rights	-	-	-	-	-
Exercised Resulting from other changes	- -	- -	- -	- -	- -
At close of reporting period	280	-	-	-	350,000
Vested at reporting date Vested and exercisable at	- -	- -	- -	- -	- -
reporting date Vested and unexercisable at reporting date	-	-	-	-	350,000
K Washburn*
At start of reporting period	-	-	-	-	-
Granted as remuneration Received on exercise of options or rights	- -	- -	- -	- -	- -
Exercised Resulting from other changes	- -	- -	- -	- -	- -
At close of reporting period	-	-	-	-	-
Vested at reporting date Vested and exercisable at	- -	- -	- -	- -	- -
reporting date Vested and unexercisable at reporting date	-	-	-	-	-

* from date of appointment

18. RELATED PARTIES (Cont'd)

(b) Equity Holdings and Transactions

	Ordinary Shares Number	Options 31/10/2010 Number	Options 30/4/2012 Number	Options 30/11/2012 Number	Options 24/3/2010 Number
CD Taylor
At start of reporting period Granted as remuneration Received on exercise of options or rights Exercised Resulting from other changes At close of reporting period	- - - - - -	- - - - - -	- - - - - -	- - - - - -	- - - - - -
Vested at reporting date Vested and exercisable at reporting date Vested and unexercisable at reporting date	- - -	- - -	- - -	- - -	- - -

Note 2007 2006

\$ \$

	(c)		Other Key Management Personnel Transactions
--	-----	--	---------------------------------------------	--	--

Transactions with Director Related Entities of Mr. J.I. Gutnick are as follows:

Wilzed Wilzed provided loan funds to the Company

Transactions during the period
Amounts advanced during the year		-	282,450
Amounts repaid during the year		-	(406,415)
Interest paid or due and payable	3	-	15,337
Amount outstanding to Wilzed		-	-

The interest rate for 2006 charged by Wilzed was 9.35% to 9.60%.

(d) Other Transactions

Some of the Directors of the Company are/were also Directors of the following companies ("Other Entities").

Astro Diamond Mines N.L. ("Astro") AXIS Consultants Pty Ltd ("AXIS") Golden River Resources Corporation Legend International Holdings, Inc. ("Legend")

(i) Details of transactions with AXIS are as follows:

At year end
Receivable – current	7	118,357	-
Receivable – non-current	7	-	509,000

18. RELATED PARTIES (Cont'd)

(d) Other Transactions

	Note	2007 \$	2006 \$
	During the year
	Fees for management services Fees for geological services Interest paid/payable 3 Interest received/receivable 3 Receipt from AXIS Repayment to AXIS	(653,644) (199,809) - 60,003 (120,000) 522,807	(417,656) (101,632) (3,234) 13,202 (24,700) 1,013,841
	The actual rate charged for 2007 was 9.60% to 10.10% (2006: 9.35% to 9.60%)
(ii)	Transactions with Astro are as follows:
	Amounts paid by Astro Exploration expenses incurred by Astro on behalf of joint venture partners	10,753 (10,753)	401,591 3,634
	(iii) Transactions with Legend are as follows:
	Exploration expenses incurred on behalf of Legend Amounts paid by Legend	(417) 417	- -
		%	%
	(iv) The Company has the following ownership interests and is one of a number of public companies that together hold all the issued shares in AXIS.
	Ordinary shares AXIS Golden River Resources Corporation	9.09 -	9.09 -

19. ULTIMATE PARENT ENTITY

After consideration of AASB 127 and the Corporations Act 2001, the Directors do not believe there is a Parent Entity.

20. EVENTS SUBSEQUENT TO BALANCE DATE

On 17 August 2007, the Company announced the placement of 20,937,500 ordinary shares at a price of 3.2 cents per share raising \$670,000.

Quantum Resources Limited Directors' Declaration

In the opinion of the Directors of Quantum Resources Limited

(a) The accompanying financial statements and notes including the remuneration disclosures contained in the remuneration report section of the Directors' Report are in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position of the Company as at 30 June 2007 and of its performance, as represented by the results of its operations and its cash flows for the year ended on that date; and complying with Accounting Standards and the Corporations Regulations 2001.
(b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
(c) The Directors have been given the declarations from the Chief Executive Officer and Chief Financial Officer as required by section 295A of the Corporations Act 2001.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 27th day of September 2007.

J.I. Gutnick Director

The main corporate governance practices that the Board of Quantum Resources Limited had in place during the year were:

1. Board of Directors

i. Board Responsibilities

The Board's role is to maximize wealth creation and shareholder value in the Company. It assumes responsibility for overseeing the affairs of the Company by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed. The primary responsibilities of the Board include the following:

To oversee the Company, including its control and accountability systems
To appoint and remove the Chief Executive Officer (or equivalent)
To ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer (or equivalent) and the Company Secretary
To have input into and final approval of management's development of corporate strategy and performance objectives
To review and ratify systems of risk management and internal compliance and control, codes of conduct, legal compliance and any other regulatory compliance
To monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available
To approve and monitor the progress of major capital expenditure, capital management, and acquisitions and divestitures
To approve and monitor financial and other reporting to shareholders and the market
To monitor the Board composition, Director selection, Board processes and performance and ensure Directors have an understanding of the Company's business
To monitor and influence the key standards of the Company including ethical standards, reputation and culture
To review and approve executive remuneration
To approve annual budgets

ii. Board Composition

While the Company's Constitution fixes the maximum number of Directors at twelve, the Board currently comprises one Executive Director and two Non-Executive Directors. The Company does not have a majority of independent Directors. The Chairman of the Company is a Director and Shareholder of Edensor Nominees Pty Ltd, which is a substantial shareholder of the Company, and is not independent in accordance with the ASX Corporate Governance Council definitions and recommendations. In considering the best interests of the Company and its shareholders, the Board believes that the background and experience of the Chairman should not preclude him from the office of Chairman of the Board on the grounds of him being a Director and Shareholder of a substantial shareholder. The Chairman is also the Managing Director. The Board believes the experience in the industry that the Company operates in that Mr. JI Gutnick brings to the Company is invaluable and is in the best interests of all shareholders.

To ensure that it has the right mix of management skills and technical expertise to meet the challenges of its business, the Board regularly reviews its composition. The Board believes that at the current stage of the Company's development, the composition is adequate. However, it continues to assess the need to enhance the membership of the Board and is cognisant of the ASX Corporate Governance Council definitions and recommendations.

iii. Appointment/retirement of Directors

The Company's Constitution requires that all Directors other than the Managing Director submit themselves for re-election every three years with not less than one third of the Board retiring by rotation. Directors appointed during the period since the last Annual General Meeting of the Company must submit themselves for election at the next Annual General Meeting.

Quantum Resources Limited Corporate Governance

iv. Board Meetings

The full Board meets formally to conduct appropriate business. The Board uses resolutions in writing signed by all Directors to deal with matters requiring decisions between meetings.

v. Directors' Remuneration

Total remuneration for the Executive Director includes an annual salary and other entitlements. Attendance at and participation in Board and Committee meetings are considered among the duties of the Executive Director. Non-Executive Directors receive fees for attending Board and Committee meetings. Pro-rata fees are paid to Non-Executive Directors who serve for less than a full year. None of the Directors or the General Manager Corporate & Company Secretary has letters of appointment. However, the Company is in the process of preparing appropriate letters of appointment.

vi External Advice to Directors

The Company recognises that in the exercise of their responsibilities there may be occasions when Directors may wish to seek independent professional advice. With the prior consent of the Chairman, advice can be obtained at the Company's expense and is to be made available to the whole Board.

2. Board Committees

The Board has Committees to address the areas of remuneration and audit.

i. Remuneration Committee

The Company has a Remuneration Committee and has an independent Chairperson, who is not Chairperson of the Board. It does not have at least three members all of whom are independent for the reasons set out above. The Company currently only has one independent Director and he is a Chairman of the Remuneration Committee. The Company's does not use short-term incentives as part of an executive's remuneration package however, it does use long-term incentives as part of an executive's remuneration package. The Remuneration Committee meets to review remuneration policies and practices of the Company, to ensure that they meet current market conditions. The Committee draws on the experience of Senior Management and where appropriate, seeks the advice of external consultants. The Remuneration Committee has a formal charter.

ii. Audit Committee

The Audit Committee comprises only non-executive Directors and has an independent Chairperson, who is not Chairperson of the Board. It does not have at least three members all of whom are independent, for the reasons set out above. The Company currently only has one independent Director and he is a Chairman of the Audit Committee. The Audit Committee meets to plan and review annual and half-yearly financial statements and reports prior to their release to the Australian Securities Exchange. The Committee also monitors the performance of the Company's Auditors and for evaluation of the adequacy and effectiveness of internal controls. The external Auditor is invited to attend and speak at these meetings. The Audit Committee has a formal charter.

iii Nomination Committee

The Company does not have a Nomination Committee. The Board believes that with only three Directors on the Board, the Board itself is the appropriate forum to deal with this function.

Quantum Resources Limited Corporate Governance

3. Role of Management

Day to day management of the Company's activities and the implementation of Board strategy, policy and decisions is delegated to management. This includes the following:

To develop and recommend internal control and accountability systems for the Company and if approved, ensure compliance with such systems.
To prepare mission systems, corporate strategy and performance objectives for approval by the Board of Directors.
To prepare systems of risk management and internal compliance and controls, codes of conduct, legal compliance and any other regulatory compliance and if approved, ensure compliance with such systems.
To monitor employees' performance, recommend appropriate resources and review and approve remuneration.
To prepare all required financial reports, tax returns, budgets and any other appropriate financial reports, meet all statutory deadlines, monitor performance against budgets.
Prepare recommendations on acquisitions and divestments of assets.
To implement decisions of the Board of Directors on key standards of the Company covering such areas as ethical standards, reputation and culture of the Company and influence and provide guidance for employees on these areas.
To protect the assets of the Company.

4. Risk Management

The Company continues to monitor its operations to identify the greatest areas of potential risk to minimise any adverse effects on the Company's strategic, operational and financial activities.

i. Environment

Details of the environmental policy and other related matters are provided in the Environment section of the Directors' Report.

ii. Occupational Health and Safety

The Company is committed to providing a safe and healthy working environment for all staff. It considers that safety is a collective responsibility and ensures that regular training in safe working methods is undertaken and encourages participation and involvement in the development of workplace safety programs. Individual employees and employees of contractors are required to practice safe working habits, to take all reasonable care to prevent injury to themselves and their colleagues and to report all hazards and accidents.

New staff and contractors (where appropriate) are required to undergo an induction program to familiarise themselves with policies, procedures and work practices prior to commencing work. All staff are covered against injury under the various Workers' Compensation Acts.

iii. Financial Reporting

The Managing Director and Company Secretary sign off to the Board of Directors in respect to the annual financial statements and risk management policies as required by law and the ASX Corporate Governance Council "Principles of Good Corporate Governance and Best Practice Recommendations".

5. Code of Conduct

i. Ethical Standards

The Company operates under a code of conduct that sets out the ethical standards under which the Company operates when dealing with internal and external parties. This code requires parties (including Directors and executives) to act with integrity, fairness and honesty in all dealings and to treat other parties with dignity at all times. They are required to:

Quantum Resources Limited Corporate Governance

not discriminate against any staff member or potential employee;
carry out their duties in respect to the law at all times;
to use the Company's assets responsibly;
to respect the confidentiality of the Company's business dealings; and
take responsibility for their own actions and for the consequences surrounding their own actions.

ii. Share Trading

It is the Company's policy to encourage Directors, employees and related parties to own Shares in the Company. The trading in shares policy strongly reinforces the obligations of Directors and employees, both of the Company and AXIS Consultants Pty Ltd, under the Corporations Act 2001 and the Australian Securities Exchange Listing Rules in relation to trading in Company shares. The acquisition and sale of Company shares by Directors and employees is restricted to periods of fourteen (14) days immediately following announcements of the Company's quarterly, half yearly and full year reports to the Australian Securities Exchange. Directors, employees and related parties can seek permission from the Chairman to purchase or sell shares outside this 14-day period. Directors and employees are required to report share trading to the Company Secretary.

6. Continuous Disclosure Compliance

The Company's continuous disclosure compliance procedure enables it to meet its obligations and to ensure that all matters, which may require announcement to the Australian Securities Exchange, are brought to the attention of Directors immediately.

7. Communicating with Shareholders

The Board ensures that shareholders are kept informed of all major developments that affect their shareholding or the Company's state of affairs through quarterly, half-yearly, annual and ad hoc reports. All shareholders are encouraged to attend the Annual General Meeting to meet the Chairman and Directors and to receive the most updated report on Company activities. The auditors of the Company attend the annual general meeting for the purpose of answering any questions on the annual financial statements and audit thereof, properly brought before the meeting.

The Company maintains a website at http://www.qur.com.au to provide shareholders with up to date information on the Company's activities. Shareholders may also communicate with the Company through its e-mail address [email protected].

The Company does not web-cast shareholder meetings and does not believe that at this stage the cost-benefit of web casting is worthwhile to a Company of its size.

Quantum Resources Limited Tenement List

TENEMENTS	ST IVES	EL 23401	M 27/369
WHOLLY	E 15/722	EL 23403	M 27/370
OWNED	E 15/764	EL 23404	M 27/377
		EL 23405	M 27/381
BARROW	TANAMI	EL 23406	M 27/384
CREEK	EL 23151	EL 23407
EL 25290	EL 23152	EL 23408	M 27/387
	EL 23153	EL 23409	M 27/390
BIG BELL	EL 23154	EL 24182	M 27/391
E 21/101	EL 23155		M 27/398
	EL 23156	WALLBROOK &	M 27/399
BOUNTY		KAL NORTH	M 27/400
E 77/1084	TELFER	Jackson Gold	M 27/401
	E 45/2401	Limited Earning	M 27/403
BURTVILLE		80%	M 27/421
E 38/1431	TUCKABIANNA	P 26/3094	M 27/422
	P 20/1809	P 26/3095	M 27/455
DULCIE NORTH		P 26/3096	M 31/279
E 77/1078	WARE RANGE	P 26/3101	P 27/1612
	EL 25010	P 26/3363	P 27/1767
GARDNER		P 26/3364 P 26/3365	P 27/1768
RANGE	WILUNA	P 26/3366
E 80/3410	E 53/990	P 26/3367	P 27/1769
E 80/3411	E 53/991	P 26/3368	P 27/1770
E 80/3412		E 31/571	P 27/1771
	TENEMENTS	M 31/411	P 27/1772
GOONGARRIE E 29/504	SUBJECT TO		P 27/1773
	JOINT	WHITEHEADS	P 27/1774
JACKSON	VENTURES	Earning 70%	P 27/1775
E 77/1055		E 27/175	P 27/1776
E 77/1065	DULCIE	E 27/232	P 27/1777
E 77/1072	Hamill Resources	E 27/346	P 27/1778
E 77/1073	Limited Earning	E 27/347	P 27/1779
E 77/1079	80%	E 27/348	P 27/1780
	E 77/1074	E 27/349	P 27/1781
MEEKATHARRA		E 27/350	P 27/1782
NICKEL/GOLD	OFFICER HILL	E 27/351	P 27/1783
E 51/935	Newmont Tanami	E 27/352	P 27/1784
	Pty Ltd	M 27/273	P 27/1785
MENZIES	Earning 75%	M 27/293	P 27/1786
NORTH	EL 23150	M 27/296	P 27/1787
E 29/474	TANAMI	M 27/297	P 27/1788
MILLROSE	REGIONAL	M 27/319	P 27/1789
E 53/1016	GOLD	M 27/323	P 27/1790
E 53/967	Earning 80%	M 27/334	P 27/1791
	EL 23383		P 27/1792
PARABURDOO	EL 23384	M 27/335	P 27/1793
E 47/1087	EL 23387	M 27/336	P 27/1794
	EL 23388	M 27/337
QUANTUM	EL 23389	M 27/357	P 27/1795
WINDIMURRA	EL 23390	M 27/358	P 27/1796
E 58/251	EL 23400	M 27/359	P 27/1797
		M 27/368	P 27/1798

Quantum Resources Limited Tenement List

P 27/1799 P 27/1800 P 27/1801 P 27/1802 P 27/1803 P 27/1804 P 27/1805 P 27/1806 P 27/1807 P 31/1851 P 31/1852

WONGANOO

Cullen Resources Pty Ltd Earning 80% E 53/988

ZULEIKA TENEMENT PURCHASE

20% P 16/2178 P 16/2179 P 16/2180 P 16/2181 P 16/2182

As at 31 August 2007 the following information applied:

1. Substantial Shareholders

Substantial shareholders disclosed in substantial shareholder notices to the Company:

Name	Number of Fully Paid Ordinary Shares held
Edensor Nominees Pty Limited (*)	72,592,482
Chabad House of Caulfield Pty Ltd	57,280,000

(*) Mr J I Gutnick is a Director and Shareholder of Edensor Nominees Pty Limited.

2. Fully Paid Ordinary Shares

The number of holders of fully paid ordinary shares in the Company is 2,276. On a show of hands every holder of fully paid ordinary shares present or by proxy, shall have one vote. Upon a poll, each share shall have one vote. The distribution of holders of fully paid ordinary shares is as follows:

Category		Number of
		Shareholders
Holding between	1-1,000 Shares	843
Holding between	1,001 - 5,000 Shares	471
Holding between	5,001 – 10,000 Shares	161
Holding between	10,001-100,000 Shares	522
Holding more than	100,001 Shares	279

The number of holders with less than a marketable parcel of fully paid ordinary shares is 1,572. The Company's fully paid ordinary shares are quoted on the Australian Securities Exchange using the code QUR.

The top 20 shareholders are as follows:

Name	Number of	Percentage
	Fully Paid	interest
	Ordinary
	Shares held
Newmont Mining Finance Pty Ltd	64,253,609	17.27
Great Gold Mines N.L.	30,714,702	8.26
ANZ Nominees Limited	25,168,995	6.76
H Nominees Pty Ltd	20,717,980	5.57
Bell Potter Nominees Ltd	9,821,568	2.64
Mr Ralph Erwin Tonkin	8,584,643	2.31
Edensor Nominees Pty Limited	8,338,873	2.24
Ausim Investments Pty Ltd	8,000,000	2.15
AXIS Consultants Pty Ltd	6,440,000	1.73
Down Under Gold LLC	5,869,590	1.58
Mr Dov Paneth	5,410,000	1.45
Retlet Pty Ltd	5,000,000	1.34
SRD Tankin Pty Ltd	4,500,000	1.21
Mr Mordechai Gutnick	3,952,022	1.06
Mr Benjamin Harkham	3,800,000	1.02
Hera Investments Pty Ltd	3,000,000	0.81
Marley Holding Pty Ltd	3,000,000	0.81
Marley Holding Pty Ltd	3,000,000	0.81
Teffcop Pty ltd	3,000,000	0.81
Mr Timothy Hanley Koster	2,660,000	0.71
Total	225,231,982	60.54

(b) LISTED OPTIONS MATURING 31 OCTOBER 2010 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing on 31 October 2010 over fully paid ordinary shares issued by the Company is 264. Optionholders may attend and speak at general meetings of the Company. However, they have not entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of
		Optionholders
Holding between	1-1,000 Options	187
Holding between	1,001 – 5,000 Options	59
Holding between	5,001 - 10,000 Options	7
Holding between	10,001-100,000 Options	8
Holding more than	100,001 Options	3

The Company's options maturing on 31 October 2010 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code QURO.

The top 20 optionholders are as follows:

Name	Number of	Percentage
	Options held	interest
Chabad House of Caulfield Pty Ltd	30,002,916	68.58
Wilzed Pty Ltd	12,800,000	29.26
Mr. John G. Kellas	371,490	0.85
Mr. Teng Hee Chee	87,500	0.20
SSI Nominees Pty Ltd	87,500	0.20
Zappari Pty Ltd	53,074	0.12
Mr. Gerald Magree	21,000	0.05
Mr. Stephen Koci	20,000	0.05
Mr. Kenneth John Whitnall	20,000	0.05
Mr. Barry Wilfred Tarver & Ms Joanne Abigail Tarver	17,500	0.04

Mr. Stephen Ross Dougherty & Mrs Julie Anne	16,000	0.04
Dougherty
Mr. Percival James Fleming	10,000	0.02
Mr. John Robert Montague Polack and Mrs. Shirley	10,000	0.02
Minnie Polack
Dr. Hamidreza Rahmati	10,000	0.02
Mr. Anthony Warwick Whatmore	10,000	0.02
Tradeworx Pty Ltd	7,500	0.02
National Nominees Limited	5,831	0.01
Mr. Yehuda Hoch	5,231	0.01
Mr. Christopher Edwin Osborne	5,000	0.01
Mrs. Mercia Kwan Ching Wong	5,000	0.01
Total	43,565,542	99.58

(c) LISTED OPTIONS MATURING 30 APRIL 2012 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing on 31 October 2010 over fully paid ordinary shares issued by the Company is 262. Optionholders may attend and speak at general meetings of the Company. However, they have not entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of
		Optionholders
Holding between	1-1,000 Options	180
Holding between	1,001 – 5,000 Options	51
Holding between	5,001 - 10,000 Options	6
Holding between	10,001-100,000 Options	20
Holding more than	100,001 Options	5

The Company's options maturing on 30 April 2012 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code QUROA.

Name	Number of	Percentage
	Options held	interest
Chabad House of Caulfield Pty Ltd	24,741,562	75.26
Wilzed Pty Ltd	6,400,000	19.47
Mr. John G. Kellas	371,490	1.13
Bonos Pty Ltd	240,050	0.73
Mr Saeed Ghasimzadeh	200,000	0.61
Jandamint Pty Ltd	100,000	0.30
Mr Teng Hee Chee	87,500	0.27
SSI Nominees Pty Ltd	87,500	0.27
Mr Lubomir Staffa	58,621	0.18
Mr Kayne Mitchell	50,000	0.15
Mr John George King	35,000	0.11
Mr. Yehuda Hoch	33,700	0.10
Blossom Hotels Pty Ltd	25,000	0.08
Mrs Judith Ann Valentino	22,000	0.07
Mr Kenneth Reginald Savins	21,400	0.07
Mr Peter Gasparini	20,000	0.06
Hazlaha Investments Limited	20,000	0.06
Jayvee Investments Pty Ltd	20,000	0.06
Mr Mark Raymond Luzi & Mrs Janine Marie Luzi	20,000	0.06
Mrs Lorraine Maree Purdy & Mr Stephen Hall Purdy	20,000	0.06
Total	32,573,823	99.08

The top 20 optionholders are as follows:

(d) LISTED OPTIONS MATURING 30 NOVEMBER 2012 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing on 30 November 2010 over fully paid ordinary shares issued by the Company is 274. Optionholders may attend and speak at general meetings of the Company. However, they have not entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of
		Optionholders
Holding between	1-1,000 Options	160
Holding between	1,001 – 5,000 Options	75
Holding between	5,001 - 10,000 Options	12
Holding between	10,001-100,000 Options	19
Holding more than	100,001 Options	8

The Company's options maturing on 30 November 2010 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code QUROB.

The top 20 optionholders are as follows:

Name	Number of	Percentage
	Options held	interest
Chabad House of Caulfield Pty Ltd	64,936,241	94.97
Mr. John G. Kellas	742,980	1.09
Reynolds (Nominees) Pty Ltd	425,850	0.62
Bonos Pty Ltd	402,000	0.59
Mr Saeed Ghasimzadeh	400,000	0.58
Mr Zalman Gutnick	200,000	0.29
Jandamint Pty Ltd	200,000	0.29
Mr Yehuda Hoch	145,200	0.21
Mr Roy Peter Wiseman	90,534	0.13

Name	Number of	Percentage
	Options held	interest
Ms Judith Edna Brandt	62,500	0.09
Mrs Susan Margaret West	53,500	0.08
Mr Zdenek Havlicek	50,000	0.07
Mr Peter Gasparini	40,000	0.06
Mr Douglas James Brown	35,000	0.05
Graham J Bench Pty Ltd	34,912	0.05
Dr Lakshika Swarnapalee Bogoda & Mr Kapila Raja	34,500	0.05
Bogoda
Mr Russell James Barker	20,000	0.03
Mr Thomas Joseph Heaney & Mrs Shirley Margaret	20,000	0.03
Heaney
Mr Anthony Warwick Whatmore	20,000	0.03
Chuter Nominees Pty Ltd	17,500	0.03
Total	67,930,717	99.35

(e) UNLISTED OPTIONS MATURING 24 MARCH 2010 OVER FULLY PAID ORDINARY SHARES.

The number of unlisted options maturing 24 March 2010 over fully paid ordinary shares is 1,400,000 options and the number of holders of options is 3.

Directors

Joseph Gutnick David Tyrwhitt Mordechai Gutnick

Company Secretary Peter Lee

Registered Office and Domicile

Level 8, 580 St. Kilda Road Melbourne Victoria 3004 Australia Telephone: +61 3 8532 2840 Facsimile: +61 3 8532 2805 E-mail: [email protected] Internet: http://www.qur.com.au

Legal Form

A public company limited by shares

Country of Incorporation

Australia

Share Registry

Link Market Services Limited Level 9, 333 Collins Street Melbourne Victoria 3000 Australia Telephone: 1300 554 474 or + 61 3 9615 9999 Facsimile: +61 3 8614 2903

Shareholder Information

Manager Investor Relations Telephone: +61 3 8532 2840 Facsimile: +61 3 8532 2805 E-mail: [email protected] Internet: http://www.qur.com.au

Auditors

PKF Level 14, 140 William Street Melbourne Victoria 3000 Australia

Australian Securities Exchange Listing Code

QUR QURO QUROA QUROB

Bankers

Bank of Melbourne Level 6, 360 Collins Street Melbourne Victoria 3000 Australia

Solicitor

Cornwall Stodart Level 10, 114 William Street Melbourne Victoria 3000

AI assistant

Nova Minerals Ltd — Annual Report 2007

34115_rns_2007-09-27_8392c989-c3c9-4483-ac38-31b410aff3d1.pdf

Quantum Resources Limited

Dear Shareholder

Base Metal, Uranium And Gold Exploration

Gardner Range (Quantum 100%)

Ware Range (Quantum 100%)

Barrow Creek Project (Quantum earning 80%)

Tanami Project (Quantum earning 80%)

Mt Peake Project (Quantum earning 80%)

Gold Exploration

Whiteheads Project (Quantum earning 80%)

Jackson Project (Quantum 100%)

St. Ives Project (Quantum 100%)

Other Projects (Quantum 100%)

Farm-Out Joint Ventures

Wanganoo Joint Venture (Quantum 20%)

Officer Hill Joint Venture

Corporate

1. Directors

Mr Joseph GutnickFAusIMM FAIM MAICD Chairman and Managing Director

Dr David Tyrwhitt PhD(Geology) BSc(Hons) FSEG(USA) FAusIMM CPGeo Non-Executive Director

Mr Mordechai Gutnick Non-Executive Director

2. Principal Activities and Review and Results of Activities

Objectives

Income Statement

Balance Sheet

Cash Flow

3. Significant Change in State of Affairs

4. Dividends

5. Events After The End Of The Financial Year

6. Future Developments and Results

7. Options

(i) Listed

(ii) Unlisted

8. Directors' Interests in Shares and Options

9. Meetings of Directors

10. Company Secretary

11. Directors And Officers' Indemnity

12. Environment

13. Non- Audit Services

14. Remuneration Report

(i) Overview of Remuneration Policies - audited

(ii) Service Agreements with AXIS Consultants Pty Ltd - audited

(iii) Non-Executive Directors - audited

(iv) Performance-Linked Remuneration - audited

Long-Term Incentive

2005 Employee Share Option Plan

(b) Executives

Quantum Resources Limited Income Statement For the Year Ended 30 June 2007

Quantum Resources Limited Balance Sheet as at 30 June 2007

Quantum Resources Limited Cash Flow Statements for the Year Ended 30 June 2007

Quantum Resources Limited Statement of Changes in Equity for the Year Ended 30 June 2007

(a) Reporting Entity

(b) Basis of preparation

(c) Statement of compliance

(d) Summary of significant accounting policies

(i) Foreign currency translation

(d) Summary of significant accounting policies (Cont'd)

(ii) Revenue

Finance Interest

(iii) Finance costs

(iv) Leases

(v) Cash and cash equivalents

(vi) Other receivables

(vii) Impairment of assets

(d) Summary of significant accounting policies (Cont'd.)

(vii) Impairment of assets (Cont'd)

(viii) Income tax

(ix) Other taxes

(x) Investments

(d) Summary of significant accounting policies (Cont'd)

(x) Investments (Cont'd)

(xi) Plant and equipment

(xii) Exploration

(d) Summary of significant accounting policies (Cont'd)

(xii) Exploration (Cont'd)

(xiii) Joint Venture operations

(xiv) Trade and other payables

Nova Minerals Ltd Annual Report 2007