Nova Minerals Ltd — Annual Report 2015

Sep 30, 2015

Quantum Resources Limited

ABN 84 006 690 348

ANNUAL REPORT 2015

1 | P a g e

Quantum Resources Limited Directors’ Report

DIRECTORS’ REPORT

The Directors of Quantum Resources Limited present their report for the year ended 30 June 2015.

1. DIRECTORS

The Directors in office at any time during or since the end of the year to the date of this report are:

Current Directors

Mordechai Gutnick Chairman and Non-Executive Director

Mr Gutnick was appointed Director of the Company on 29 September 2014.

Mr Gutnick has more than 15 years’ experience in the mining industry and has been a long term investor in the resource sector. He has been a Director of numerous public companies included but not limited to Regis resources, Great Gold Mines and Astro Diamond mines.

Ari Herszberg Non-Executive Director

Mr Herszberg was appointed a Director of the Company on 28 April 2015.

Mr Herszberg is a Director of a number of companies and has more than 15 years of corporate and management experience. He has extensive consumer electronics experience retailing a number of iconic brands in the Australian market. Mr Herszberg also has extensive real estate experience in the commercial property market.

Eliahu Bernstein Non-Executive Director

Mr Bernstein was appointed a Director of the Company on 29 May 2015.

Mr Eli Bernstein is corporate and strategy adviser with experience in dynamic markets undergoing change including energy, resources and technology.

Mr Bernstein is active with the start up community in Perth through Crowded Space, a venture capitalist incubator. At Horizon Power, he managed strategy and policy in a changing environment. Early in his career, he was a corporate consultant at a stockbroking firm.

Mr Bernstein completed a Bachelor of Commerce (Hons) and MBA. He is a graduate of the Australian Institute of Company Directors and was a Fellow of FINSIA. Mr Bernstein has served on various boards including the Australia-India Business Council and the Australian Institute of Energy (Perth) as well as a couple committees of the Chamber of Commerce and Industry (WA).

Former Directors

Dr David Tyrwhitt Former Non-Executive Director

Dr Tyrwhitt was 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

2 | P a g e

Quantum Resources Limited Directors’ Report

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.

Mr Tyrwhitt resigned as Non-Executive Director on 21 April 2015.

Mr Joseph Gutnick

Former Chairman and Managing Director

Mr Gutnick is a leading mining industry entrepreneur, and was appointed as Director of the Company in 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.

Mr Gutnik resigned as Chairman and Managing Director on 28 April 2015.

Peter Lee

Former 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.

Mr Lee resigned as Executive Director on 29 May 2015.

Company Secretary

Mr Patrick Volpe was the Company Secretary of Quantum as at 30 June 2015. Mr Volpe resigned as secretary on 3 August 2015, and Ms Alyn Tai was appointed Company Secretary of the Company. Ms Tai is a practising lawyer who specialises in the areas of corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities.

2. OPERATING AND FINANCIAL REVIEW

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.

Exploration Activities – Overview

Quantum 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.

3 | P a g e

Quantum Resources Limited Directors’ Report

==> picture [408 x 349] intentionally omitted <==

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.

4 | P a g e

Quantum Resources Limited Directors’ Report

==> picture [427 x 429] intentionally omitted <==

FIGURE 2 – Major Features over E45/2401.

Background image is 1VD Bouger Gravity. GDA94.

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.

5 | P a g e

Quantum Resources Limited Directors’ Report

==> picture [412 x 414] intentionally omitted <==

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

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.

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.

6 | P a g e

==> picture [130 x 24] intentionally omitted <==

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

Quantum Resources Limited
Directors’ Report
----- End of picture text -----

==> picture [411 x 414] intentionally omitted <==

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

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 was undertaken during the year with compilation and validation of existing drilling data.

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

7 | P a g e

Quantum Resources Limited Directors’ Report

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 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.

No field work was carried out during the year.

Tenements as at 30 June 2015

PROJECT	TENEMENT NUMBER COMPANY’S BENEFICIAL INTEREST CURRENT AREA (KM2) CURRENT HOLDER COUNTRY/ STATE
Telfer	E45/2401 100% 70.84 KM2 Quantum WA
Tanami (Officer Hill)	EL23150 100%* 206.08 KM2 Quantum NT

*Quantum 100%, Newmont Option to earn up to 75% under farm out arrangement

3. 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
M Gutnik	1	1
A Herszberg	1	1
E Bernstein	1	1
J I Gutnick	2	2
D S Tyrwhitt	2	2
P J Lee	2	2

The Board has not established formal audit, nomination or remuneration committees, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of such formal committees, they will operate under various committee charters which have been approved by the Board. Presently, the Board as a whole, excluding any relevant affected director, serves as an audit, nomination and remuneration committee to the Company.

4. Directors’ Interests in Securities

The following table sets out the relevant interests in shares and options over unissued shares in the Company which were held by each Director over the year. This information is current at the date of this report or, in the case of former directors, as at the date of resignation.

8 | P a g e

Quantum Resources Limited Directors’ Report

Directors	Fully Paid Ordinary Shares	Options
M Gutnik	0	0
A Herszberg	0	0
E Bernstein	0	0

• as at date of resignation

5. Remuneration of Directors and Key Management Personnel

Information about the remuneration of directors and key management personnel is set out in the Remuneration Report of this Directors’ Report.

6. Share based payments to Directors and Senior Management

No share based payments were granted to Directors and/ or senior management during the financial year.

7. Securities on issue

As at the end of the financial year on 30 June 2015, the only securities on issue in Quantum were 856,703,218 fully paid ordinary shares. No options were on issue during the year. There are no other classes of equity securities on issue.

Subsequent to the end of the financial year, the Company issued further shares under a rights issue and a placement, and consolidated its shares on issue through the conversion of every thirteen fully paid ordinary shares on issue into one share. The consolidation was completed effective 28 September 2015, and following the consolidation, the Company has (as at the date of this report) 144,139,826 fully paid ordinary shares on issue.

8. Financial results

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 decreased from $380,009 in 2014 to nil in 2015. During 2014, debt owing by the Company amounting to $380,009 was forgiven which was treated as revenue.

Costs and expenses have decreased from $1,091,045 in 2014 to $168,463 in 2015. Exploration expenditure provided for or written off amounted to $1,329,619 in 2014 compared to $96,720 in 2015, as a result of a reduction in the write-down of non-prospective tenement interests and exploration expenditure incurred. Administration expenses decreased from $141,405 in 2014 to $71,634 in 2015, primarily due to decreased employee costs. Finance expense was $30 in 2014 compared to $109 in 2015.

As a result, the Company made a net loss after tax of $168,463 in 2015 compared to a net loss after tax of $1,091,045 in 2014.

Statement of Financial Position

At 30 June 2015, the Company had cash at bank of $8,946 (2014: $3,253).

During the year, the Company decreased its receivables and other current assets from $546 to nil and capitalized exploration expenditure decreased by $84,942 to nil which is a result of exploration expenditure of $96,720 being written-off. At 30 June 2015, the Company had total liabilities of $402,393.

9 | P a g e

Quantum Resources Limited Directors’ Report

As a result, the Company had, at 30 June 2015, negative working capital of $393,447 (negative working capital 2014: ($114,526) and net liabilities of $393,447 (2014: $279,584).

Cash Flow

During the year, the Company paid $53,246 (2014: $55,677) for operating activities; paid $11,778 (2014: received $1,065) for investing activities with the key components payments for exploration expenditure of $11,778 (2014: $27,935); and received $70,717 (2014: 54,600) for financing activities being proceeds from borrowings.

9. Significant Change in State of Affairs

In the opinion of the Directors there were no significant changes in the state of affairs of the Company that occurred during the financial year under review not otherwise disclosed in this report or the accompanying financial report.

10. Key Business Strategies for FY2016

As shareholders are aware, the Company has recently undergone organisational changes at Board and management levels with the appointment of new Directors and officers.

The Company has raised $936,909 under a rights issue. The funds raised under the rights issue will be applied to meet Quantum’s working capital requirements, and to enable the newly comprised Board to execute its growth and restructure strategy.

Following shareholder approval of all the resolutions proposed at the Company’s Extraordinary General Meeting on 21 September 2015, a consolidation of the Company’s share capital is now complete.

In the 2016 financial year, the Board will seek to achieve growth by way of strategic acquisitions, and continues to actively review suitable business opportunities for Quantum in order to create value for its shareholders, and looks forward to providing further updates to shareholders as and when appropriate. The Board also intends to undertake an assessment of the Company’s current operations and assets. The key objective of this review will be to ascertain the extent of any changes required to improve the performance of the Company and ensure that Quantum is in a position to maximize or realise value from those assets.

11. Key Business Risks

A number of specific risk factors that may impact the business strategies, future performance and financial position of Quantum are described below. It is not possible to identify every risk that could affect Quantum’s business, and whilst the Company implements risk mitigation measures to the extent possible, actions taken by the Company to mitigate the risks described below cannot provide absolute assurance that a risk will not materialise.

• (a) Title risks and Native Title – The Company’s exploration projects are primarily governed by Statebased legislation and are evidenced by the granting of exploration licences. Each exploration licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Quantum may lose title to its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements which Quantum has an interest in or will in the future acquire such an interest, there may be areas over which legitimate native title rights exist. If native title rights do exist, the ability of Quantum to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected.

• (b) Resource and Reserve estimates – There is a risk that the mineral resources and ore reserves of Quantum, which are estimated and published in accordance with ASX Listing Rules and the JORC Code, are incorrect. If those estimates are materially in excess of the recoverable mineral content of the tenements, the production and financial performance of Quantum would be adversely affected.

10 | P a g e

Quantum Resources Limited Directors’ Report

• (c) Discovery risk – Any discovery by Quantum may not be commercially viable or recoverable: that is no resources within the meaning of the JORC Code may be able to be established and it may be that consequently no reserves can be established.

• (d) Operating risk – The nature of exploration, mining and mineral processing involves hazards which could result in Quantum incurring uninsured losses and liabilities to third parties, for example arising from pollution, environmental damage or other damage, injury or death. These could include rock falls, flooding, unfavourable ground conditions or seismic activity, ore grades being lower than expected and the physical or metallurgical characteristics of the ore being less amenable to mining or treatment than expected.

12. Events subsequent to balance date

The following events occurred in relation to Quantum subsequent to the end of the financial year:

• In August 2015, Mr Patrick Volpe resigned as Company Secretary of Quantum, and Ms Alyn Tai was appointed Company Secretary.

• In August 2015, the Company changed its registered office address to Level 1, 61 Spring Street, Melbourne.

• In August, Quantum entered into binding share subscription agreements with a number of sophisticated investors to raise $104,267 through the issue of 80,205,482 ordinary shares at $0.0013 per ordinary share ( Placement ).

• On 21 August 2015, Quantum announced that it would undertake a pro-rata non-renounceable rights issue on a 1-for-1 basis at an offer price of $0.001 ( Offer ). The Offer closed on 9 September 2015, with the result that shareholders applied for a total of 245,401,895 shares under the rights issue, and Quantum raised $245,402 as a result.

• Following the close of the rights issue Offer, there remained a shortfall of 691,506,805 shares which were not applied for during the Offer period ( Shortfall Shares ). In accordance with its stated intention in the Company’s rights issue Offer Document, on 24 September 2015 the Board successfully placed the Shortfall Shares to a range of investors. The Shortfall Shares were placed at the Offer price of $0.001 per share, to raise a total of $691,507, bringing the total funds raised by Quantum under the rights issue to $936,909 (less costs of the Offer). The funds raised under the rights issue will be applied to meet Quantum’s working capital requirements, and to enable the Board to execute its growth and restructure strategy.

• On 21 September 2015, the Company held an Extraordinary General Meeting to propose a number of resolutions to shareholders, including the consolidation of the Company’s share capital, through the conversion of every thirteen fully paid ordinary shares on issue as at the record date of 25 September 2015 into one share ( Consolidation ). The Consolidation and all other resolutions were approved at the Extraordinary General Meeting, and the Consolidation was completed effective 28 September 2015. Following the Consolidation, the Company now has 144,139,826 fully paid ordinary shares on issue.

Other than as otherwise disclosed, in the interval between the end of the financial year and the date of this report, no item, transaction or event of a material and unusual nature has arisen that is likely, in the opinion of the Directors, to affect significantly, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

13. 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.

11 | P a g e

Quantum Resources Limited Directors’ Report

14. 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.

As shareholders are aware, subsequent to the end of the financial year, the Company has undergone organisational changes at Board and management levels; these changes have been implemented with the objective of better positioning the Company and its newly comprised Board to address its strategy of identifying suitable business opportunities for Quantum in order to create value for its shareholders. The Board looks forward to providing further updates to shareholders as and when appropriate.

15. 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.

16. Indemnification of Directors, Officers and Auditors

During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and all executive officers of the Company and of any related body corporate against a liability incurred as a Director, Secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

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

The insurance premiums relate to:

• Cost and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and

• Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.

This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company.

17. Environmental Regulation and Performance

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

12 | P a g e

Quantum Resources Limited Directors’ Report

exploration. In addition, the Company continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.

18. Auditor Independence and Non-Audit Services

The auditor’s independence declaration is included on page 19 of this Annual Report.

19. Non-Audit Services

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

20. Proceedings on Behalf of the Company

No person has applied for leave of a Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

21. Remuneration Committee

The Board has not established a formal remuneration committee, having regard to the size of the Company and its operations. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal remuneration committee, such a committee will operate under a remuneration committee charter to be approved by the Board. Presently, the Board as a whole, excluding any relevant affected director, serves as a nomination committee to the Company.

22. Remuneration Report - Audited

This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of Quantum’s directors and its key management personnel for the financial year ended 30 June 2015. The prescribed details for each person covered by this report are detailed below under the following headings:

(i) Overview of Remuneration Policies

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.

13 | P a g e

Quantum Resources Limited Directors’ Report

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

	2015	2014	2013	2012	2011
	$	$	$	$	$
Revenue	-	380,009	-	10	11,160
Net loss	(168,463)	(1,091,045)	(216,439)	(404,413)	(161,224)
Basic loss per share (cents)	(0.0002)	(0.13)	(0.03)	(0.05)	(0.02)
Diluted loss per share (cents)	(0,0002)	(0.13)	(0.03)	(0.05)	(0.02)
Net assets/(deficiency)	(393,447)	(279,584)	811,461	1,027,900	1,432,313

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

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

• M Gutnik – Chairman and Managing Director from 29 September 2014

• A Herszberg – Non-Executive Director from 28 April 2015

• E Berstein – Non-Executive Director from 29 May 2015

• J I Gutnick – Chairman and Managing Director until 28 April 2015

• D S Tyrwhitt – Non-Executive Director until 21 April 2015

• PJ Lee – Executive Director, Chief Financial Officer & Company Secretary until 29 May 2015

• M Kammermann – Exploration Manager

14 | P a g e

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 M Gutnick 2015 2014 A Herszberg 2015 2014 E Berstein 2015 2014 J I Gutnick 2015 2014 D S Tyrwhitt 2015 2014 P J Lee 2015 2014	N/A N/A N/A N/A N/A N/A 617 4,959 - 5,714 18,333 - 5,780 8,827 -	N/A N/A N/A - 458 - 1,696 - 816	N/A N/A N/A - - -	N/A N/A N/A 617 5,417 5,714 20,029 5,780 9,643	0.00 0.00 0.00	0.00 0.00 0.00
Total all Directors 2015 2014	12,111 32,119 -	2,970	-	12,111 35,089
Executives M Kammermann 2015 2014	- 6,999 -	- 647	-	- 7,646	0.00	0.00
Total all 2015 Executives 2014	- 6,999 -	- 647	-	- 7,646
Total all Directors 2015 & Executives 2014	12,111 39,118 -	- 3,617	-	12,11 42,735

There were no STI cash bonuses, post-employment prescribed benefits, termination benefits or insurance premiums paid during 2015 or 2014.

(iii) Service Agreements with AXIS Consultants Pty Ltd

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

Mr Kammermann, Exploration Manager did 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 was for an unlimited term and was capable of termination on two month’s notice.

These service agreements are no longer in place.

(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

15 | P a g e

Quantum Resources Limited Directors’ Report

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.

(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.

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 2015 M Gutnik A Herszberg E Berstein J I Gutnick D S Tyrwhitt P J Lee M Kammermann 30 June 2014 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 Disposal during the year Held at end of year / at resignation date - - - - - - - - - - - - - - - 282,243,675 - - (245,892,184)- 36,351,491 - - - - - 511 - - (511) - - - - - -	Held nominally at end of year/ at resignation date - - - 36,351,491 - - -
	282,244,186 - - 242,892,695 36,351,491	36,351,491
	282,243,675 - - - 282,243,675 - - - - - 511 - - - 511 - - - - -	- - - -
	282,244,186 - - - 282,244,186	-

(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.

23. Auditor

BDO East Coast Partnership continues in office as the Company’s auditor in accordance with section 327 of the Corporations Act 2001 (Cth).

16 | P a g e

Quantum Resources Limited Directors’ Report

24. Directors’ Resolution

This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001.

On behalf of the Directors of Quantum Resources Limited

==> picture [101 x 45] intentionally omitted <==

Mordechai Gutnick Chairman

1 October 2015

17 | P a g e

Quantum Resources Limited Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT

The Company’s Directors and management are committed to conducting the business of Quantum Resources Limited in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and complies with where practicable with the ASX Corporate Governance Principles and Recommendations (Third Edition) ( Recommendations ) to the extent appropriate to the size and nature of the Group’s operations.

The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations (Corporate Governance Statement).

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on Quantum Resources Limited’s website (http://www.qur.com.au) (the Website ), and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX.

The Appendix 4G will identify each Recommendation that needs to be reported against by Quantum Resources Limited, and will provide shareholders with information as to where relevant governance disclosures can be found.

The Company’s corporate governance policies and charters and policies are all available on the Website.

18 | P a g e

Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia

Tel: +61 3 9603 1700 Fax: +61 3 9602 3870 www.bdo.com.au

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY WAI AW TO THE DIRECTORS OF QUANTUM RESOURCES LIMITED

As lead auditor of Quantum Resources Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [146 x 63] intentionally omitted <==

Wai Aw Partner

BDO East Coast Partnership

Melbourne, 1 October 2015

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.

Quantum Resources Limited Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2015

Note Revenue 3 Expenses Exploration costs 8 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 income 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	2015 $ 2014 $
	- 380,009 (96,720) (1,329,619) (71,634) (141,405) (109) (30)
	(168,463) (1,091,045)
	- -
	(168,463) (1,091,045)
	- -
	(168,463) (1,091,045)
	(168,463) (1,091,045)
	(168,463) (1,091,045)
	(0.0002) (0.13)
	(0.0002) (0.13)

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

20 | P a g e

Quantum Resources Limited Statement of Financial Position as at 30 June 2015

Note Assets Current Assets Cash and cash equivalents 12 Other receivables 7 Total current assets Non-current Assets Exploration and evaluation expenditure 8 Total non-current assets Total assets Liabilities Current Liabilities Trade and other payables 9 Other liabilities 10 Total current liabilities Non-current liabilities Other payables 9 Total non-current liabilities Total liabilities Net deficiency Equity Issued capital 11 Accumulated losses Total deficiency	2015 $ 2014 $
	8,946 3,253 - 546
	8,946 3,799
	- 84,942
	- 84,942
	8,946 88,741
	391,993 63,725 10,400 54,600
	402,393 118,325
	- 250,000
	- 250,000
	402,393 368,325
	(393,447) (279,584)
	56,658,826 56,604,226 (57,052,273) (56,883,810)
	(393,447) (279,584)

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

21 | P a g e

Quantum Resources Limited Statement of Changes in Equity for the year ended 30 June 2015

Balance at 1 July 2013 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Balance at 30 June 2014 Balance at 1 July 2014 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Issue of shares Expiry of options Balance at 30 June 2015	Issued capital $ Accumulated loss $ Total equity (deficiency) $
	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)
	Issued capital $ Accumulated loss $ Total equity (deficiency) $
	56,604,226 (56,883,810) (279,584) - (168,463) (168,463) - - -
	- (168,463) (168,463)
	- - - 54,600 - 54,600 - - -
	56,658,826 (57,052,273) (393,447)

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

.

22 | P a g e

Quantum Resources Limited Statement of Cash Flows

for the year ended 30 June 2015

Note Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) Interest received Refunds received Net cash used in operating activities 12 Cash flows from investing activities Payments for exploration expenditure Loans from other entity Net cash (used in)/from investing activities Cash flows from financing activities Proceeds from borrowings Net cash from financing activities Net increase/(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 12	2015 $ 2014 $
	(53,792) (71,485) - 1 546 15,807
	(53,246) (55,677)
	(11,778) (27,935) - 29,000
	(11,778) 1,065
	70,717 54,600
	70,717 54,600
	5,693 (12) 3,253 3,265
	8,946 3,253

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

23 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

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 2015 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 30 September 2015.

(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.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company.

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

(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’).

Historical Cost Convention

The financial statements have been prepared on the historical cost basis

Going concern

The Company had incurred a loss after tax for the year ended 30 June 2015 of $168,463 and had net cash outflows from operating and investing activities of $65,024. As at 30 June 2015 the Company had cash and cash equivalents of $8,946 and was in a net asset deficiency position of $393,447. The Board intends to undertake an assessment of the Company’s current operations and assets including seeking to achieve growth by way of strategic acquisitions of suitable business opportunities. These conditions indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The financial statements have been prepared on the basis that the Company is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:

• In August, the Company entered into binding share subscription agreements with a number of sophisticated investors to raise $104,267 through the issue of 80,205,482 ordinary shares at $0.0013 per ordinary share ( Placement ). The Placement was completed on 11 August 2015.

• On 21 August 2015, the Company announced that it would undertake a pro-rata nonrenounceable rights issue on a 1-for-1 basis at an offer price of $0.001 ( Offer ). The Offer closed on 9 September 2015, with the result that shareholders applied for a total of 245,401,895 shares under the rights issue raising $245,402.

24 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

• Following the close of the rights issue Offer, there remained a shortfall of 691,506,805 shares which were not applied for during the Offer period ( Shortfall Shares ). In accordance with its stated intention in the Company’s rights issue Offer Document, on 24 September 2015 the Board successfully placed the Shortfall Shares to a range of investors. The Shortfall Shares were placed at the Offer price of $0.001 per share, to raise a total of $691,507, bringing the total funds raised by Quantum under the rights issue to $936,909 (less costs of the Offer).

• The Directors have prepared budgets which demonstrate that, based on the above factors the Company has sufficient funds available to meet its commitments for at least twelve months from the date of signing this report.

• The key objective of the Board’s review the Company’s operations and assets is to ascertain the extent of any changes required to improve the performance of the Company and ensure that the Company is in a position to maximize or realise value from those assets.

• The Board is confident of raising further capital through equity if necessary.

Should the Company not be able to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Company not 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(i) contains information about the assumptions and risk factors relating to exploration, evaluation and development expenditure impairment.

(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.

25 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

(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.

(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.

26 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

(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) 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:

• 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.

(j) 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.

27 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

(k) 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.

(l) 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.

(m) 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 2015. 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

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. Revenue

Interest income Debt forgiveness – other entity Total revenue	2015 $ 2014 $
	- 1 - 380,008
	- 380,009

4.

Finance Expenses

Bank charges Borrowing Costs	2015 $ 2014 $
	30 30 79

28 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

109 30

Total finance expense

5. Income tax

Total tax expense comprises Current tax expense Deferred tax expense	2015 $ 2014 $
	- - - -
	- -

Reconciliation between tax credit expense and pre-tax accounting loss

Loss before tax Income tax benefit on loss at Australian tax rate of 30% (2014: 30%) Capitalised exploration and evaluation expenditure Exploration costs impaired Movement in other temporary differences Current year losses for which no deferred tax asset was recognised Income tax expense	2015 $ 2014 $
	(168,463) (1,091,045)
	(50,539) 327,314 - 29,016 (375,062) - - (2,025)
	(21,523) (49,773) 21,523 49,773
	- -

Tax losses

Tax losses
Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30%	2015 $ 2014 $
	21,896,602 21,824,859
	6,568,981 6,547,458

The 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.

6. Loss per share

Basic loss per share (cents) Diluted loss per share (cents)	2015 2014
	(0.0002) (0.13) (0.0002) (0.13)

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

2015 2014

29 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

Loss attributable to ordinary shareholders (basic) Loss attributable to ordinary shareholders (diluted)	$ $
	(168,463) (1,091,045) (168,463) (1,091,045)

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	2015 Shares 2014 Shares
	828,626,506 814,703,218 828,626,506 814,703,218

7. Other receivables

Other receivables
Other receivables	2015 $ 2014 $
	- 546
	- 546

The Company’s exposure to credit risk related to trade and other receivables are disclosed in note 15.

8. Exploration and evaluation expenditure

Exploration and evaluation expenditure
Balance at beginning of year Expenditure incurred Amount written off Carrying amount at end of year	2015 $ 2014 $
	84,942 1,335,147 11,778 79,414 (96,720) (1,329,619)
	- 84,942

9. Trade and other payables

Current Trade payables and accruals Payables due to shareholders Total current payables Non-current Payables due to other entity Total non-current payables	2015 $ 2014 $
	95,876 63,725 296,117 -
	391,993 63,725
	- 250,000
	- 250,000

10. Other liabilities

Other advanced receipts	2015 $ 2014 $
	10,400 54,600
	10.400 54,600

30 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

11. Equity

Ordinary share capital

Balance at beginning of year Issuance of shares Balance at end of year	2015 No. shares 2014 No. shares 2015 $ 2014 $ 814,703,218 814,703,218 56,604,226 56,604,226 42,000,000 - 54,600 -
	856,703,218 814,703,218 56,658,826 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.

12. Cash and cash equivalents

Cash at bank and on hand Cash and cash equivalents Cash and cash equivalents in the Statement of Cash Flows	2015 $ 2014 $
	8,946 3,253
	8,946 3,253
	8,946 3,253

The Company’s exposure to interest rate risk is disclosed in note 15.

Reconciliation of cash flows from operating activities

Note Loss for the year Adjustments for Debt forgiveness – other entity Exploration impaired Depreciation 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	2015 $ 2014 $
	(168.463) (1,091,045) - (380,008) 96,720 1,329,133 - 171
	(71,743) (141,749) 546 4,584 17,951 81,488
	(53,246) (55,677)

13. Contingencies

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

31 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

14. 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	2015 $ 2014 $
	69,369 55,761 325,977 371,035 7,331 7,331
	402,677 434,127

15. 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.

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 2015 $ 2014 $
	8,946 3,253
	8,946 3,253

32 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

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 2014. The following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk:

30 June 2015 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 $
	8,946 89 (89) 89 (89)
	8,946 89 (89) 89 (89)

30 June 2014 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)

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	2015 $ 2014 $
	8,946 3,253 - 546
	8,946 3,799

Impairment loss

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

At 30 June 2015

At 30 June 2014

33 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

Current 31 – 60 days 61 – 90 days 91 days and over	Gross $ Impairment $ Gross $ Impairment $
	- - 546 - - - - - - - - - - - - -
	- - 546 -

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 2015 Financial liabilities Current Trade and other payables Other Liabilities Non-current Other payables	Carrying amount $ Total contractual cash flows $ 6 months or less $ 6 to 12 months $	Greater than 12 months $
	391,993 - 391,993 - 10,400 - - - - - - -	- - -
	402,393 - 391,993 -	250,000

30 June 2014 Financial liabilities Current Trade and other payables Other liabilities Non-current 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

Included within the carrying amount of trade and other payables at 30 June 2015 is $296,117 (2014: $nil) owed to shareholders.

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

34 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

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 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.

16. 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	2015 $ 2014 $
	12,111 39,118 - 3,617
	12,111 42,735

17. 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 2015 $ 2014 $ 2015 $ 2014 $
	23,060 128,018 14,300 229,400 - (380,008) - -
	37,258 20,600 14,300 20,600
	60,317 (231,390) 14,300 250,000

18. Auditors remuneration

Audit services BDO East Cost Partnership Audit and review of financial reports	2015 $ 2014 $
	34,000 39,370

35 | P a g e

Quantum Resources Limited Notes to and forming part of the Financial Statements for the year ended 30 June 2015

34,000

39,370

Total Auditors remuneration

BDO East Cost Partnership performed no other services.

19. Subsequent events

The following events occurred in relation to Quantum subsequent to the end of the financial year:

• In August 2015, Mr Patrick Volpe resigned as Company Secretary of Quantum, and Ms Alyn Tai was appointed Company Secretary.

• In August 2015, the Company changed its registered office address to Level 1, 61 Spring Street, Melbourne.

• In August, Quantum entered into binding share subscription agreements with a number of sophisticated investors to raise $104,267 through the issue of 80,205,482 ordinary shares at $0.0013 per ordinary share ( Placement ).

• On 21 August 2015, Quantum announced that it would undertake a pro-rata non-renounceable rights issue on a 1-for-1 basis at an offer price of $0.001 ( Offer ). The Offer closed on 9 September 2015, with the result that shareholders applied for a total of 245,401,895 shares under the rights issue, with the result that Quantum raised$245,402.

• Following the close of the rights issue Offer, there remained a shortfall of 691,506,805 shares which were not applied for during the Offer period ( Shortfall Shares ). In accordance with its stated intention in the Company’s rights issue Offer Document, on 24 September 2015 the Board successfully placed the Shortfall Shares to a range of investors. The Shortfall Shares were placed at the Offer price of $0.001 per share, to raise a total of $691,507, bringing the total funds raised by Quantum under the rights issue to $936,909 (less costs of the Offer). The funds raised under the rights issue will be applied to meet Quantum’s working capital requirements, and to enable the Board to execute its growth and restructure strategy.

• On 21 September 2015, the Company held an Extraordinary General Meeting to propose a number of resolutions to shareholders, including the consolidation of the Company’s share capital, through the conversion of every thirteen fully paid ordinary shares on issue as at the record date of 25 September 2015 into one share ( Consolidation ). The Consolidation and all other resolutions were approved at the Extraordinary General Meeting, and the Consolidation was completed effective 28 September 2015. Following the Consolidation, the Company now has 144,139,826 fully paid ordinary shares on issue.

36 | P a g e

Directors’ Declaration

DIRECTORS’ DECLARATION

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

• (a) In the Directors’ opinion the financial statements and notes set out on pages 20 to 36 and the Remuneration report in the Directors Report set out on pages 2 to 17, 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 2015 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(b); 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 2015.

Signed in accordance with a resolution of the Directors.

Dated at Melbourne this 1[st] day of October 2015

==> picture [101 x 45] intentionally omitted <==

Mordechai Gutnick Chairman

37 | P a g e

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

==> picture [78 x 31] intentionally omitted <==

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 2015, 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.

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.

==> picture [78 x 31] intentionally omitted <==

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 2015 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) “Going Concern” 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 and that the Board intends to undertake an assessment of the company’s current operations and assets seeking to achieve growth by way of strategic acquisitions of suitable business opportunities. These conditions, along with other matters as set out in Note 1(b) “Going Concern,” 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 13 to 16 of the directors’ report for the year ended 30 June 2015. 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 2015 complies with section 300A of the Corporations Act 2001 .

BDO East Coast Partnership

==> picture [106 x 88] intentionally omitted <==

Wai Aw Partner

Melbourne, 1 October 2015

2

Quantum Resources Limited Australian Securities Exchange Information

ADDITIONAL SECURITIES EXCHANGE INFORMATION

In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information provided is current as at 30 September 2015 ( Reporting Date ).

1. Corporate Governance Statement

The Company has prepared a Corporate Governance Statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company. In accordance with ASX Listing Rule 4.10.3, the Corporate Governance Statement will be available for review on the Company’s website (www.qur.com.au), and will be lodged with ASX at the same time that this Annual Report is lodged with ASX.

2.

Substantial Shareholders

As at the Reporting Date, the substantial holders of Quantum shares are: Mr Itzchak Benedikt & Mrs Rozette Benedikt , Cooper Corporate and Consulting Pty Ltd, Avrohom Kimelman, Celtic Capital & Professional Payment Services, Australian Trade Access.

3. Securities on Issue and Number of Holders

As at the Reporting Date, there are 144,139,826 fully paid ordinary shares on issue in the Company. There are no other classes of equity securities on issue in the Company.

The number of holders of fully paid ordinary shares in the Company is 2,245.

4.

Voting Rights

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.

5.

Distribution of Holders

The distribution of holders of fully paid ordinary shares is as follows:

Category		Shares	%	Number of Shareholders	%
Holdingbetween	1-1,000 Shares	216,453	0.15	1,377	61.34
Holdingbetween	1,001 - 5,000 Shares	787,252	0.55	322	14.34
Holdingbetween	5,001 – 10,000 Shares	981,528	0.68	135	6.01
Holdingbetween	10,001-100,000 Shares	9,952,317	6.90	294	13.10
Holdingmore than	100,001 Shares	132,202,276	91.72	117	5.21

6. Unmarketable Parcels

The number of holders with less than a marketable parcel of fully paid ordinary shares is 2,194.

7. Twenty Largest Shareholders

The top 20 shareholders are as follows:

Rank	Name	Number of Fully Paid Ordinary Shares held	Percentage interest (%)
1	MR ITZCHAK BENEDIKT & MRS ROZETTE BENEDIKT CARMEL P/L S/F A/C>	7,899,408	5.48
2	COOPER CORPORATE AND CONSULTING PTY LTD	7,692,308	5.34
3	CELTIC CAPITAL PTY LTD	7,000,000	4.86
4	MR NACHUM LABKOWSKI	6,279,037	4.36
5	MR JASON PETERSON & MRS LISA PETERSON S/F A/C>	5,769,231	4.00
6	KUSHKUSH INVESTMENTS PTY LTD <ALEXANDRA	5,000,000	3.47

40 | P a g e

Quantum Resources Limited

Australian Securities Exchange Information

	DISCRETIONARY A/C>
7	MS NADA SAADE	4,010,789	2.78
8	ADVENT MANAGEMENT PTY LTD	3,846,154	2.67
8	1215 CAPITAL PTY LTD	3,846,154	2.67
9	VERMAR PTY LTD	3,461,538	2.40
9	LETTERED MANAGEMENT PTY LTD BALMORAL FAMILY	3,461,538	2.40
10	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	3,029,923	2.10
11	MR EMANUEL MAX GREEN & MRS SHARON GREEN GREEN SUPER FUND A/C>	2,999,385	2.08
12	AUSTRALIAN TRADE ACCESS PTY LTD ATA SUPERANNUATION FUND A/C	2,958,580	2.05
12	AUSTRALIAN TRADE ACCESS PTY LTD ATA SUPERANNUATION FUND	2,958,580	2.05
12	AUSTRALIAN TRADE ACCESS PTY LTD	2,958,580	2.05
12	AUSTRALIAN TRADE ACCESS PTY LTD	2,958,580	2.05
13	GLENROYALE PTY LTD	2,366,864	1.64
14	POLARITY B PTY LTD	1,923,077	1.33
14	MR BIN LIU	1,923,077	1.33
15	MR JODET DURAK	1,846,154	1.28
16	CAP HOLDINGS PTY LTD	1,692,308	1.17
16	KARMA SIKKIM PTY LTD	1,692,308	1.17
17	KUSHKUSH INVESTMENTS PTY LTD DISCRETIONARY A/C>	1,662,723	1.15
18	BULINE PTY LTD	1,646,154	1.14
19	ATTADALE HOLDINGS PTY LTD	1,562,130	1.08
20	LAUNCHPAD(AUST)PTY LTD	1,538,462	1.07
20	ROCKET SCIENCE ENTERPRISES PTY LTD	1,538,462	1.07
20	ADVANCE PUBLICITY PTY LTD	1,538,462	1.07

8. On-Market Buy-Back

The Company is not currently conducting an on-market buy-back

9. Item 7, Section 611 Issues of Securities

There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act 2001 (Cth) which have not yet been completed.

10. On-Market Purchase of Securities under Employee Incentive Scheme

No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive scheme; or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive scheme.

41 | P a g e

Quantum Resources Limited Corporate Directory

CORPORATE DIRECTORY

Directors Mordechai Gutnick Ari Herzsberg Eliahu Bernstein

Company Secretary Alyn Tai

Registered Office and Domicile Level 1 61 Spring Street Melbourne Victoria 3000 Australia Telephone: +61 3 9286 7500 Facsimile: +61 3 9662 1472 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 1, 333 Collins Street Melbourne Victoria 3000 Australia Telephone: 1300 554 474 or +61 3 9615 9800 Facsimile: +61 2 9287 0303 Email: registrars@linkmarketservices.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

42 | P a g e