Nova Minerals Ltd - Annual Report 2014

Quantum Resources Limited

ABN 84 006 690 348

ANNUAL REPORT 2014

Quantum Resources Limited Chairman’s Report

Dear Shareholder

Quantum Resources Limited (“Quantum” or “the Company”) is an Australian explorer with a suite of projects in Western Australia and the Northern Territory (Figure 1 & Table 1). The projects are all located on granted titles and are prospective for gold and base metals.

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FIGURE 1 – Project Location Plan

TELFER PROJECT (Quantum 100%)

The Company’s Telfer Project comprises a single exploration licence in a tightly held area 6km from the Telfer Gold Mine within the world class Paterson Province in Western Australia, which is host to significant deposits of various styles of mineralisation including the Telfer Mine, O’Callaghans tungsten and base metals skarn deposit, the Kintyre uranium deposit and the Nifty copper deposit. The Telfer deposit is one of Australia's largest deposits with a reported Ore Reserve of 6.3 million ounces of gold and 0.295 million tonnes of copper within a Mineral Resource of approximately 15 million ounces of gold (December 2013). The O’Callaghan’s ore body, 10km south east of Telfer mine, is also owned by Newcrest and hosts significant resources of tungsten, copper, lead and zinc.

Reprocessing and interpretation of historic airborne electromagnetic and magnetic data by an external consultant identified the extension of a dome structure, which hosts the 17 Mile hill deposit, into the tenement area. The consultant identified a new target area associated with the structure and a potential granite intrusion satisfying a number of important exploration criteria in the Telfer region.

A limited amount of wide‐spaced geochemical drilling has been undertaken in the target area (see Figure 2). The drill holes are relatively shallow and typically terminated at the base of the transported overburden. Geological logs reveal that anomalous gold values in some holes may be associated with lateritic residuum at the base of the transported overburden and have not been adequately followed up. This is encouraging and represents an opportunity for immediate investigation through either extending the grid or drilling closer spaced holes to test the fresh bedrock.

Quantum Resources Limited Chairman’s Report

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Chicken Ranch Prospect
17 Mile Hill
Au ppb
> 50
20 to 50
10 to 20
0 to 10
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FIGURE 2 – Major Features over E45/2401. Background image is 1VD Bouger Gravity. GDA94.

Quantum Resources Limited Chairman’s Report

Magnetic Target Areas

Further review of the drill hole geochemical assay data identified that maximum down‐hole gold values are spatially associated with areas of subdued magnetic response such as Area 1 in Figure 3. The subdued magnetic response possibly represents destruction of magnetite due to hydrothermal alteration, which may be associated with mineralisation. Additional areas with a subdued magnetic response have been identified (eg Area 2 and Area 3), which have not been adequately drilled and are considered valid targets for reconnaissance geochemical drilling.

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Au ppb
> 50
20 to 50
10 to 20
0 to 10
----- End of picture text -----

FIGURE 3 – Historical Drilling over Reduced to Pole Magnetics. Areas of subdued magnetic response defined by pink polygons.

Quantum Resources Limited Chairman’s Report

Electromagnetic Target Areas

Historic airborne electromagnetic data (Time Domain Electromagnetic Survey) was reprocessed to produce a number of images. Figure 4 shows the Channel 10 survey data, which highlights the stratigraphy folding around the interpreted dome structure.

Maximum down‐hole gold values appear to be associated with the northern arm of a conductive zone within the Punta Punta Formation. The southern arm has not been drilled and is considered a valid target for reconnaissance geochemical drilling.

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Au ppb
> 50
20 to 50
10 to 20
0 to 10
----- End of picture text -----

FIGURE 4 – Historical Drilling over Electromagnetics

Background image is Channel 10 TDEM Survey Data. GDA94.

Re‐evaluation of Chicken Ranch Prospect

Gold mineralisation at the Chicken Ranch prospect (Figure 2) is associated with deeply oxidised sediments of the Punta Punta Formation and includes mineralised intercepts of up to 7m @ 13 grams per tonne including a maximum of 1m @ 52 grams per tonne. The potential for the Punta Punta Formation to host economic mineralisation is considered high as shown by the Fallows Field deposit southwest of Telfer Mine. The Fallows Field deposit is hosted by Punta Punta Formation and in the 1990’s Newcrest defined a mineral resource and mined approximately 50,000 ounces of gold.

Quantum considers a re‐evaluation of the potential of the Chicken Ranch prospect to host economic mineralisation is warranted. This work commenced during the June 2014 quarter with compilation and validation of existing drilling data.

Quantum Resources Limited Chairman’s Report

TANAMI (OFFICER HILLS JV) PROJECT

(Quantum 100%, Newmont Option to earn up to 75%)

The Officer Hill JV Project is located within the Tanami geological province, which hosts world class orogenic gold deposits including the Granites gold deposits and the operating Callie Gold Mine owned by Newmont Mining (Figure 1). The Company holds a single Exploration Licence located 34 kilometres southwest of the Callie Gold Mine, which at the end of 2013 had 3.01 million ounces of gold reserves. The licence was granted on 29[th] July 2013 for a period of six years.

The project is prospective for gold mineralisation with historical drilling intercepts of 4 metres @ 4.64 g/t, multiple intervals of 1‐4 g/t, and several wide intercepts of 0.1‐1 g/t.

The project is being managed by Newmont under joint venture with the Company. Newmont are earning a 75% interest by spending $500,000 within three years. Under the terms of the agreement Newmont must spend $100,000 within the first 12 months.

GARDNER RANGE

(Quantum 100%)

The Company no longer holds the Gardner Range Project, which comprised exploration licence E80/3410 (Figure 5). The Company will focus on the more prospective Telfer Project.

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FIGURE 5 – Gardner Range Project.

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JI GUTNICK Chairman and Managing Director

The technical information in this report has been reviewed and approved by Dr D S Tyrwhitt who is a Fellow of the Australasian Institute of Mining and Metallurgy and has 50 years experience in the industry and has more than 5 years experience which is relevant to the style of mineralisation being reported upon to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr Tyrwhitt consents to the inclusion in the report of the matters based on the information in the form and context to which it appears.

Quantum Resources Limited Directors’ Report

The Directors of Quantum Resources Limited present their report for the year ended 30 June 2014.

1. Directors

The Directors of the Company in office since 1 July 2013 and up to the date of this Report are:

Mr Joseph Gutnick FAusIMM FAIM MAICD

Chairman and Managing Director

Mr Gutnick is a leading mining industry entrepreneur. He has been a Director of the Company since 1987. He is currently President and Chief Executive Officer of numerous listed public companies in both Australia and North America including Legend International Holdings, Inc., Golden River Resources Corporation, Northern Capital Resources Corp, Aurum, Inc., Consolidated Gems, Inc and Great Central Resources Corp, Executive Chairman, Managing Director and Chief Executive Officer of Merlin Diamonds Limited and Top End Minerals Limited; and was a Director of Blackham Resources Limited from February 2013 to August 2014. Mr Gutnick has been responsible for overseeing the discovery of the Plutonic gold deposit, and the discovery, development and operation of the world class Bronzewing and Jundee gold 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 62.

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 51 years’ experience in the mining industry. He is currently a Director of Legend International Holdings, Inc., Merlin Diamonds Limited, Hawthorn Resources Limited and Golden River Resources Corporation. 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 Officer 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 76.

Peter Lee BBus (Accounting), CA, FCIS, MAICD Executive Director

Mr Lee has over 30 years commercial experience and is currently Chief Financial Officer and Company Secretary of several listed public companies in Australia and North America. He is a Director, Chief Financial Officer and Secretary of Golden River Resources Corp, a Delaware corporation, Secretary of Aurum, Inc; Chief Financial Officer and Secretary of Northern Capital Resources Corp, Great Central Resources Corp and Consolidated Gems, Inc., all US corporations, Chief Financial Officer and Company Secretary of Merlin Diamonds Limited, a Director, Chief Financial Officer and Company Secretary of Top End Minerals Limited, all listed on Australian Securities Exchange, and was a Director of Acadian Mining Corporation which was listed on TSX‐V, until October 2013. Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Governance Institute of Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. Age 57.

Mordechai Gutnick

Executive Director

Mr Gutnick was appointed a Director of the Company on 29 September 2014. Mr Gutnick has more than 10 year’s experience in the mining and exploration industry. Age 36.

2. Principal Activities and Review and Results of Activities

The principal activity 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.

Quantum Resources Limited Directors’ Report

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.

Opportunities for the Company during the year have been hampered by limited access to capital as a result of difficult market conditions.

Statement of Profit or Loss and Other Comprehensive Income

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 $nil in 2013 to $380,009 in 2014. During 2014, debt owing by the Company amounting to $380,008 was forgiven which has been treated as revenue.

Costs and expenses have increased from $216,439 in 2013 to $1,471,045 in 2014. Exploration expenditure provided for or written off amounted to $32,412 in 2013 compared to $1,329,619 in 2014, as a result of a reduction in the write‐down of non‐prospective tenement interests and exploration expenditure incurred. Administration expenses decreased from $183,847 in 2013 to $141,405 in 2014 primarily due to decreased employee costs. Finance expense was $180 in 2013 compared to $30 in 2014. As a result, the Company made a net loss after tax of $216,439 in 2013 compared to a net loss after tax of $1,091,045 in 2014.

Statement of Financial Position

At 30 June 2014, the Company had cash at bank of $3,253 (2013: $3,265). During the year, the Company decreased its receivables and other current assets from $5,130 to $546 and capitalized exploration expenditure decreased by $1,250,205 to $84,942 which is a result of exploration expenditure incurred of $79,414 on granted tenements offset by a write‐off of costs incurred on tenements not yet granted and/or surrendered of $1,329,619. At 30 June 2014, the Company had total liabilities of $368,325.

As a result, the Company had, at 30 June 2014, negative working capital of $114,526 (negative working capital 2013: $524,873) and net assets of $(279,584) (2013: $811,461).

Cash Flow

During the year, the Company paid $55,677 (2013: $71,981) for operating activities; received $1,065 (2013: received $70,662) for investing activities with the key components being loans from other entity $29,000 (2012: $98,000), security deposit refund $nil (2013: $12,038) offset by payments for exploration expenditure of $27,935 (2013: $39,376); and received $54,600 (2013: $nil) for financing activities being proceeds from borrowings.

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

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

Quantum Resources Limited Directors’ Report

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 has no options over fully paid ordinary shares on issue.

During the year and up to the date of this Report, no options have been issued, no options have been exercised and during the year no options have lapsed.

8. Directors’ Interests in Shares

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

Director	Relevant Interest
	Ordinary Shares
J I Gutnick	273,251,664
D S Tyrwhitt	‐
PJ Lee	‐
MZ Gutnick	‐

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	BOARD
	ELIGIBLE TO ATTEND	ATTENDED
J I Gutnick	2	2
D S Tyrwhitt	2	2
P J Lee	2	2

All matters that would usually fall to a Remuneration and Audit Committee are to be handled by the full Board, due to the size and composition of the Board.

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 Governance Institute of 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 30 years commercial experience and is currently Chief Financial Officer 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, Chief Financial Officer and Secretary of a further two US Corporations and secretary of a third US Corporation listed on the over the counter market in the USA. Age 57.

Quantum Resources Limited Directors’ Report

11. Indemnification of Directors, Officers and Auditors

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.

The Company has not, during or since the financial year, indemnified or agreed to indemnify an auditor of the Company or of any related body corporate against a liability incurred as an auditor.

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, BDO, the Company’s auditor, has not performed any other services in addition to their statutory duties.

A copy of the auditor’s 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, BDO, and its related practices for audit and non‐ audit services provided during the year are set out below.

Statutory audit Auditors of the Company ‐ audit and review of financial reports ‐ BDO1 ‐ for taxation services ‐ BDO1	2014 $ 2013 $
	39,370 36,000

	‐ ‐

1 BDO East Coast Partnership performed no other services.

14. Remuneration Report ‐ Audited

(i) Overview of Remuneration Policies

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

Quantum Resources Limited Directors’ Report

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.

Remuneration levels for Directors of the Company are competitively set to attract and retain appropriately qualified and experienced Directors.

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 financial performance during the current year and over the past four years has been as follows:

	2014	2013	2012	2011	2010
	$	$	$	$	$
Revenue	380,009	‐	10	11,160	2,871
Net loss	(1,091,045)	(216,439)	(404,413)	(161,224)	(268,602)
Basic loss per share (cents)	(0.13)	(0.03)	(0.05)	(0.02)	(0.03)
Diluted loss per share (cents)	(0.13)	(0.03)	(0.05)	(0.02)	(0.03)
Net assets/(deficiency)	(279,584)	811,461	1,027,900	1,432,313	1,593,429

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) Details of Directors, Executives and Remuneration

As noted in section (i), management services are provided to the Company by AXIS. AXIS pays the Chairman and Managing Director’s remuneration and Non‐Executive Directors’ fees on behalf of the Company, based on pre‐agreed amounts. AXIS 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 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 key management personnel in office during the year are as follows:‐

J I Gutnick – Chairman and Managing Director – Employed by AXIS
D S Tyrwhitt – Non Executive Director – Employed by the Company
PJ Lee – Executive Director, Chief Financial Officer & Company Secretary – Employed by AXIS
M Kammermann – Exploration Manager – Employed by AXIS

Quantum Resources Limited Directors’ Report

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:

	Short term	Post‐ employment	Equity compensation	Total $	s300A (1)(e)(i) Proportion of remuneration performance related %	s300A (1)(e)(vi) Value of options as proportion of remuneration %
	Salary & fees $ Non‐ monetary benefits $	Super‐ annuation benefits $	Value of options $
Directors J I Gutnick 2014 2013 D S Tyrwhitt 2014 2013 P J Lee 2014 2013	4,959 ‐ 30,000 ‐ 18,333 ‐ 20,000 ‐ 8,827 ‐ 20,000 ‐	458 2,700 1,696 1,800 816 1,800	‐ ‐ ‐ ‐ ‐ ‐	5,417 32,700 20,029 21,800 9,643 21,800	0.00 0.00 0.00 0.00 0.00 0.00	0.00 0.00 0.00 0.00 0.00 0.00
Total all Directors 2014 2013	32,119 ‐ 70,000 ‐	2,970 6,300	‐ ‐	35,089 76,300
*Executives* M Kammermann 2014 2013	6,999 ‐ 6,587 ‐	647 592	‐ ‐	7,646 7,179	0.00 0.00	0.00 0.00
Total all 2014 Executives 2013	6,999 ‐ 6,587 ‐	647 592	‐ ‐	7,646 7,179
Total all Directors 2014 & Executives 2013	39,118 ‐ 76,587 ‐	3,617 6,892	‐ ‐	42,735 83,479

There were no STI cash bonuses, post‐employment prescribed benefits, termination benefits or insurance premiums paid during 2014 or 2013.

(iii) Service Agreements with AXIS Consultants Pty Ltd

Messrs J I Gutnick and P J Lee do not have a contract for their services as Directors. Their remuneration and fees are paid to them by AXIS, based on amounts agreed by the Company. This service contract with AXIS is for an unlimited term and is capable of termination on two month’s notice.

Mr Kammermann, Exploration Manager 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 month’s notice.

(iv) Non‐Executive Directors

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 board activities. Non‐Executive Directors do not receive any benefits on retirement.

(v) Performance‐Linked Remuneration

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

Quantum Resources Limited Directors’ Report

(vi) Equity instrument disclosures relating to key management personnel

Options over equity instruments

No options were provided as remuneration and no shares were issued on exercise of any options.

The number of options over ordinary shares in the Company held during the financial year by each director of Quantum Resources Limited and other key management personnel of the Company, including their personally related parties are set out below:

30 June 2014 J I Gutnick D S Tyrwhitt P J Lee M Kammermann 30 June 2013 J I Gutnick Expired 30 Nov 2012 D S Tyrwhitt P J Lee M Kammerman	Held at beginning of year Granted Other changes* Exercised Held at end ofyear
	‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	‐ ‐ ‐ ‐ ‐
	65,281,557 ‐ (65,281,557) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	65,281,557 ‐ (65,281,557) ‐ ‐

Other changes represent options that expired or were forfeited during the year.

Equity holdings and transactions

The number of ordinary shares in the Company held during the financial year by each director of Quantum Resources Limited and other key management personnel of the Company, including their personally related parties are set out below:

30 June 2014 J I Gutnick D S Tyrwhitt P J Lee M Kammermann 30 June 2013 J I Gutnick D S Tyrwhitt P J Lee M Kammermann	Held at beginning of year Granted during the year Received on exercise of options Other changes Held at end of year Held nominally at end of year 282,243,675 ‐ ‐ ‐ 282,243,675 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 511 ‐ ‐ ‐ 511 ‐ ‐ ‐ ‐ ‐ ‐ ‐
	282,244,186 ‐ ‐ ‐ 282,244,186 ‐
	282,243,675 ‐ ‐ ‐ 282,243,675 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 511 ‐ ‐ ‐ 511 ‐ ‐ ‐ ‐ ‐ ‐ ‐
	282,244,186 ‐ ‐ ‐ 282,244,186 ‐

Quantum Resources Limited Directors’ Report

(vii) Other transactions‐

Loans to key management personnel

There were no loans made to directors or other key management personnel of the Company during the year.

End of Remuneration Report ‐ Audited

Signed in accordance with a resolution of the Board of Directors at Melbourne this 30[th] day of September 2014.

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J I Gutnick Director

Tel: +61 3 9603 1700 Level 14, 140 William St Fax: +61 3 9602 3870 Melbourne VIC 3000 www.bdo.com.au GPO Box 5099 Melbourne VIC 3001 Australia

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DECLARATION OF INDEPENDENCE BY DAVID GARVEY TO THE DIRECTORS OF QUANTUM RESOURCES LIMITED

As lead auditor of Quantum Resources Limited for the year ended 30 June 2014, I declare that, to the best of my knowledge and belief, there have been:

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

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David Garvey Partner

BDO East Coast Partnership

Melbourne, 30 September 2014

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Quantum Resources Limited Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2014

*Note* Revenue 3 Expenses Exploration impaired 9 Administration expenses Finance expense 4 Loss before income tax expense Income tax expense 5 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year attributable to the owners of Quantum Resources Limited Loss for the year attributable to owners of Quantum Resources Limited Total comprehensive loss for the year attributable to owners of Quantum Resources Limited Basic loss per share (cents per share) 6 Diluted loss per share (cents per share) 6	2014 $ 2013 $
	380,009 ‐ (1,329,619) (32,412) (141,405) (183,847) (30) (180)
	(1,091,045) (216,439)
	‐ ‐
	(1,091,045) (216,439)
	‐ ‐
	(1,091,045) (216,439)
	(1,091,045) (216,439)
	(1,091,045) (216,439)
	(0.13) (0.03)
	(0.13) (0.03)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

Quantum Resources Limited Statement of Financial Position

as at 30 June 2014

*Note* Assets Current Assets Cash and cash equivalents 13 Other receivables 7 Total current assets Non‐current Assets Plant and equipment 8 Exploration and evaluation expenditure 9 Total non‐current assets Total assets Liabilities Current Liabilities Trade and other payables 10 Other liabilities 11 Total current liabilities Non‐current liabilities Other payables 10 Total non‐current liabilities Total liabilities Net assets/(deficiency) Equity Issued capital 12 Accumulated losses Total equity/(deficiency)	2014 $ 2013 $
	3,253 3,265 546 5,130
	3,799 8,395
	‐ 1,187 84,942 1,335,147
	84,942 1,336,334
	88,741 1,344,729
	63,725 533,268 54,600 ‐
	118,325 533,268
	250,000 ‐
	250,000 ‐
	368,325 533,268
	(279,584) 811,461
	56,604,226 56,604,226 (56,883,810) (55,792,765)
	(279,584) 811,461

The above statement of financial position should be read in conjunction with the accompanying notes

Quantum Resources Limited Statement of Changes in Equity for the year ended 30 June 2014

Balance at 1 July 2012 Loss after income tax expense for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Balance at 30 June 2013 Balance at 1 July 2013 Loss after income tax expense for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Expiry of options Balance at 30 June 2014	Issued capital $ Accumulated loss $ Total equity (deficiency) $
	56,604,226 (55,576,326) 1,027,900 ‐ (216,439) (216,439) ‐ ‐ ‐
	‐ (216,439) (216,439) ‐ ‐ ‐
	56,604,226 (55,792,765) 811,461

	56,604,226 (55,792,765) 811,461
	‐ (1,091,045) (1,091,045)
	‐ ‐ ‐
	‐ (1,091,045) (1,091,045)
	‐ ‐ ‐
	‐ ‐ ‐
	56,604,226 (56,883,810) (279,584)

The above statement of changes in equity should be read in conjunction with the accompanying notes

Quantum Resources Limited Statement of Cash Flows

for the year ended 30 June 2014

*Note* Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) Interest received Refunds received Net cash used in operating activities 13 Cash flows from investing activities Payments for exploration expenditure Refund of security deposit Loans from other entity Net cash from investing activities Cash flows from financing activities Proceeds from borrowings Net cash from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 13	2014 $ 2013 $
	(71,485) (93,453) 1 ‐ 15,807 21,472
	(55,677) (71,981)
	(27,935) (39,376) ‐ 12,038 29,000 98,000
	1,065 70,662
	54,600 ‐
	54,600 ‐
	(12) (1,319) 3,265 4,584
	3,253 3,265

The above statement of cash flows should be read in conjunction with the accompanying notes

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

1. Summary of significant accounting policies

Quantum Resources Limited (the ‘Company’) is a company domiciled in Australia. The financial statements of the Company as at and for the year ended 30 June 2014 comprise the Company only and have not been consolidated with any other entity. The principal accounting policies adopted in preparation of the financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

The financial statements were authorised for issue by the Board of Directors on 29 September 2014.

(a) New, revised or amending Accounting Standards and Interpretations adopted

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

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

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

The following Accounting Standards and Interpretations are most relevant to the Company:

AASB 13 Fair Value Measurement and AASB 2011‐8 Amendments to Australian Accounting Standards arising from AASB 13

The Company has applied AASB 13 and its consequential amendments from 1 July 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the ‘exit price’ and provides guidance on measuring fair value when a market becomes less active. The ‘highest and best use’ approach is used to measure non‐financial assets whereas liabilities are based on transfer value.

We have assessed the new guidance and definition of fair value against our previous fair value measurements of assets and liabilities and determined there is no change required in how we measure fair value.

AASB 13 2011‐4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirement

The Company has applied 2011‐4 from 1 July 2013, which amends AASB 124 ‘Related Party Disclosures’ by removing the disclosure requirements for individual key management personnel (‘KMP’). Corporations and Related Legislation Amendment Regulations 2013 and Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No. 1) now specify the KMP disclosure requirements to be included within the directors’ report.

(b) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for‐profit oriented entities. The financial statements also comply with International Financial Reporting Standards and interpretations as issued by the International Accounting Standards Board (‘IASB’).

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

Historical Cost Convention

The financial statements have been prepared on the historical cost basis, except for some categories of investments and some financial instruments which are recorded at fair value. Cost is the fair value of the consideration given in exchange for net assets acquired.

Going concern

The financial report has been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Company has incurred a loss of $1,091,045 in the year to 30 June 2014, had net cash operating outflow of $55,677 for the year ended 30 June 2014 and has negative working capital of $114,526 at 30 June 2014. In order to continue as a going concern, the Company will be required to raise further capital to meet its commitments and ongoing management support to be provided by AXIS Consultants Pty Ltd. These conditions indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Directors believe the going concern basis to be appropriate for the reasons that follow. In considering whether the Company is a going concern, the Directors note that the Company has been planning an equity raising to raise funds for its operational needs and the Company believes it will be in a position to announce full details shortly. The Company is in the process of raising an initial tranche of capital under Listing Rule 7.1 capacity and then will raise further capital following shareholder approval. The Directors are confident of doing so due to the success the Company has previously had raising capital. Based on the forecasted cashflows of the Company, the Directors are satisfied that adequate plans are in place and that the Company will be able to raise sufficient cash for a minimum of 12 months from the date of signature of the financial report. Should the Company be unable to continue as a going concern, it may be required to realise their assets and extinguish their liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the Company be unable to continue as a going concern.

Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

Critical accounting estimates

The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Exploration and evaluation

Note 1(j) contains information about the assumptions and risk factors relating to exploration, evaluation and development expenditure impairment.

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

(c) Revenue

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue

Interest is brought to account as income over the term of each financial instrument on an effective interest basis.

(d) Income tax

The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for when the deferred income tax asset or liability arises from initial recognition of goodwill or an asset or liability in a transaction other than a business combination and that, at the time of the transaction, affects neither accounting nor taxable profits. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included with other receivables or payables in the Statement of Financial Position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

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

(f) Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash generating units.

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

(g) Cash and cash equivalents

For Statement of Cash Flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

(h) Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Debts which are known to be uncollectable are written off by reducing the carrying amount directly.

(i) Plant and equipment

Plant and equipment is stated at historical cost, less accumulated depreciation and impairment. Historical cost includes all expenditure that is directly attributable to acquisitions of the items.

Depreciation is calculated on a straight line basis to write off the net cost of each item of, plant and equipment over their expected useful lives. The residual values useful lives (being 2 to 5 years) and depreciation methods are reviewed and adjusted if appropriate, at each reporting date. An assets carrying amount is written down immediately to its recoverable amount if the assets’ carrying amount is greater than its recoverable amount (see note 1(f)).

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to accumulated losses.

(j) Exploration, evaluation and development expenditure

Exploration, evaluation and development expenditure, including costs of acquisition in relation to separate areas of interest for which rights of tenure are current, are brought to account in the year in which they are incurred and are carried at cost.

The exploration expenditure will be carried forward as an asset where:

(i) it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest or by its sale; or
(ii) exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves.

Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

Where there has been a decision to proceed with development, accumulated expenditure is amortised over the life of the associated resource once mining operations commence.

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

The key points that are considered in this review include:

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

planned drilling programs.
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.

(k) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing operating loss attributable to the owners of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(l) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. Due to their short‐term nature they are initially recognised at fair value and subsequently at amortised cost. The amounts are unsecured and are usually paid within 30 days of recognition.

(m) Issued capital

Ordinary shares are classified as equity.

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

(n) New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2014. The Company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, are set out below.

AASB 9 Financial Instruments , AASB 2009‐11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010‐7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2018. AASB 9 includes requirements for the classification and measurement of financial assets and was further amended by AASB 2010‐7 to reflect amendments to accounting for financial liabilities. These requirements aim to improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139 Financial Instruments: Recognition and Measurement . The Company does not expect that this standard will have a significant impact on its financial statements.

2. Segment Reporting

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

Operating segment information is disclosed on the same basis as information used for internal reporting purposes by the Board of Directors. At regular intervals, the board is provided management information for the Company’s cash position, the carrying values of exploration permits and Company cash forecast for the next twelve months of operation. On this basis, no segment information is included in these financial statements.

All operating revenue has been derived in Australia. All exploration and evaluation assets are held in Australia.

3.

4.

5. Revenue

Interest income Debt forgiveness – other entity Total revenue Finance Expenses Bank charges Total finance expense Income tax Total tax expense comprises Current tax expense Deferred tax expense	2014 $ 2013 $
	1 ‐ 380,008 ‐
	380,009 ‐
	2014 $ 2013 $
	30 (180)
	30 (180)
	2014 $ 2013 $
	‐ ‐ ‐ ‐
	‐ ‐

Reconciliation between tax expense and pre‐tax accounting loss

Loss before tax Income tax benefit on loss at Australian tax rate of 30% (2013: 30%) Capitalised exploration and evaluation expenditure Movement in other temporary differences Under provided in prior periods Current year losses for which no deferred tax asset was recognised Income tax expense	2014 $ 2013 $
	(1,091,045) (216,439)
	327,314 64,932 (375,062) (15,950) (2,025) (7,369)
	(49,773) 41,613 ‐ ‐ 49,773 (41,613)
	‐ ‐

Deferred tax assets and liabilities

Deferred tax assets and liabilities
Capitalised exploration and	Assets Liabilities 2014 $ 2013 $ 2014 $ 2013 $
	‐ ‐ (25,483) (400,544)

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

evaluation expenditure Accruals Capital raising costs Tax losses Deferred tax assets/(liabilities) Set off of deferred tax liabilities Net deferred tax assets Net deferred tax assets not recognised Net deferred tax assets	7,425 5,400 ‐ ‐ ‐ ‐ ‐ ‐ 6,547,458 6,596,189 ‐ ‐
	6,554,883 6,601,589 (25,483) (400,544) (25,483) (400,544) 25,483 400,544
	6,529,400 6,201,045 ‐ ‐ 6,529,400 6,201,045 ‐ ‐
	‐ ‐ ‐ ‐

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilise the benefits.

Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30% 6. Loss per share Basic loss per share (cents) Diluted loss per share (cents)	2014 $ 2013 $
	21,824,859 21,987,296
	6,547,458 6,596,189
	2014 2013
	(0.13) (0.03) (0.13) (0.03)

The loss used for the purposes of calculating basic and diluted loss per share are as follows:

Loss attributable to ordinary shareholders (basic) Loss attributable to ordinary shareholders (diluted)	2014 $ 2013 $
	(1,091,045) (216,439) (1,091,045) (216,439)

The weighted average number of shares used for the purposes of calculating diluted loss per share reconciles to the number used to calculate basic loss per share as follows:

Weighted average number of shares Basic loss per ordinary share denominator Diluted loss per ordinary share denominator	2014 Shares 2013 Shares
	814,703,218 814,703,218 814,703,218 814,703,218

For the year ended 30 June 2013, options were not considered to be dilutive as the conversion would result in a reduced loss per share and at 30 June 2013 and 30 June 2014, no options are on issue. The options were therefore excluded from the weighted average number of shares in the calculation of loss per share.

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

7. Other receivables

Other receivables	2014 $ 2013 $
	546 5,130
	546 5,130

The Company’s exposure to credit risk related to trade and other receivables are disclosed in note 16.

8. Plant and equipment

Plant and equipment
Cost Balance at 1 July 2012 Additions Balance at 30 June 2013 Balance at 1 July 2013 Disposals Balance at 30 June 2014 Accumulated depreciation Balance at 1 July 2012 Depreciation for the year Balance at 30 June 2013 Balance at 1 July 2013 Depreciation for the year Disposals Balance at 30 June 2014 Carrying amounts At 1 July 2012 At 30 June 2013 At 1 July 2013 At 30 June 2014	Field and plant equipment $ Total plant and equipment $
	3,390 3,390 ‐ ‐
	3,390 3,390

	3,390 3,390
	(3,390) ‐
	‐ 3,390
	(1,525) (1,525) (678) (678)
	(2,203) (2,203)

	(2,203) (2,203)
	(171) (171)
	2,374 2,374
	‐ ‐
	1,865 1,865
	1,187 1,187

	1,187 1,187
	‐ ‐

9. Exploration and evaluation expenditure

Balance at beginning of year Expenditure incurred Amount written off Carrying amount at end of year	2014 $ 2013 $
	1,335,147 1,281,980 79,414 85,579 (1,329,619) (32,412)
	84,942 1,335,147

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

10. Trade and other payables

Trade and other payables
Current Trade payables and accruals Payables due to other entity Total current payables Non‐current Payables due to other entity Total non‐current payables	2014 $ 2013 $
	63,725 51,877 ‐ 481,391
	63,725 533,268
	250,000 ‐
	250,000 ‐

11. Other liabilities

Other liabilities	2014 $ 2013 $
	54,600 ‐
	54,600 ‐

12. Equity

Ordinary share capital

Ordinary share capital
Balance at beginning of year Balance at end of year	2014 No. shares 2013 No. shares 2014 $ 2013 $
	814,703,218 814,703,218 56,604,226 56,604,226
	814,703,218 814,703,218 56,604,226 56,604,226

Holders of ordinary shares are entitled to one vote per share at shareholder meetings. In the event of winding up of the Company, ordinary shareholders are fully entitled to any proceeds of liquidation subject to prior entitlement.

Options

There are no options on issue.

13. Cash and cash equivalents

Cash at bank and on hand Cash and cash equivalents Cash and cash equivalents in the Statement of Cash Flows	2014 $ 2013 $
	3,253 3,265
	3,253 3,265
	3,253 3,265

The Company’s exposure to interest rate risk is disclosed in note 16.

Reconciliation of cash flows from operating activities

Reconciliation of cash flows from operating activities
Note Loss for the year Adjustments for Debt forgiveness – other entity Exploration impaired Depreciation	2014 $ 2013 $
	(1,091,045) (216,439) (380,008) ‐ 1,329,133 32,412 171 678

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

for the year ended 30 June	2014
Note Net cash used in operating activities before change in assets and liabilities Change in trade and other receivables Change in trade and other payables Net cash used in operating activities	2014 $ 2013 $
	(141,749) (183,349) 4,584 (3,202) 81,488 114,570
	(55,677) (71,981)

14. Contingencies

There are no contingent liabilities that the Company has become aware of.

15. Commitments

Exploration expenditure

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. Should the Company wish to preserve interest in its current tenements the amount which may be required to be expended is as follows:

Due within one year Due later than one year and not later than five years Due later than five years	2014 $ 2013 $
	55,761 166,298 371,035 110,128 7,331 ‐
	434,127 276,426

16. Financial instruments

The Company’s activities expose it to a variety of financial risks, market risk, credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects of the financial performance of the entity.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange risk, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company does not operate internationally and therefore its exposure to foreign exchange risk arising from currency exposures is limited. The Company is not exposed to equity security price risk and holds no equity investments. The Company is not exposed to commodity price risk as the Company is still carrying out exploration.

Interest rate risk

Interest rate risk arises from investment of cash at variable rates. The Company’s income and operating cash flows are not materially exposed to changes in market interest rates.

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

At the reporting date, the interest rate profile of the Company’s interest bearing financial instruments was:

Variable rate instruments Cash and cash equivalents	Carrying amount 2014 $ 2013 $
	3,253 3,265
	3,253 3,265

An increase of 100 basis points (decrease of 100 basis points) in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis was performed on the same basis for 2013. The following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk:

30 June 2014 Variable rate instruments Cash and cash equivalents 30 June 2013 Variable rate instruments Cash and cash equivalents	Profit or loss Equity
	Carrying amount $ 100 bp increase $ 100 bp decrease $ 100 bp increase $ 100 bp decrease $


	3,253 33 (33) 33 (33)
	3,253 33 (33) 33 (33)
	3,265 33 (33) 33 (33)
	3,265 33 (33) 33 (33)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The Company has no significant concentration of credit risk. Credit risk arises from cash and cash equivalents held with the bank and financial institutions and receivables due from other entities. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.

The maximum exposure to credit risk is the carrying amount of the financial asset. The maximum exposure to credit risk at the reporting date was:

Cash and cash equivalents Receivables	2014 $ 2013 $
	3,253 3,265 546 5,130
	3,799 8,395

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

Impairment loss

The aging of the Company’s current receivables at the reporting date was:

Current 31 – 60 days 61 – 90 days 91 days and over	At 30 June 2014 At 30 June 2013 Gross $ Impairment $ Gross $ Impairment $
	546 ‐ 5,130 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	546 ‐ 5,130 ‐

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s liquidity risk arises from operational commitments. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. Management aims at maintaining flexibility in funding by regularly reviewing cash requirements and monitoring forecast cash flows.

The following are the contractual maturities of financial liabilities:

30 June 2014 Financial liabilities Current Trade and other payables Loans and other borrowings Non‐current Other payables 30 June 2013 Financial liabilities Trade and other payables	Carrying amount $ Total contractual cash flows $ 6 months or less $ 6 to 12 months $ Greater than 12 months $
	63,725 ‐ 63,725 ‐ ‐ 54,600 ‐ 54,600 ‐ ‐ 250,000 ‐ ‐ ‐ 250,000
	368,325 ‐ 118,325 ‐ 250,000
	533,268 533,268 51,878 481,390 ‐
	533,268 533,268 51,878 481,390 ‐

Included within the carrying amount of trade and other payables at 30 June 2014 is $nil (2013: $483,391) owed to other entities.

Fair value

The carrying amount of financial assets and financial liabilities recorded in the financial statements represent their respective net fair value determined in accordance with the accounting policies referred to in note 1. Fair value approximates carrying value due to the short term nature of these instruments.

Capital management

The Company’s policy in relation to capital management is for management to regularly and consistently monitor future cash flows against expected expenditures for a rolling period of up to 12 months in advance. The Board determines the Company’s need for additional funding by way of

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

either share placements or loan funds depending on market conditions at the time. Management defines working capital in such circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital of the Company.

There were no changes in the Company’s approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

17. Key management personnel compensation

The aggregate compensation made to directors and other members of key management personnel compensation of the Company is set out below:

Short‐term employee benefits Post‐employment benefits	2014 $ 2013 $
	39,118 76,587 3,617 6,892
	42,735 83,479

18. Related party transactions

Key management personnel

Disclosures relating to key management personnel are set out in the Remuneration Report of the Directors’ Report.

Transactions with other entities

AXIS Consultants Pty Ltd (‘AXIS’), a company of which Mr J I Gutnick and Dr D S Tyrwhitt are Directors, provided management and geological services to the Company for the year.

Paid or payable to other entity Management and geological services Debt forgiveness Advance from AXIS	Transaction value for the year ended 30 June Balance outstanding at 30 June 2014 $ 2013 $ 2014 $ 2013 $
	128,018 160,280 229,400 383,391 (380,008) ‐ ‐ ‐
	20,600 98,000 20,600 98,000
	(231,390) 258,280 250,000 481,391

19. Auditors remuneration

Audit services BDO1 Audit and review of financial reports Total Auditors remuneration	2014 $ 2013 $
	39,370 36,000
	39,370 36,000

BDO performed no other services.

20. Subsequent events

Other than the matters outlined elsewhere in these financial statements, no matters or circumstances have arisen since the end of the financial year that have a significant effect on the Company.

Directors’ Declaration

The Directors of Quantum Resources Ltd (the ‘Company’) declare that:

(a) In the Directors’ opinion the financial statements and notes set out on pages 16 to 32 and the Remuneration report in the Directors Report set out on pages 6 to 14, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company’s financial position as at 30 June 2014 and of its performance, for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards adopted by the International Accounting Standards Board (IASB) as disclosed in note 1; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2014.

Signed in accordance with a resolution of the Directors.

Dated at Melbourne this 30[th] day of September 2014

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J I Gutnick Director

Tel: +61 3 9603 1700 Level 14, 140 William St Fax: +61 3 9602 3870 Melbourne VIC 3000 www.bdo.com.au GPO Box 5099 Melbourne VIC 3001 Australia

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INDEPENDENT AUDITOR’S REPORT

To the members of Quantum Resources Limited

Report on the Financial Report

We have audited the accompanying financial report of Quantum Resources Limited, which comprises the statement of financial position as at 30 June 2014, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1(b), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

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

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

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

Independence

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

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Opinion

In our opinion:

(a) the financial report of Quantum Resources Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the company’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(b).

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1(b) in the financial report, which indicates that the ability of the company to continue as a going concern is dependent upon the future successful raising of necessary funding through equity, successful exploration and subsequent exploitation of the company’s tenements, and/or sale of non-core assets. These conditions, along with other matters as set out in Note 1(b), indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern and therefore, the company may be unable to realise its assets and discharge its liabilities in the normal course of business.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 10 to 14 of the directors’ report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Quantum Resources Limited for the year ended 30 June 2014 complies with section 300A of the Corporations Act 2001 .

BDO East Coast Partnership

==> picture [136 x 65] intentionally omitted <==

David Garvey Partner

Melbourne, 30 September 2014

Quantum Resources Limited Corporate Governance

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 two Executive Directors and one Non‐Executive Director. The Company does not have a majority of independent Directors. The Chairman of the Company is a Director and Shareholder of Wilzed 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. The Board considers Dr D S Tyrwhitt to be independent.

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. The Board has adopted a policy of undertaking appropriate checks before appointing a new Director, or putting forward to shareholders a candidate for Director. It also provides full details of the qualifications and experience of candidate Directors in the notice of annual general meeting or general meeting, whichever is the case. However, it continues to assess

Quantum Resources Limited Corporate Governance

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. Accordingly, Mr Lee is required to retire at the 2014 Annual General Meeting by rotation and may seek re‐election.

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 Chief Financial Officer & Company Secretary has 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.

vii. Performance Evaluation of Board and its Members

During the year, the Board completed a performance evaluation of the Board, its members and executives.

viii. Induction and Professional Development of Directors

The Company has a program to induct new Directors and provides opportunities for professional development for all Directors in order for the Directors to perform their roles as Directors effectively.

2. Board Committees

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

i. Remuneration Committee

The Company does not have a Remuneration Committee. All matters that would usually fall to a Remuneration Committee are handled by the full Board. The Board considers that it is appropriate for the Company at this time not to have a Remuneration Committee and for remuneration issues to be handled by the full Board, given the size of the Board. As the Remuneration Committee functions are carried out by the Board, the Company does not comply with the Remuneration Committee membership criteria set out in the CGC Principles and Recommendations. The Company uses short‐term and long‐term incentives as part of an executive’s remuneration package. The Board meets to review remuneration policies and practices of the Company, to ensure that they meet current market conditions. The Board

Quantum Resources Limited Corporate Governance

draws on the experience of Senior Management and where appropriate, seeks the advice of external consultants. The Remuneration Committee has a formal charter and this is followed by the Board in its deliberations.

ii.

Audit Committee

The Company does not have an Audit Committee. All matters that would usually fall to an Audit Committee are handled by the full Board. The Board considers that it is appropriate for the Company at this time not to have an Audit Committee and for audit issues to be handled by the full Board. The Company has adopted a formal Audit Committee Charter and this is followed by the Board in its deliberations. The Board monitors internal control policies and procedures designed to safeguard the Company’s assets and to maintain the integrity of financial reporting. As the Audit Committee functions are carried out by the Board, the Company does not comply with the Audit Committee membership criteria set out in the CGC Principles and Recommendations.

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. In considering the nomination of new board members, the Board consider the skill set and experience of existing board members and the skills required for a balanced board.

3. Company Secretary

The Company Secretary is also a Director of the Company and as a result, the Company may not comply with the Corporate Governance Principle that the Company Secretary should be directly accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board. However the Directors believe that the Director and Company Secretary does guide the Board on the proper functioning of the Board.

4. 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.

5. Diversity

The Company established a formal written policy on diversity and it is posted on its website. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. From a board perspective, the Company, with its current board membership, already meets a number of the

Quantum Resources Limited Corporate Governance

diversity guidelines. As noted elsewhere in the Remuneration Report and this Corporate Governance section, the Company is managed by AXIS Consultants Pty Ltd pursuant to a Service Agreement and thus does not have any employees. Accordingly, other than the membership of the board, and senior management (who are employed by AXIS and supplied through the Service Agreement), diversity is not relevant to the Company.

6. 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 Chief Financial Officer 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”.

iv. Internal Audit

The Company does not have an internal audit function as the Directors do not believe it is cost effective given the size of the Company. The Board monitors internal control policies and procedures designed to safeguard the Company’s assets and to maintain the integrity of financial reporting.

7. 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:

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

Quantum Resources Limited Corporate Governance

take responsibility for their own actions and for the consequences surrounding their own actions.

ii. Share Trading

In July 2010, the Company amended its policy following the release of changes to the ASX Corporate Governance Guidelines. 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 prohibited in periods of fourteen (14) days prior to the announcement of the Company’s quarterly reports, and thirty (30) days prior to the announcement of the Company’s 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 these periods. Directors and Executives can only seek permission to trade in shares in the blackout period in cases of extreme financial hardship. In the case of the Chairman, he must seek permission from a Director or the Company Secretary. The policy also sets out that there should be no speculative trading. Directors and employees are required to report share trading to the Company Secretary.

8. 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.

9. 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. A shareholder may obtain copies of the announcements and reports that the Company makes to the ASX via its website at www.qur.com. 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’s share registrar is Link Market Services Limited and shareholders may contact Link on 1300 554 474 or by email to [email protected]. Shareholders should contact Link directly or via Link’s website at www.linkmarketservices.com.au if they wish to receive notices of shareholders meetings electronically.

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.

This corporate governance statement was approved by the Board of Directors at a meeting held on 30 September 2014.

Quantum Resources Limited Tenement List

TENEMENTS WHOLLY OWNED

TELFER

E 45/2401

TENEMENTS SUBJECT TO JOINT VENTURES

TANAMI (OFFICER HILL)

EL 23150

Quantum Resources Limited Australian Securities Exchange Information

As at 17 September 2014, 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
Wilzed Pty Ltd	200,659,182
AXIS Consultants Pty Ltd	84,880,000
Edensor Nominees Pty Limited	72,592,482

2. Fully Paid Ordinary Shares

The number of holders of fully paid ordinary shares in the Company is 2,225. 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
Holdingbetween 1‐1,000 Shares	784
Holdingbetween 1,001 ‐ 5,000 Shares	472
Holdingbetween 5,001 – 10,000 Shares	135
Holdingbetween 10,001‐100,000 Shares	471
Holdingmore than 100,001 Shares	363

The number of holders with less than a marketable parcel of fully paid ordinary shares is 2,002. 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:

The top 20 shareholders are as follows:
Name	Number of Fully Paid OrdinaryShares held	Percentage interest
Wilzed PtyLtd	200,659,182	24.63%
AXIS Consultants PtyLtd	84,880,000	10.42%
Edensor Nominees PtyLimited	72,592,482	8.91%
Mr Trevor Steele	30,100,000	3.69%
Mr Ralph Erwin Tonkin	19,700,000	2.42%
National Nominees Limited	18,895,413	2.32%
Ms Nada Saade	17,561,024	2.16%
Pt Arafua MiningLimited	15,500,000	1.90%
Mr PhilipSteane	10,000,000	1.23%
Bonos PtyLtd	9,300,000	1.14%
Mrs Barbara Lynette Bowman	8,131,778	1.00%
Central West Electrical PtyLtd	7,117,647	0.87%
Mr Joseph Issa & Mr Phillippe Issa	7,100,000	0.87%
Mr Raul Used	6,800,000	0.83%
SnowyPlains PtyLtd	6,620,000	0.81%
Central West Electrical PtyLtd	6,000,000	0.74%
UBS Wealth Management Australia Nominees PtyLtd	6,000,000	0.74%
CanningNominees PtyLtd	6,000,000	0.74%
H Nominees PtyLtd	5,915,351	0.73%
Mr Scott William Daws & Miss Nicole Roberts A/C>	5,710,800	0.70%

Quantum Resources Limited Corporate Information

Directors

Joseph Gutnick David Tyrwhitt Peter Lee 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 BDO East Coast Partnership Level 14, 140 William Street Melbourne Victoria 3000 Australia

Australian Securities Exchange Listing Code QUR

Bankers

Westpac Level 6, 360 Collins Street Melbourne Victoria 3000 Australia

AI assistant

Nova Minerals Ltd — Annual Report 2014

34115_rns_2014-09-29_a9799f17-3fff-4ec9-800a-f26135b21a71.pdf

Quantum Resources Limited

ANNUAL REPORT 2014

Dear Shareholder

Quantum Resources Limited Chairman’s Report

Magnetic Target Areas

Electromagnetic Target Areas

Re‐evaluation of Chicken Ranch Prospect

Quantum Resources Limited Chairman’s Report

TANAMI (OFFICER HILLS JV) PROJECT

GARDNER RANGE

1. Directors

Mr Joseph Gutnick FAusIMM FAIM MAICD

Chairman and Managing Director

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

Peter Lee BBus (Accounting), CA, FCIS, MAICD Executive Director

Mordechai Gutnick

Executive Director

2. Principal Activities and Review and Results of Activities

Quantum Resources Limited Directors’ Report

Objectives

Statement of Profit or Loss and Other Comprehensive Income

Statement of Financial Position

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

8. Directors’ Interests in Shares

9. Meetings of Directors

10. Company Secretary

Quantum Resources Limited Directors’ Report

11. Indemnification of Directors, Officers and Auditors

12. Environment

13. Non‐ Audit Services

14. Remuneration Report ‐ Audited

Quantum Resources Limited Directors’ Report

(ii) Details of Directors, Executives and Remuneration

Quantum Resources Limited Directors’ Report

(iii) Service Agreements with AXIS Consultants Pty Ltd

(iv) Non‐Executive Directors

(v) Performance‐Linked Remuneration

Quantum Resources Limited Directors’ Report

Options over equity instruments

Equity holdings and transactions

Loans to key management personnel

DECLARATION OF INDEPENDENCE BY DAVID GARVEY TO THE DIRECTORS OF QUANTUM RESOURCES LIMITED

Quantum Resources Limited Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2014

Quantum Resources Limited Statement of Financial Position

as at 30 June 2014

Quantum Resources Limited Statement of Changes in Equity for the year ended 30 June 2014

Quantum Resources Limited Statement of Cash Flows

for the year ended 30 June 2014

1. Summary of significant accounting policies

(a) New, revised or amending Accounting Standards and Interpretations adopted

(b) Basis of preparation

Historical Cost Convention

Going concern

Functional and presentation currency

Critical accounting estimates

Exploration and evaluation

(c) Revenue

(d) Income tax

(e) Goods and services tax (GST)

(f) Impairment of assets

(g) Cash and cash equivalents

(h) Trade receivables

(i) Plant and equipment

(j) Exploration, evaluation and development expenditure

(k) Earnings per share

Basic earnings per share

Diluted earnings per share

(l) Trade and other payables

(n) New Accounting Standards and Interpretations not yet mandatory or early adopted

2. Segment Reporting

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2014

3.

Nova Minerals Ltd Annual Report 2014