SWAN GOLD MINING LIMITED (ADMINISTRATOR APPOINTED) (previously named Monarch Gold Mining Company Limited) ABN 69 100 038 266

FINANCIAL REPORT

FOR THE YEAR ENDED 30 JUNE 2009

SWAN GOLD MINING LIMITED

ABN 69 100 038 266

CORPORATE DIRECTORY

BOARD OF DIRECTORS

Martin Depisch Non-Executive Chairman Damian Delaney Non Executive Director Peter Farris Non Executive Director Michael Fotios Non Executive Director Gerhard Kornfeld Non Executive Director Thomas Styblo Non Executive Director

COMPANY SECRETARY

Ildiko Wowesny

REGISTERED OFFICE

First Floor 143 Hay Street Subiaco WA 6008

Telephone: (618) 6389 7500 Facsimile: (618) 6389 7510 [email protected] Web-site: www.swangoldmining.com.au

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2, 45 St. George’s Terrace Perth WA 6000

Directors’ report...................................................2 Auditor’s independence declaration...................19 Consolidated income statement..........................20 Consolidated balance sheet.................................21 Statement of changes in equity...........................22 Statement of cash flows......................................24 Notes to the financial statements........................25 Directors’ declaration.........................................73 Independent auditor’s report...............................74 Corporate Governance Statement.......................76 Tenement Schedule.............................................81 Additional ASX information..............................89

Telephone: (61-8) 9323 2000 Facsimile: (61-8) 9323 2033 E-mail: [email protected] Web-site: www.computershare.com.au

ADMINISTRATORS

Mr Bryan Hughes and Mr Christopher Munday 1/914 Hay Street Perth WA 6000

AUDITORS

Ernst & Young

SOLICITORS

Steinepreis Paganin

BANKERS

National Australia Bank Limited

STOCK EXCHANGE LISTING

Shares in Swan Gold Mining Limited are listed on the Australian Stock Exchange under the trading code SWA.

This financial report covers both the separate financial statements of Swan Gold Mining Limited (as an individual entity and the consolidated financial statements for the consolidated entity, consisting of Swan Gold Mining Limited and its subsidiaries.

The annual financial report is presented in Australian dollars.

Swan Gold Mining Limited is a company limited by shares, incorporated and domiciled in Australia.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

The directors of Swan Gold Mining Limited (previously named Monarch Gold Mining Company Limited) (“Swan Gold”, “the Company” or “parent entity”) present their report on the results and state of affairs of the parent entity and the consolidated entity as at and for the financial year ended 30 June 2009.

DIRECTORS

The names of the directors of Swan Gold in office during the course of the financial year and up to the date of this report are as follows:

Martin Depisch (appointed 25 July 2012) Damian Paul Delaney (appointed 25 July 2012) Gerhard Kornfeld (appointed 25 July 2012) Michael Fotios (appointed 14 September 2012) Peter Farris (appointed 14 September 2012) Thomas Styblo (appointed 14 September 2012) Keith John Vuleta (resigned 25 July 2012) Allan Richard Brown (appointed 26 February 2010, resigned 25 July 2012) Ian Leslie Price (appointed 26 February 2010, resigned 25 July 2012) Bruce Dennis Maluish (appointed 26 February 2010, resigned 17 June 2010) John Leslie Baxter (appointed 26 February 2010, resigned 17 June 2010) Michael Laurence Kiernan (resigned 28 June 2010) Marty Adams (appointed 23 July 2010, resigned 11 September 2010) Ian David Huitson (resigned 30 January 2009) John Maxwell Davis (resigned 1 August 2008) Phillip Peter Botsis (resigned 14 July 2008) David James Humann (resigned 11 July 2008)

Unless otherwise indicated, all directors held their position as a director throughout the entire financial year and up to the date of this report.

PRINCIPAL ACTIVITIES

The principal activity of Swan Gold and the consolidated entity (which includes the controlled entities of Swan Gold) during the financial year was gold production, mineral exploration and evaluation, notwithstanding the appointment by the directors of a Voluntary Administrator on 10 July 2008. There was no significant change in the nature of this activity during the year.

RESULTS OF OPERATIONS

The net loss of the consolidated entity after impairments and income tax was $11,811,000 (2008: loss $87,277,000).

OPERATING AND FINANCIAL REVIEW

During the financial year the consolidated entity continued its gold production and mineral exploration and evaluation activities on its portfolio of gold mining tenements located within Western Australia until the directors appointed a Voluntary Administrator on 10 July 2008. Refer to Significant Changes below and immediately thereafter for details of Significant Events After The Balance Date.

The basic and diluted loss per share for the consolidated entity for the year was 5.94 cents per share (2008: loss of 53.48 cents per share). Since the Company’s incorporation in 2002 and since its listing in October 2002, the Company’s financial performance and result has been, and will continue to be, attributable to its ongoing exploration, evaluation and development activities on its tenement holdings.

At the date of this report the Company has 743,487,661 ordinary shares on issue and 115,000,000 unlisted options outstanding over 115,000,000 ordinary shares.

DIVIDENDS

No amounts were paid by way of dividend since the end of the previous financial year. The directors do not recommend the payment of a dividend.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

LIKELY DEVELOPMENTS

During the course of the financial year ended 30 June 2010, the consolidated entity remained in administration up to 26 February 2010, at which time the company was recapitalised under the Recapitalisation Deed with Stirling Resources Ltd (“Stirling”). From that date the administrator retired and the new board of directors took control of the company.

During the course of the financial year ended 30 June 2011, the consolidated entity held the Carnegie and Mt Ida gold projects in care and maintenance with funds provided mainly by Stirling Resources Ltd.

On 18 August 2011, Swan Gold (“Swan” or “the Vendor”) executed a conditional agreement with global commodity company DCM DECOmetal GmbH (“DCM” or “the Purchaser”) to acquire Swan’s subsidiaries that own the Carnegie and Mt Ida gold projects.

The main conditions of the agreement which is subject to shareholder and regulatory approval, as necessary, will see:

DCM acquire the debt and associated rights of the Mt Ida Trust for $1,000,000;
DCM pay a total amount of $10,000,000 to the Group Trust with $1,000,000 payable upon signing of the agreement and $9,000,000 payable within 6 months;
Under separate arrangement DCM acquire the debt and associated rights of the Territory Trust of $6,700,000;
All debts due by Swan to the Mt Ida Trust, Group Trust, Territory Trust and Stirling Resources Ltd be extinguished at settlement;
Amount to be paid to Swan of $5,000,000 at settlement;
All shareholdings held by Stirling, Territory Resources Limited and DCM in Swan be cancelled at settlement;
DCM fund the ongoing operations of Swan until the transaction is completed; and
Settlement due on or before 31 March 2012. Whilst this date has passed, the Share Sale Agreement remains in force and DCM have confirmed in writing that it will continue basic operational funding of Swan in accordance with the agreement.

The agreement is not binding until the following conditions are met:

(a) the Financial Investment Review Board (FIRB) Condition has been satisfied;
(b) the Vendor procuring all necessary third party consents to the Transaction (if any) and providing the Purchaser with a copy of such consents;
(c) the Vendor obtaining all necessary shareholder approvals required by the Corporations Act and the Listing Rules in relation to the Transaction;
(d) the Vendor obtaining the approval (by way of a deed or otherwise) of MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(e) completion of the assignment of the Mt Ida Debt and Mt Ida Securities from MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(f) an agreement is executed between the Purchaser and Territory Resources Limited, in its capacity as beneficiary under the Territory Trust pursuant to which the Territory Resources Limited will assign to the Purchaser and the Purchaser will take an assignment of all Territory Resources Limited’s rights and interests as beneficiary under the Territory Trust;
(g) an agreement is executed between Stirling and the Vendor pursuant to which Stirling agrees to cancel the Stirling Debt, for no consideration, upon Settlement occurring; and
(h) each of Territory, Stirling and the Purchaser (and each of their Related Bodies Corporate) agreeing to cancel all of their shares held in Swan, subject to Settlement occurring.

On 3 May 2012, the Company announced to the ASX, that following extensive negotiations, a binding Terms Sheet, and subsequently a Restructure Deed, had been entered into by the Company, DCM DECOmetal GmbH (DCM) and Investmet Limited and/or its nominees (“Investmet”), with the execution of a formal agreement, being the Restructure Deed, on 16 May 2012 (“the Investmet transaction”).

Investmet has advised it intends to recapitalize Swan and provide sufficient funding to complete a review into recommencement of operations at the Carnegie and Mt Ida gold projects, including amongst other items thorough geological and economic reviews of resources, project data, exploration activities as required, and mine planning.

Investmet will also work with the current board of Swan towards finalizing the application for re-listing of the shares of SWA (SWA shares) on the ASX (subject to ASX approval) as soon as possible after completion.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

LIKELY DEVELOPMENTS (continued)

The main terms and conditions of the Restructure Deed are as follows:

Swan will conduct a share placement to sophisticated investors to raise working capital of a minimum of $7,500,000 by the issue of new ordinary shares at $0.02 effective on completion of the transaction (Completion). The issue will be fully underwritten by Investmet on terms reasonably satisfactory to Investmet and the Company;
DCM will transfer 39,849,657 Swan shares to Investmet in consideration for a cash payment by Investmet to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust;
The Group Trustee will transfer 134,483,578 Swan shares to Investmet as consideration for the payment by Investmet to the Group Trust of $10,000,000; the payment will also extinguish all claims by the Group Trust under the recapitalization deed;
Investmet will pay $144,240 to the Trustee of the Group Trust on behalf of Swan to repay the loan made by the Trustee to Swan. Swan agrees to repay Investmet on interest free terms $144,240 within two business days of a written demand by Investmet.
Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security to be granted by Swan as required to Investmet;
DCM to fund ongoing operations of Swan until Completion; and
The Conditions of the Restructure Deed are to be satisfied or waived on or before 31 October 2012, with the exception of shareholder and regulatory approvals, and Loan Syndicate Arrangements which are to be finalised by 31 December 2012. Beyond these dates an alternative restructure or extension period are to be negotiated in good faith, but should no agreement be made within 5 Business Days then either party may terminate the Deed without incurring any liability.

The Conditions for Completion to occur includes amongst other items:

Agreement on documentation relating to Investmet’s funding arrangements;
The share sale agreement between Swan and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party;
The Recapitalisation Deed between Swan, Stirling Resources Ltd and others dated 21 June 2009 (as amended) being terminated on Completion with no further liability for Swan;
Any plaint proceedings relating to the tenements of Swan and its subsidiaries are to be discontinued or withdrawn on terms satisfactory to Investmet by 31 October 2012. Investmet may immediately terminate if it considers that the plaint condition will, or may, not be satisfied by 31 October 2012; and
All necessary shareholder, third party or regulatory approvals.

This transaction is also conditional on the completion of inter-related transactions between Investmet, DCM and each of Stirling Resources Limited and Redbank Copper Limited, the terms of which have been finalised but not released.

Investmet and DCM intend to establish syndicated loan arrangements with Swan, to include the new security charges to regulate secured debt over Swan incorporating a two year moratorium on principal repayments and at the end of the two year moratorium Swan may elect to repay the debt or require conversion at a price to be agreed between the parties.

Investmet will also work with the current board of Swan towards finalizing the application for re-listing of the shares of Swan on the Australian Stock Exchange (ASX) (subject to ASX approval) as soon as possible after completion.

In the opinion of the directors there is no additional information available as at the date of this report on any likely developments which may materially affect the operations of the consolidated entity and the expected results of those operations in subsequent years.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

OPTIONS GRANTED OVER UNISSUED SHARES

At the date of this report, 115,000,000 ordinary fully paid shares which are subject to options were unissued. The terms of these options are as follows:

Options granted over fully paid shares exercisable: - exercisable at $0.05 each on or before 26 February 2013	Number 115,000,000
	115,000,000

Details of options issued and exercised during the financial year are contained in Note 17 and Note 18 to the financial report.

No person entitled to exercise the options has any right by virtue of the option to participate in any share issue of any other corporation.

During the financial year, employees and executives did not exercise any options to acquire fully paid ordinary shares.

SIGNIFICANT CHANGES

Significant changes in the state of affairs of the consolidated entity during the financial year were as follows:

(a) On 27 June 2008, Territory Resources Ltd appointed Ferrier Hodgson as Receivers and Managers, pursuant to a registered charge in respect of Swan Gold Mining Limited (“Swan Gold”) over Minjar Gold Pty Ltd (“Minjar”) assets.

Concerns regarding the validity of this appointment, due to the nature of the security, have been raised.

(b) As a result of the appointment of the Receivers and Managers, on 10 July 2008, the Board of Directors appointed Mr Bryan Hughes and Mr Christopher Munday as Joint and Several Administrators of Swan Gold and its eleven subsidiaries (the “Group”).

At the time of appointment, Davyhurst and Minjar were under care and maintenance programs, while production remained ongoing at Mt Ida.

(c) On the date of appointment of the Administrator, 10 July 2008, a termination clause with the Group’s energy supplier (Synergy) was triggered for the amount of $1,236,460. The administrators permitted Synergy to call on a performance bond from the company’s insurer, QBE Insurance, for the amount of $400,000 to extinguish, in part, Synergy’s trade account. Both Synergy and QBE Insurance subsequently submitted a proof of debt claim for their respective outstanding amounts.

(d) Deeds of Company Arrangement, whereby Mr Bryan Hughes and Mr Christopher Munday were appointed as Deed Administrators, were executed by the each member of the Group on 5 September 2008.

On 19 December 2008, Mt Magnet Gold Pty Ltd was placed into Liquidation, pursuant to a resolution of the companies’ creditors, whereby Mr Bryan Hughes and Mr Christopher Munday were appointed as Joint and Several Liquidators.

(e) The Minjar Gold Pty Ltd Share Sale Agreement was formally completed on 25 March 2009, thereby effecting the formal retirement of Mr Bryan Hughes as Deed Administrator and transferring trading control to the new Board of Directors. As a result of the Share Sale completion, the Minjar Gold Creditors Trust was established to receive and distribute the proceeds of the Share Sale Agreement.

(f) A meeting of the creditors of the Group was held on 30 June 2009 to vote on the Recapitalisation proposal. On this date, the Recapitalisation Deed was executed between the Group, the Deed Administrator, Stirling Resources Limited and Stirling Gold Pty Ltd. The Recapitalisation Deed was subject to shareholder approval, that was obtained on 10 September 2009.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

A meeting of the shareholders of the Company was held on 10 September 2009 to vote on the issue of shares and charges and change of Company name contemplated in the Recapitalisation Deed. Shareholders approved all resolutions.

On 26 February 2010, the Recapitalisation Deed was formally completed, thereby effecting the retirement of Mr Bryan Hughes as Deed Administrator and transferring control of the Group to the new Board of Directors

Effective on this date Monarch Group Mining Company Ltd was re-named “Swan Gold Mining Limited” and Davyhurst Gold Pty Ltd was re-named “Carnegie Gold Pty Ltd.”

At this time, the Receivers and Managers representing Territory retired and Territory’s charge was accordingly released. Also at this time, charges were granted in favour of the Trusts governing the Group assets in order to secure the instalments due, pursuant to the Recapitalisation Deed.

The main conditions of the agreement which is subject to shareholder and regulatory approval, as necessary, will see:

DCM acquire the debt and associated rights of the Mt Ida Trust for $1,000,000;
DCM pay a total amount of $10,000,000 to the Group Trust with $1,000,000 payable upon signing of the agreement and $9,000,000 payable within 6 months;
Under separate arrangement DCM acquire the debt and associated rights of the Territory Trust of $6,700,000;
All debts due by Swan to the Mt Ida Trust, Group Trust, Territory Trust and Stirling Resources Ltd be extinguished by DCM at settlement;
Amounts to be paid to Swan of $5,000,000 at settlement;
All shareholdings held by Stirling, Territory Resources Limited and DCM in Swan be cancelled at settlement;
DCM fund the ongoing operations of Swan until the transaction is completed; and
Settlement due on or before 31 March 2012. Whilst this date has passed, the Share Sale Agreement remains in force and DCM have confirmed in writing that it will continue basic operational funding of Swan in accordance with the agreement.

The agreement does not become binding until the following conditions precedent are met:

(a) the Financial Investment Review Board (FIRB) Condition has been satisfied;
(b) the Vendor procuring all necessary third party consents to the Transaction (if any) and providing the Purchaser with a copy of such consents;
(c) the Vendor obtaining all necessary shareholder approvals required by the Corporations Act and the Listing Rules in relation to the Transaction;
(d) the Vendor obtaining the approval (by way of a deed or otherwise) of MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(e) completion of the assignment of the Mt Ida Debt and Mt Ida Securities from MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(f) an agreement is executed between the Purchaser and Territory Resources Limited, in its capacity as beneficiary under the Territory Trust pursuant to which the Territory Resources Limited will assign to the Purchaser and the Purchaser will take an assignment of all Territory Resources Limited’s rights and interests as beneficiary under the Territory Trust;
(g) an agreement is executed between Stirling and the Vendor pursuant to which Stirling agrees to cancel the Stirling Debt, for no consideration, upon Settlement occurring; and
(h) each of Territory, Stirling and the Purchaser (and each of their Related Bodies Corporate) agreeing to cancel all of their shares held in Swan, subject to Settlement occurring.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (continued)

Investmet will also work with the current board of Swan towards finalizing the application for re-listing of the shares of Swan (Swan shares) on the Australian Stock Exchange (ASX) (subject to ASX approval) as soon as possible after completion.

The main terms and conditions of the Restructure Deed are as follows:

Swan will conduct a share placement to sophisticated investors to raise working capital of a minimum of $7,500,000 by the issue of new ordinary shares at $0.02 effective on completion of the transaction (Completion). The issue will be fully underwritten by Investmet on terms reasonably satisfactory to Investmet and the Company;
DCM will transfer 39,849,657 Swan shares to Investment in consideration for a cash payment by Investmet to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust;
The Group Trustee will transfer 134,483,578 Swan shares to Investmet as consideration for the payment by Investmet to the Group Trust of $10,000,000; the payment will also extinguish all claims by the Group Trust under the recapitalization deed;
Investmet will pay $144,240 to the Trustee of the Group Trust on behalf of Swan to repay the loan made by the Trustee to Swan. Swan agrees to repay Investmet on interest free terms $144,240 within two business days of a written demand by Investmet.
Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security is to be granted by Swan as required to Investmet;
DCM to fund ongoing operations of Swan until Completion; and
The Conditions of the Restructure Deed are to be satisfied or waived on or before 31 October 2012, with the exception of shareholder and regulatory approvals, and Loan Syndicate Arrangements which are to be finalised by 31 December 2012. Beyond these dates an alternative restructure or extension period are to be negotiated in good faith, but should no agreement be made within 5 Business Days then either party may terminate the Deed without incurring any liability.

The Conditions for Completion to occur includes amongst other items:

Agreement on documentation relating to Investmet’s funding arrangements;
The share sale agreement between Swan and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party;
The Recapitalisation Deed between Swan, Stirling Resources Ltd and others dated 21 June 2009 (as amended) being terminated on Completion with no further liability for Swan;
Any plaint proceedings relating to the tenements of Swan and its subsidiaries are to be discontinued or withdrawn on terms satisfactory to Investmet by 31 October 2012. Investmet may immediately terminate if it considers that the plaint condition will, or may, not be satisfied by 31 October 2012; and
All necessary shareholder, third party or regulatory approvals;

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (continued)

Subsequent to period end a number of the Group’s tenements were subject to plaint proceedings due to the Group not meeting its minimum expenditure requirements on the tenements. The majority of the plaints have now been settled by the Company. The ability of the Group to maintain tenure to its tenements is dependent upon it continuing to meet the minimum expenditures on the tenements or obtaining exemptions for tenements in which the minimum expenditures have not been met.

INFORMATION ON DIRECTORS

INFORMATION	ON DIRECTORS
Director	Qualifications, experience and special responsibilities
Martin Depisch	Masters Degree in Economics and Social Sciences (Mag.rer.soc.oec)
Non-Executive	A director since July 2012, Mr Depisch is an Austrian national who completed his Master in
Chairman	Business Administration with emphasis on Finance at Karl-Franzens University in Graz Austria. Mr
	Depisch has over 15 years experience in financing and project management in the mining sector.
	Other current directorships: Redbank Copper Limited (from November 2011) and Stirling
	Resources Limited (from November 2011).
	Mr Depisch has not held directorships in any other listed companies in the last three years.
Damian Delaney	CA
Non-Executive	A director since July 2012, Mr Delaney is a chartered accountant with many years’ experience
Director	working with international listed companies. He has been involved in numerous capital raisings for
	the junior resource sector and brings significant experience in capital markets for the SME sector.
	Other current directorships: Redbank Copper Limited (from July 2012) and Stirling Resources
	Limited (from July 2012).
	Former directorships in the last three years: Nimrodel Resources Ltd.
Peter Farris	Diploma Business Tech, Diploma Business RMIT, MAICD
Non-Executive	A director since September 2012, Mr Farris is a well respected and highly credentialed businessman
Director	in the Perth real estate industry and corporate advisory services. He has managed and developed
	major real estate companies with turnovers in excess of $200 million and has extensive experience in
	company management.
	Other current directorships: Northern Star Resources Limited (April 2009), Redbank Copper
	Limited (from September 2012) and Stirling Resources Limited (from September 2012).
	Mr Farris has not held directorships in any other listed companies in the last three years.
Michael Fotios	BSc (Hons) MAusIMM
Non-Executive	A director since September 2012, Mr Fotios is a Geologist specialising in Economic Geology with 27
Director	years extensive experience in exploration throughout Australia for gold, base metals, tantalum, tin
	and nickel and taking projects from exploration to feasibility. He previously held positions with
	Homestake Australia Limited and Sons of Gwalia Limited. He was Managing Director and a
	Director with Tantalum Australia NL (now ABM Resources Ltd) from September 1999 to October
	2005. His last position was as Managing Director of Galaxy Resources Limited. Michael Fotios is
	founder and current Executive Chairman of Investmet and regarded as having control of Investmet
	for the purposes of the Corporations Act.
	Other current directorships: Northern Star Resources Limited (from September 2009), Pegasus
	Metals Limited (from December 2009), Horseshoe Metals Limited (from May 2012), General
	Mining Corporation Limited (from June 2012), Redbank Copper Limited (from September 2012)
	and Stirling Resources Limited (from September 2012).

Former directorships in the last three years: Galaxy Resources Limited.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

GerhardKornfeld	PhD in Economicand SocialSciences (Dr.rer. soc. oec)
Non-Executive	A director since July 2012, Dr Kornfeld is an Austrian national who completed his PhD at the
Director	University of Economics in Vienna and has been involved in various executive positions throughout
	Europe. Before joining DCM as CEO in May 2012, he had been acting as CEO of VA TECH EZ,
	based in Prague and CEO of Mondi Russia, based in Syktyvkar.
	Other current directorships: Australian Zircon NL, Stirling Resources Limited (from September
	2012) and Redbank Copper Limited (from September 2012).
	Mr Kornfeld has not held directorships in any other listed companies in the last three years.
Thomas Styblo	L.L.M. Mag.rer.soc.oec
Non-Executive	Mr Styblo is Director of Finance with DCM DECOmetal GmbH. He is an Executive Master of
Director	Laws (L.L.M) and holds a Masters Degree in Economics and Social Science (Mag.rer.soc.oec).
	Other current directorships: Australian Zircon NL (from February 2012), Redbank Copper Limited
	(from April 2012) and Stirling Resources Limited (from April 2012).
	Mr Styblo has not held directorships in any other listed companies in the last three years.
Ian Price	B. Eng., FAusIMM
Non-Executive	A director since February 2010. Mr Price is a mining engineer with more than 30 years experience
Director	in mine operations, public company management and consulting. He has been involved in all
	aspects of mining from exploration, feasibility studies, permitting, project development and
	construction through to operations, corporate management and project financing. He also has
	experience in base metals, gold and coal mining and processing and has a strong background in
	underground mining working throughout Australasia and Asia.
	Other current directorships: Anchor Resources Limited.
	Former directorships in the last three years: Redbank Copper Limited.
Bruce Maluish	B.AppSc. (Surv), Dip Met. Mining
Managing Director	Mr Maluish was appointed Managing Director in February 2010 and resigned in June 2010. Mr
	Maluish has more than 30 years’ experience in the management and development of mining
	operations. He has previously been the Operations and General Manager with various public
	companies in Australia including formative years of the very successful companies, Hill 50 Ltd and
	Abelle Ltd. Previously held management roles at Mount Fisher Gold Mines, Darlot Gold Mine,
	Mount Burgess Gold Mining, Mount Monger Gold and Sundowner Minerals.
	Other current directorships: Ventnor Resources Limited.
	Former directorships in the last three years: Matilda Zircon Limited, Matilda Minerals Limited.
John Baxter	B Sc, M Sc, MAIG, MSEG, MGSA
Non-Executive	A director since February 2010, resigning in June 2010. Mr Baxter has more than 40 years
Director	experience in mineral industry including 15 years with the Geological Survey of Western Australia
	and 20 years as a consulting geologist specializing in structural and depositional controls on ore
	deposits, including tectonic evolution of stratigraphically hosted mineralization and the implications
	for resource estimation.
	Other current directorships: Nil

Former directorships in the last three years: Matilda Zircon Limited.

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

Michael Kiernan Non-Executive Chairman

B.Bus., FAICD

A director since March 2002 and Chairman since November 2005, Mr Kiernan resigned in June 2010. Mr Kiernan has more than 35 years experience in transport, mining, contracting and resources industries, including the development and operation of mining projects in iron ore, manganese, chromite, nickel, copper, coal, gold and mineral sands. He has a track record in management and leadership of resources based projects having held executive positions with Australia’s major mining and transport contractors. He was founding Managing Director of the diversified minerals producer Consolidated Minerals Limited.

Other current directorships: Nil

Former directorships in the last 3 years: Territory Resources Limited (February 2007 to June 2008), India Resources Limited (August 2006 to June 2008), Mineral Resources Limited (July 2006 to May 2008), Precious Metals Australia Limited (August 2006 to February 2008), Matilda Minerals Limited (December 2006 to June 2008), Peel Exploration Limited (March 2007 to February 2008), Uran Limited (May 2006 to June 2007), Croesus Mining NL (November 2005 to July 2007), Australian Zircon NL (May 2006 to April 2007 and February 2009 to March 2010), Redbank Mines Limited (December 2008 to June 2010), Matilda Zircon Limited (July 2009 to June 2010) and Stirling Resources Limited (October 2008 to June 2010).

Marty Adams B.Eng (Mining) Non-Executive Mr. Adams has 30 years’ experience in the Australian mining industry. He has held a range of Director operational and senior management positions in open pit and underground operations.

Other current directorships: Australian Zircon NL.

Former directorships in the last 3 years: Redbank Copper Limited (July to September 2010), Stirling Resources Limited (July to November 2010) and Matilda Zircon Limited (July to November 2010).

John Davis Assoc. Applied Geology, MAusIMM, MAIG

Technical Director A director from August 2005 and Technical Director since July 2006 who resigned on 1 August 2008. Mr Davis is a qualified geologist with over 30 years industry experience. He has held senior positions with mining companies in Australia and Southern Africa, including as the founding Managing Director of Pilbara Mines Limited (now Jabiru Metals Limited). Mr Davis played a key role in the discovery and delineation of Jabiru’s Jaguar base metal deposit.

Mr Davis has not held directorships in any other listed companies in the last three years.

Ian Huitson B.Eng (Mining), FAusIMM

Operations Mr Huitson was appointed as Operations Director in May 2007 and resigned 20 January 2009. Mr Director Huitson has 23 years experience in the gold, nickel, manganese and chromite mining industries. He was principal and co-founder of Mining Solutions Pty Ltd and former Technical Services Manager of Consolidated Minerals Limited.

Mr Huitson has not held directorships in any other listed companies in the last three years.

10 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

David Humann FCA, FCPA, FAICD

A director since February 2007 who resigned on 11 July 2008. Mr Humann is a Fellow of the Institute of Chartered Accountants and a Fellow of the Institute of Certified Practising Accountants. He joined PricewaterhouseCoopers (formerly Price Waterhouse) from college, and his career with Price Waterhouse included roles in Perth, Sydney, Jakarta, Hong Kong, Baltimore, New York and London. He was a member of the Price Waterhouse World Board of Directors and its World Management Committee. He was also Managing Partner Asia Pacific Region based in Hong Kong and a member of the Policy Committee of the Australasian firm.

Mr Humann holds non-executive directorships with Matrix Metals Limited (since March 2000), Mincor Resources Limited (since September 1999), Safe Effect Technologies Limited (since August 2006) and India Resources Limited (since July 2010).

Former directorships in the last three years: Macmahon Holdings Ltd (2000 to 2006) and Tethyan Copper Co Limited (2003 to 2006).

Philip Botsis FAICD, F.Fin. Non-Executive A director since February 2003 who resigned on 14 July 2008. Mr Botsis has over 29 years Director experience in finance and investment.

Former directorships in the last 3 years: Mount Magnet South NL (2006 to 2008).

Interests in the shares and options of Swan Gold

Details of directors’ interests in the securities of Swan Gold as at the date of this report are as follows:

Director	Fully paid shares	Unlisted options
M Depisch	-	-
D Delaney	-	-
P Farris	-	-
M Fotios	-	-
G Kornfeld	-	-
T Styblo	-	-

COMPANY SECRETARIES

Ildiko Wowesny B.Bus.

Company Secretary since 26 February 2010. Ms Wowesny is a qualified Accountant with experience in company secretarial roles together with corporate management, accounting and financial areas. She has served as Company Secretary for ASX listed resource companies for some considerable time together with 5 years at Deloitte Touche Tohmatsu and also a period in the United Kingdom with resource groups.

Keith J Vuleta B.Bus (Acc & Com Law), CA, MAICD

Mr Vuleta was appointed Company Secretary on 27 October 2006 and resigned on 25 January 2008. He was subsequently reappointed on 26 June 2008 and resigned on 26 February 2010. Mr Vuleta has been a Chartered Accountant for more than 20 years, having trained with Ernst & Young. He has held positions as Finance Director, Chief Financial Officer and Company Secretary for public companies in the mining, engineering and financial services industries.

MEETINGS OF DIRECTORS

There were no meetings of Directors (including meetings of committees of directors) of Swan Gold held during the year ended 30 June 2009 after the appointment of the Administrator on 10 July 2008. The number of meetings attended by each director was as follows:

11 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

	Board		Remuneration	Remuneration
	No. held whilst	No.	No. held whilst	No.
	in office	attended	in office	attended
M Kiernan	1	1	-	-
K Vuleta	1	1	-	-
J Davis	1	1	-	-
I Huitson	1	1	-	-
P Botsis	1	1	-	-
D Humann	1	1	-	-

Committee Membership

Members acting on the committees of the board during the year:

Audit Committee Remuneration Committee David Humann (Chairman) (resigned 11 July 2008) Philip Botsis (Chairman) (resigned 14 July 2008) Philip Botsis (resigned 14 July 2008) Michael Kiernan

REMUNERATION REPORT (audited)

This Remuneration Report outlines the director and executive remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the company and the group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes the five executives in the parent and the group receiving the highest remuneration.

Details of key management personnel during the year:

*Executive Directors*
J Davis	Technical Director (resigned 1 August 2008)
I Huitson	Operations Director (resigned 30 January 2009)
*Non-executive directors*
M Kiernan
K Vuleta
P Botsis	(resigned 14 July 2008)
D Humann	(resigned 11 July 2008)
*External Administrators*
B Hughes	Appointed Administrator on 10 July 2008, appointed Deed Administrator on
	5 September 2008, retired on 26 February 2010.
C Munday	Appointed Administrator on 10 July 2008, appointed Deed Administrator on
	5 September 2008, retired on 30 January 2009.

12 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Principles used to determine the nature and amount of remuneration

Directors and executives remuneration

Overall remuneration policies are determined by the Board of Directors and are adapted to reflect competitive market and business conditions. Within this framework, the remuneration committee considers remuneration policies and practices generally, and determines specific remuneration packages and other terms of employment for executive directors and senior management. Executives may be provided with longer-term incentives through participation in option schemes, which serve to align the interests of the executives with those of shareholders. Executive remuneration and other terms of employment are reviewed annually by the remuneration committee having regard to performance, relevant comparative information and expert advice.

Swan Gold’s remuneration policy for executive directors and senior management is designed to promote superior performance and long term commitment to Swan Gold. Remuneration packages are set at levels that are intended to attract and retain executives capable of managing Swan Gold’s operations. Executive directors receive a base remuneration which is market related, together with an element of performance based remuneration. During the year, the Company went into voluntary administration and did not operate in the normal course of business that could be measured as financial performance. The Company considers it inappropriate at this stage for performance considerations within its remuneration policies and at such time as the company’s performance is able to be consistently measured the board will review these policies.

Swan Gold’s remuneration policies are designed to align executive’s remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of Swan Gold. The main principles of the policy are:

reward reflects the competitive market in which Swan Gold operates;
individual reward should be linked to performance criteria; and
executives should be rewarded for both financial and non-financial performance.

Notwithstanding the above remuneration policies, there were no proportions of any elements of remuneration that related to performance.

The structure of remuneration packages for executive directors and other senior executives comprises:

a fixed sum base salary payable monthly in cash;
short term incentives, where considered appropriate, through eligibility to participate in performance bonus plans;
long term incentives through executive directors being eligible to participate in share option schemes and share purchase plan with the prior approval of shareholders. Senior executives may also participate in employee share option schemes, with any option issues generally being made in accordance with thresholds set in plans approved by shareholders; and
other benefits, including participation in superannuation schemes.

The proportion of fixed and variable remuneration is established for each executive by the remuneration committee. The objective of any short term incentives is to link achievement of Swan Gold’s operational targets with the remuneration received by executives charged with meeting those targets. The objective of long term incentives is to reward executives in a manner which aligns this element of their remuneration with the creation of shareholder wealth. Swan Gold’s activities comprise the exploration and evaluation of mineral tenements aimed at identifying economic mineral deposits capable of development. Swan Gold’s financial performance reflects the nature of these ongoing activities.

Non-executive directors’ remuneration

In accordance with current corporate governance practices, the structure for the remuneration of non-executive directors and senior executives is separate and distinct. Shareholders approve the maximum aggregate remuneration for nonexecutive directors, with the current approved limit being $500,000. The Board determines the actual payments to directors. The Board approves any consultancy arrangements for non-executive directors who provide services outside of and in addition to their duties as non-executive directors.

Non-executive directors are entitled to statutory superannuation benefits. At this stage of Swan Gold’s development, nonexecutive directors may be entitled to participate in equity based remuneration schemes. Shareholders must approve the framework for any equity based compensation schemes and if a recommendation is made for a director to participate in an equity scheme, that participation must be specifically approved by the shareholders. All directors are entitled to have their indemnity insurance paid by Swan Gold.

The Company does not have a policy preventing executives and directors from managing their risk exposure from ownership of employee share options.

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AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Details of remuneration

The following table discloses details of the nature and amount of each element of the emoluments of each director of Swan Gold and each of the officers receiving the highest emoluments for the year ended 30 June 2009.

30 June 2009 Name	Primary (short-term)	Primary (short-term)	Primary (short-term)	Post- employment	Equity (share- based payments)
	Salary and directors fees	Consulting fees	Non- monetary benefits	Super- annuation	Options	Total
*Key management personnel* Executive directors I D Huitson (i) (vi) J M Davis (ii) Non-executive directors M L Kiernan K J Vuleta P P Botsis (iii) D J Humann (iv) External administrators C Munday & B Hughes (v) Total	$ 280,640 40,194 - 38,506 - - -	$ - - - - - - 1,816,453	$ - - - - - - -	$ 18,062 2,580 - 2,543 - - -	$ 21,267 - - - - - -	$ 319,969 42,774 - 41,049 - - 1,816,453
	359,340	1,816,453	-	23,185	21,267	2,220,245

(i) Mr Huitson resigned on 30 January 2009.

(ii) Mr Davis resigned on 1 August 2008.

(iii) Mr Botsis resigned on 14 July 2008.

(iv) Mr Humann resigned on 11 July 2008.

(v) Mr Munday retired on 30 January 2009 and Mr Hughes retired on 26 February 2010.

(vi) Remuneration as options represented 6.6% of Mr Huitson’s total remuneration.

There were no proportions of any elements of Key Management Personnel remuneration that related to performance. While the options are not specifically linked to performance criteria, the options are issued with an exercise price of an ordinary Swan Gold share at the time of issue, ensuring that executives only receive a benefit where shareholder wealth has increased. Other than directors of Swan Gold, there were no other executive officers of the consolidated entity during the year. For the prior period, the company secretary is included in the Remuneration Report as they are deemed to be an executive by virtue of being an officer of Swan Gold. The role performed by the company secretary does not meet the definition of ‘key management person’ under AASB 124, hence this officer has been excluded from the key management personnel disclosures in Note 20.

14 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

30 June 2008 Name	Primary (short-term)	Primary (short-term)	Primary (short-term)	Post- employm ent	Equity (share- based payments)		Options as % of Total
	Salary and directors fees	Consulting fees	Non- monetary benefits	Super- annuation	Options	Total
*Key management* *personnel* Executive directors K J Vuleta I D Huitson J M Davis A J Quadrio (i) M Gill (ii) Non-executive directors M L Kiernan P P Botsis D J Humann J McKee (iii) M A Etheridge (iv) D M Macoboy (v) Other executives P McCole (vi) F J Campagna (vii) Total	$ 224,297 344,037 344,036 142,017 146,708 68,807 50,000 56,880 38,366 16,667 - - -	$ - - - - - - - - - - - - 57,980	$ 24,127 27,463 54,846 30,299 23,648 - - - - - - - -	$ 24,424 28,380 28,380 60,252 12,290 6,192 4,500 2,666 - 2,798 - - -	$ 208,292 206,141 72,470 - - 77,419 - 232,900 - - - - -	$ 481,140 606,021 499,732 232,568 182,646 152,418 54,500 292,446 38,366 19,465 - - 57,980	% 43.3 34.0 14.5 50.8 79.6
	1,431,815	57,980	160,383	169,882	797,222	2,617,282

(i) Mr Quadrio resigned on 25 January 2008.

(ii) Mr Gill was appointed as Managing Director on 12 November 2007 and resigned on 10 March 2008.

(iii) Mr McKee resigned on 16 November 2007.

(iv) Dr Etheridge resigned on 30 July 2007.

(v) Mr Macoboy resigned on 1 July 2007.

(vi) Mr McCole resigned on 26 June 2008.

(vii) Mr Campagna resigned on 25 January 2008.

15 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

Compensation options: granted and vested during the year (consolidated)

	Granted		Terms	and conditions	for each	grant		Vested
			Fair value	Exercise	Expiry	First	Last
			per option at	price per	date	exercise	exercise
30 June 2009	Number	Grant date	grant date	option		date	date	Number	%
			$	$
*Directors*
-	-	-	-	-	-	-	-	-		-

Compensation options: granted and vested during the year (consolidated)

	Granted		Terms	and conditions	for each	grant		Vested
			Fair value	Exercise	Expiry	First	Last
			per option at	price per	date	exercise	exercise
30 June 2008	Number	Grant date	grant date	option		date	date	Number	%
			$	$
*Directors*
D Humann	2,500,000	22.11.07	0.09	0.40	23.02.12	22.11.07	23.02.12	2,500,000	100

No shares were issued during the year as a result of the exercise of options granted as part of remuneration. There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were no forfeitures during the period.

Information on any benefits received by directors of Swan Gold by reason of a contract made by the consolidated entity with a director or a director-related entity is contained in Note 24 of the financial report.

Service agreements

The terms of employment for executive directors and specified executives were formalised in service agreements. Major provisions of the agreements relating to duration and termination are set out below.

J Davis – Technical Director

Term of agreement: three years from 22 August 2005.

Remuneration: base salary plus statutory superannuation contributions, to be reviewed annually. Equity compensation: issue of 2,100,000 options vesting in equal instalments over a period of three years.

Termination provisions: twelve months notice by either party or payment upon termination by the Company (other than for breach of employment conditions or for gross misconduct) equal to the annual salary.

I Huitson – Operations Director Term of agreement: unspecified.

Remuneration: base salary plus statutory superannuation contributions, to be reviewed annually.

Termination provisions: payment upon termination by the Company (other than for serious misconduct) three months of annual salary for inadequate performance or long term incapacity and twelve months of annual salary for redundancy or in lieu of notice.

K Vuleta

Term of agreement: unspecified.

Remuneration: base salary plus statutory superannuation contributions, to be reviewed annually.

16 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Share-based compensation

Directors, employees and consultants may be eligible to participate in equity based compensation schemes. An employee share option scheme was approved by shareholders at a general meeting held on 5 July 2006. A Share Purchase Plan was approved by shareholders at a general meeting held on 14 August 2007. The primary purposes of the schemes are to increase motivation, promote retention, and align interests with those of Swan Gold and its shareholders and to reward contribution to the growth of Swan Gold.

Company performance

The table below shows the performance of the consolidated entity as measured by its earnings per share. Swan Gold shares have been suspended from trading since Voluntary Administrators were appointed on 10 July 2008. In the past five years the consolidated entity has incurred losses and no dividends have been paid. Any improvement to earnings is viewed as a long term position that is not yet fully determinable.

Earnings/(loss) per share	30 June 2009 30 June 2008 30 June 2007 30 June 2006 30 June 2005 Cents Cents Cents Cents Cents (5.94) (53.48) (38.77) (54.60) (12.36)

End of Remuneration Report (audited)

ENVIRONMENTAL REGULATIONS

The consolidated entity is subject to significant environmental regulation in respect to its mineral exploration activities. These obligations are regulated under relevant government authorities within Australia. The consolidated entity is a party to exploration and mine development licences. Generally, these licences specify the environmental regulations applicable to exploration and mining operations in the respective jurisdictions. The consolidated entity aims to ensure that it complies with the identified regulatory requirements in each jurisdiction in which it operates.

Compliance with environmental obligations is monitored by the Board of Directors. No environmental breaches have been notified to the consolidated entity by any government agency during the year ended 30 June 2009.

NON-AUDIT SERVICES

Non-audit services provided by Ernst & Young during their period as external auditors comprise $51,317 for taxation consulting advice. Further details of remuneration of the auditors are set out at Note 21.

The board has considered the non-audit services provided during the year and is satisfied that the provision of those services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001, for the following reasons:

all non-audit services were subject to the corporate governance guidelines adopted by Swan Gold;
non-audit services have been reviewed by the audit committee to ensure that they do not impact the impartiality or objectivity of the auditor; and
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in Professional Statement F1, Professional Independence, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity, acting as an advocate for Swan Gold or jointly sharing economic risks and rewards.
17 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

AUDITOR INDEPENDENCE

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included immediately following the Directors’ Report and forms part of this Directors’ Report.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Company has entered into indemnity agreements with each of the directors and officers of the Company. Under the agreements, the Company will indemnify those officers against certain claims or for any expenses or costs which may arise as a result of work performed in their respective capacities as officers of the Company or any related entities.

The Company has taken out an insurance policy insuring Directors and Officers of the Company against any liability arising from a claim bought by a third party against the Company or its Directors or Officers, and against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as a Director or Officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company.

During the year, the Company paid premiums in respect of the above insurance policy. The contract prohibits the disclosure of the nature of the liabilities and/or the amount of the premium.

ROUNDING

The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to Swan Gold under the ASIC Class Order 98/0100 . Swan Gold is an entity to which the Class Order applies.

Signed in accordance with a resolution of the directors.

==> picture [159 x 56] intentionally omitted <==

D Delaney Director

Perth, Western Australia 19 October 2012

18 -

==> picture [102 x 62] intentionally omitted <==

Auditor's Independence Declaration to the Directors of Swan Gold Mining Limited

In relation to our audit of the financial report of Swan Gold Mining Limited for the financial year ended 30 June 2009, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

==> picture [160 x 46] intentionally omitted <==

Ernst & Young

==> picture [171 x 49] intentionally omitted <==

G A Buckingham Partner Perth 19 October 2012

Liability limited by a scheme approved under Professional Standards Legislation

GB:KE:SWA:013

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009

CONSOLIDATED 2009 2008 $’000 $’000 4,997 26,329 554 2,512 (3,964) (11,873) - (659) (5,204) (38,706) - (1,916) - (5,906) (2,886) (4,189) - (1,314) (1,816) - (1,383) (6,742) - (1,993) - (705) - - - (27,060) - - (765) - - (7,232) (1,307) (3,684) (37) - - (4,139) (11,811) (87,277) - - (11,811) (87,277) (11,811) (87,277) - - (11,811) (87,277) 5.94 53.48	PARENT 2009 2008 $’000 $’000 294 150 147 58 (1,527) (2,060) - (659) (425) (953) - (328) - (334) (462) (1,236) - (1,418) (845) - (340) (1,232) (9) (1,756) (14) (535) 8,013 (70,702) - - (15,841) (3,125) (765) - - - - - (37) - - (608) (11,811) (84,738) - (10,775) (11,811) (95,513) (11,811) (95,513) - -	PARENT 2009 2008 $’000 $’000 294 150 147 58 (1,527) (2,060) - (659) (425) (953) - (328) - (334) (462) (1,236) - (1,418) (845) - (340) (1,232) (9) (1,756) (14) (535) 8,013 (70,702) - - (15,841) (3,125) (765) - - - - - (37) - - (608) (11,811) (84,738) - (10,775) (11,811) (95,513) (11,811) (95,513) - -
		(84,738) (10,775)
		(95,513) (95,513) -
(11,811) 5.94	(11,811)	(95,513)
		-

The above statement should be read in conjunction with the accompanying notes.

20 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009

NOTE CURRENT ASSETS Cash and cash equivalents 30 Trade and other receivables 7 Receivable – sale of subsidiary 9 Inventory 8 Prepayments TOTAL CURRENT ASSETS NON-CURRENT ASSETS Receivables 9 Available for sale financial assets Other financial assets 10 Property, plant and equipment 11 Deferred exploration expenditure 12 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 13 Interest bearing loans and borrowings 14 Provisions 15 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions 15 Interest bearing loans and borrowings 16 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET LIABILITIES EQUITY Contributed equity 17 Accumulated losses Reserves 18 TOTAL PARENT ENTITY INTEREST Minority equity interest 19 TOTAL EQUITY / (DEFICIT)	CONSOLIDATED 2009 2008 $’000 $’000 1,445 - 5,190 5,735 3,250 - - 967 - 12 9,885 6,714 5,390 6,215 26 63 - - 8,750 13,915 21,499 27,135 35,665 47,328 45,550 54,042 25,264 21,360 30,305 29,054 35 438 55,604 50,852 4,148 4,148 633 2,066 4,781 6,214 60,385 57,066 (14,835) (3,024) 137,474 137,474 (157,174) (145,363) 4,823 4,823 (14,877) (3,066) 42 42 (14,835) (3,024)	PARENT 2009 2008 $’000 $’000 24 - 5,178 684 3,250 - - - - 12 8,452 696 3,258 3,258 26 63 8,286 24,127 250 925 - - 11,820 28,373 20,272 29,069 5,375 2,946 29,725 28,290 3 438 35,103 31,674 - - 4 419 4 419 35,107 32,093 (14,835) (3,024) 137,474 137,474 (157,132) (145,321) 4,823 4,823 (14,835) (3,024) - - (14,835) (3,024)	PARENT 2009 2008 $’000 $’000 24 - 5,178 684 3,250 - - - - 12 8,452 696 3,258 3,258 26 63 8,286 24,127 250 925 - - 11,820 28,373 20,272 29,069 5,375 2,946 29,725 28,290 3 438 35,103 31,674 - - 4 419 4 419 35,107 32,093 (14,835) (3,024) 137,474 137,474 (157,132) (145,321) 4,823 4,823 (14,835) (3,024) - - (14,835) (3,024)
			696
			3,258 63 24,127 925 -
			28,373
			29,069
			2,946 28,290 438
			31,674
			- 419
			419
			32,093
			(3,024)
			137,474 (145,321) 4,823
			(3,024) -
			(3,024)

The above statement should be read in conjunction with the accompanying notes.

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AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

Attributable to equity holders of the parent entity

Consolidated	Contributed equity $’000	Accumulated losses $’000	Reserves Total Minority interests Total equity $’000 $’000 $’000 $’000
At 1 July 2007 Total income and expense for the period recognised directly in equity Loss for the year after income tax Total income and expense for the year *Transactions with equity holders in* *their capacity as equity holders:* Issue of share capital Share issue expenses Exercise of options Share-based payments At 30 June 2008 Total income and expense for the period recognised directly in equity Loss for the year after income tax Total income and expense for the year *Transactions with equity holders in* *their capacity as equity holders:* Issue of share capital Share issue expenses Exercise of options Share-based payments At 30 June 2009	103,800	(58,086)	3,330 49,044 42 49,086
	- -	- (87,277)	- - - - - (87,277) - (87,277)
	-	(87,277)	- (87,277) - (87,277)
	35,257 (1,653) 70 -	- - - -	- 35,257 - 35,257 - (1,653) - (1,653) - 70 - 70 1,493 1,493 - 1,493
	137,474	(145,363)	4,823 (3,066) 42 (3,024)
	- -	- (11,811)	- - - - - (11,811) - (11,811)
	-	(11,811)	- (11,811) - (11,811)
	- - - -	- - - -	- - - - - - - - - - - - - - - -
	137,474	(157,174)	4,823 (14,877) 42 (14,835)

The above statement should be read in conjunction with the accompanying notes.

22 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

Parent	Contributed equity Accumulated losses Reserves Total $’000 $’000 $’000 $’000
At 1 July 2007 Total income and expense for the period recognised directly in equity Loss for the year after income tax Total income and expense for the year *Transactions with equity holders in their capacity as* *equity holders:* Issue of share capital Share issue expenses Exercise of options Share-based payments At 30 June 2008 Total income and expense for the period recognised directly in equity Loss for the year after income tax Total income and expense for the year *Transactions with equity holders in their capacity as* *equity holders:* Issue of share capital Share issue expenses Exercise of options Share-based payments At 30 June 2009	103,800 (49,808) 3,330 57,322
	- - - - - (95,513) - (95,513)
	- (95,513) - (95,513)
	35,257 - - 35,257 (1,653) - - (1,653) 70 - - 70 - - 1,493 1,493
	137,474 (145,321) 4,823 (3,024)
	- - - - - (11,811) - (11,811)
	- (11,811) - (11,811)
	- - - - - - - - - - - - - - - -
	137,474 (157,132) 4,823 (14,835)

The above statement should be read in conjunction with the accompanying notes.

23 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2009

NOTE Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Net cash outflow from operating activities 30 Cash flows from investing activities Payments for mineral exploration expenditure Proceeds from disposal of property, plant and equipment Payments for purchase of property, plant and equipment Sale of subsidiary 26 Refund of deposit Payment for other financial assets Payments for security deposits Net cash (outflow)/inflow from investing activities Cash flows from financing activities Proceeds from issues of shares Share issue costs Loans to controlled entities Net loan proceeds from other parties Payment of finance lease liabilities Net cash inflow/(outflow) 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 30	CONSOLIDATED 2009 2008 $’000 $’000 4,344 26,357 (7,936) (56,120) 172 938 (6) (413) (3,426) (29,238) (3) (29,681) 108 7,700 - (14,918) 1,000 - 2,500 - - (10,075) - (3,611) 3,605 (50,585) - 32,151 - (1,653) - - 1,750 27,961 (484) (386) 1,266 58,073 1,445 (21,750) - 21,750 1,445 -	PARENT 2009 2008 $’000 $’000 546 - (3,462) (9,782) 239 150 - (176) (2,677) (9,808) - - 49 - - (261) 1,000 - - - - (75) - (3,021) 1,049 (3,357) - 32,151 - (1,653) - (66,660) 1,750 27,961 (98) (89) 1,652 (8,290) 24 (21,455) - 21,455 24 -	PARENT 2009 2008 $’000 $’000 546 - (3,462) (9,782) 239 150 - (176) (2,677) (9,808) - - 49 - - (261) 1,000 - - - - (75) - (3,021) 1,049 (3,357) - 32,151 - (1,653) - (66,660) 1,750 27,961 (98) (89) 1,652 (8,290) 24 (21,455) - 21,455 24 -
			(9,808)
			- - (261) - - (75) (3,021)
			(3,357)
			32,151 (1,653) (66,660) 27,961 (89)
			(8,290)
			(21,455) 21,455
			-

The above statement should be read in conjunction with the accompanying notes.

24 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

1. CORPORATE INFORMATION

The financial report of Swan Gold Mining Limited for the year ended 30 June 2009 was authorised for issue in accordance with a resolution of the Directors on the date of signing of the Directors’ Report. Swan Gold Mining Limited is a company limited by shares that is incorporated and domiciled in Australia.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial report is a general-purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations. The financial report has been prepared on a historical cost basis, except for available for sale investments, which have been measured at fair value. The financial report is presented in Australian dollars, and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated.

(b) Statement of compliance

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

(c) Adoption of New and Revised Standards

In the year ended 30 June 2009, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2008. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below.

The Group has not yet reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2009. These are outlined in the table below:

Accounting Standards and Interpretations issued but not yet effective

The following standards and interpretations have been issued by the AASB but are not yet effective for the period ending 30 June 2009:

Reference	Title	Summary	Application date of standard	Application date for Group
AASB Int. 17 and AASB 2008-13	Distributions of Non- cash Assets to Owners and consequential amendments to Australian Accounting Standards AASB 5 and AASB 110	The Interpretation outlines how an entity should measure distributions of assets, other than cash, as a dividend to its owners acting in their capacity as owners. This applies to transactions commonly referred to as spin-offs, split offs or demergers and in-specie distributions.	1 July 2009	1 July 2009
AASB 8 and AASB 2007-3	Operating Segments and consequential amendments to other Australian Accounting Standards	New Standard replacing AASB 114 Segment Reporting, which adopts a management reporting approach to segment reporting.	1 January 2009	1 July 2009
AASB 123 (Revised) and AASB 2007-6	Borrowing Costs and consequential amendments to other Australian Accounting Standards	The amendments to AASB 123 require that all borrowing costs associated with a qualifying asset be capitalised.	1 January 2009	1 July 2009

25 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reference	Title	Summary	Application date of standard	Application date for Group
AASB 101 (Revised), AASB 2007-8 and AASB 2007-10	Presentation of Financial Statements and consequential amendments to other Australian Accounting Standards	Introduces a statement of comprehensive income. Other revisions include impacts on the presentation of items in the statement of changes in equity, new presentation requirements for restatements or reclassifications of items in the financial statements, changes in the presentation requirements for dividends and changes to the titles of the financial statements.	1 January 2009	1 July 2009
AASB 2008-1	Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations	The amendments clarify the definition of “vesting conditions”, introducing the term “non-vesting conditions” for conditions other than vesting conditions as specifically defined and prescribe the accounting treatment of an award that is effectively cancelled because a non- vesting condition isnotsatisfied.	1 January 2009	1 July 2009
AASB 3 (Revised)	Business Combinations	The revised Standard introduces a number of changes to the accounting for business combinations, the most significant of which includes the requirement to have to expense transaction costs and a choice (for each business combination entered into) to measure a non-controlling interest (formerly a minority interest) in the acquiree either at its fair value or at its proportionate interest in the acquiree’s net assets. This choice will effectively result in recognising goodwill relating to 100% of the business (applying the fair value option) or recognising goodwill relating to the percentage interest acquired. The changesapply prospectively.	1 July 2009	1 July 2009
AASB 127 (Revised)	Consolidated and Separate Financial Statements	There are a number of changes arising from the revision to AASB 127 relating to changes in ownership interest in a subsidiary without loss of control, allocation of losses of a subsidiary and accounting for the loss of control of a subsidiary. Specifically in relation to a change in the ownership interest of a subsidiary (that does not result in loss of control) – such a transaction will be accountedforas anequity transaction.	1 July 2009	1 July 2009
AASB 2008-3	Amendments to Australian Accounting Standards arising from AASB3andAASB 127	Amending Standard issued as a consequence of revisions to AASB 3 and AASB 127. Refer above.	1 July 2009	1 July 2009

26 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2008-5	Amendments to Australian Accounting Standards arising from the Annual Improvements Project	The improvements project is an annual project that provides a mechanism for making non-urgent, but necessary, amendments to IFRSs. The IASB has separated the amendments into two parts: Part 1 deals with changes the IASB identified resulting in accounting changes; Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact. This was the first omnibus of amendments issued by the IASB arising from the Annual Improvements Project and it is expected that going forward, such improvements will be issued annually to remove inconsistencies and clarify wording in the standards. The AASB issued these amendments in two separate amending standards; one dealing with the accounting changes effective from 1 January 2009 and the other dealing with amendments to AASB 5, which will be applicable from 1 July 2009 [referbelowAASB 2008-6].	1 January 2009	1 July 2009
AASB 2008-6	Further Amendments to Australian Accounting Standards arising from the Annual ImprovementsProject	This was the second omnibus of amendments issued by the IASB arising from the Annual Improvements Project. Refer to AASB 2008-5 above for more details.	1 July 2009	1 July 2009
AASB 2008-7	Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate	The main amendments of relevance to Australian entities are those made to AASB 127 deleting the “cost method” and requiring all dividends from a subsidiary, jointly controlled entity or associate to be recognised in profit or loss in an entity's separate financial statements (i.e., parent company accounts). The distinction between pre- and post-acquisition profits is no longer required. However, the payment of such dividends requires the entity to consider whether there is an indicator of impairment. AASB 127 has also been amended to effectively allow the cost of an investment in a subsidiary, in limited reorganisations, to be based on the previous carrying amount of the subsidiary (that is, share of equity)rather than itsfairvalue.	1 January 2009	1 July 2009

27 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2009-2	Amendments to Australian Accounting Standards – Improving Disclosures about Financial Instruments [AASB 4, AASB 7, AASB 1023 & AASB 1038]	The main amendment to AASB 7 requires fair value measurements to be disclosed by the source of inputs, using the following three-level hierarchy: ► quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); ► inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and ► inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). These amendments arise from the issuance of Improving Disclosures about Financial Instruments (Amendments to IFRS 7) by the IASB in March 2009.The amendments to AASB 4, AASB 1023 and AASB 1038 comprise editorial changes resulting from the amendments toAASB7.	Annual reporting periods beginning on or after 1 January 2009 that end on or after 30 April 2009.	1 July 2009
AASB 2009-4	Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 2 and AASB 138 and AASB Interpretations 9 & 16]	The amendments to some Standards result in accounting changes for presentation, recognition or measurement purposes, while some amendments that relate to terminology and editorial changes are expected to have no or minimal effect on accounting. The main amendment of relevance to Australian entities is that made to IFRIC 16 which allows qualifying hedge instruments to be held by any entity or entities within the group, including the foreign operation itself, as long as the designation, documentation and effectiveness requirements in AASB 139 that relate to a net investment hedge are satisfied. More hedging relationships will be eligible for hedge accounting as a result of the amendment. These amendments arise from the issuance of the IASB’s Improvements to IFRSs. The amendments pertaining to IFRS 5, 8, IAS 1,7, 17, 36 and 39 have been issued in Australia asAASB 2009-5 (referbelow).	1 July 2009	1 July 2009

28 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2009-5	Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139]	The amendments to some Standards result in accounting changes for presentation, recognition or measurement purposes, while some amendments that relate to terminology and editorial changes are expected to have no or minimal effect on accounting. The main amendment of relevance to Australian entities is that made to AASB 117 by removing the specific guidance on classifying land as a lease so that only the general guidance remains. Assessing land leases based on the general criteria may result in more land leases being classified as finance leases and if so, the type of asset which is to be recorded (intangible v property, plant and equipment) needs to be determined. These amendments arise from the issuance of the IASB’s Improvements to IFRSs. The AASB has issued the amendments to IFRS 2, IAS 38, IFRIC 9 as AASB 2009-4 (referabove).	1 January 2010	1 July 2010
AASB 2009- Y	Amendments to Australian Accounting Standards [AASB 5, 7, 107, 112, 136 & 139 and Interpretation 17]	These comprise editorial amendments and are expected to have no major impact on the requirements of the amended pronouncements.	1 July 2009	1 July 2009

29 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reference	Title	Summary	Application date of standard	Application date for Group
AASB 9	Financial Instruments	AASB 9 includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement (AASB 139 Financial Instruments: Recognition and Measurement). These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes from AASB 139 are described below. (a) Financial assets are classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows. This replaces the numerous categories of financial assets in AASB 139, each of which had its own classification criteria. (b) AASB 9 allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. (c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, ondifferentbases.	1 January 2013	1 July 2013

30 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2009- 11	Amendments to Australian Accounting Standards arising from AASB 9[AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12]	The revised Standard introduces a number of changes to the accounting for financial assets, the most significant of which includes: ► two categories for financial assets being amortised cost or fair value ► removal of the requirement to separate embedded derivatives in financial assets ► strict requirements to determine which financial assets can be classified as amortised cost or fair value. Financial assets can only be classified as amortised cost if (a) the contractual cash flows from the instrument represent principal and interest and (b) the entity’s purpose for holding the instrument is to collect the contractual cash flows ► an option for investments in equity instruments which are not held for trading to recognise fair value changes through other comprehensive income with no impairment testing and no recycling through profit or loss on derecognition ► reclassifications between amortised cost and fair value no longer permitted unless the entity’s business model for holding the asset changes ► changes to the accounting and additional disclosures for equity instruments classified as fair value through othercomprehensiveincome	1 January 2013	1 July 2013

31 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reference	Title	Summary	Application date of standard	Application date for Group
AASB 124 (Revised)	Related Party Disclosures (December 2009)	The revised AASB 124 simplifies the definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the definition, including: (a) the definition now identifies a subsidiary and an associate with the same investor as related parties of each other; (b) entities significantly influenced by one person and entities significantly influenced by a close member of the family of that person are no longer related parties of each other; and (c) the definition now identifies that, whenever a person or entity has both joint control over a second entity and joint control or significant influence over a third party, the second and third entities are related to each other. A partial exemption is also provided from the disclosure requirements for government-related entities. Entities that are related by virtue of being controlled by the same government can provide reduced related party disclosures.	1 January 2011	1 July 2011
AASB 2009- 12	Amendments to Australian Accounting Standards	This amendment makes numerous editorial changes to a range of Australian Accounting Standards andInterpretations.	1 January 2011	1 July 2011
	[AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052]	In particular, it amends AASB 8 _Operating Segments_to require an entity to exercise judgement in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. It also makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRSs bytheIASB.

32 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reference	Title	Summary	Application date of standard	Application date for Group
AASB 1054	Australian Additional Disclosures	This standard is as a consequence of phase 1 of the joint Trans-Tasman Convergence project of the AASB and FRSB. This standard relocates all Australian specific disclosures from other standards to one place and revises disclosures in the following areas: (a) Compliance with Australian Accounting Standards (b) The statutory basis or reporting framework for financial statements (c) Whether the financial statements are general purpose or special purpose (d) Audit fees (e) Imputation credits	1 July 2011	1 July 2011
AASB 2010- 3	Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 3, AASB 7, AASB 121, AASB 128, AASB 131, AASB 132 & AASB 139]	Limits the scope of the measurement choices of non-controlling interest at proportionate share of net assets in the event of liquidation. Other components of NCI are measured at fair value. Requires an entity (in a business combination) to account for the replacement of the acquiree’s share-based payment transactions (whether obliged or voluntarily), i.e., split between consideration and post combination expenses. Clarifies that contingent consideration from a business combination that occurred before the effective date of AASB 3 Revised is not restated. Eliminates the requirement to restate financial statements for a reporting period when significant influence or joint control is lost and the reporting entity accounts for the remaining investment under AASB 139. This includes the effect on accumulated foreign exchange differences onsuch investments.	1 July 2010	1 July 2010

33 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2010-4	Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101, AASB 134 and Interpretation 13]	Emphasises the interaction between quantitative and qualitative AASB 7 disclosures and the nature and extent of risks associated with financial instruments.Clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. Provides guidance to illustrate how to apply disclosure principles in AASB 134 for significant events and transactions.Clarify that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme,is to be taken into account.	1 January 2011	1 July 2011
AASB 2010-5	Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127,132&1042]	This Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB. These amendments have no major impact on the requirements of the amended pronouncements.	1 January 2011	1 July 2011
AASB 2010-6	Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets [AASB 1 & AASB 7]	The amendments increase the disclosure requirements for transactions involving transfers of financial assets.Disclosures require enhancements to the existing disclosures in IFRS 7 where an asset is transferred but is not derecognised and introduce new disclosures for assets that are derecognised but the entity continues to have a continuing exposure to the asset after the sale.	1 July 2011	1 July 2011

34 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 2010-7	Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023, & 1038 and interpretations 2, 5, 10, 12, 19 & 127]	The requirements for classifying and measuring financial liabilities were added to AASB 9. The existing requirements for the classification of financial liabilities and the ability to use the fair value option have been retained. However, where the fair value option is used for financial liabilities the change in fair value is accounted for as follows: ► The change attributable to changes in credit risk are presented in other comprehensive income (OCI) ► The remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presentedinprofit or loss.	1 January 2013	1 July 2013
AASB 2011-1	Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence project [AASB 1, AASB 5, AASB 101, AASB 107, AASB 108, AASB 121, AASB 128, AASB 132, AASB 134, Interpretation 2, Interpretation 112, Interpretation 113]	This Standard amendments many Australian Accounting Standards, removing the disclosures which have been relocated to AASB 1054.	1 July 2011	1 July 2011
AABS 10	Consolidated Financial Statements	AASB 10 establishes a new control model that applies to all entities. It replaces parts of AASB 127 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statements and Interpretation 112 Consolidation – Special Purpose Entities. The new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specific situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. This is likely to lead to more entities being consolidatedinto the group.	1 January 2013	1 July 2013

35 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
AASB 11	Joint Arrangements	AASB 11 replaces AASB 131_Interests in_ Joint Ventures_and Interpretation 113 _Jointly- controlled Entities – Non- monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition AASB 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. This may result in a change in the accounting for the joint arrangements held by the group.	1 January 2013	1 July 2013
AASB 12	Disclosure of Interests in	AASB 12 includes all disclosures relating	1 January 2013	1 July 2013
	Other Entities	to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgements made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controllinginterests.
AASB 2011-7	Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangement Standards	Consequential amendments to AASB 127 Separate Financial Statements_and AASB 128_Investments in Associates_as a result of the adoption of AASB 10 Consolidated Financial Statements, AASB 11_Joint Arrangements_and AASB 12_Disclosure of Interests in Other Entities.	1 January 2013	1 July 2013

36 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)	2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reference	Title	Summary	Application date of standard	Application date for Group
Interpretation 19	Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments	This interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability are “consideration paid” in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognised and the equity instruments issued are treated as consideration paid to extinguish that financial liability. The interpretation states that equity instruments issued in a debt for equity swap should be measured at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not reliably determinable, the equity instruments should be measured by reference to the fair value of the financial liability extinguished as of the date of extinguishment.	1 July 2010	1 July 2010
IFRS 13	Fair Value Measurement	IFRS 13 establishes a single source of guidance under IFRS for determining the fair value of assets and liabilities. IFRS 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value under IFRS when fair value is required or permitted by IFRS. Application of this definition may result in different fair values being determined for the relevant assets. IFRS 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on thefairvalue determined.	1 January 2013	1 July 2013

The Group has not yet assessed whether there will be any significant impact on 30 June 2009 results in light of the standards and interpretations issued but not yet effective.

37 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Going concern

As at 30 June 2009, the Group’s current liabilities exceeded its current assets by $45.7 million, and it was in a net liability position of $14.8 million. The Consolidated entity and the Company both recorded a loss of $11,811,000 (2008: $87,277,000 and $95,513,000 respectively) for the year ended 30 June 2009 and a voluntary administrator was appointed on 10 July 2008. In the financial year to 30 June 2010, the Consolidated entity and Company was still under administration. Commitments were met from the administrators dealing in the sale of assets, available funds and satisfaction of debtors and inventories.

The main conditions of the agreement which is subject to shareholder and regulatory approval, as necessary, will see:

DCM acquire the debt and associated rights of the Mt Ida Trust for $1,000,000;
DCM pay a total amount of $10,000,000 to the Group Trust with $1,000,000 payable upon signing of the agreement and $9,000,000 payable within 6 months;
Under separate arrangement DCM acquire the debt and associated rights of the Territory Trust of $6,700,000;
All debts due by Swan to the Mt Ida Trust, Group Trust, Territory Trust and Stirling Resources Ltd be extinguished at settlement;
Amount to be paid to Swan of $5,000,000 at settlement;
All shareholdings held by Stirling, Territory Resources Limited and DCM in Swan be cancelled at settlement;
DCM fund the ongoing operations of Swan until the transaction is completed; and
Settlement due on or before 31 March 2012. Whilst this date has passed, the Share Sale Agreement remains in force and DCM have confirmed in writing that it will continue basic operational funding of Swan in accordance with the agreement.

The agreement is not binding until the following conditions are met:

(a) the Financial Investment Review Board (FIRB) Condition has been satisfied;
(b) the Vendor procuring all necessary third party consents to the Transaction (if any) and providing the Purchaser with a copy of such consents;
(c) the Vendor obtaining all necessary shareholder approvals required by the Corporations Act and the Listing Rules in relation to the Transaction;
(d) the Vendor obtaining the approval (by way of a deed or otherwise) of MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(e) completion of the assignment of the Mt Ida Debt and Mt Ida Securities from MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(f) an agreement is executed between the Purchaser and Territory Resources Limited, in its capacity as beneficiary under the Territory Trust pursuant to which the Territory Resources Limited will assign to the Purchaser and the Purchaser will take an assignment of all Territory Resources Limited’s rights and interests as beneficiary under the Territory Trust;
(g) an agreement is executed between Stirling and the Vendor pursuant to which Stirling agrees to cancel the Stirling Debt, for no consideration, upon Settlement occurring; and
(h) each of Territory, Stirling and the Purchaser (and each of their Related Bodies Corporate) agreeing to cancel all of their shares held in Swan, subject to Settlement occurring.

38 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The main terms and conditions of the Restructure Deed are as follows:

Swan will conduct a share placement to sophisticated investors to raise working capital of a minimum of $7,500,000 by the issue of new ordinary shares at $0.02 effective on completion of the transaction (Completion). The issue will be fully underwritten by Investmet on terms reasonably satisfactory to Investmet and the Company;
DCM will transfer 39,849,657 Swan shares to Investmet in consideration for a cash payment by Investmet to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust;
The Group Trustee will transfer 134,483,578 Swan shares to Investmet as consideration for the payment by Investmet to the Group Trust of $10,000,000; the payment will also extinguish all claims by the Group Trust under the recapitalization deed;
Investmet will pay $144,240 to the Trustee of the Group Trust on behalf of Swan to repay the loan made by the Trustee to Swan. Swan agrees to repay Investmet on interest free terms $144,240 within two business days of a written demand by Investmet.
Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security to be granted by Swan as required to Investmet;
DCM to fund ongoing operations of Swan until Completion; and
The Conditions of the Restructure Deed are to be satisfied or waived on or before 31 October 2012, with the exception of shareholder and regulatory approvals, and Loan Syndicate Arrangements which are to be finalised by 31 December 2012. Beyond these dates an alternative restructure or extension period are to be negotiated in good faith, but should no agreement be made within 5 Business Days then either party may terminate the Deed without incurring any liability.

The Conditions for Completion to occur includes amongst other items:

Agreement on documentation relating to Investmet’s funding arrangements;
The share sale agreement between Swan and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party;
The Recapitalisation Deed between Swan, Stirling Resources Ltd and others dated 21 June 2009 (as amended) being terminated on Completion with no further liability for Swan;
Any plaint proceedings relating to the tenements of Swan and its subsidiaries are to be discontinued or withdrawn on terms satisfactory to Investmet by 31 October 2012. Investmet may immediately terminate if it considers that the plaint condition will, or may, not be satisfied by 31 October 2012; and
All necessary shareholder, third party or regulatory approvals.

The ability of the Group to continue to operate as a going concern and meet its debts as and when they fall due is primarily dependent upon the Directors meeting the terms and conditions under either the Investmet transaction or alternatively the DCM transaction. Failure to do so may result in the Group being unable to meet its debts as and when they fall due and realise its assets and liabilities in the ordinary course of business. The financial report has been prepared on the basis that

39 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

the Company and the consolidated entity will continue to meet their commitments and can therefore continue normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The directors believe, based on the progress of transactions as described above, that at the date of signing the financial report there are reasonable grounds to believe that having regard to the matters set out above, the company and the consolidated entity will be able to raise sufficient funds to meet its obligations in the normal course of business as the conditions are met and the sale completed.

Should the company and the consolidated entity not achieve the matters set out above, there is significant uncertainty whether the company and the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company and consolidated entity not be able to continue as going concerns.

(e) Principles of consolidation

The consolidated financial report incorporates the assets and liabilities of all entities controlled by Swan Gold Mining Limited (“parent entity”) as at year end and the results of all controlled entities for the year then ended. Swan Gold Mining

Limited and its controlled entities together are referred to in this financial report as the “consolidated entity” or “group”. The effects of all transactions between entities in the consolidated entity are eliminated in full. Acquisitions are accounted for using the purchase method of accounting.

Where control of an entity is obtained during a financial year, its results are included only from the date upon which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the period during which control existed.

(f) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.

Interest

Revenue is recognised as the interest accrues using the effective interest rate method (which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).

Gold and silver sales

Amounts are recognised as sales revenue when there has been a transfer of risk to a customer, and:

the gold is in a form suitable for delivery and no further processing is required by, or on behalf of, the consolidated entity;
the quantity, quality and selling price of the gold or silver can be determined with reasonable accuracy; and
the gold or silver has been despatched to the metals refinery and is no longer under the physical control of the consolidated entity, or the metals refinery has formally acknowledged legal ownership of the product, including all inherent risks.

(g) Property, plant and equipment

All assets acquired, including property, plant and equipment are initially recorded at their cost of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

Property, plant and equipment located on a mine site is included at cost less provision for depreciation and any impairment in value. All such assets are depreciated over the estimated remaining economic life of the mine, using a unit of production basis. All other property, plant and equipment is included at cost less provision for depreciation and any impairment in value and depreciated on a straight-line basis commencing from the time the asset is held ready for use.

40 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(h) Other financial assets

Financial assets in the scope of AASB 139 “Financial Instruments – Recognition and Measurement” are classified as either financial assets at fair value through profit or loss, loans and receivables, held to maturity investments or available for sale investments as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The consolidated entity determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates the designation at each financial year end.

All regular purchases and sales of financial assets are recognised on the trade date (the date that the consolidated entity commits to purchase the asset). Regular purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the market place.

Financial assets at fair value through profit or loss

Financial assets classified as held for trading are included in the category “financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purposes of selling them in the near term. Gains and losses on investments held for trading are recognised in profit or loss.

Loans, receivables and security deposits

Loans, receivables and security deposits are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired as well as through the amortisation process. Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets, principally equity securities, that are designated as available-for-sale or are not classified as held to maturity investments nor loans and receivables. After initial recognition available-for sale financial assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis; and option pricing models, making as much use of available and supportable market data as possible and keeping judgemental inputs to a minimum.

(i) Shares in controlled entities

Investments in controlled entities are measured at cost. The Group assesses whether it is necessary to recognise any impairment loss in the investment in subsidiaries following any significant changes in the underlying assets or operations of the relevant subsidiary.

(j) Deferred exploration and evaluation expenditure

Once the legal right to explore has been acquired, exploration and evaluation costs are expensed to the Income Statement as incurred unless the Directors conclude that a future economic benefit is more likely than not to be realised. Costs incurred during this phase are expensed in the Income Statement as ‘exploration and evaluation expenditure’. In evaluating if expenditures meet the criteria to be capitalised, several different sources of information are utilised. The information that is used to determine the probability of future economic benefits depends on the extent of exploration and evaluation that has been performed.

Impairment

The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.

41 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The recoverable amount of capitalised exploration and evaluation expenditure is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cashgenerating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value.

An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in profit or loss.

(k) Impairment of non-financial assets

At each reporting date, the consolidated entity assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the consolidated entity makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(l) Joint venture assets

The Group has an interest in a joint venture that has jointly controlled assets. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. The Group recognises its interest in the jointly controlled assets by recognising its interest in the assets and the liabilities of the joint venture. The Group also recognises the expenses that it incurs and its share of the income that it earns from the use and output of the jointly controlled assets.

(m) Income tax

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

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised. A deferred income tax asset is not recognised where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss or when the deductible temporary difference is associated with

investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

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

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

42 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n) Trade and other receivables

Trade receivables, which generally have 30 to 90 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less an allowance for impairment. An allowance for doubtful debts is made when there is objective evidence that the consolidated entity will not be able to collect the debts. Bad debts are written off when identified.

Collectability of trade receivables is reviewed on an ongoing basis. Financial difficulties of the debtor, default payments or debts more than 180 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.

(o) Goodwill

Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of the business combination over the consolidated entity’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purposes of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the consolidated entity’s cash generating units that are expected to benefit from the synergies of the combination.

Impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. When the carrying amount of the cash generating unit is less than the carrying amount of goodwill, an impairment loss is recognised. Impairment losses recognised for goodwill are not subsequently reversed.

(p) Trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year that are unpaid and arise when the consolidated entity becomes obliged to make future payments in respect of the purchase of these goods and services.

(q) Interest bearing loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

(r) Contributed equity

Ordinary share capital is recognised at the fair value of the consideration received. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

(s) Goods and services tax

Revenues, expenses and assets are recognised net of goods and services tax (GST), except where the amount of GST incurred is not recoverable. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable or payable is included as a current asset or liability in the balance sheet. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable or payable are classified as operating cash flows.

(t) Employee benefits

Provision for employee benefits represents the amount which the consolidated entity has a present obligation to pay resulting from employees’ service provided up to the balance date.

43 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Liabilities arising in respect of employee benefits expected to be settled within twelve months of the balance date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the balance date.

(u) Share based payments

The consolidated entity may provide benefits to employees (including directors) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (“equity settled transactions”).

The cost of these equity settled transactions with employees is measured by reference to the fair value at the date they are granted. The value is determined using a binomial model. The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the directors, will ultimately vest.

No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

(v) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.

Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the consolidated entity are capitalised at the present value of the minimum lease payments and disclosed as plant and equipment under lease. A lease liability of equal value is also recognised. Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term.

(w) Rehabilitation costs

Full provision for rehabilitation costs is made based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the balance date. Increases due to additional environmental disturbances are capitalised and amortised over the remaining lives of the operations. These increases are accounted for on a net present value basis.

Rehabilitation provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances.

(x) Inventories

Ore and Gold stocks are valued at the lower of cost and net realisable value.

Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure relating to mining activities, the latter being allocated on the basis of normal operating capacity. Costs are assigned to

44 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(y) Borrowing costs

Borrowing costs are expensed as incurred except where they relate to the financing of projects under construction where they are capitalised up to the date of commissioning or sale.

(z) Earnings per share

Basic earnings per share is determined by dividing net operating results after income tax attributable to members of the parent entity, 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 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 potential ordinary shares.

(aa) Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash includes deposits at call which are readily convertible to cash on hand and which are used in the cash management function on a day to day basis, net of outstanding bank overdrafts.

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The consolidated entity’s principal financial instruments are cash and short term deposits and loans. The main purpose of these financial instruments is to provide working capital and raise finance for the consolidated entity’s operations. The consolidated entity has various other financial assets and liabilities such as receivables and trade payables, which arise directly from its operations. The main risks arising from the consolidated entity’s financial instruments are interest rate risk and credit risk. The Board reviews and agrees policies for managing each of these risks.

(i) Credit risk exposure

Credit risk relates to the risk that a counter party will default on its contractual obligations resulting in financial loss to the consolidated entity. The exposure of the consolidated entity to credit risk at balance date in relation to each class of recognised financial asset is the carrying amount of the assets as indicated in the balance sheet.

(ii) Interest rate risk exposure

The Group’s exposure to the risk of changes in market interest rates is minimal and relates primarily to finance leases with fixed rates of interest.

(iii) Commodity price exposure

The Group is exposed to Australian dollar gold price risk. This arises through sales of the Group’s main commodity, gold. The Group has not hedged gold production. Given the Administrator’s appointment on 10 July 2008, the Group’s exposure was not material during the year ended 30 June 2009.

45 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

4. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

(i) Significant accounting judgements

In the process of applying the consolidated entity’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

Capitalisation of exploration expenditure

The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of Joint Ore Reserves Committee (JORC) resource is in itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in the Income Statement in the period when the new information becomes available.

(ii) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Impairment

Assets, including property, plant and equipment, receivables and goodwill, are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. Where a review for impairment is conducted, the recoverable amount is assessed by reference to the higher of “value in use” (being the net present value of expected future cash flows of the relevant cash generating unit) and “fair value less costs to sell”.

Impairment of deferred exploration expenditure

The future recoverability of deferred exploration expenditure is dependent on a number of factors, including whether the Group decided to exploit the related tenement itself or, if not, whether it successfully recovers the related exploration asset through sale.

To the extent that deferred exploration expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

Provision for decommissioning and restoration costs

Decommissioning and restoration costs are a normal consequence of mining and the majority of this expenditure is incurred as the end of a mine’s life. In determining an appropriate level of provision, consideration is given to the expected future costs to be incurred, the timing of these expected future costs (largely dependent on the life of the mine) and the estimated future level of inflation.

The ultimate cost of decommissioning and restoration is uncertain and costs can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine sites. The expected timing of expenditure can also change, for example in response to changes in reserves or to production rates.

Changes to any of the estimates could result in significant changes to the level of provisioning required, which would in turn impact future financial results.

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the binomial model using the assumptions detailed in the financial statements.

46 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

CONSOLIDATED 2009 2008 $’000 $’000 3,479 25,390 1,518 939 4,997 26,329 2 1,565 552 947 554 2,512 3,964 11,873 - 659 3,964 12,532 4,824 27,718 - 904 380 10,084 5,204 38,706 - 1,916 - 1,916 1,868 226 218 336 464 239 67 2,397 15 257 87 - 167 734 2,886 4,189 - 153 - 1,840 - 1,993	PARENT ENTITY	PARENT ENTITY
2008	2009	2008
$’000	$’000	$’000
25,390 939 26,329 1,565 947 2,512 11,873 659 12,532 27,718 904 10,084 38,706 1,916 1,916 226 336 239 2,397 257 - 734 4,189 153 1,840 1,993	56 238 294 7 140 147 1,527 - 1,527 425 - - 425 - - 11 218 172 (5) 3 24 39 462 - 9 9	- 150
		150
		5 53
		58
		2,060 659
		2,719
		928 - 25
		953
		328
		328
		131 249 198 410 - - 248
		1,236
		58 1,698
		1,756

47 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

FOR THE YEAR	ENDED 30 JUNE 2009	ENDED 30 JUNE 2009
6. INCOME TAX The major components of income tax are: Income statement Current income tax Current income tax charge/(benefit) Current income tax benefit/(charge) not recognised Deferred income tax Relating to origination and reversal of temporary differences Deferred income tax charge (benefit) not recognised A reconciliation between tax expense and the product of accounting loss before income tax multiplied by the applicable income tax rate is as follows: Accounting loss before income tax At the statutory income tax rate of 30% (2008: 30%) Expenditure not allowable for income tax purposes: Asset revaluations Non-deductible expenses Tax losses not brought to account Income tax expense reported in the income statement	CONSOLIDATED PARENT ENTITY 2009 2008 2009 2008 $’000 $’000 $’000 $’000 (2,104) (16,412) 1,325 (2,731) 2,104 16,412 (1,325) 2,731 (1,040) (11,603) 1,826 10,775 1,040 11,603 (1,826) -
		2008 2009 2008
		$’000 $’000 $’000




		(16,412) 1,325 (2,731)
		16,412 (1,325) 2,731

		(11,603) 1,826 10,775
		11,603 (1,826) -
	-	- - 10,775
	(11,811)
		(87,277) (11,811) (84,738)
	(3,543) - 7 3,536	(26,183) (3,544) (25,421)

		- 1,957 25,507
		261 - 261
		25,922 1,587 10,428
	-	- - 10,775

48 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

6. INCOME TAX (continued) Deferred income tax Deferred income tax relates to the following: CONSOLIDATED Deferred tax liabilities Exploration tenements and rehabilitation Deferred tax assets Employee entitlements Rehabilitation reserve PPE Revenue tax losses Tax losses and other deferred tax assets not recognised Gross deferred income tax assets Deferred tax (income)/expense PARENT Deferred tax assets Employee entitlements PPE Revenue tax losses Tax losses and other deferred tax assets not recognised Gross deferred income tax assets Deferred tax (income)/expense	BALANCE SHEET 2009 2008 $’000 $’000 476 (2,265)	Income Statement Equity 2,741 (120) - (64) 2,104 (4,661)
	476 (2,265)
	11 131 1,244 1,244 2,785 2,849 38,003 35,899 (42,519) (37,858)
	(476) 2,265
	1 132 548 346 38,003 35,899 (38,552) (36,377)	- -
		(131) 202 2,104 (2,175)
	- -
		- -

The consolidated entity has unrecognised tax losses (tax effected) arising in Australia of $41,025,000 (2008: $37,489,000), subject to passing the continuity of ownership test, or failing that, the same business test.

Tax consolidation

For the purposes of income taxation, Swan Gold Mining Limited and its 100% owned subsidiaries have formed a tax consolidated group. Swan Gold Mining Limited is the head entity of the tax consolidated group.

49 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

6. INCOME TAX (continued)

(i) Members of the tax consolidated group and the tax sharing agreement Swan Gold Mining Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 July 2002. Swan Gold Mining Limited is the head entity of the tax consolidated group. Members of The Group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote.
(ii) Tax effect accounting by members of the tax consolidated group. Measurement method adopted under AASB Interpretation 1052 Tax Consolidation Accounting
The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied The Group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes. The nature of the tax funding agreement is discussed further below.

7. TRADE AND OTHER RECEIVABLES CURRENT Trade debtors Other (Note 26) Unsecured loans – other parties Allowance for non-recovery Reconciliation of allowance for non-recovery Opening balance Movement in allowance Debts written off against allowance	CONSOLIDATED 2009 2008 $’000 $’000 190 - 5,000 - - 6,377 - (642) 5,190 5,735 (642) - - (642) 642 - - (642)	PARENT 2009 $’000 178 5,000 - - 5,178 (535) - 535 -	ENTITY 2008 $’000 - - 1,219 (535)
			684
			- (535)
			(535)

At 30 June, the ageing analysis of trade and other receivables is as follows:

			Days	181 Days PDNI *	+ 181 Days CI **
2009	Consolidated	5,190	5,019	171	-
	Parent	5,178	5,007	171	-
2008	Consolidated	6,377	5,074	661	642
	Parent	1,219	558	661	535

Past due not impaired (PDNI)

** Considered impaired (CI)

Receivables past due but not considered impaired are: Consolidated $171,000 (2008: $661,000); Parent $171,000 (2008: $661,000). Payment terms on these amounts have not been re-negotiated. Each operating unit has been in direct contact with the relevant debtor and is satisfied that payment will be received in full. No collateral is being held in relation to PDNI or CI assets.

50 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

8. INVENTORY Gold on hand – at cost 9. RECEIVABLES CURRENT Receivable for sale of subsidiary – Note 26 NON-CURRENT Security deposits (i) Sundry receivables – joint venture partner (ii) Unsecured loans – controlled entities (iii) Allowance for non-recovery Reconciliation of allowance for non-recovery Opening balance Movement in allowance	CONSOLIDATED 2009 2008 $’000 $’000 - 967 - 967 CONSOLIDATED 2009 2008 $’000 $’000 3,250 - 3,250 - 5,390 6,215 4,991 3,684 - - (4,991) (3,684) 5,390 6,215 (3,684) - (1,307) (3,684) (4,991) (3,684)	PARENT ENTITY 2009 2008 $’000 $’000 - - - - PARENT ENTITY 2009 2008 $’000 $’000 3,250 - 3,250 - 3,258 3,258 - - 80,490 88,503 (80,490) (88,503) 3,258 3,258 (88,503) (17,801) 8,013 (70,702) (80,490) (88,503)

8. INVENTORY

(i) Security deposits are held in a 60 day term deposit that is rolled over at each maturity date. The deposit is not available for use until the consolidated entity has been released from any rehabilitation obligations in regard to tenements to which the security deposit relates.

(ii) Sundry receivables comprise of debts due from a joint venture partner - Refer to Note 27.

(iii) Unsecured loans to controlled entities are interest free and are repayable on demand although repayment is not expected within the next 12 months.

10. OTHER FINANCIAL ASSETS Shares in controlled entities - at cost (Note 26) Allowance for impairment Reconciliation of allowance for impairment Opening balance Movement in allowance	CONSOLIDATED 2009 2008 $’000 $’000 - - - - - - - - - - - -	PARENT ENTITY 2009 2008 $’000 $’000 44,265 44,265 (35,979) (20,138) 8,286 24,127 (20,138) (17,013) (15,841) (3,125) (35,979) (20,138)	PARENT ENTITY 2009 2008 $’000 $’000 44,265 44,265 (35,979) (20,138) 8,286 24,127 (20,138) (17,013) (15,841) (3,125) (35,979) (20,138)
			24,127
			(17,013) (3,125)
			(20,138)

The amount of the impairment has been measured as the difference between the net assets of the controlled entities and the investment in the controlled entities. The net assets of the controlled entities are estimated to be equal to its fair value.

51 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

11. PROPERTY, PLANT AND EQUIPMENT Property. plant and equipment At cost Less accumulated depreciation Less impairment Plant and equipment – under finance lease At cost Less accumulated depreciation Total property, plant and equipment Reconciliation Property, plant and equipment Carrying amount at beginning of period Additions Disposals Disposals - subsidiaries - Note 26 Depreciation expense Impairment expense (i) Plant and equipment – under finance lease Carrying amount at beginning of period Additions Disposals Depreciation expense	CONSOLIDATED 2009 2008 $’000 $’000 14,894 18,611 (2,299) (2,299) (4,139) (4,139) 8,456 12,173 614 2,062 (320) (320) 294 1,742 8,750 13,915 CONSOLIDATED 2009 2008 $’000 $’000 12,173 11,547 - 13,771 (106) (7,408) (3,611) - - (1,598) - (4,139) 8,456 12,173 1,742 1,198 - 1,147 (1,448) (285) - (318) 294 1,742	PARENT ENTITY 2009 2008 $’000 $’000 1,516 1,760 (676) (676) (608) (608) 232 476 40 618 (22) (169) 18 449 250 925 PARENT ENTITY 2009 2008 $’000 $’000 476 1,321 - 261 (244) (295) - - - (203) - (608) 232 476 449 617 - - (431) (43) - (125) 18 449	PARENT ENTITY 2009 2008 $’000 $’000 1,516 1,760 (676) (676) (608) (608) 232 476 40 618 (22) (169) 18 449 250 925 PARENT ENTITY 2009 2008 $’000 $’000 476 1,321 - 261 (244) (295) - - - (203) - (608) 232 476 449 617 - - (431) (43) - (125) 18 449
			476
			617 - (43) (125)
			449

Finance leases are secured over the related leased assets.

(i) Impairment of property, plant and equipment.

The Directors have assessed the recoverable amount of the mining plant and equipment based on industry information and research and was estimated for certain items of plant and equipment. The recoverable amount estimation was based on value in use and was determined at the cash-generating unit level. As a result of the change in economic circumstances and the subsequent appointment of an administrator (on 10 July 2008), an impairment loss of $4,139,000 in total was recognised as at 30 June 2008 to reduce the carrying amount of plant and equipment to recoverable amount.

52 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

12. DEFERRED EXPLORATION EXPENDITURE Opening balance Exploration expenditure Impairment of deferred exploration expenditure (i) Exploration expenditure acquired by way of asset acquisitions (Note 29) Disposal of exploration properties (Note 26)	CONSOLIDATED 2009 2008 $’000 $’000 27,135 30,302 3 - - (7,232) - 4,065 (5,639) - 21,499 27,135	PARENT ENTITY 2009 2008 $’000 $’000 - - - - - - - - - - - -	PARENT ENTITY 2009 2008 $’000 $’000 - - - - - - - - - - - -
			-

The ultimate recoupment of deferred exploration expenditure carried forward is dependent upon the successful development and exploitation, or alternatively sale, of the respective areas of interest at an amount greater than or equal to the carrying value.

(i) An impairment loss of $nil (2008: $7,232,000) by the consolidated entity, and $nil (2008: $nil) by the company on deferred exploration expenditure was recognised in the 2009 financial year. The 2008 impairment was as a result of the change in economic circumstances and the subsequent appointment of an administrator (on 10 July 2008). The impairment of deferred exploration expenditure related to the determination of the fair value of the tenements projects with reference to the recoverable value/sale of the projects. The impairment loss has been recognised in the income statement in the line item ‘impairment of deferred exploration expenditure’.

13. TRADE AND OTHER PAYABLES CURRENT Trade payables and accruals	CONSOLIDATED 2009 2008 $’000 $’000 25,264 21,360 25,264 21,360	PARENT ENTITY 2009 2008 $’000 $’000 5,375 2,946 5,375 2,946	PARENT ENTITY 2009 2008 $’000 $’000 5,375 2,946 5,375 2,946
			2,946

Trade creditors and accruals are non-interest bearing and generally settled on 30 day terms. As a result of the appointment of a Voluntary Administrator on 10 July 2008 all creditors were suspended and formed part of the subsequent creditor trusts under the Recapitalisation Deed settled on 26 February 2010.

53 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

14. INTEREST BEARING LOANS AND BORROWINGS CURRENT Finance lease (i) Unsecured loans (ii)	CONSOLIDATED 2009 2008 $’000 $’000 594 1,093 29,711 27,961 30,305 29,054	PARENT ENTITY 2009 2008 $’000 $’000 14 329 29,711 27,961 29,725 28,290	PARENT ENTITY 2009 2008 $’000 $’000 14 329 29,711 27,961 29,725 28,290
			28,290

(i) Finance leases are secured over the assets leased.

(ii) Unsecured loans are the principal amount outstanding on loans from related parties as detailed in Note 24. The terms and conditions . of the three creditors are as follows:
a. Territory Resources Limited - $24,461,000 unsecured with commercial interest charged.
b. India Resources Limited - $3,500,000 unsecured with commercial interest charged.
c. Crawley - $1,750,000 unsecured with no interest charged.

The Recapitalisation Deed settled on 26 February 2010, with $21,500,000 due for repayment by 26 February 2012 and the balance forming part of the subsequent creditor trusts and due for repayment by 26 February 2011.

15. PROVISIONS CURRENT Employee benefits NON-CURRENT Rehabilitation Opening balance Rehabilitation amount provided in current year Closing balance	CONSOLIDATED 2009 2008 $’000 $’000 35 438 4,148 3,348 - 800 4,148 4,148	PARENT ENTITY 2009 2008 $’000 $’000 3 438 - - - - - -	PARENT ENTITY 2009 2008 $’000 $’000 3 438 - - - - - -
			- -
			-

The Group makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis on the development of mines or installation of those facilities.

The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites. These provisions have been created based on Swan Gold’s internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for necessary decommissioning works required which will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future gold prices, which are inherently uncertain.

16. INTEREST BEARING LOANS AND BORROWINGS NON-CURRENT Finance leases Finance leases are secured over the assets leased.	CONSOLIDATED 2009 2008 $’000 $’000 633 2,066	PARENT ENTITY 2009 2008 $’000 $’000 4 419

54 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

17. CONTRIBUTED EQUITY (a) Share capital 198,988,649 (2008: 198,988,649) ordinary fully paid shares (b) Movements in ordinary share capital Balance 1 July 2007 Issue of shares Shares issued on acquisition of assets Exercise of options 1 for 3 share consolidation Issue of shares Shares issued on acquisition of assets Share issue costs Balance 30 June 2008 Issue of shares Exercise of options Share issue costs Balance 30 June 2009	CONSOLIDATED 2009 2008 $’000 $’000 137,474 137,474	PARENT ENTITY 2009 2008 $’000 $’000 137,474 137,474 Shares $’000 412,614,475 103,800 48,745,832 12,604 15,000,000 3,675 550,000 70 (318,382,810) - 39,950,760 18,978 510,392 - - (1,653) 198,988,649 137,474 - - - - - - 198,988,649 137,474	PARENT ENTITY 2009 2008 $’000 $’000 137,474 137,474 Shares $’000 412,614,475 103,800 48,745,832 12,604 15,000,000 3,675 550,000 70 (318,382,810) - 39,950,760 18,978 510,392 - - (1,653) 198,988,649 137,474 - - - - - - 198,988,649 137,474
			$’000 103,800 12,604 3,675 70 - 18,978 - (1,653)
			137,474 - - -
			137,474

Ordinary shares entitle the holder to participate in dividends in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote.

Effective 1 July 1998, the corporation’s legislation in place abolished the concepts of authorised capital and par value shares. Accordingly the parent entity does not have authorised capital or par value in respect of its issued shares.

Capital Management

When managing capital, management’s objective is to safeguard the entity’s ability to continue as a going concern as well as to maintain optimum returns to shareholders and benefits to other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management had appointed Voluntary Administrators in July 2008 and subsequently negotiated the recapitalisation in February 2010 in order to sustain these objectives. To ensure these objectives continue to be met, management have entered into a conditional agreement for the sale of the Carnegie and Mt Ida gold projects in August 2011. The details of the agreement are described in Note 2 (d).

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Management has no current plans to reduce the capital structure through a share buy-back.

The Group is not subject to any externally imposed capital restrictions.

55 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

18. RESERVES Option premium and share-based payments reserve Movements in share options Weighted average exercise price $ Balance 1 July 2007 0.35 Cancellation 0.40 Exercise of options 0.20 Share based payments 0.40 Issue of options to a director 0.40 1 for 3 share consolidation Issue of options June 2008 0.30 Expired 1.20 Share based payments (Share Purchase Plan) 0.25 Equity compensation expense Balance 30 June 2008 1.11 Expired 0.90 Expired 0.60 Expired 0.60 Balance 30 June 2009 As at year end the following options over ordinary fully paid shares were outstanding: - exercisable at $1.20 each on or before 6 August 2010 - exercisable at $0.60 each on or before 30 September 2010 - exercisable at $1.20 each on or before 30 September 2010 - exercisable at $1.20 each on or before 31 December 2010 - exercisable at $1.20 each on or before 23 February 2011 - exercisable at $1.20 each on or before 23 February 2012 - exercisable at $0.30 each on or before 30 June 2012	CONSOLIDATED AND PARENT ENTITY 2009 2008 $’000 $’000 4,823 4,823 Options $ ‘000 38,700,000 3,330 (1,000,000) - (550,000) - 5,000,000 390 2,500,000 233 (29,766,663) - 6,800,000 - (1,666,667) - 666,668 500 - 370 20,683,338 4,823 (500,000) - (933,334) - (666,668) - 18,583,336 4,823 Options 1,666,667 1,700,000 916,667 5,166,667 1,500,001 833,334 6,800,000 18,583,336	CONSOLIDATED AND PARENT ENTITY 2009 2008 $’000 $’000 4,823 4,823 Options $ ‘000 38,700,000 3,330 (1,000,000) - (550,000) - 5,000,000 390 2,500,000 233 (29,766,663) - 6,800,000 - (1,666,667) - 666,668 500 - 370 20,683,338 4,823 (500,000) - (933,334) - (666,668) - 18,583,336 4,823 Options 1,666,667 1,700,000 916,667 5,166,667 1,500,001 833,334 6,800,000 18,583,336
		$ ‘000 3,330 - - 390 233 - - - 500 370
		4,823 - - -
		4,823

The weighted average remaining contractual life for the share options outstanding as at 30 June 2009 is 1.7 years (2008: 2.7 years). The value attached to the options above relates only to the options that had vested as at balance date. The fair value of equity-settled share options granted is estimated as at the date of grant or service provided using a binomial model taking into account the terms and conditions upon which the options were granted.

56 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

18. RESERVES (continued)

The following table lists the inputs to the model used for the year ended 30 June 2008, as there were no movements in the options for the year ended 30 June 2009 except the expiration thereon:

Valuation date Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of options (years) Option exercise price ($) Weighted average share price at grant date	2008 2008 2008
	16.11.07 06.08.07 17.08.07 0 0 0 60 68 68 6.20 6.53 5.13 5.0 3.0 3.0 0.40 0.40 0.25 0.25 0.25 0.299

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

Nature and purpose of reserve

The option premium and share-based payment reserve represents the premium paid to the parent entity by option holders, the value of equity benefits provided to directors, employees as part of their remuneration and the value of services provided to the Group paid for by the issue of equity.

19. MINORITY INTERESTS Interest in: Share capital	CONSOLIDATED 2009 2008 $’000 $’000 42 42	PARENT ENTITY 2009 2008 $’000 $’000 - -

57 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

20. KEY MANAGEMENT PERSONNEL

(a) Compensation of key management personnel

Remuneration by category Key management personnel Short-term Post-employment Share-based payments	CONSOLIDATED PARENT ENTITY 2009 2008 2009 2008 $ $ $ $ 2,175,793 1,650,178 2,175,793 1,650,178 23,185 169,882 23,185 169,882 21,267 797,222 21,267 797,222
	2,220,245 2,617,282 2,220,245 2,617,282

(b) Option holdings of key management personnel (consolidated)

		Granted		Options				Balance vested and
	Balance at	as		exercised		Net change	Balance at	exercisable at
30 June 2009	1 July 2008	remuneration				other	30 June 2009	30 June 2009
*Directors*
M Kiernan	3,333,334		-		-	-	3,333,334	2,000,000
J Davis (i)	1,700,000		-		-	(1,700,000)	-	-
I Huitson (ii)	1,166,668		-		-	(1,166,668)	-	-
K Vuleta	1,166,668		-		-	(333,334)	833,334	833,334
P Botsis (iii)	-		-		-	-	-	-
D Humann (iv)	833,334		-		-	(833,334)	-	-
*Administrators*
C Munday (v)	-		-		-	-	-	-
B Hughes	-		-		-	-	-	-

(i) Mr Davis resigned on 1 August 2008.

(ii) Mr Huitson resigned on 30 January 2009.

(iii) Mr Botsis resigned on 14 July 2008.

(iv) Mr Humann resigned on 11 July 2008.

(v) Mr Munday retired on 30 January 2009.

Other changes during the year include effect upon resignation and expiration of options.

As a result of the Administrator’s appointment on 10 July 2008, during the year ended 30 June 2009 there were no individuals (other than the directors) who were responsible for the strategic direction and management of the consolidated entity, hence no executives are named above in respect of this period.

58 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

20. KEY MANAGEMENT PERSONNEL (continued)

		Granted	Options				Balance vested and
	Balance at	as	exercised		Net change	Balance at	exercisable at
30 June 2008	1 July 2007	remuneration			other	30 June 2008	30 June 2008
*Directors*
M Kiernan	10,000,000	-		-	(6,666,666)	3,333,334	2,000,000
A Quadrio	5,000,000	-		-	(5,000,000)	-	-
J Davis	5,100,000	-		-	(3,400,000)	1,700,000	1,133,333
I Huitson	2,500,000	333,334		-	(1,666,666)	1,166,668	750,000
K Vuleta	2,500,000	333,334		-	(1,666,666)	1,166,668	750,000
P Botsis	-	-		-	-	-	-
D Humann	-	2,500,000		-	(1,666,666)	833,334	833,334
J McKee	-	-		-	-	-	-
D Macoboy	2,500,000	-		-	(2,500,000)	-	-
M Etheridge	-	-		-	-	-	-
M Gill	-	-		-	-	-	-

Option holdings for the following directors is to their respective date of resignation - Mr Quadrio (resigned 25 January 2008), Mr Gill (appointed 12 November 2007 and resigned 10 March 2008), Mr McKee (resigned 16 November 2007), Dr Etheridge (resigned 30 July 2007), Mr Macoboy (resigned 1 July 2007).

Other changes during the year include share consolidation, on-market purchases, subscriptions under a share purchase plan, effect upon resignation, forfeiture and shares issued pursuant to the Share Entitlement Offer.

During the year ended 30 June 2008 there were no individuals (other than the directors) who were responsible for the strategic direction and management of the consolidated entity, hence no executives are named above in respect of this period.

(c) Shareholdings of key management personnel (consolidated) Shares in Swan Gold Mining Limited (number)

30 June 2009	Balance at	On the		Balance at
	1 July 2008	exercise of options	Net change other	30 June 2009
*Directors*
M Kiernan	14,977,849	-	-	14,977,849
J Davis (i)	93,508	-	(93,508)	-
I Huitson (ii)	358,334	-	(358,334)	-
K Vuleta	333,334	-	-	333,334
P Botsis (iii)	1,950,582	-	(1,950,582)	-
D Humann (iv)	-	-	-	-
*Administrators*
C Munday (v)	-	-	-	-
B Hughes	-	-	-	-

(i) Mr Davis resigned on 1 August 2008.

(ii) Mr Huitson resigned on 30 January 2009.

(iii) Mr Botsis resigned on 14 July 2008.

(iv) Mr Humann resigned on 11 July 2008.

(v) Mr Munday retired on 30 January 2009.

Other changes during the year include effect upon resignation.

59 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

20. KEY MANAGEMENT PERSONNEL (continued)

(c) Shareholdings of key management personnel (consolidated) Shares in Swan Gold Mining Limited (number)

30 June 2008	Balance at	On the		Balance at
	1 July 2007	exercise of options	Net change other	30 June 2008
*Directors*
M Kiernan	40,624,999	-	(25,647,150)	14,977,849
A Quadrio	125,000	-	(125,000)	-
J Davis	250,000	-	(156,492)	93,508
I Huitson	75,000	-	283,334	358,334
K Vuleta	-	-	333,334	333,334
P Botsis	4,815,781	-	(2,865,199)	1,950,582
D Humann	-	-	-	-
J McKee	-	-	-	-
D Macoboy	2,523,124	-	(2,523,124)	-
M Etheridge	312,500	-	(312,500)	-
M Gill	-	-	-	-

Shareholdings for the following directors are to their respective dates of resignation Mr Macoboy (1 July 2007), Dr Etheridge (30 July 2007), Mr McKee (16 November 2007), Mr Gill (10 March 2008) and Mr Quadrio (25 January 2008).

Except for equity issued as part of remuneration, all equity transactions with key management personnel have been entered into under terms and conditions no more favourable than those the consolidated entity would have adopted if dealing at arm’s length.

Loans to key management personnel

During the year ended 30 June 2008, Mr M Gill was loaned an amount of $500,000 pursuant to an employment agreement. This loan was advanced interest free and was to be forgiven at the rate of $100,000 for each year of service. At 30 June 2008 the balance outstanding was $500,000, of which $465,000 was subsequently recovered by the Administrator.

Pursuant to the Share Purchase Plan approved by shareholders on 14 August 2007, Mr Huitson and Mr Vuleta were advanced amounts of $250,000 each to acquire shares in the Company during the year ended 30 June 2008. Each loan is a limited recourse loan and is secured by a share mortgage over the shares acquired. Due to the limited recourse nature of the loan, for accounting purposes the issued shares are treated like options and the value of these options have been included as a Share Based Payment in the Remuneration Report. During the previous year these loan amounts were fully impaired. At 30 June 2009 the balance outstanding was nil.

There were no other loans to key management personnel during the financial year.

Other transactions with directors

Transactions during the year between the consolidated entity and directors or their director-related entities are set out in Note 24.

21. REMUNERATION OF AUDITORS Amounts paid or due and payable to the auditors for: Auditing or reviewing the financial report Taxation advisory services Other services	CONSOLIDATED 2009 2008 $ $ - 210,970 51,317 71,615 - 82,175 51,317 364,760	PARENT ENTITY 2009 2008 $ $ - 210,970 51,317 71,615 - 82,175 51,317 364,760	PARENT ENTITY 2009 2008 $ $ - 210,970 51,317 71,615 - 82,175 51,317 364,760
			364,760

60 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

ENDITURE COMMITMENTS Operating leases (non-cancellable) Minimum lease payments - not later than one year - later than one year but not later than five years	CONSOLIDATED 2009 2008 $’000 $’000 151 227 - 151 151 378	PARENT ENTITY 2009 2008 $’000 $’000 151 227 - 151 151 378	PARENT ENTITY 2009 2008 $’000 $’000 151 227 - 151 151 378
			378

22. EXPENDITURE COMMITMENTS

(a) Operating leases (non-cancellable) Minimum lease payments - not later than one year

Operating leases relate to office space and car parks.

(b) Finance leases

The consolidated entity has entered into finance leases for various items of plant and machinery. These leases have terms of renewal but no purchase terms or escalation clauses. Renewals are at the option of the entity that hold the lease. Future minimum lease payments under finance leases, together with the present value of the net minimum lease payments, are as follows:

Consolidated entity Within one year After one year but not more than five years Total minimum lease payments Less: Future finance charges Present value of minimum lease payments	CONSOLIDATED PARENT ENTITY 2009 2008 2009 2008 $’000 $’000 $’000 $’000 693 1,352 15 382 677 2,269 4 444
	1,370 3,621 19 826 (143) (462) (1) (78)
	1,227 3,159 18 748

(c) Capital expenditure commitments

Under the terms of mineral tenement licences held by the consolidated entity, minimum annual expenditure obligations of $5,400,000 (2008: $5,400,000) may be required to be expended during the forthcoming financial year in order for the tenements to maintain a status of good standing. This expenditure may be incurred by the consolidated entity or its joint venture partners and may be subject to variation from time to time in accordance with Department of Industry and Resources regulations.

23. SEGMENT INFORMATION

The consolidated entity operates predominantly in one business and geographical segment, being mineral exploration in Australia, and all of the assets of the consolidated entity are deployed for these purposes.

During the course of the financial year ended 30 June 2009, the consolidated entity remained under administration and was managed as one operating unit under the control of the Deed Administrator, Mr Bryan Hughes. The Group has determined a single operating segment is appropriate based on reports reviewed by the Administrator for making strategic decisions.

61 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

24. RELATED PARTIES

(a) Transactions with related parties

During the year the Company received $nil (2008: $9,500,000) from India Resources Limited, a company in which Mr M Kiernan, Mr D Humann and Mr A Quadrio are or were directors. During the year the Company entered into Administration and there was $nil (2008: $6,000,000) repaid during the year and $3,500,000 (2008: $3,500,000) of the principal and $519,773 (2008: $507,488) of accrued interest is outstanding at the date of this report.

During the year, the Company received $nil (2008: $56,333) from India Resources Limited, for the rental of office facilities on normal commercial terms, and $nil (2008: $192,029) for the provision of administrative services on normal commercial terms.

During the financial year, the Company paid $nil (2008: $31,509) to Ledge Finance Ltd, of which Mr P Botsis is a director and shareholder, for the provision of finance services on normal commercial terms.

During the financial year, the Company paid $nil (2008: $442,755) to Athena Capital Pty Ltd, of which Mr James Kiernan is a substantial shareholder, for the provision of capital management services on normal commercial terms.

(b) Transactions with other parties

During the year the Company received $nil (2008: $24,200,000) from Territory Resources Limited, a company in which Mr M Kiernan, Mr D Humann and Mr A Quadrio are or were directors. An amount of $nil (2008: $2,700,000) was repaid during the year and $21,500,000 (2008: $21,500,000) of the principal and $678,402 (2008: $678,402) of accrued interest is outstanding at the date of this report.

During the year an amount of $nil (2008: $2,961,000) was paid on behalf of the Company by Territory Resources Limited, a company in which Mr M Kiernan, Mr D Humann and Mr A Quadrio are or were directors. This amount was for replacement security bonds and was provided unsecured and was outstanding at the date of this report.

During the year Crawley Investments provided the Company with $1,750,000 in July 2008.

During the previous financial period, Swan Gold Mining Limited disposed of a property to Territory Resources Limited in Ventnor Avenue, West Perth for $7,700,000.

During the previous financial period Swan Gold Mining Limited issued shares to Territory Resources Limited on the following transactions; 5,750,000 shares on 22 February 2008 at a price of $0.50 per share, and 7,833,336 shares on 28 April 2008 at an issue price of $0.45 per share.

(c) Transactions with related parties in the wholly owned group

During the financial period, no unsecured loan advances were made between the parent entity and its controlled entities. Loan balances between the parent entity and its controlled entities are disclosed in the financial report of the parent entity. Intra-entity loan balances have been eliminated in the financial report of the consolidated entity.

Other transactions with directors and specified executives are set out in Note 20.

62 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

25. FINANCIAL INSTRUMENTS

(a) Financial Risk Management Policies and Objectives

The Group’s activities expose it to a variety of financial risks: market risk (including commodity risk), credit risk, liquidity risk, and interest rate risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance without limiting the Group’s potential upside.

The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to gold price risk and assessments of market forecasts for gold prices. Liquidity risk is measured through the development of rolling future cash flow forecasts at various gold prices.

Risk management is carried out by executive management with guidance from the Audit Committee under policies approved by the Board. The Board also provides regular guidance for overall risk management, including guidance on specific areas, such as mitigating commodity price, interest rate and credit risks where applicable.

Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below, including the setting of limits for any hedging coverage of gold, credit allowances, and future cash flow forecast projections.

(b) Net Fair Values

The carrying amounts of financial assets and financial liabilities recorded in the financial statements represent their respective amortised cost net of impairment. The fair value is not able to be readily determined due to the company being in administration at the balance date.

(c) Credit Risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Group’s maximum exposure to credit risk at reporting date in relation to each class of financial asset is the carrying amount of those assets as indicated in the balance sheet.

In relation to managing potential credit risk exposures, the Group has in place policies that aim to ensure that cash transactions are limited to high credit quality financial institutions and that the amount of credit exposure to any one financial institution is limited as far as is considered commercially appropriate.

(d) Interest Rate Risk

Interest rate risk represents the risk that the value of a financial instrument will fluctuate as a result of changes in market interest rates. The exposure of the consolidated entity to interest rate risk and the effective weighted average interest rate for classes of financial assets and liabilities is set out below.

63 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

25. FINANCIAL INSTRUMENTS (continued)

30 June 2009

Consolidated Financial assets Floating rate Cash Security deposits Fixed rate Sundry receivables (i) Total Financial liabilities Fixed rate Finance lease liability Floating rate Unsecured loans Total 30 June 2008 Consolidated Financial assets Floating rate Security deposits Fixed rate Sundry receivables Total Financial liabilities Fixed rate Finance lease liability Floating rate Unsecured loans Total	$’000 Parent Financial assets Floating rate 1,445 Cash 5,390 Security deposits Fixed rate - Sundry receivables 6,835 Total Financial liabilities Fixed rate 1,227 Finance lease liability Floating rate 29,711 Unsecured loans 30,938 Total $’000 Parent Financial assets Floating rate 6,215 Security deposits Fixed rate - Sundry receivables 6,215 Total Financial liabilities Fixed rate 3,159 Finance lease liability Floating rate 27,961 Unsecured loans 31,120 Total	$’000 24 3,258 -
		3,282 18 29,711
		29,729 $’000 3,258 -
		3,258 748 27,961
		28,709

The Group’s policy is to manage its exposure to interest rate risk by holding cash on short term, fixed rate deposits and variable rate deposits with reputable high credit quality financial institutions.

The Group constantly analyses its interest rate exposure. Consideration is given to potential renewals of existing positions, alternative financing and the mix of fixed and variable interest rates.

(i) Refer to note 27 for details.
64 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

25. FINANCIAL INSTRUMENTS (continued)

(e) Commodity Price Risk

The Group is exposed to movements in the gold price, although the exposure is not material.

Management, in conjunction with guidance from the Board, regularly reviews the need for gold derivatives. Management will continue to monitor movements in the gold price.

(f) Sensitivity Analysis

The following tables summaries the sensitivity of the Group’s financial assets and liabilities to interest rate risk. Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post tax profit and equity would have been affected as shown. The analysis has been performed on the same basis for 2009 and 2008.

30 June 2009 Financial assets Cash Security deposits Financial liabilities Unsecured loans Total increase/(decrease) 30 June 2008 Financial assets Security deposits Financial liabilities Unsecured loans Total increase/(decrease)	CONSOLIDATED Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 (15) - 15 - (54) - 54 - 297 - (297) - 228 - (228) - CONSOLIDATED Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 (62) - 62 - 280 - (280) - 218 - (218) -	PARENT Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 - - - - (33) - 33 - 297 - (297) - 264 - (264) - PARENT Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 (33) - 33 - 280 - (280) - 247 - (247) -	PARENT Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 - - - - (33) - 33 - 297 - (297) - 264 - (264) - PARENT Interest rate risk Interest rate risk -1% (i) +1% (i) Profit Equity Profit Equity $'000 $'000 $'000 $'000 (33) - 33 - 280 - (280) - 247 - (247) -
			(247) -

(i) The rate of 1% applied in the above analysis for 2008 and 2009 is based on management’s expected movement for the interest rate over the next financial year.

(g) Liquidity Risk

The consolidated entity’s objective is to maintain a balance between continuity of funding and flexibility through the use of loans and equity raisings.

Management and the Board monitor the Group’s liquidity reserve on the basis of expected cash flow. The information that is prepared by senior management and reviewed by the Board includes:

a. Annual cash flow budgets;
b. Three year cash flow forecasts; and
c. Monthly rolling cash flow forecasts.

During the year ended 30 June 2009, the Group and the Company were under administration. Refer to Note 2(d) for detailed discussions regarding the Company and Consolidated entity’s ability to continue to operate as a going concern.

65 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

25. FINANCIAL INSTRUMENTS (continued)

30 June 2009 Consolidated Financial liabilities Fixed rate Trade payables Finance lease liability Unsecured loans Total 30 June 2009 Parent Financial liabilities Fixed rate Trade payables Finance lease liability Unsecured loans Total 30 June 2008 Consolidated Financial liabilities Fixed rate Trade payables Finance lease liability Unsecured loans Total Weighted average effective interest rate 30 June 2008 Parent Financial liabilities Fixed rate Trade payables Finance lease liability Unsecured loans Total Weighted average effective interest rate	Maturing Total < 1 year 1 to 5 years $’000 $’000 $’000 25,264 - 25,264 693 677 1,370 29,711 - 29,711
	55,668 677 56,345 Maturing Total < 1 year 1 to 5 years $’000 $’000 $’000 5,375 - 5,375 14 4 18 29,711 - 29,711
	35,100 4 35,104 Maturing Total < 1 year 1 to 5 years $’000 $’000 $’000 21,360 - 21,360 1,093 2,066 3,159 27,961 - 27,961
	50,414 2,066 52,480 6.8% 10.2% Maturing Total < 1 year 1 to 5 years $’000 $’000 $’000 2,946 - 2,946 329 419 748 27,961 - 27,961
	31,236 419 31,655 10.7% 10.2%

66 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

26. INVESTMENTS IN CONTROLLED ENTITIES

	Country of	Class	Equity	holding
Name of entity	incorporation	of shares	2009	2008
			%	%
Monarch Nickel Pty Ltd	Australia	Ordinary	100	100
Monarch Gold Pty Ltd	Australia	Ordinary	80	80
Davyhurst Gold Pty Ltd	Australia	Ordinary	100	100
Minjar Gold Pty Ltd(1)	Australia	Ordinary	-	100
Siberia Mining Corporation Pty Ltd(2)	Australia	Ordinary	100	100
Mt Ida Gold Pty Ltd	Australia	Ordinary	100	100
Mount Magnet Gold Pty Ltd(3)	Australia	Ordinary	-	100
Controlled entities of Siberia Mining Corporation Pty Ltd
Ida Gold Operations Pty Ltd	Australia	Ordinary	100	100
Pilbara Metals Pty Ltd	Australia	Ordinary	100	100
Siberia Gold Operations Pty Ltd	Australia	Ordinary	100	100

(1) Subsidiary was disposed effective 25 March 2009, refer below.

(2) Converted to a proprietary limited company and changed its name on 20 July 2006.

(3) Company placed into voluntary liquidation on 19 December 2008.

Disposal of Minjar Gold Pty Ltd

On 25 March 2009, the Administrator sold 100% of subsidiary Minjar Gold Pty Ltd to Golden Stallion Resources Pty Ltd for the consideration of $9,250,000, including a deferred consideration component of $3,250,000 that has subsequently been received.

*Written down value of Minjar Gold assets:* Plant and equipment Deferred exploration expenditure *Proceeds:* Deposit paid 27 March 2009 Final payment 31 December 2009 Deferred consideration, receivable prior to 26 February 2010 Loss on disposal of subsidiary	CONSOLIDATED $’000 3,611 5,639
	9,250 1,000 5,000 3,250
	9,250 Nil

Loss on disposal of subsidiary

67 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

27. INTERESTS IN JOINT VENTURES

The consolidated entity entered into a joint venture arrangement with Kingsday Holdings Pty Ltd for the operation of the Mt Ida Excluded Area joint venture. Under the agreement Swan Gold retains a 70% interest in the asset. The consolidated entity contributes 100% of the funding of the joint venture with the other participant’s share repayable from the gold production of the asset. Swan Gold will be paid interest on the funds used and in relation to the other participant’s share of costs at a rate of 30% per annum during periods where mining operations are accruing on the Mt Ida Excluded Area. The face value of the amount repayable as at 30 June 2009 is $4.991 million with an applicable notional interest rate of 30%, subject to an interest free period of 20 months when Swan Gold had yet to recommence mining operations. This balance was fully impaired during the year as the recovery of this balance is dependent on gold production and remains uncertain.

The joint venture has no contingent liabilities nor capital commitments.

28. CONTINGENT LIABILITIES

There were no contingent liabilities identified as at 30 June 2009.

29. ASSET ACQUISITION

Acquisition of Riverina Project

In February 2008, the consolidated entity completed the acquisition of the Riverina gold project. The project is located in Western Australia and consists of the Riverina ore body and associated granted mining leases, prospecting licenses and exploration licenses and contains Indicated and Inferred gold resources totalling 1.64 million tonnes @ 3.8g/t Au for 200,000 ounces. The total cost of the asset acquisition was $4,009,000 to be paid by the issue of 15,000,000 fully paid ordinary shares and 5,000,000 options.

The fair value of the identifiable assets of the Riverina gold project as at the date of the acquisition are:

Deferred exploration expenditure *Cost of the acquisition:* Share based payment – fully paid shares Share based payment – options	CONSOLIDATED Recognised on acquisition $’000 4,065
	4,065
	3,675 390
	4,065

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SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

30. CASH FLOW STATEMENT a) Reconciliation of cash Cash balances comprise: Cash at bank For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. b) Reconciliation of net cash outflow from operating activities to loss after income tax Loss after income tax Deferred exploration expenditure written-off Share-based payments Depreciation and amortisation Allowance for non-recovery of loans Impairment of investments in subsidiaries Allowance for doubtful debts Impairment of available for sale financial assets (Gain)/loss on disposal of property, plant and equipment Impairment of fixed assets Impairment of exploration expenditure Impairment of receivables Net loss on release of net liabilities Changes in operating assets and liabilities (Increase)/decrease in receivables Increase/(decrease) in payables (Increase)/decrease of prepayments Increase/(decrease) of provisions (Increase)/decrease of inventory (Increase)/decrease in deferred tax activities Net cash outflow from operating activities	CONSOLIDATED 2009 2008 $’000 $’000 1,445 - (11,811) (87,277) - 27,060 - 659 - 1,916 - - - - - 705 37 - (2) (1,565) - 4,139 - 7,232 1,307 3,684 765 - (371) (1,071) 6,072 15,187 13 145 (403) 883 967 (935) - - (3,426) (29,238)	PARENT ENTITY 2009 2008 $’000 $’000 24 - (11,811) (95,513) - - - 659 - 328 (8,013) 73,827 15,841 - 14 535 37 - (7) (5) - 608 - - - - 765 - 504 (1,166) 415 (225) 13 93 (435) 276 - - - 10,775 (2,677) (9,808)	PARENT ENTITY 2009 2008 $’000 $’000 24 - (11,811) (95,513) - - - 659 - 328 (8,013) 73,827 15,841 - 14 535 37 - (7) (5) - 608 - - - - 765 - 504 (1,166) 415 (225) 13 93 (435) 276 - - - 10,775 (2,677) (9,808)
			(95,513) - 659 328 73,827 - 535 - (5) 608 - - - (1,166) (225) 93 276 - 10,775
			(9,808)

Non-cash financing and investing activities

During the financial year the consolidated entity acquired plant and equipment with an aggregate fair value of $nil (2008: $1,147,000), by means of finance leases.

69 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

31. EARNINGS PER SHARE Loss used in the calculation of basic earnings per share Weighted average number of ordinary shares on issue used in the calculation of basic earnings per share Effect of dilution: Share options Weighted average number of ordinary shares on issue adjusted for the effect of dilution	CONSOLIDATED 2009 2008 $’000 $’000 (11,811) (87,277) Number Number 198,988,649 163,200,855 nil nil 198,988,649 163,200,855	CONSOLIDATED 2009 2008 $’000 $’000 (11,811) (87,277) Number Number 198,988,649 163,200,855 nil nil 198,988,649 163,200,855
		163,200,855

Options granted to employees including Key Management Personnel are considered to be potential ordinary shares and have been considered in the determination of diluted earnings per share to the extent they are dilutive.

There are no options excluded from the calculation of diluted earnings per share that could potentially dilute basic earnings per share because they are anti-dilutive for either of the periods presented. Total anti-dilutive options as at 30 June 2009 was 18,583,336 (2008: 20,683,338).

There is no impact of dilutive shares as the consolidated entity made a loss for the year, hence any dilution would reduce the loss per share. Diluted earnings per share is therefore the same as basic loss per share.

The following movements in ordinary shares and options occurred subsequent to balance date: On 26 February 2010, pursuant to the Recapitalisation Deed -

(a) 300,000,000 fully paid ordinary shares were allotted and issued to Stirling Gold Pty Ltd,

(b) 100,000,000 options were allotted and issued to Stirling Gold Pty Ltd,

(d) 35,000,000 fully paid ordinary shares were allotted and issued to Crawley Investments Pty Ltd.

At various dates subsequent to 30 June 2009 and up to the signing of this report a total of 18,583,336 options also lapsed or expired.

There were no other movements in ordinary shares and options which occurred subsequent to balance date.

70 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

32. SUBSEQUENT EVENTS

Effective on this date Monarch Group Mining Company Ltd was re-named “Swan Gold Mining Limited” and Davyhurst Gold Pty Ltd was re-named “Carnegie Gold Pty Ltd.”

At this time, the Receivers and Managers representing Territory Resources Limited (“Territory”) retired and Territory’s charge was accordingly released.

Also at this time, charges were granted in favour of the Trusts governing the Group assets in order to secure the instalments due, pursuant to the Recapitalisation Deed.

The main conditions of the agreement which is subject to shareholder and regulatory approval, as necessary, will see:

DCM acquire the debt and associated rights of the Mt Ida Trust for $1,000,000;
DCM pay a total amount of $10,000,000 to the Group Trust with $1,000,000 payable upon signing of the agreement and $9,000,000 payable within 6 months;
Under separate arrangement DCM acquire the debt and associated rights of the Territory Trust of $6,700,000;
All debts due by Swan to the Mt Ida Trust, Group Trust, Territory Trust and Stirling Resources Ltd be extinguished by DCM at settlement;
Amounts to be paid to Swan of $5,000,000 at settlement;
All shareholdings held by Stirling, Territory Resources Limited and DCM in Swan be cancelled at settlement;
DCM fund the ongoing operations of Swan until the transaction is completed; and
Settlement due on or before 31 March 2012. Whilst this date has passed, the Share Sale Agreement remains in force and DCM have confirmed in writing that it will continue basic operational funding of Swan in accordance with the agreement.

The agreement does not become binding until the following conditions precedent are met:

(a) the Financial Investment Review Board (FIRB) Condition has been satisfied;
(b) the Vendor procuring all necessary third party consents to the Transaction (if any) and providing the Purchaser with a copy of such consents;
(c) the Vendor obtaining all necessary shareholder approvals required by the Corporations Act and the Listing Rules in relation to the Transaction;
(d) the Vendor obtaining the approval (by way of a deed or otherwise) of MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(e) completion of the assignment of the Mt Ida Debt and Mt Ida Securities from MGMC as trustee for the Mt Ida Trust to the Purchaser in accordance with the Mt Ida Assignment Deed;
(f) an agreement is executed between the Purchaser and Territory Resources Limited, in its capacity as beneficiary under the Territory Trust pursuant to which the Territory Resources Limited will assign to the Purchaser and the Purchaser will take an assignment of all Territory Resources Limited’s rights and interests as beneficiary under the Territory Trust;
(g) an agreement is executed between Stirling and the Vendor pursuant to which Stirling agrees to cancel the Stirling Debt, for no consideration, upon Settlement occurring; and
(h) each of Territory, Stirling and the Purchaser (and each of their Related Bodies Corporate) agreeing to cancel all of their shares held in Swan, subject to Settlement occurring on 3 May 2012, the Company announced to the ASX, that following extensive negotiations, a binding Terms Sheet had been entered into by Swan, DCM DECOmetal GmbH (DCM) and Investmet Limited and/or its nominees (“Investmet”), with the execution of a formal agreement, being the Restructure Deed, on 16 May 2012.

71 -

AND CONTROLLED ENTITIES

SWAN GOLD MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

32. SUBSEQUENT EVENTS (Continued)

Limited and/or its nominees (“Investmet”), with the execution of a formal agreement, being the Restructure Deed, on 16 May 2012 (“the Investmet transaction”). Investmet has advised it intends to recapitalize Swan and provide sufficient funding to complete a review into recommencement of operations at the Carnegie and Mt Ida gold projects, including amongst other items thorough geological and economic reviews of resources, project data, exploration activities as required, and mine planning.

The main terms and conditions of the Restructure Deed are as follows:

Swan will conduct a share placement to sophisticated investors to raise working capital of a minimum of $7,500,000 by the issue of new ordinary shares at $0.02 effective on completion of the transaction (Completion). The issue will be fully underwritten by Investmet on terms reasonably satisfactory to Investmet and the Company;
DCM will transfer 39,849,657 Swan shares to Investment in consideration for a cash payment by Investmet to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust;
The Group Trustee will transfer 134,483,578 Swan shares to Investmet as consideration for the payment by Investmet to the Group Trust of $10,000,000; the payment will also extinguish all claims by the Group Trust under the recapitalization deed;
Investmet will pay $144,240 to the Trustee of the Group Trust on behalf of Swan to repay the loan made by the Trustee to Swan. Swan agrees to repay Investmet on interest free terms $144,240 within two business days of a written demand by Investmet.
Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security is to be granted by Swan as required to Investmet;
DCM to fund ongoing operations of Swan until Completion; and
The Conditions of the Restructure Deed are to be satisfied or waived on or before 31 October 2012, with the exception of shareholder and regulatory approvals, and Loan Syndicate Arrangements which are to be finalised by 31 December 2012. Beyond these dates an alternative restructure or extension period are to be negotiated in good faith, but should no agreement be made within 5 Business Days then either party may terminate the Deed without incurring any liability.

The Conditions for Completion to occur includes amongst other items:

Agreement on documentation relating to Investmet’s funding arrangements;
The share sale agreement between Swan and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party;
The Recapitalisation Deed between Swan, Stirling Resources Ltd and others dated 21 June 2009 (as amended) being terminated on Completion with no further liability for Swan;
Any plaint proceedings relating to the tenements of Swan and its subsidiaries are to be discontinued or withdrawn on terms satisfactory to Investmet by 31 October 2012. Investmet may immediately terminate if it considers that the plaint condition will, or may, not be satisfied by 31 October 2012; and
All necessary shareholder, third party or regulatory approvals;

72 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS’ DECLARATION

In accordance with a resolution o f the directors of Swan Gold Mining Limited, I state that:

In the opinion of the directors:

a. The financial statements, notes and the additional disclosures included in the directors’ report designed as audited, of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

i. Giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date.

ii. Complying with Accounting Standards and Corporations Regulations 2001.

b. Subject to the matters disclosed in Note 2(d), there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2009.

On behalf of the board

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D Delaney Director

Perth, Western Australia 19 October 2012

73 -

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Independent audit report to members of Swan Gold Mining Limited

Report on the Financial Report

We have audited the accompanying financial report of Swan Gold Mining Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance 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 our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit we have met the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

H:\GBuckingham\Swan Gold Mining Limited\009 YE09 SWA Audit Report Jun 2009 Elec.docx

GB:KE:SWA:009

Liability limited by a scheme approved under Professional Standards Legislation

Auditor’s Opinion

In our opinion:

the financial report of Swan Gold Mining Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the financial position of Swan Gold Mining Limited and the consolidated entity at 30 June 2009 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
the financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Material Uncertainty Regarding Continuation as a Going Concern

Without qualifying our opinion, we draw attention to Note 2(d) in the financial report. As a result of the matters described in Note 2(d), there is significant uncertainty whether the company and consolidated entity will continue as a going concern, and therefore whether the company and consolidated entity will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the company and/or the consolidated entity not continue as a going concern.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the year ended 30 June 2009. 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.

Auditor’s Opinion

In our opinion the Remuneration Report of Swan Gold Mining Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001 .

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Ernst & Young

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G A Buckingham Partner Perth 19 October 2012

GB:KE:SWA:009

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE STATEMENT

The Board has adopted the spirit and intent of the “Corporate Governance Principles and Recommendations with 2010 Amendments” (ASX Principles) of the ASX Corporate Governance Council. The Council has recognised that these principles and recommendations do not contain a “one size fits all” solution and the Company has adopted what it considers good corporate governance relevant to its circumstances. A table has been included at the end of this statement detailing the Company’s compliance with the best practice recommendations.

A description of the Company’s main corporate governance practices is set out below. These practices, unless otherwise stated, were in place for the entire financial year. Copies of relevant corporate governance policies are available in the corporate governance section of Company’s website at www.swangoldmining.com.au

Board of Directors

The Board is responsible for guiding and monitoring the Company on behalf of shareholders by whom they are elected and to whom they are accountable. The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of shareholders. Day to day management of the Company’s affairs and the implementation of corporate strategies and policy initiatives are formally delegated by the Board to the Executive Director and senior executives, as set out in the Company’s Board charter.

Board composition

The Board charter states that:

the Board is to comprise an appropriate mix of both executive and non-executive directors.
the roles of Chairman and Executive Director are not combined.
the Chairman is elected by the full Board and is required to meet regularly with the Executive Director.

Board members should possess complementary business disciplines and experience aligned with the Company’s objectives, with a number of directors being independent and where appropriate, major shareholders and executives are being represented on the Board. Consequently, at various times there may not be a majority of directors classified as being independent, according to ASX guidelines. However, where any director has a material personal interest in a matter, the director will not be permitted to be present during discussions or to vote on the matter.

Directors’ independence

Having regard to the share ownership structure of the Company, it is considered appropriate by the Board that a major shareholder may be represented on the Board. Mr Martin Depisch, Dr Gerhard Kornfeld and Mr Thomas Styblo are nominee Directors of DCM DECOmetal GmbH, while Mr Damian Delaney, Mr Peter Farris and Mr Michael Fotios are nominee Directors of Invetment Limited, who has signed the Restructure Deed for the proposed restructure and recapitalisation of the Company. Such appointment would not be deemed to be independent under ASX guidelines, however, the Company considers this satisfactory in the Company’s current position, pending restructure and recapitalisation.

The Chairman is expected to bring independent thought and judgement to his role in all circumstances. Where matters arise in which there is a perceived conflict of interest, the Chairman must declare his interest and abstain from any consideration or voting on the relevant matter.

The Board has adopted ASX recommended principles in relation to the assessment of directors’ independence. Financial materiality thresholds used in the assessment of independence are set at 10% of the annual gross expenditure of the Company and/or 25% of the annual income or business turnover of the director.

Board performance review

The Board has adopted a formal process for an annual self assessment of its collective performance and the performance of individual directors. The Board is required to meet annually with the purpose of reviewing the role of the Board, assessing its performance over the previous 12 months and examining ways in which the Board can better perform its duties. Due to changes in the composition of the Board during the period, no formal assessment was undertaken during the year ended 30 June 2012. It is anticipated this review will take place following completion of the restructure and recapitalisation process.

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SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE STATEMENT (continued)

Trading in Company securities by directors, officers and employees

Trading of shares is covered by, amongst other things, the Corporations Act and the ASX Listing Rules. The Board has established a Securities Trading Policy that establishes strict guidelines as to when a Director, officer or an employee can deal in Company securities. The policy prohibits trading in the Company’s securities whilst the Director, officer or employee is in the possession of price sensitive information or the Company is in a closed period, as defined.

The Company prohibits Directors and employees from entering into transactions in associated products which limit the economic risk of participating in the unvested entitlements under any equity based remuneration schemes.

For details of shares held by Directors please refer to the Directors’ Report in these Financial Statements.

The Company’s Securities Trading Policy can be found on the Company’s website.

Independent advice

A director is free to seek independent professional advice at the Company’s expense concerning any aspect of his duties about which he feels obliged. There have been no instances of this recently.

General risk management

The Company conducts a regular annual review of its insurance requirements, coupled with implementation of insurance from time to time to cover specific projects or specific locations.

Shareholder communication

The board aims to ensure that shareholders and investors have equal access to the Company’s information. The Company has policies and procedures designed to ensure compliance with ASX Listing Rules. This disclosure policy includes identification and recognition of matters which may have a material effect on the price of the Company’s shares and notifying them to ASX. The Company also has in place a strategy to disseminate information to shareholders and encourage effective participation at shareholder meetings, as well as to communicate material to regulatory authorities and the broader community.

Review of corporate governance

The Board has reviewed its current practices in light of the ASX Principles, with a view to making amendments where applicable, after taking into account the Company’s size and the resources it has available. As the Company’s activities develop, further consideration will be given to increasing the size of the Board and the implementation of additional governance committees.

Diversity

The Company has established a Diversity Policy having regard to the suggestions set out in the ASX Principles. The Diversity Policy covers gender, age, ethnicity and cultural background. It includes a requirement that the Board establish measurable objectives for achieving gender diversity, with progress in achieving these objectives assessed annually by the Board. Due to the current nature and scale of the Company’s activities, the Board has not established measurable objectives for achieving gender diversity but will review this position on a regular basis going forward. At the date of this report the company has 7 employees and 3 employees are women. There are no female Directors on the Board.

77 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

CORPORATE GOVERNANCE STATEMENT (continued)

ASX Best Practice Recommendations

The table below identifies the ASX Best Practice Recommendations and whether or not the Company has complied with the recommendations during the reporting period:

Principle	Action taken and reasons if not adopted
*Principle 1: Lay solid foundation for management and oversight* 1.1 Formalise and disclose the functions reserved to the Board and those delegated to management 1.2 Disclose the process for evaluating the performance of directors 1.3 Provide the information indicated in the Guide to reporting on Principle 1	Adopted
*Principle 2: Structure the Board to add value* 2.1 A majority of the Board should be independent 2.2 The chairperson should be an independent director 2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual 2.4 The Board should establish a nomination committee 2.5 Disclose the process for evaluating the performance of the Board, its committees and individual directors 2.6 Provide the information indicated in Guide to reporting on Principle 2	Adopted except: 2.1 The Company comprises six directors, none of whom are considered independent. The Company intends to revisit Director independence following completion of the proposed restructure and recapitalisation as announced on 3 May 2012. 2.2 The current Chairman is Mr Martin Depisch who is not considered independent. Notwithstanding that the current Chairman does not meet the requirements of ASX Principle 2, the Board considers that the current Chairman possesses an appropriate level of expertise and can make quality judgements in the best interest of the Company on all relevant issues. 2.4. The Board considers that the Company is not currently of a size to justify the formation of a Nomination Committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors.
*Principle 3: Promote ethical and responsible decision making* 3.1 Establish a code of conduct to and disclose the code or a summary of the code as to: 3.1.1 the practices necessary to maintain confidence in the Company’s integrity 3.1.2 the practices necessary to take into account their legal obligations and reasonable expectations of their stakeholders 3.1.3 The responsibility and accountability of individuals for reporting and investigating reports of unethical practices 3.2 Companies should establish a policy concerningtrading in the Company’s securities by directors, officers and employees. 3.3 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. 3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation,women in senior executivepositions	Adopted excepted: 3.3 While the company has established a Diversity Policy as recommended, due to the current nature and scale of the Company’s activities, the Company has not established the measureable objectives and has therefore reported on progress on achieving these objectives. 3.5 Due to its nature the Board has not yet set measureable objectives, or reported progress against those objectives.

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AND CONTROLLED ENTITIES

and women on the board. 3.5 Provide the information indicated in Guide to Reportingon Principle 3
*Principle 4: Safeguard integrity in financial reporting* 4.1 The Board should establish an Audit Committee 4.2 Structure the audit committee so that it consists of:  Only non-executive directors  A majority of independent directors  An independent chairperson who is not the chairperson of the Board  At least three members 4.3 The audit committee should have a formal operating charter 4.4 Provide the information indicated in Guide to reporting on Principle 4	Not Adopted: 4.1. The Board considers that the Company is not of a size, nor are its financial affairs of such complexity to justify the formation of an Audit Committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems. When the Company has grown to a sufficient size to warrant it, the Board intends to establish an Audit Committee to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance.
*Principle 5: Make timely and balanced disclosure* 5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance 5.2 Provide the information indicated in the ‘Guide to reporting on Principle 5’	Adopted
*Principle 6: Respect the rights of shareholders* 6.1 Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings 6.2 Provide the information indicated in Guide to reporting on Principle 6	Adopted
*Principle 7: Recognize and manage risk* 7.1 Establish and disclose policies for the oversight and management of material business risks 7.2 The Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. 7.3 The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Adopted except: 7.3 While the executives assess, analyse and report to the Board on risk, the Board is yet to establish a formal risk management and reporting policy

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AND CONTROLLED ENTITIES

Principle 8: Encourage enhanced performance

8.1 The Board should establish a Remuneration Committee 8.2 The Remuneration Committee should be structured so that it:  consists of a majority of independent Directors;  is chaired by an independent Director; and  has at least 3 members.
8.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives
8.4 Provide the information indicated in Guide to reporting on Principle 8
Adopted except: 8.1 and 8.2 The Board considers that the Company is not currently of a size, nor are it’s affairs of such complexity to justify the formation of a Remuneration Committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company and considers is more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a Remuneration Committee.
80 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

TENEMENT SCHEDULE

Lease	Project	Status	Application Date	Grant Date	Expiry Date	Area	Swan Gold Interest	Registered Holder
E45/2367	Siberia	Application	17/12/2001				100%	Siberia Mining Corporation PtyLtd *
L16/102	Siberia	Application	11/09/2012				100%	Siberia Mining Corporation PtyLtd *
L16/103	Siberia	Application	11/09/2012				100%	Siberia Mining Corporation PtyLtd *
P16/2774	Siberia	Application	29/06/2012				100%	Siberia Mining Corporation PtyLtd *
P16/2775	Siberia	Application	29/06/2012				100%	Siberia Mining Corporation PtyLtd*
E16/0252	Siberia	Granted	14/12/2000	28/03/2002	27/03/2013	10 Blocks	100%	Leviathan Resources Ltd **
E16/0276	Siberia	Granted	18/03/2002	2/05/2008	1/05/2013	5 Blocks	100%	Siberia Mining Corporation PtyLtd *
E16/0327	Carnegie	Granted	29/12/2005	11/10/2006	10/10/2013	1 Blocks	100%	Monarch Gold Mining Co Limited
E16/0332	Carnegie	Granted	19/07/2006	28/05/2007	27/05/2017	25 Blocks	100%	Davyhurst Gold PtyLtd *
E16/0337	Carnegie	Granted	7/12/2006	9/04/2008	8/04/2013	4 Blocks	100%	Davyhurst Gold PtyLtd *
E16/0343	Siberia	Granted	2/02/2007	26/03/2008	25/03/2013	17Blocks	100%	Leviathan ResourcesLtd**
E16/0344	Siberia	Granted	2/02/2007	29/04/2008	28/04/2013	16 Blocks	100%	Siberia Mining Corporation PtyLtd *
E16/0346	Siberia	Granted	29/03/2007	12/03/2008	11/03/2013	3 Blocks	100%	Siberia Mining Corporation PtyLtd *
E16/0347	Siberia	Granted	29/03/2007	12/03/2008	11/03/2013	1 Blocks	100%	Siberia Mining Corporation PtyLtd *
E16/0355	Carnegie	Granted	5/11/2007	12/11/2008	11/11/2013	2 Blocks	100%	Davyhurst Gold PtyLtd *
E16/0400	Carnegie	Granted	19/05/2010	6/07/2011	5/07/2016	11 Blocks	100%	Carnegie Gold PtyLtd *
E16/0412	Siberia	Granted	26/10/2010	6/07/2011	5/07/2016	5 Blocks	100%	Siberia Mining Corporation PtyLtd *
E16/0413	Carnegie	Granted	26/10/2010	18/08/2011	17/08/2016	1 Blocks	100%	Carnegie Gold PtyLtd *
E16/0414	Carnegie	Granted	26/10/2010	18/08/2011	17/08/2016	1 Blocks	100%	Carnegie Gold PtyLtd *
E24/0150	Carnegie	Granted	30/08/2006	5/06/2007	4/06/2013	3 Blocks	100%	DavyhurstGoldPtyLtd*
E29/0561	Mt Ida	Granted	19/03/2004	9/09/2008	8/09/2013	9 Blocks	100%	International Petroleum Ltd **
E29/0640	Mt Ida	Granted	19/12/2006	24/06/2008	23/06/2013	69 Blocks	100%	International Petroleum Ltd **
E29/0641	Mt Ida	Granted	19/12/2006	24/06/2008	23/06/2013	1 Blocks	100%	International Petroleum Ltd **
E29/0642	Mt Ida	Granted	19/12/2006	23/09/2008	22/09/2013	22 Blocks	100%	International Petroleum Ltd **
E29/0643	Mt Ida	Granted	19/12/2006	23/09/2008	22/09/2013	1 Blocks	85%	International Petroleum Ltd **, Silvertree Nominees Pty Ltd(15%),
E29/0644	Mt Ida	Granted	19/12/2006	23/09/2008	22/09/2013	24 Blocks	85%	International Petroleum Ltd **, Silvertree Nominees Pty Ltd(15%),
E29/0647	Mt Ida	Granted	9/01/2007	17/11/2009	16/11/2014	5 Blocks	100%	International Petroleum Ltd **
E29/0657	Siberia	Granted	2/02/2007	21/09/2009	20/09/2014	2 Blocks	100%	Siberia Mining Corporation PtyLtd *
E29/0659	Mt Ida	Granted	6/02/2007	11/09/2008	10/09/2013	1 Blocks	100%	International Petroleum Ltd **
E29/0660	Mt Ida	Granted	6/02/2007	10/07/2008	9/07/2013	3 Blocks	100%	International Petroleum Ltd**
E30/0320	Carnegie	Granted	31/05/2006	20/05/2008	19/05/2013	11 Blocks	100%	Davyhurst Gold PtyLtd *
E30/0332	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	1 Blocks	100%	Barra Resources Ltd **
E30/0333	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	13 Blocks	100%	Barra Resources Ltd **
E30/0334	Carnegie	Granted	8/02/2007	21/04/2008	20/04/2013	2 Blocks	100%	Davyhurst Gold PtyLtd *
E30/0335	Carnegie	Granted	8/02/2007	19/12/2008	18/12/2013	68 Blocks	100%	Davyhurst Gold PtyLtd *

81 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

E30/0336	Carnegie	Granted	8/02/2007	2/07/2008	1/07/2013	70 Blocks	100%	Davyhurst Gold PtyLtd *
E30/0337	Carnegie	Granted	8/02/2007	22/09/2008	21/09/2013	70 Blocks	100%	Davyhurst Gold PtyLtd *
E30/0338	Carnegie	Granted	8/02/2007	20/05/2008	19/05/2013	67Blocks	100%	DavyhurstGoldPtyLtd*
L15/0223	Siberia	Granted	7/07/1999	10/01/2000	9/01/2021	19.9 Ha	100%	Siberia Mining Corporation PtyLtd *
L15/0224	Siberia	Granted	15/07/1999	10/01/2000	9/01/2021	163 Ha	100%	Siberia Mining Corporation PtyLtd *
L16/0058	Siberia	Granted	22/04/1999	13/12/1999	12/12/2020	114.8 Ha	100%	Siberia Mining Corporation PtyLtd *
L16/0062	Siberia	Granted	7/07/1999	13/12/1999	12/12/2020	42.8 Ha	100%	Siberia Mining Corporation PtyLtd *
L16/0068	Carnegie	Granted	20/08/1999	25/09/2009	24/09/2030	12.5 Ha	100%	Siberia Mining Corporation PtyLtd *
L16/0072	Carnegie	Granted	23/08/2001	13/06/2002	12/06/2023	7.14 Ha	100%	Davyhurst Gold PtyLtd *
L16/0073	Carnegie	Granted	23/08/2001	13/06/2002	12/06/2023	6.6 Ha	100%	Davyhurst Gold PtyLtd *
L16/0077	Siberia	Granted	23/12/2004	28/03/2006	27/03/2027	295.877 a	100%	Ida Gold Operations Pty Ltd **
L24/0085	Siberia	Granted	16/06/1987	27/10/1987	26/10/2017	12 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0098	Siberia	Granted	24/02/1988	7/04/1988	6/04/2013	1 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0099	Siberia	Granted	24/02/1988	7/04/1988	6/04/2013	1 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0100	Siberia	Granted	24/02/1988	7/04/1988	6/04/2013	3.9 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0101	Carnegie	Granted	4/03/1988	29/08/1988	28/08/2013	1 Ha	100%	Davyhurst Gold PtyLtd *
L24/0107	Siberia	Granted	14/06/1988	11/04/1989	10/04/2014	0.0625 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0115	Siberia	Granted	4/08/1988	25/10/1988	24/10/2013	1.041 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0123	Siberia	Granted	24/02/1989	1/08/1989	31/07/2014	3.293 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0124	Siberia	Granted	24/02/1989	1/08/1989	31/07/2014	0.61 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0127	Siberia	Granted	13/06/1989	27/09/1989	26/09/2014	1 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0128	Siberia	Granted	13/06/1989	27/09/1989	26/09/2014	1.61 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0170	Carnegie	Granted	14/11/1996	14/05/1997	13/05/2017	197.882 a	100%	Davyhurst Gold PtyLtd *
L24/0174	Carnegie	Granted	1/07/1997	22/12/1997	21/12/2012	98.376 Ha	100%	Davyhurst Gold PtyLtd *
L24/0188	Siberia	Granted	2/09/2003	4/11/2004	3/11/2025	47.76 Ha	100%	Siberia Mining Corporation PtyLtd *
L24/0189	Siberia	Granted	19/03/2004	1/03/2006	28/02/2027	4 Ha	100%	Siberia Mining Corporation PtyLtd *
L29/0034	Carnegie	Granted	24/02/1988	7/04/1988	6/04/2013	2.9 Ha	100%	Davyhurst Gold PtyLtd *
L29/0038	Carnegie	Granted	2/05/1988	11/04/1989	10/04/2014	1.69 Ha	100%	Davyhurst Gold PtyLtd *
L29/0040	Carnegie	Granted	8/07/1988	6/04/1989	5/04/2014	0.0625 Ha	100%	Davyhurst Gold PtyLtd *
L29/0071	Mt Ida	Granted	20/08/2003	14/10/2004	13/10/2025	15.4496 a	100%	International Petroleum Ltd **
L29/0072	Mt Ida	Granted	25/08/2003	14/10/2004	13/10/2025	52.77Ha	100%	International Petroleum Ltd **
L29/0074	Mt Ida	Granted	14/11/2007	4/09/2008	3/09/2029	89.18 Ha	100%	Mt Ida PtyLtd **
L30/0009	Carnegie	Granted	25/06/1987	27/10/1987	26/10/2017	48.4049 a	100%	Davyhurst Gold PtyLtd *
L30/0019	Carnegie	Granted	30/11/1987	25/10/1988	24/10/2013	6.4 Ha	100%	Davyhurst Gold PtyLtd *
L30/0021	Carnegie	Granted	1/02/1988	22/02/1989	21/02/2014	6.25 Ha	100%	Davyhurst Gold PtyLtd *
L30/0023	Carnegie	Granted	4/03/1988	29/08/1988	28/08/2013	1 Ha	100%	Davyhurst Gold PtyLtd *
L30/0035	Carnegie	Granted	1/07/1992	6/11/1992	5/11/2017	41.4 Ha	100%	Davyhurst Gold PtyLtd *
L30/0036	Carnegie	Granted	25/05/1994	24/04/1996	23/04/2016	13.7 Ha	100%	Davyhurst Gold PtyLtd *

82 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

L30/0037	Carnegie	Granted	6/12/1996	14/05/1997	13/05/2017	11 Ha	100%	Davyhurst Gold PtyLtd *
L30/0038	Carnegie	Granted	13/02/1997	8/01/1998	7/01/2013	146.63 Ha	100%	Carnegie Gold PtyLtd *
L30/0041	Carnegie	Granted	4/10/2000	7/11/2002	6/11/2023	21 Ha	100%	DavyhurstGoldPtyLtd*
L30/0043	Carnegie	Granted	21/08/2001	19/03/2002	18/03/2023	4.72 Ha	100%	Davyhurst Gold PtyLtd *
M16/0220	Carnegie	Granted	22/09/1994	27/03/2001	26/03/2022	385.05 Ha	100%	Davyhurst Gold PtyLtd *
M16/0262	Siberia	Granted	10/11/1995	12/03/1999	11/03/2020	989.35 Ha	100%	Siberia Mining Corporation PtyLtd *
M16/0263	Siberia	Granted	10/11/1995	12/03/1999	11/03/2020	999.15 Ha	100%	Siberia Mining Corporation PtyLtd *
M16/0264	Siberia	Granted	10/11/1995	12/03/1999	11/03/2020	990.95 Ha	100%	Siberia Mining Corporation PtyLtd *
M16/0268	Carnegie	Granted	18/12/1995	10/08/2001	9/08/2022	372.7 Ha	100%	Davyhurst Gold PtyLtd *
M16/0470	Carnegie	Granted	17/09/2002	9/12/2003	8/12/2024	576.95 Ha	100%	Davyhurst Gold PtyLtd *
M24/0039	Siberia	Granted	29/12/1983	16/01/1985	15/01/2027	745.75 Ha	100%	Robert Charles GARDNER ****
M24/0051	Siberia	Granted	28/05/1984	5/10/1984	4/10/2026	91.715 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0115	Siberia	Granted	17/10/1986	11/06/1987	10/06/2029	187.35 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0159	Siberia	Granted	15/06/1987	9/02/1988	8/02/2030	399.5 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0208	Siberia	Granted	3/11/1987	18/05/1988	17/05/2030	416.65 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0290	Siberia	Granted	30/09/1988	15/06/1989	14/06/2031	790.15 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0352	Siberia	Granted	7/09/1989	13/06/1990	12/06/2032	426.1 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0376	Siberia	Granted	15/06/1990	19/02/1991	18/02/2033	319.2 Ha	100%	Siberia Mining Corporation PtyLtd*
M24/0427	Siberia	Granted	20/10/1993	14/12/1993	13/12/2014	4.4515 Ha	100%	Siberia Mining Corporation PtyLtd*
M24/0633	Siberia	Granted	28/02/1997	20/04/2004	19/04/2025	42.945 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0754	Siberia	Granted	6/10/1998	11/01/1999	10/01/2020	4.85 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0755	Siberia	Granted	16/10/1998	28/11/2007	27/11/2028	164 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0830	Siberia	Granted	27/03/2000	30/08/2012	29/08/2033	9.8019 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0845	Siberia	Granted	22/09/2000	25/03/2004	24/03/2025	897 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0846	Siberia	Granted	22/09/2000	25/03/2004	24/03/2025	607 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0847	Siberia	Granted	22/09/2000	25/03/2004	24/03/2025	812 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0848	Siberia	Granted	22/09/2000	25/03/2004	24/03/2025	789 Ha	100%	Siberia Mining Corporation PtyLtd *
M24/0862	Carnegie	Granted	23/08/2001	3/09/2007	2/09/2028	113.1 Ha	100%	Neil Edward NEWMAN **
M24/0916	Carnegie	Granted	25/05/2005	1/02/2011	31/01/2032	544 Ha	100%	Heron Resources Ltd **
M29/0002	Mt Ida	Granted	16/04/1982	22/12/1982	21/12/2024	382.85 Ha	100%	International Petroleum Ltd **
M29/0165	Mt Ida	Granted	20/06/1994	21/12/1994	20/12/2015	160 Ha	95%	Cape Lambert Iron Ore Ltd **, Stuart Leslie HOOPER (5%),
M30/0001	Carnegie	Granted	7/09/1982	9/05/1984	8/05/2026	7.089Ha	100%	DavyhurstGoldPtyLtd*
M30/0005	Carnegie	Granted	20/12/1983	22/10/1985	21/10/2027	659.85 Ha	100%	Davyhurst Gold PtyLtd *
M30/0007	Carnegie	Granted	22/12/1983	27/06/1984	26/06/2026	472.35 Ha	100%	Davyhurst Gold PtyLtd *
M30/0016	Carnegie	Granted	29/05/1985	16/12/1986	15/12/2028	0.809 Ha	100%	Barra Resources Ltd **
M30/0021	Carnegie	Granted	14/08/1985	17/03/1986	16/03/2028	65.075 Ha	100%	Davyhurst Gold PtyLtd *
M30/0034	Carnegie	Granted	10/11/1986	12/06/1987	11/06/2029	196.6 Ha	100%	Davyhurst Gold PtyLtd *

83 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

M30/0039	Carnegie	Granted	18/12/1986	18/05/1988	17/05/2030	334.7 Ha	100%	Davyhurst Gold PtyLtd *
M30/0042	Carnegie	Granted	25/02/1987	2/12/1987	1/12/2029	49.535 Ha	100%	Davyhurst Gold PtyLtd *
M30/0043	Carnegie	Granted	17/03/1987	3/11/1987	2/11/2029	136.25 Ha	100%	Barra ResourcesLtd**
M30/0044	Carnegie	Granted	8/04/1987	30/10/1987	29/10/2029	7.726 Ha	100%	Davyhurst Gold PtyLtd *
M30/0048	Carnegie	Granted	18/05/1987	18/05/1988	17/05/2030	949.3 Ha	100%	Davyhurst Gold PtyLtd *
M30/0059	Carnegie	Granted	27/08/1987	29/03/1988	28/03/2030	106.05 Ha	100%	Davyhurst Gold PtyLtd *
M30/0060	Carnegie	Granted	28/08/1987	22/01/1988	21/01/2030	134.25 Ha	100%	Barra Resources Ltd *
M30/0063	Carnegie	Granted	12/10/1987	22/04/1988	21/04/2030	730.7 Ha	100%	Davyhurst Gold PtyLtd *
M30/0072	Carnegie	Granted	17/03/1988	4/11/1988	3/11/2030	959.8 Ha	100%	Davyhurst Gold PtyLtd *
M30/0073	Carnegie	Granted	17/03/1988	4/11/1988	3/11/2030	871.05 Ha	100%	Davyhurst Gold PtyLtd *
M30/0074	Carnegie	Granted	17/03/1988	4/11/1988	3/11/2030	359.2 Ha	100%	Davyhurst Gold PtyLtd *
M30/0075	Carnegie	Granted	29/03/1988	8/09/1988	7/09/2030	314.85 Ha	100%	Davyhurst Gold PtyLtd *
M30/0080	Carnegie	Granted	19/07/1988	4/11/1988	3/11/2030	285.9 Ha	100%	Davyhurst Gold PtyLtd *
M30/0084	Carnegie	Granted	30/08/1988	12/01/1989	11/01/2031	100.15 Ha	100%	Barra Resources Ltd **
M30/0091	Carnegie	Granted	30/08/1989	16/03/1990	15/03/2032	6.5745 Ha	100%	Barra Resources Ltd **
M30/0097	Carnegie	Granted	24/04/1990	3/08/1990	2/08/2032	8.0495 Ha	100%	Barra Resources Ltd **
M30/0098	Carnegie	Granted	29/06/1990	15/11/1990	14/11/2032	27.06 Ha	100%	Barra ResourcesLtd**
M30/0099	Carnegie	Granted	17/09/1990	27/12/1990	26/12/2032	388.7 Ha	100%	Barra Resources Ltd **
M30/0100	Carnegie	Granted	15/04/1991	1/08/1991	31/07/2033	37.57 Ha	100%	Davyhurst Gold PtyLtd *
M30/0102	Carnegie	Granted	7/01/1992	11/12/1992	10/12/2013	115.45 Ha	100%	Davyhurst Gold PtyLtd *
M30/0103	Carnegie	Granted	7/01/1992	27/01/1993	26/01/2014	219.15 Ha	100%	DavyhurstGoldPtyLtd*
M30/0106	Carnegie	Granted	17/05/1993	25/10/1993	24/10/2014	551 Ha	100%	Davyhurst Gold PtyLtd *
M30/0107	Carnegie	Granted	17/05/1993	25/10/1993	24/10/2014	773 Ha	100%	Davyhurst Gold PtyLtd *
M30/0108	Carnegie	Granted	14/06/1993	12/10/1993	11/10/2014	298.2 Ha	100%	DavyhurstGoldPtyLtd*
M30/0109	Carnegie	Granted	22/07/1993	1/11/1993	31/10/2014	794.2 Ha	100%	Davyhurst Gold PtyLtd *
M30/0111	Carnegie	Granted	22/09/1993	22/02/1994	21/02/2015	540 Ha	100%	Davyhurst Gold PtyLtd *
M30/0122	Carnegie	Granted	2/12/1994	29/09/2004	28/09/2025	999.9 Ha	100%	Davyhurst Gold PtyLtd *
M30/0123	Carnegie	Granted	2/12/1994	29/09/2004	28/09/2025	1000 Ha	100%	Davyhurst Gold PtyLtd *
M30/0126	Carnegie	Granted	27/11/1995	13/10/2009	12/10/2030	325.77 Ha	100%	Davyhurst Gold PtyLtd *
M30/0127	Carnegie	Granted	8/12/1995	12/06/2007	11/06/2028	190.4 Ha	100%	Barra Resources Ltd **
M30/0129	Carnegie	Granted	20/05/1996	28/11/2007	27/11/2028	0.4 Ha	100%	Davyhurst Gold PtyLtd *
M30/0131	Carnegie	Granted	21/10/1996	4/12/1996	3/12/2017	9.44 Ha	100%	Davyhurst Gold PtyLtd *
M30/0132	Carnegie	Granted	21/10/1996	4/12/1996	3/12/2017	9.5035 Ha	100%	Davyhurst Gold PtyLtd *
M30/0133	Carnegie	Granted	6/12/1996	9/07/1999	8/07/2020	9.517 Ha	100%	Barra Resources Ltd **
M30/0135	Carnegie	Granted	26/03/1997	6/11/2007	5/11/2028	4.85 Ha	100%	DavyhurstGoldPtyLtd*
M30/0137	Carnegie	Granted	8/04/1997	18/03/1998	17/03/2019	1.822 Ha	100%	Davyhurst Gold PtyLtd *
M30/0148	Carnegie	Granted	27/01/1999	17/11/1999	16/11/2020	9.713 Ha	100%	Davyhurst Gold PtyLtd *
M30/0150	Carnegie	Granted	31/01/2000	4/04/2001	3/04/2022	8.572 Ha	100%	DavyhurstGoldPtyLtd*
M30/0157	Carnegie	Granted	26/04/2000	19/12/2002	18/12/2023	614.05 Ha	100%	Barra Resources Ltd **
M30/0159	Carnegie	Granted	4/10/2000	26/11/2001	25/11/2022	926.95 Ha	100%	Davyhurst Gold PtyLtd *
M30/0178	Carnegie	Granted	5/02/2001	18/12/2002	17/12/2023	975.25 Ha	100%	Barra Resources Ltd **
M30/0182	Carnegie	Granted	9/04/2001	27/06/2003	26/06/2024	925.05 Ha	100%	Barra ResourcesLtd**
M30/0187	Carnegie	Granted	24/08/2001	2/10/2002	1/10/2023	995.05 Ha	100%	Davyhurst Gold PtyLtd *
P16/2500	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	42 Ha	100%	Ida Gold PtyLtd *
P16/2501	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	200 Ha	100%	Ida Gold PtyLtd *
P16/2502	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	200 Ha	100%	Ida Gold PtyLtd *

84 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

P16/2503	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	160 Ha	100%	Ida Gold PtyLtd *
P16/2504	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	195 Ha	100%	Ida Gold PtyLtd *
P16/2505	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	124 Ha	100%	IdaGoldPtyLtd*
P16/2506	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	200 Ha	100%	Ida Gold PtyLtd *
P16/2507	Siberia	Granted	7/02/2007	15/04/2008	14/04/2016	200 Ha	100%	Ida Gold PtyLtd *
P16/2514	Carnegie	Granted	8/02/2007	19/12/2008	18/12/2012	24 Ha	100%	Davyhurst Gold PtyLtd *
P16/2515	Carnegie	Granted	8/02/2007	7/04/2009	6/04/2013	189 Ha	100%	Davyhurst Gold PtyLtd *
P16/2518	Siberia	Granted	9/02/2007	29/04/2008	28/04/2016	99.17Ha	100%	Siberia Mining Corporation PtyLtd*
P16/2550	Carnegie	Granted	22/08/2007	16/04/2008	15/04/2016	138 Ha	100%	Davyhurst Gold PtyLtd *
P16/2551	Carnegie	Granted	22/08/2007	16/04/2008	15/04/2016	136.41 Ha	100%	Davyhurst Gold PtyLtd *
P24/4177	Siberia	Granted	2/02/2007	21/04/2009	20/04/2013	184.72 Ha	100%	Siberia Mining Corporation PtyLtd *
P24/4178	Siberia	Granted	2/02/2007	21/04/2009	20/04/2013	175.71 Ha	100%	Siberia Mining Corporation PtyLtd *
P24/4179	Siberia	Granted	2/02/2007	19/02/2009	18/02/2013	200 Ha	100%	Siberia Mining Corporation PtyLtd *
P24/4180	Siberia	Granted	2/02/2007	21/04/2009	20/04/2013	169.8 Ha	100%	Siberia Mining Corporation PtyLtd *
P24/4182	Siberia	Granted	2/02/2007	20/02/2008	19/02/2016	142.66 Ha	100%	Siberia Mining Corporation PtyLtd *
P24/4283	Siberia	Granted	14/03/2007	12/06/2009	11/06/2013	1 Ha	100%	Siberia Mining Corporation PtyLtd *
P29/1912	Mt Ida	Granted	2/01/2007	4/09/2008	3/09/2013	133.92 Ha	100%	International Petroleum Ltd **
P29/1913	Mt Ida	Granted	2/01/2007	4/09/2008	3/09/2013	155.01 Ha	100%	International Petroleum Ltd **
P29/1934	Mt Ida	Granted	25/01/2007	24/06/2008	23/06/2013	200 Ha	100%	International Petroleum Ltd **
P29/1935	Mt Ida	Granted	25/01/2007	24/06/2008	23/06/2013	80 Ha	100%	International Petroleum Ltd **
P29/1936	Mt Ida	Granted	25/01/2007	24/06/2008	23/06/2013	183 Ha	100%	International Petroleum Ltd **
P29/1937	Mt Ida	Granted	25/01/2007	24/06/2008	23/06/2013	153 Ha	100%	International Petroleum Ltd **
P29/1938	Mt Ida	Granted	29/01/2007	17/09/2008	16/09/2013	199 Ha	100%	International Petroleum Ltd **
P29/1939	Mt Ida	Granted	29/01/2007	17/09/2008	16/09/2013	159 Ha	100%	International Petroleum Ltd **
P29/1940	Mt Ida	Granted	29/01/2007	17/09/2008	16/09/2013	167 Ha	100%	International Petroleum Ltd **
P29/1941	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	186 Ha	100%	International Petroleum Ltd **
P29/1942	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	177 Ha	100%	International Petroleum Ltd **
P29/1943	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	196 Ha	100%	International Petroleum Ltd **
P29/1944	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	199 Ha	100%	International Petroleum Ltd **
P29/1945	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	188 Ha	100%	International Petroleum Ltd **
P29/1946	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	198 Ha	100%	International Petroleum Ltd **
P29/1947	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	195 Ha	100%	International Petroleum Ltd **
P29/1948	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	196 Ha	100%	International Petroleum Ltd **
P29/1949	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	187 Ha	100%	International Petroleum Ltd **
P29/1950	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	165 Ha	100%	International Petroleum Ltd **
P29/1977	Mt Ida	Granted	6/02/2007	10/07/2008	9/07/2013	83 Ha	100%	International Petroleum Ltd **

85 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

P29/1990	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	85.04 Ha	100%	International Petroleum Ltd **
P29/1991	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	51.31 Ha	100%	International Petroleum Ltd **
P29/1992	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	44.69 Ha	100%	International Petroleum Ltd **
P29/1993	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	16.76 Ha	100%	International Petroleum Ltd **
P29/1994	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	11.87 Ha	100%	International Petroleum Ltd **
P29/1995	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	10.25 Ha	100%	International Petroleum Ltd **
P29/1996	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	7.76 Ha	100%	International Petroleum Ltd **
P29/1997	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	21.33 Ha	100%	International Petroleum Ltd **
P29/1998	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	15.5 Ha	100%	International Petroleum Ltd **
P29/1999	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	42.14 Ha	100%	International Petroleum Ltd **
P29/2000	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	11.28 Ha	100%	International Petroleum Ltd **
P29/2001	Mt Ida	Granted	8/02/2007	24/06/2008	23/06/2013	49.26 Ha	100%	International Petroleum Ltd **
P29/2002	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	42.08 Ha	100%	International Petroleum Ltd **
P29/2003	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	72.17 Ha	100%	International Petroleum Ltd **
P29/2004	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	23.63 Ha	100%	International Petroleum Ltd **
P29/2005	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	13.85 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2006	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	21.32 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2007	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	23.64 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd (15%),
P29/2008	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	20.21 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2009	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	75.12 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2010	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	84.53 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2011	Mt Ida	Granted	8/02/2007	23/09/2008	22/09/2013	125.8 Ha	85%	International Petroleum Ltd ** Silvertree Nominees Pty Ltd(15%),
P29/2012	Siberia	Granted	8/02/2007	21/09/2009	20/09/2013	72.3 Ha	100%	Siberia Mining Corporation PtyLtd *
P29/2015a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	13.57 Ha	100%	International Petroleum Ltd **
P29/2016a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	140.22 Ha	100%	International Petroleum Ltd **
P29/2017a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	97.98 Ha	100%	International Petroleum Ltd **
P29/2018a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	155.19Ha	100%	International Petroleum Ltd **
P29/2019a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	144.25 Ha	100%	International Petroleum Ltd **
P29/2020a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	149.66 Ha	100%	International Petroleum Ltd **
P29/2021a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	149.64 Ha	100%	International Petroleum Ltd **

86 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

P29/2022a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	199.52 Ha	100%	International Petroleum Ltd **
P29/2023a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	199.51 Ha	100%	International Petroleum Ltd **
P29/2024a	Mt Ida	Granted	8/02/2007	19/08/2008	18/08/2013	199.49 Ha	100%	International Petroleum Ltd **
P30/1009	Carnegie	Granted	31/05/2006	22/05/2008	21/05/2013	19.285 Ha	100%	Davyhurst Gold PtyLtd *
P30/1010	Carnegie	Granted	31/05/2006	22/05/2008	21/05/2013	46.172 Ha	100%	Davyhurst Gold PtyLtd *
P30/1012	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	198 Ha	100%	International Petroleum Ltd **
P30/1013	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	199 Ha	100%	International Petroleum Ltd **
P30/1014	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	199 Ha	100%	International Petroleum Ltd **
P30/1015	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	199Ha	100%	International Petroleum Ltd **
P30/1016	Mt Ida	Granted	29/01/2007	11/09/2008	10/09/2013	199 Ha	100%	International Petroleum Ltd **
P30/1017	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	44 Ha	100%	Barra Resources Ltd **
P30/1018	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	22 Ha	100%	Barra Resources Ltd **
P30/1019	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	49 Ha	100%	Barra Resources Ltd **
P30/1020	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	39 Ha	100%	Barra Resources Ltd **
P30/1021	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	200 Ha	100%	Barra Resources Ltd **
P30/1022	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	117 Ha	100%	Barra Resources Ltd **
P30/1023	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	5 Ha	100%	Barra Resources Ltd **
P30/1024	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	121 Ha	100%	Barra Resources Ltd **
P30/1025	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	17 Ha	100%	Barra Resources Ltd **
P30/1026	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	193 Ha	100%	Barra Resources Ltd **
P30/1027	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	112 Ha	100%	Barra ResourcesLtd**
P30/1028	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	118 Ha	100%	Barra Resources Ltd **
P30/1029	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	176 Ha	100%	Barra Resources Ltd **
P30/1030	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	189 Ha	100%	Barra Resources Ltd **
P30/1031	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	199 Ha	100%	Barra Resources Ltd **
P30/1032	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	182 Ha	100%	Barra Resources Ltd **
P30/1033	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	187 Ha	100%	Barra Resources Ltd **
P30/1034	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	76 Ha	100%	Barra Resources Ltd **
P30/1035	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	138 Ha	100%	Barra Resources Ltd **
P30/1036	Carnegie	Granted	31/01/2007	2/09/2008	1/09/2013	123 Ha	100%	Barra Resources Ltd **
P30/1038	Carnegie	Granted	5/02/2007	2/09/2008	1/09/2013	11 Ha	100%	Barra Resources Ltd **
P30/1039	Carnegie	Granted	5/02/2007	2/09/2008	1/09/2013	101 Ha	100%	Barra Resources Ltd **
P30/1040	Carnegie	Granted	5/02/2007	2/09/2008	1/09/2013	168 Ha	100%	Barra Resources Ltd **
P30/1041	Carnegie	Granted	5/02/2007	2/09/2008	1/09/2013	149 Ha	100%	Barra Resources Ltd **
P30/1042	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	159 Ha	100%	Davyhurst Gold PtyLtd *
P30/1043	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	194 Ha	100%	Davyhurst Gold PtyLtd *
P30/1044	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	195 Ha	100%	Davyhurst Gold PtyLtd *
P30/1045	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	189 Ha	100%	Davyhurst Gold PtyLtd *
P30/1046	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	155 Ha	100%	Davyhurst Gold PtyLtd *
P30/1047	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	187 Ha	100%	Davyhurst Gold PtyLtd *
P30/1048	Carnegie	Granted	8/02/2007	1/04/2008	31/03/2013	143 Ha	100%	Davyhurst Gold PtyLtd *
P30/1049	Carnegie	Granted	8/02/2007	8/10/2008	7/10/2013	200 Ha	100%	DavyhurstGoldPtyLtd*
P30/1051	Carnegie	Granted	8/02/2007	22/09/2008	21/09/2013	174 Ha	100%	Davyhurst Gold PtyLtd *

87 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

P30/1052	Carnegie	Granted	8/02/2007	20/05/2008	19/05/2013	189 Ha	100%	Davyhurst Gold PtyLtd *
P30/1053	Carnegie	Granted	8/02/2007	10/11/2008	9/11/2013	182 Ha	100%	Davyhurst Gold PtyLtd *
P30/1054	Carnegie	Granted	8/02/2007	22/09/2008	21/09/2013	78 Ha	100%	DavyhurstGoldPtyLtd*
P30/1055	Carnegie	Granted	8/02/2007	22/09/2008	21/09/2013	61 Ha	100%	Davyhurst Gold PtyLtd *
P30/1056	Carnegie	Granted	8/02/2007	20/05/2008	19/05/2013	26 Ha	100%	Davyhurst Gold PtyLtd *
P30/1057	Carnegie	Granted	8/02/2007	19/12/2008	18/12/2012	22 Ha	100%	Davyhurst Gold PtyLtd *
P30/1058	Carnegie	Granted	8/02/2007	19/12/2008	18/12/2012	21 Ha	100%	Davyhurst Gold PtyLtd *
P30/1059	Carnegie	Granted	8/02/2007	19/12/2008	18/12/2012	55 Ha	100%	Davyhurst Gold PtyLtd *
P30/1060	Carnegie	Granted	8/02/2007	21/04/2008	20/04/2013	73 Ha	100%	Davyhurst Gold PtyLtd *
P30/1066	Carnegie	Granted	14/09/2007	8/10/2008	7/10/2013	177 Ha	100%	Davyhurst Gold PtyLtd *
P30/1067	Carnegie	Granted	14/09/2007	8/10/2008	7/10/2013	140 Ha	100%	Davyhurst Gold PtyLtd *
P30/1068	Carnegie	Granted	14/09/2007	8/10/2008	7/10/2013	53 Ha	100%	Davyhurst Gold PtyLtd *
P30/1069	Carnegie	Granted	14/09/2007	8/10/2008	7/10/2013	54 Ha	100%	Davyhurst Gold PtyLtd *
P30/1074	Carnegie	Granted	22/10/2007	6/01/2010	5/01/2014	73 Ha	100%	Davyhurst Gold PtyLtd *
P30/1075	Carnegie	Granted	31/10/2007	8/10/2008	7/10/2013	70 Ha	100%	Davyhurst Gold PtyLtd *
P30/1086	Carnegie	Granted	3/05/2010	18/01/2011	17/01/2015	7.7 Ha	100%	Carnegie Gold PtyLtd *
P30/1087	Carnegie	Granted	3/05/2010	18/01/2011	17/01/2015	15 Ha	100%	Carnegie GoldPtyLtd*

Davyhurst Gold Pty Ltd, Siberia Mining Corporation Pty Ltd, Carnegie Gold Pty Ltd – 100% subsidiaries of Swan
** Swan has 100% beneficial ownership unless otherwise indicated

*** Monach Gold Mining Company Limited – previous registered name of Swan

**** Gold rights only

88 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

ASX Additional Information

Additional information required by the Australian Securities Exchange Listing Rules and not disclosed elsewhere in this report is set out below:

SHAREHOLDINGS (as at 15 November 2012)

Substantial shareholders

The number of shares held by substantial shareholders and their associates are set out below:

Shareholder	Number of ordinary shares	% of issue capital
MGMC PTY LTD A/C>	178,206,960	23.97
STIRLING GOLD PTY LTD	174,291,690	23.44
DCM DECOmetal GmbH	47,349,241	6.37
SUSAN KIERNAN	40,000,000	5.38

Voting Rights

Each shareholder is entitled to receive notice of and attend and vote at generals meetings of the Company. At a general meeting every shareholder present in person or by proxy, representative or attorney will have one vote on a show of hands and on a poll, one vote for each share held.

Distribution of equity security holders

Distribution of equity security holders
Category	Total shareholders
1-1,000	424
1,001-5,000	1,505
5,001-10,000	1,037
10,001-100,000	1,551
100,001-9,999,999,999	293

On market buy-back

There is not currently any on market buyback.

Securities on issue

Securities on issue
Category	Number
Ordinary Shares	743,487,661
Unlisted options (26/2/13; $0.05)	115,000,000

89 -

SWAN GOLD MINING LIMITED

AND CONTROLLED ENTITIES

ASX Additional Information Continued

Twenty largest shareholders

Shareholder name	No of ordinary shares held	Percentage of capital held
MGMC PTY LTD	178,206,960	23.97
STIRLING GOLD PTY LTD	174,291,690	23.44
DCM DECOMETAL GMBH	47,291,690	6.37
SUSAN KIERNAN	40,000,000	5.38
MGMC PTY LTD	30,625,384	4.12
HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED - A/C 3	27,890,187	3.75
J P MORGAN NOMINEES AUSTRALIA LIMITED	17,690,431	2.38
HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED	8,605,499	1.16
AMP LIFE LIMITED	6,625,571	0.89
MULLOWAY PTY LTD A/C>	6,000,000	0.81
MINERAL RESOURCES LIMITED	5,000,000	0.67
J P MORGAN NOMINEES AUSTRALIA LIMITED INCOME A/C>	4,998,472	0.67
NATIONAL NOMINEES LIMITED	4,069,305	0.55
CLIFFWAY PTY LTD HARTLEY POYNTON PERSONAL\ >	4,000,000	0.54
MARTIN PLACE SECURITIES NOMINEES PTY LTD	3,620,000	0.49
ABBOTSLEIGH PTY LTD	3,424,862	0.46
DR LEON EUGENE PRETORIUS	3,000,000	0.40
CUNNINGHAM PETERSON SHARBANEE SECURITIES PTY LTD	2,690,000	0.36
TAYCOL NOMINEES PTY LTD	2,600,000	0.35
EMICHROME PTY LTD	2,376,667	0.32
Total	573,064,269	77.08

90 -

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

Twenty largest option holders ($0.05; 26/2/2013)
Option holder name	No of options held	Percentage of options held
STIRLING GOLD PTY LTD	60,433,903	52.55
HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED - A/C 3	6,666,666	5.80
CELTIC CAPITAL PTY LTD CAPITAL A/C>	6,126,667	5.33
CUNNINGHAM PETERSON SHARBANEE SECURITIES PTY LTD	3,900,000	3.39
OCEANIC ASSET MANAGEMENT PTY LTD	2,666,667	2.32
TWO FIVE TWO PTY LTD	2,586,666	2.25
MARTIN PLACE SECURITIES NOMINEES PTY LTD	2,153,336	1.87
MULLOWAY PTY LTD	2,000,000	1.74
RICHSHAM NOMINEES PTY LTD	1,779,999	1.55
CLIFFWAY PTY LTD POYNTON PERSONAL >	1,333,333	1.16
CUNNINGHAM PETERSON SHARBANEE SECURITIES PTY LTD	1,000,000	0.87
TAYCOL NOMINEES PTY LTD	866,667	0.75
ALBATROSS PASS PTY LTD	840,000	0.73
MEERKAT PTE LIMITED	666,667	0.58
PLAN B TRUSTEES LIMITED SUPER FUND A/C>	666,667	0.58
GURRAVEMBI INVESTMENTS PTY LTD	666,666	0.58
LSAF HOLDINGS PTY LTD FAMILY A/C>	633,333	0.55
SEAVIEW ENTERPRISES PTY LTD	533,333	0.46
MR JOSEPH JAN MADEJ + MRS SUSAN ANNE MADEJ	466,667	0.41
MS SARAH CANTERBURY	450,000	0.39
Total	96,437,237	83.86

91 -

AI assistant

ORA BANDA MINING LTD — Annual Report 2009

65475_rns_2012-11-22_8b088584-6d1f-4d2e-9435-b86c80d73afd.pdf

SWAN GOLD MINING LIMITED (ADMINISTRATOR APPOINTED) (previously named Monarch Gold Mining Company Limited) ABN 69 100 038 266

FINANCIAL REPORT

CORPORATE DIRECTORY

CONTENTS

BOARD OF DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

SHARE REGISTRY

ADMINISTRATORS

AUDITORS

SOLICITORS

BANKERS

STOCK EXCHANGE LISTING

DIRECTORS' REPORT

DIRECTORS

PRINCIPAL ACTIVITIES

RESULTS OF OPERATIONS

OPERATING AND FINANCIAL REVIEW

DIVIDENDS

DIRECTORS' REPORT

LIKELY DEVELOPMENTS

DIRECTORS' REPORT

LIKELY DEVELOPMENTS (continued)

DIRECTORS' REPORT

OPTIONS GRANTED OVER UNISSUED SHARES

SIGNIFICANT CHANGES

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (continued)

DIRECTORS' REPORT

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (continued)

INFORMATION ON DIRECTORS

DIRECTORS' REPORT

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

B.Bus., FAICD

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

Interests in the shares and options of Swan Gold

COMPANY SECRETARIES

Ildiko Wowesny B.Bus.

Keith J Vuleta B.Bus (Acc & Com Law), CA, MAICD

MEETINGS OF DIRECTORS

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Committee Membership

REMUNERATION REPORT (audited)

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Principles used to determine the nature and amount of remuneration

Directors and executives remuneration

Non-executive directors’ remuneration

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Details of remuneration

DIRECTORS' REPORT

SWAN GOLD MINING LIMITED AND CONTROLLED ENTITIES

DIRECTORS' REPORT

Compensation options: granted and vested during the year (consolidated)

Compensation options: granted and vested during the year (consolidated)

Service agreements

J Davis – Technical Director

K Vuleta

SWAN GOLD MINING LIMITED

DIRECTORS' REPORT

Share-based compensation

Company performance

End of Remuneration Report (audited)

ENVIRONMENTAL REGULATIONS

NON-AUDIT SERVICES

DIRECTORS' REPORT

AUDITOR INDEPENDENCE

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

ROUNDING

Auditor's Independence Declaration to the Directors of Swan Gold Mining Limited

SWAN GOLD MINING LIMITED

ORA BANDA MINING LTD Annual Report 2009