RAREX LIMITED — Annual Report 2012

Apr 17, 2013

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ANNUAL REPORT 2012

ACN 105 578 756

CORPORATE DIRECTORY

DIRECTORS

Dr Michael Etheridge Non‐Executive Chairman Mr Gordon Barnes Managing Director Dr James Macdonald Non‐Executive Director (Technical) Ms Natalie Forsyth‐Stock Executive Director (Financial)

COMPANY SECRETARY

LAWYERS

Holborn Lenhoff Massey 3rd Floor, Irwin Chambers 16 Irwin Street Perth 6000 Western Australia

Watson Mangioni Level 13 50 Carrington Street Sydney New South Wales 2000

Mr Rowan Caren

CHIEF FINANCIAL OFFICER

Natalie Forsyth‐Stock

Hilary Macdonald Suite 29, 18 Stirling Highway Nedlands Western Australia 6009

PRINCIPAL PLACE OF BUSINESS

3 Corporation Place Orange New South Wales 2800

Telephone: (02) 6361 1285 Facsimile: (02) 6361 1202 Website: www.clancyexploration.com

REGISTERED OFFICE

Suite 4, 6 Richardson Street West Perth Western Australia 6005

ASX CODE : CLY, CLYO

AUDITOR

Ernst & Young

Ernst & Young Centre 680 George Street Sydney New South Wales 2000

SHARE REGISTRY

Security Transfer Registrar

770 Canning Highway Applecross WA 6153 Australia

Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

INDEX

CHAIRMAN’S ADDRESS ................................................................................................................................... 2 OPERATIONS REPORT ...................................................................................................................................... 3 DIRECTORS' REPORT .................................................................................................................................... 11 AUDITOR'S INDEPENDENCE DECLARATION ................................................................................................. 23 STATEMENT OF COMPREHENSIVE INCOME ................................................................................................ 24 STATEMENT OF FINANCIAL POSITION ......................................................................................................... 25 STATEMENT OF CHANGES IN EQUITY ......................................................................................................... 26 STATEMENT OF CASH FLOWS ..................................................................................................................... 27 NOTES TO THE ACCOUNTS .......................................................................................................................... 28 DIRECTORS' DECLARATION .......................................................................................................................... 63 INDEPENDENT AUDITOR'S REPORT ............................................................................................................. 64 ASX ADDITIONAL INFORMATION .................................................................................................................. 66 LIST OF MINERAL TENEMENTS ...................................................................................................................... 69 CORPORATE GOVERNANCE STATEMENT ...................................................................................................... 70

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

CHAIRMAN’S LETTER

Dear Fellow Shareholders,

On behalf of the board, I would like to present to you the 2012 Annual Report for Clancy Exploration Limited (“Clancy”).

In the 2011 annual report I indicated that, following a strategic review, the Company had identified the need to acquire, either through project acquisition and/or corporate activity, a more advanced project. Identifying such a “flagship” project is seen by the board as catalyst to raise the capital required to advance its business and deliver value to shareholders. Over the last year, several opportunities have been assessed and one opportunity, the Plavica project held by Genesis Resources Limited, was seen as particularly attractive. Clancy pursued the opportunity through an off‐market takeover offer for Genesis Resources Limited. Unfortunately the offer was unsuccessful, but Clancy has retained a 5.8% shareholding in that company and will continue to monitor progress on the Plavica project by Genesis Resources.

The Company is continuing its search for a more advanced project and hopes to be in a position to undertake a transaction during the course of 2013.

During the year, the Company has actively sought quality joint venture partners for a number of its existing projects. The Company’s strategy is to partner with parties that have the demonstrated financial capacity to actively explore a project and/or specific technical knowledge and access to proprietary technical tools which may have a particular relevance to specific projects. In addition the clear preference is for joint venture partners that are amenable to allowing Clancy to retain management rights. Consistent with this strategy, the Company entered into a joint venture with Mitsubishi Materials Corporation of Japan (MMC) in August 2012, in respect of the Cundumbul, Currumburrama and Genaren projects. The joint venture has ensured that a high level of funding will be available for each of these projects, while allowing Clancy to drive exploration towards testing the best possible targets. To the end of the March 2013 quarter MMC has committed approximately $750,000 to the exploration effort. MMC is to spend a total of $3 million over three years to earn an interest.

The greatest exploration encouragement during year came from the Company’s 100%‐owned Condobolin project. Details of the exploration success are provided in the Operations Report, and we plan to advance the project, as well as other 100%‐owned projects, as funds allow during 2013.

The other significant development that occurred in February 2013 was the disposal of the residual joint venture interests on several projects in NSW to Gold Fields Pty Ltd. The transaction, which included a placement to Gold Fields at a 75% premium to the then market price, resulted in a cash payment to Clancy of $1.5 million. The rationale for the transaction was to allow Clancy to focus on 100% owned projects, while retaining some interest in the potential upside in the projects through a 2.5% Net Smelter Return. The funds from the transaction will be used to assist Clancy in its acquisition of a flagship project and/or will provide additional exploration funding for Clancy’s existing 100% owned projects. The Board believes applying its available expenditure funds to 100% owned projects (existing and new flagship) will provide the company with the most leverage to increase shareholder value.

We trust that as investors and shareholders you will continue to support Clancy over the coming year during which we look forward to delivering on this strategy.

Yours sincerely,

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Dr. Mike Etheridge Chairman

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

New South Wales Projects

Clancy’s tenement portfolio in NSW consists of 10 exploration projects covering 1,799km[2] in the Lachlan Fold Belt, focused on the Ordovician Macquarie Arc, which hosts several large porphyry copper‐gold deposits, including the world class deposits in the Cadia Valley near Orange. Clancy’s targeting indicates that the geological environment within the Macquarie Arc projects is prospective for porphyry copper‐gold deposits. Clancy also has the Condobolin project outside of the Macquarie Arc that is prospective for gold and base metals.

The Clancy portfolio in NSW consists of 7 wholly owned projects and 3 joint venture projects with Mitsubishi Materials Corporation (MMC) all of which are managed by Clancy. A total of 5,584m of drilling was completed on the NSW project portfolio in the year to 31 December 2012.

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Location of Clancy projects in central NSW showing former Gold Fields JV projects that were divested in February 2013. Clancy retains a 2.5% Net Smelter Royalty on these projects.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

Condobolin

(Clancy 100%)

Condobolin (EL7399) is located in the central west of NSW immediately north of the Condobolin township. Condobolin has a substantial mining history, predominantly as a base metals field (lead, zinc and copper), as well as gold. The mineralisation is hosted in epithermal‐style quartz veins within the metasedimentary units of the Ordovician Girilambone Group, associated with pyrite, sphalerite, galena, chalcopyrite, arsenopryrite and free gold.

Work completed during the year to 31 December 2012 included RC, diamond and aircore drilling (3,905m), an extension of the soil geochemistry survey (1,178 samples), petrological studies and an Electromagnetic (EM) survey. Results from the drilling were reported in the 2011 annual report; however the highlights from the drilling program are outlined below:

• High‐grade gold shoot intersected at Meritilga – 4m @ 20g/t Au & 30.2g/t Ag from 75m; including 1m @ 62g/t Au , 60g/t Ag from 76m

• The high‐grade shoot at Meritilga is open at depth and along strike to the south and is adjacent to broad zones of lower‐grade gold, copper and silver mineralisation; e.g. 31m @ 0.4g/t Au and 18m @ 0.33g/t Au

• The mineralisation is associated with the previously untested Meritilga Fault Zone, which has a strike length of 1km

• Numerous basement gold intercepts returned from aircore drilling beneath recent sedimentary cover remain to be followed up, including:

• 2m @ 3.99 g/t Au

• 1m @ 4.75 g/t Au

• Visible gold identified in aircore drilling near old workings at Eureka

• Strong arsenopyrite and pyrite mineralisation identified near the Mt Tilga gold workings

Interpretation of the drilling data shows that much of the mineralisation encountered to date is preferentially hosted in volcaniclastic sandstone. The mineralisation is zoned with a core of pyrite‐ chalcopyrite within a halo of pyrite ± arsenopyrite‐galena‐sphalerite. The location of the mineralisation appears to be controlled by the Meritilga Fault Zone.

The soil geochemistry survey was extended to cover and infill anomalous areas around Meritilga and the northern radiometric potassium anomaly in the Mt Tilga area. Strong arsenic anomalies (300ppm to >500ppm As with spot highs up to 0.15%) have been identified, trending NW‐SE across Mt Tilga, west of Mt Tilga and Meritilga. At Meritilga there are two distinct zones: one over Pygmy Hill; and another 500m NE of Mascotte. These results have provided targets for future drill testing.

Fixed loop EM surveys covering 0.23km[2] were completed at Meritilga and Potters. The results show that the mineralised bodies consist of disseminated and vein‐hosted lodes, rather than massive sulphide bodies. Future drill targeting has therefore benefited from the EM results as the style of target has been constrained.

Petrographic results for drill core samples from Phoenix and Mascotte identified encouraging potassic alteration (including K‐feldspar as adularia) and three distinct phases of quartz veining. The presence of adularia, in particular, suggests the gold and base metal mineralisation may be associated with a low‐sulphidation epithermal system linked to a deeper magmatic system, confirming that the current deposit model for the project area is accurate.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

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OPERATIONS REPORT
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Cross section through the Meritilga Fault Zone showing significant drilling results.

Work completed at Condobolin in the March 2013 quarter includes an extension of the 2011 3D Induced Polarisation (IP) survey to cover areas along strike from Meritilga and the Bluebell prospect and a detailed gravity survey. RC drilling of targets is scheduled to commence in the June 2013 quarter.

Mitsubishi JV Projects

During the year Clancy entered into a joint venture with Mitsubishi Materials Corporation of Japan (MMC) on three copper‐gold projects in NSW. Under the terms of the agreement, MMC has the right to earn 49% of the Cundumbul, Currumburrama and Genaren projects by funding A$3 million over three years with A$500,000 minimum commitment in the first year. Clancy is managing the joint venture. The joint venture with MMC has strengthened Clancy’s exploration program in NSW by providing the exploration funding in what is otherwise a challenging capital market for junior exploration companies.

Cundumbul

(Clancy 100%, MMC earning 49%)

The Cundumbul project consists of two exploration licences (EL6661 and EL7399) that cover 204.9km[2] of prospective arc units in the Molong Volcanic Belt between Molong and Wellington. The Molong Volcanic Belt is host to the giant Cadia porphyry Cu‐Au deposits (Newcrest) south of Orange that have a combined endowment of >65Moz Au and 10.6Mt Cu. There are numerous intrusive complexes at Cundumbul that have anomalous copper and/or gold associated with them. Work completed in the year to 31 December 2012 included an extensive soil geochemical survey comprising hand auger and mechanised auger drilling (2,260 samples), rock chip sampling (122 samples), petrological studies and geological mapping.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

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OPERATIONS REPORT
CNR0145: 0.43% Cu, 0.63g/t Ag
CNR0146: 391ppm As , 3.45ppm Mo
CNR0201: 0.14% Cu
and 10.75ppm Mo
CNR0195: 43.5g/t Ag, 0.15%
Ba, 0.12% Cu, 668ppm Sb
and 0.26% Sr
CNR0178: 1.23% Cu
CNR0157: 0.25g/t Au, 0.39%
Ba, 0.18% Cu
CNR0162: 0.24% Cu
CNR0135: 0.3g/t Au
CNR0097: 0.38% Cu, 2.5g/t Ag
CNR0054: 5.5% Cu , 31g/t Ag
CNR0053: 1.1% Cu
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Cundumbul prospects and significant rock chip results

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

Anomalous rock chip results were returned from a number of sites including:

• Mehruda Big Hill: mineralised basaltic andesite with results up to 3,770ppm Cu associated with porphyry intrusive with visible copper carbonates and chalcocite in carbonate‐epidote veins

• Mehruda: copper anomalism is associated with silica‐sericite‐pyrite (phyllic) alteration

• • Gowan Green 1: copper mineralisation associated with carbonate stockwork veining and breccias hosted in fine‐grained volcaniclastic rocks which returned up to 1.1% Cu

• Wahringa 1: anomalous silver and antimony results of 43.5g/t Ag and 668ppm Sb

• Wahringa 2: fractured sandstone with limonite‐malachite veining which returned up to 1.2% Cu

Mechanical auger drilling was undertaken at the Andrews prospect where a strong arsenic anomaly was identified by regional soil sampling. Logging of bottom of hole samples identified volcanic and intrusive rocks including variably altered quartz‐feldspar porphyry and feldspar porphyry.

Petrographic analysis of a suite of rocks from Mehruda identified strongly altered porphyritic igneous rocks with a compositional spectrum from mafic to felsic. Copper mineralisation is evident in three petrographic samples with the most significant mineralisation being disseminated grains of copper (metal) and traces of cuprite and malachite in a zone of intense replacement by epidote and prehnite. The copper and cuprite are interpreted to be hypogene and therefore associated with a hydrothermal system.

Work completed at Cundumbul in the March 2013 quarter included a helicopter‐borne magnetic and radiometric survey, mechanical auger drilling and a major structural mapping project undertaken by SRK Consulting. The objective of the mapping project is to unravel the structural‐magmatic‐ mineralisation history of the project area and identify priority areas for follow‐up. Further geophysical and geochemical surveys are planned for the June 2013 quarter to provide drill targets for testing later in the year.

Genaren

(Clancy 100%, MMC earning 49%)

Genaren (EL7927) is located at the northern end of the Northparkes Igneous Complex 29km NNW of Rio Tinto's Northparkes copper‐gold mine. A gravity survey commenced in December 2012 quarter and continued into the March 2013 quarter. A total of 817 gravity stations were completed in the year to 31 December 2012. Work undertaken at Genaren in the March 2013 quarter included completion of the gravity survey and drill target definition. Drilling of porphyry and skarn targets commenced in March 2013 and is in progress at the time of writing. Results will be reported in the June 2013 quarter.

Currumburrama

(Clancy 100%, MMC earning 49%)

Currumburrama (EL6784) is located 40km east of West Wyalong and covers a large basement magnetic complex that is inferred to be Ordovician arc based on magnetic and gravity data. Aircore chips from previous drilling were re‐examined to clarify the basement rock types. The re‐logging has shown that the centre of the tenement is dominated by intrusive rocks varying in composition from diorite to feldspar porphyry. These rocks have intruded andesite to dacite volcanic and volcaniclastic rocks, which are in turn flanked by weakly deformed limestone. The geology suggests the presence of an intrusive centre and is coincident with copper‐zinc anomalism identified in previous aircore drilling.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

Work completed at Currumburrama in the March 2013 quarter included a detailed gravity survey and helicopter‐borne magnetic and radiometric survey. Numerous drill targets have been defined and drilling is scheduled for the June 2013 quarter.

Trundle

(Clancy 100%)

Trundle consists of two exploration licences EL4512 and EL7187 located 25km west of the Northparkes copper‐gold mine (Rio Tinto). It has many similarities to Northparkes and is separated from the Northparkes district by a north‐south trending Devonian rift basin. Interpretation of geophysical data suggests that Trundle may have originally been part of the Northparkes complex, which was subsequently dismembered during development of the rift.

RC drilling to test the iron potential of magnetite skarn horizons at Trundle Park and Mordialloc was completed (15 holes; 1,183m). No significant iron assays were returned. However, hole TPRC022 at the Trundle Park prospect intersected significant silver and base metal mineralisation consisting of 1m @ 284 g/t Ag, 2.54% Pb and 0.68% Zn from 30m.

Gobondery

(Clancy 100%)

Gobondery (EL6534) is located approximately 50km NW of Northparkes, just south of Tullamore. Gobondery sits within an inlier of Ordovician arc that is interpreted to have been rifted west off the Northparkes Igneous Complex. The main Ordovician arc unit is the Raggatt Volcanics, which consists of shoshonitic andesitic lavas and volcaniclastic rocks. The Ordovician belt at Gobondery is narrow (1‐2km wide) and is flanked to the west by the Devonian Gobondery Granite, and to the east by Silurian volcanics and the Devonian rift basin sediments of the Tullamore Syncline.

Medium grained magnetite‐dominant skarn occurs in the central part of the tenement, which was worked in 1920 to produce 8128t of iron ore.

Work completed in the year to 31 December 2012 consisted of shallow RC and diamond drilling to test the iron potential of magnetite‐dominant skarn in the central part of the tenement (14 holes, 496m). Assay results of >50% Fe were returned from a massive magnetite‐hematite skarn, however the drilling indicates that the skarn is spatially restricted and therefore has limited tonnage potential. Results include:

• GOD001: 8.3m @ 51.2% Fe from 4.7m

• GORC006: 9m @ 50.3% Fe from 7m

• GORC007: 5m @ 50.4% Fe from 2m

• GORC009: 3m @42.7% Fe from 4m

Orange East

(Clancy 100%)

Orange East EL6181 is located east of the city of Orange and contains several target styles including Ordovician porphyry copper‐gold and post‐Ordovician copper‐gold targets. Numerous old workings occur in the area and many are focused along regional‐scale structures, such as the Lucknow and Godolphin faults. Selective laboratory analysis of auger soil samples show that the Springfield Zn‐Cu‐ Pb‐As‐Au anomaly continues to the north. The northern portion of the anomaly, as defined by >50 ppm As in soil is 1000m long by 150m wide and the southern portion is 320m long by 150m wide.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

The Favell Zone is also persistently anomalous in copper for >4 km along strike consistent with the occurrence of a quartz‐sulfide vein system along this length. Further work is planned.

Fairholme

(Clancy 100%)

The Fairholme project (EL6552 and EL6915) is located about 12 km NE of Burcher and 12km north of the Cowal gold mine. The project consists of two tenements, EL6552 and EL6915 that cover 172km[2] of the Fairholme Igneous Complex. The geophysical characteristics of the Fairholme Igneous Complex are similar to the Cowal Complex to the south, which hosts the Cowal gold mine (Barrick) and the Marsden copper‐gold prospect (Newcrest).

Work completed in the year to 31 December 2012 consisted of an EM survey to assess the conductivity of the surface layers in order to determine the most appropriate electrical surveying method for exploration at Fairholme. Nine 200m by 200m EM survey loops were completed. The EM survey confirmed the presence of conductive overburden over much of the project area, however some localities of relatively low conductivity are present. IP transmitters could be sited within these low‐conductive areas, which should enable the IP effect to be measured at depth with long transmitting time.

Re‐logging of previous diamond holes was undertaken and a number of core samples of porphyritic dykes were submitted for major and trace element analysis to determine the relative fertility of the different intrusive suites. Results are pending.

The Company is currently in advanced negotiations with a company in respect of a farm out of the Fairholme project in NSW. Fairholme has excellent exploration potential but it has been a difficult project to explore due to the variable cover sequences and the conductive overburden which has prevented previous electrical surveys from effectively testing the basement rocks. Clancy is hopeful that an incoming party would be able to provide funding, skills and tools to help unlock the potential at Fairholme.

Former Gold Fields JV Projects

In the March 2013 quarter Clancy sold its minority interest in six joint ventures to its former joint venture partner Gold Fields Ltd. Clancy received a total of A$1.5 million from a combination of the sale consideration and a placement of shares to Gold Fields. Both party’s pre‐emptive rights and the Gold Fields back‐in right on the Gobondery project were terminated. Clancy kept its 2.5% Net Smelter Royalties (NSR) on the projects however Gold Fields has the right to buy back each NSR for A$20 million. The sale will enable Clancy to focus on generating value from its 100% owned projects without restriction and the cash and equity component will strengthen the Company’s balance sheet and provide capital for ongoing exploration and corporate development.

Tasmanian Projects

Clancy has two joint venture projects with Bass Metals Limited (Bass) and one joint venture project with TNT Mines Pty Ltd (TNT). Bass and TNT manage the respective joint ventures which are located in the Mount Read Volcanic Belt in northwest Tasmania. This area is host to a wide variety of mineral deposits styles, including Renison Bell (tin and silver), Mt Lyell (copper and gold) and the VHMS deposits Rosebery, Hellyer, Que River and Hercules (zinc, silver, lead, copper and gold). More recent discoveries include intrusive‐related skarn‐style nickel deposits (Avebury) and skarn‐style tin‐ tungsten‐iron deposits (Mt Lindsay). Most of the base metals deposits are hosted by Cambrian rocks of the Mount Read Volcanic Belt. At least two periods of mineralisation are represented in this belt

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

OPERATIONS REPORT

by the Cambrian VHMS deposits (e.g. Rosebery, Hellyer) and the Devonian intrusive related systems (e.g. Renison Bell, Avebury, Mt Bischoff).

Bass Metals JV's

(Bass 75%, Clancy 25%)

Clancy has two joint ventures with Bass: Lake Margaret EL28/2009 located 5km north of the Mt Lyell copper mine and 10km south of the Henty gold mine; and Sock Creek EL20/2010 located 7.5km southwest of the Hellyer mine. Both tenements cover prospective stratigraphy for base metal and gold deposits within the Mount Read Volcanic Belt.

No fieldwork was completed on the Bass Metals JV’s in 2012 however Copper Mines of Tasmania (CMT) drilled some highly significant copper intercepts approximately 1km south of the Lake Margaret JV. Drilling by CMT intersected 63m @ 2.7% Cu; including 31m @ 3.9% Cu and 142m @ 2.4% Cu; including 42m @ 5% Cu and the host rocks runs may trend into the Lake Margaret JV area.

TNT Mines JV's

(TNT 75%, Clancy 25%)

Clancy has one joint venture with TNT at Oonah EL63/2004 which is located immediately north of the historic Zeehan lead‐zinc‐tin field. TNT plans to drill a magnetic target that is prospective for Renison‐style tin mineralisation.

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Gordon Barnes who is a Member of the Australian Institute of Geoscientists. Mr Barnes is a full‐time employee of Clancy Exploration Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Gordon Barnes consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

The Board of Directors has pleasure in presenting its report on the consolidated entity consisting of Clancy Exploration Limited and the entity it controlled at the end of, or during, the year ended 31 December 2012.

1. Directors

(i) Names, Qualifications and Experience

The names and details of the Company’s directors in office at any time during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Dr Michael Etheridge, FTSE, FAICD, FAIG, FGSA (Non‐Executive Chairman) 66 Years

Dr Etheridge is a geologist who has had a varied career in universities, a government research organisation and in industry. He is currently non‐executive chairman of ABM Resources Ltd (ASX: ABU) (appointed November 2009) and deputy chairman and acting‐CEO of Zeus Resources Ltd (ASX: ZEU), and a non‐executive director of DET CRC Ltd, a collaborative research organisation involving the mining industry, universities and government research bodies. He was previously a director of Ballarat Goldfields NL prior to its takeover by Lihir Gold Ltd in March 2007 and of Lihir Gold Ltd (from March 2007 to September 2010), prior to its merger with Newcrest Ltd. He was also a director of Consolidated Minerals Ltd prior to its takeover by Palmary Plc (AIM) and Ariana Resources Plc (AIM). In 1989, Dr Etheridge switched from public sector research to industry and co‐founded the geoscience consultancy business Etheridge Henley Williams (EHW). EHW grew to over 30 staff on three continents before it merged with the SRK Consulting group to become SRK’s Australasian business in 1997. In 2004 Dr Etheridge left SRK Australasia, where he was chairman, to pursue a career as a professional company director in the resources and related R&D sectors.

Dr Etheridge was appointed as a director of the Company on 11 March 2011 and became Chairman on 25 July 2011. His relationship with the Company stretches back to 2004 when he was founding non‐executive chairman of Geoinformatics Exploration Inc (TSX‐V), from which Clancy Exploration Ltd was spun out in 2007. He is currently a member of the audit and the remuneration committees.

Dr Etheridge is a Fellow of the Australian Academy of Technological Sciences and Engineering, the Australian Institute of Company Directors, the Society of Economic Geologists and the Australian Institute of Geoscientists.

Gordon Barnes, BSc, MSc, MAIG, MSEG, MAICD

(Managing Director) 48 years

Mr Barnes is an exploration geologist with a background in exploration project management and technical consulting services. He has 26 years of practical experience, ranging from active field based projects through to multi‐commodity project generation initiatives in Australia, Asia, North and South America. He worked as an Exploration Geologist with Freeport‐McMoRan Copper & Gold Inc at the Karonie gold project in the Eastern Goldfields. Following Freeport's merger with the Normandy‐Poseidon Group in 1989, Mr Barnes became a Project then Senior Geologist with Normandy Exploration, working on projects in the Murchison (Au), Southern Cross (Au, Ni), Eastern Goldfields (Au), Pilbara (Au, Cu) and Kimberley (Ni, Co, Zn) regions of Western Australia.

Mr Barnes started consulting to the industry in 1996 and co‐founded the Insight Geoscience Group the following year. Insight Geoscience participated in several client‐sponsored project generative initiatives in Asia (Au, Cu), Australia (Zn, Cu, Pb) and North America (Zn). He has also worked on a variety of advanced database projects for multi‐national clients.

Mr Barnes joined Clancy's original parent company, Geoinformatics Exploration Inc., in April 2004 to manage the Australian exploration projects and transferred to Clancy in 2007 with overall responsibility for the management of Clancy's exploration projects.

Mr Barnes graduated from Royal Melbourne Institute of Technology with a Bachelor of Science in Applied Geology in 1987 and completed a MSc in Ore Deposit Geology at the University of Western Australia in 1996. He is a Member of the Australian Institute of Geoscientists, the Society of Economic Geologists and the Australian Institute of Company Directors.

Mr Barnes was appointed as Managing Director on 1 January 2011. He has not held a directorship in any other listed entity in the past three years.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

1. Directors (continued)

Dr James Macdonald, BA (Hon), MSc, PhD, PGeo, FSEG, MAICD (Non‐Executive, (Technical) ) 58 Years

Dr Macdonald is a geoscientist. During the past three years he has operated a New Zealand‐based consultancy business which for the previous five years was Brisbane‐based, providing professional geoscientific services to exploration and mining companies, mainly in Australia, Asia and Southern Africa. Dr Macdonald has over 37 years’ experience in the global exploration and mining industries. He was Chief Geologist for AGIP Resources focused on exploration in Canada and Europe in the late 1980’s. Dr Macdonald managed Andean gold exploration for Homestake Mining Company from 1994 to 1998. In 1998, Dr Macdonald joined Billiton International Metals as Chief Geoscientist, based in the Netherlands. Following the merger with BHP in 2001, he relocated to Brisbane, Australia, in a similar capacity as Global Geoscience Leader. In 2008, Dr Macdonald became a non‐executive chairman of International Base Metals Ltd. (unlisted) based in Sydney. He was a director of Mantle Diamonds Limited based in London from June 2006 to November 2009. In 2009, he became a non‐ executive Chairman of Craton Mining and Exploration Ltd, based in Windhoek, Namibia. He has not held a directorship in any other listed entity in the past three years. He is currently Chairman of the audit committee and Chairman of the remuneration committee. He was the Chairman of the Company until 25 July 2011.

Dr Macdonald completed a Bachelor of Arts with Honours at Oxford University, majoring in Geology and Mineralogy. He subsequently completed an MSc and a PhD in Economic Geology at the University of Toronto. He is a Member of the Association of Professional Engineers and Geoscientists of British Columbia, a Fellow of the Society of Economic Geologists and a Member of the Australian Institute of Company Directors.

Mark Lester, B.Com, CA

Non‐Executive Director, (Financial) ) 59 Years

Mr Lester is a Chartered Accountant in public practice. He is currently a partner in a Chartered Accounting practice based in Subiaco, Western Australia. He is also a Registered Auditor and a director of a Registered Tax Agent and is involved in advising a wide range of clients including public companies, large private groups, not for profit organisations and trustee entities. Previously, Mr Lester was company secretary of Melbourne‐based biotech company Meditech Research Limited for six years until its acquisition by Alchemia Limited. During that period of time Mr Lester acted as chief financial officer and was responsible for all ASIC and ASX compliance matters. Following his graduation, he joined a major international accounting firm where he worked for six years. In 1982, Mr Lester left public accounting to work in commerce gaining experience in the financial services and manufacturing sectors. In 1988 he returned to public practice. He has not held a directorship in any other listed entity in the past three years. He was Chairman of the audit committee and a member of the remuneration committee until his resignation from the Board.

Mr Lester graduated from the University of Western Australia with a Bachelor of Commerce.

Mr Lester resigned from the board on 31 August 2012.

Natalie Forsyth‐Stock, B.Bus, M.Bus, GAICD

Executive Director, 46 Years

Ms Forsyth‐Stock is an investment professional with over 20 years experience in investment banking and private equity investment. She was previously a Director of Allco Equity Partners Management Limited and Gresham Rabo Management Limited (both private equity managers), and the corporate advisory division of Gresham Partners Limited, where she specialized in mergers and acquisitions, fund raisings and valuations.

Ms Forsyth‐Stock has a Bachelor of Business (Accounting) and a Master of Business (Banking and Finance) from the University of Technology, Sydney, a Graduate Diploma in Applied Finance and Investment and is a Graduate of the Australian Institute of Company Directors.

Ms Forsyth‐Stock is currently a non executive director of Bounty Mining Limited (ASX:BNT).

Ms. Forsyth‐Stock was appointed to the board on 3 September 2012 and is the Company’s Chief Financial Officer. She is also a member of the Audit Committee.

12

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

1. Directors (continued)

(ii) Interests in the Shares and Options of the Company

(ii) Interests in the Shares and Options of the Company
No. of Shares	No. of Unlisted Options
Held at Beginning of Year Acquired During Year Granted as Remuneration Held at End of Year 1	Held at Beginning of Year Granted During Year (Expiring 31 December 2013) Granted During Year (Expiring 30 September 2013) Lapsed During Year Held at End of Year 1
G Barnes 504,041 387,621 1,565,885 2,457,547 M Etheridge 518,847 1,200,000 793,030 2,511,877 J Macdonald 570,512 ‐ 528,687 1,099,199 M Lester 201,926 ‐ ‐ 201,926 N Forsyth‐Stock ‐ ‐ 347,009 347,009	1,000,000 ‐ ‐ ‐ 1,000,000 ‐ ‐ ‐ ‐ ‐ 400,000 ‐ ‐ ‐ 400,000 250,000 ‐ ‐ ‐ 250,000 ‐ ‐ ‐ ‐ ‐
1,795,326 1,587,621 3,234,611 6,617,558	1,650,000 ‐ ‐ ‐ 1,650,000

	No. of Listed	Options
	Held at	Acquired		Held at
	Beginning of	During		End of
	Year	Year		Year 1
G Barnes	345,771		‐	345,771
M Etheridge	259,424		‐	259,424
J Macdonald	142,628		‐	142,628
M Lester	100,964		‐	100,964
	848,787		‐	848,787

1The Directors’ interests in the shares and options of the Company at reporting date and at the Company’s 31 December 2012 financial year end were identical.

2. Company Secretary

Rowan Caren, B.Com, CA (Company Secretary) 46 Years

Mr Caren is a Chartered Accountant with over 24 years commercial experience. He has been directly involved in the minerals exploration industry for 14 years. In 2004 he created a specialist company secretarial and advisory consultancy, Dabinett Corporate. He has provided financial and corporate services to several listed and unlisted companies involved in the resources sector. He qualified with PricewaterhouseCoopers and worked for them in Australia and overseas for six years.

Mr Caren graduated with a Bachelor of Commerce (Accounting) from the University of Western Australia and is a member of the Institute of Chartered Accountants in Australia. Mr Caren is a member of the Remuneration Committee.

3. Principal Activities

The principal activities during the year of the entities within the consolidated entity were mineral exploration and development.

13

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

4. Review of financial performance

The net consolidated loss from continuing operations for the year, after income tax, amounted to $1,931,371 (2011: $2,325,265).

The reduction in loss was primarily attributable to a fair value gain of $453,938 (2011: nil) associated with the Genesis Resources Limited shares that were acquired during the year, pursuant to an off market takeover offer. In addition, expenditure amounting to $212,265 was funded by a joint venture partner. During the year, total expenses amounted to $2,908,439 (2011: $2,920,685) of which $136,404 (2011: nil) related equity settled exploration expenditure and share based employee benefits.

Unrestricted cash and cash equivalents amounted to $1,839,986 as at 31 December 2012 (31 December 2011: $3,230,010). Under the terms of a joint venture, the Company has an obligation to spend $898,913 of this cash on a specific joint venture or in the event the joint venture partner does not elect to contribute beyond its minimum contribution this amount will be refunded.

5. Dividends

No dividend has been declared or paid by the Company since the end of the previous financial year and the directors do not at present recommend a dividend.

6. Review of Operations

During the year, the Company continued to explore its gold, copper and base metals projects in New South Wales, Tasmania and Western Australia, directly and through joint venture partners.

7. Likely Developments and Expected Results

Other than as referred to in this report, further information as to likely developments in the operations of the Company and likely results of those operations in future financial years would, in the opinion of the directors, be speculative.

8. Significant Changes in the State of Affairs

During the year, the Company made an off market takeover offer for Genesis Resources Limited. On 20 August 2012, the Company’s off market takeover closed. As at the close of the offer, the Company’s voting interest in Genesis Resources Limited was 8.92% or 8,157,000 shares.

On 13 August 2012, the Company announced that it had entered into a joint venture with Mitsubishi Materials Corporation of Japan (Mitsubishi) on three copper‐gold projects in NSW. Under the terms of the agreement, Mitsubishi has the right to earn 49% of the Cundumbul, Currumburrama and Genaren projects by funding A$3 million over three years with A$500,000 minimum commitment in the first year. The Company will manage the projects on behalf of the joint venturers .

9. Significant Events After Balance Date

Since the end of the financial year, the Company has entered into a Joint Venture Termination, Subscription and Royalty agreement with Gold Fields Australia Pty Ltd, under which the Company has sold its joint venture interests in six copper‐ gold projects in NSW. Clancy has received a total of A$1.5 million from a combination of the sale consideration and a placement of shares to a related body corporate of Gold Fields.

The sale consideration was A$1 million in cash which was paid immediately upon settlement. The equity component of A$500,000 was received immediately upon settlement of the placement which was done at 3.5c per share. Clancy retains rights to its 2.5% Net Smelter Return (NSR ) royalties on the six projects (in addition to Wellington North), subject to Gold Fields having the right at any time to purchase the NSR’s for A$20 million each.

Both parties’ pre‐emptive rights and the Gold Fields back‐in right on the Gobondery project were terminated as part of the agreement.

14

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

10. Indemnity for Group Officers and Auditors

To the extent permitted by law, the Company indemnifies every person who is or has been:

1. an Officer against any liability to any person (other than the Company or a related entity) incurred while acting in that capacity and in good faith; and

2. an Officer or auditor of the Company, against costs and expenses incurred by that person in that capacity in successfully defending legal proceedings and ancillary matters.

11. Remuneration Report – Audited

This report details the nature and amount of remuneration for each director of Clancy Exploration Limited and the Group, and for the executives receiving the highest remuneration in accordance with the requirements of Section 300A of the Corporations Act 2001 and its Regulations. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Act. This remuneration report forms a part of the Directors’ Report.

For the purposes of this report Key Management Personnel (KMP) of the Group 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 three executives in the Parent and the Group receiving the highest remuneration.

For the purposes of this report, the term “executive” encompasses the Managing Director, senior executives and the company secretary of the Parent and the Group.

Remuneration Policy

The remuneration policy of Clancy Exploration Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long‐term incentives. The board of Clancy Exploration Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the consolidated entity, as well as align interests of directors, executives and shareholders.

No options to acquire ordinary shares were granted during the year ended 31 December 2012. The Board however believes that options are an effective remuneration tool which preserve the cash reserves of the Company whilst providing valuable remuneration. The options, granted in 2009 with an expiry date of 10 August 2013 are not transferable and are to be forfeited if either the grantee voluntarily terminates his employment and does not exercise the options within thirty days of resignation or the Company terminates his employment for reasons of serious misconduct. The options, granted in 2010 with an expiry date of 30 September 2013 may only be transferred with the Board’s consent and are to be cancelled if either the grantee voluntarily terminates his employment and does not exercise the options within thirty days of resignation or the company terminates his employment for reasons of serious misconduct. The options, granted in 2010 with an expiry date of 31 December 2013 are not transferable and they may be cancelled at the Board’s discretion if either the grantee voluntarily terminates his employment and does not exercise the options within thirty days of resignation or the Company terminates his employment for reasons of serious misconduct.

Shares were issued to executive directors, executives and consultants pursuant to the Company’s Employee Share Option and Loan Plan (“Plan”). The Board believes that shares are an effective remuneration tool which preserves the cash reserves of the Company whilst providing valuable remuneration. The Plan was approved by shareholders in May 2011 and allows the Board to make offers of Shares (”Plan Shares”) in order to provide an incentive to deliver growth and value for the benefit of all shareholders. The Plan differs from the option plan as it delivers a direct ownership interest in the Company. A participant in the Plan must not sell, transfer, assign, mortgage, charge or otherwise encumber a Share issued under the Plan until the later of the following (to the extent applicable):

• the repayment in full of any loan advanced by the Company to the participant contemporaneously with the issue of Shares under the Plan;

• the expiry of any service continuity period specified by the Company at the time of issue of the Shares; and

• the satisfaction of any performance criteria specified by the Company at the time of issue of the Shares.

If an eligible employee ceases to be an eligible employee of the Company during the period of restriction the Company may buy‐back the Plan Shares the subject of the restriction at a price equal to the issue price or the market price at the Board’s discretion.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

11. Remuneration Report – Audited (continued)

Loans have been advanced to the executive directors, executives and consultants to pay the cash consideration for the Plan Shares. During the term of any such loan, dividends paid in respect of the Plan Shares in relation to which the Company made the loan will be retained by the Company as interest paid by the borrower on the loan. The borrower must repay the loan to the Company on the earlier of 5 years from the date of allotment of the Plan Shares to which the loan relates, or the date the borrower ceases to be employed by the Company. In such an event, the borrower is required to make available to the Company their Plan Shares to settle the loan. This will result in the Company meeting the loss on the loan so that the loan is effectively linked to the value of the Shares.

The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the consolidated entity is as follows:

• The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed and approved by the board.

• All executives receive a base salary (which is based on factors such as length of service and experience).

• The Managing Director may also receive a cash bonus if certain Key Performance Indicators are met.

• In prior years, executives have received options to acquire ordinary shares.

• In the current year, executives have been granted Shares pursuant to the Company’s Employee Share Option and Loan Plan. An allocation of shares was made based on factors such as length of service and experience.

• The board reviews executive packages annually by reference to the consolidated entity’s performance, executive performance and comparable information from industry sectors.

All remuneration paid to directors and executives is valued at the cost to the Company and is expensed over the appropriate vesting period. Options and shares issued under the Employee Share Plan are valued using the Binomial Tree methodology.

Non‐Executive Directors

The board policy is to remunerate non‐executive directors at market rates for time, commitment and responsibilities. The board determines payments to the non‐executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.

The maximum aggregate amount of fees that can be paid to non‐executive directors is subject to approval by shareholders at the Annual General Meeting. Currently there is a maximum aggregate sum of $200,000 per annum, which is to be divided between the non‐executive Directors in the proportions agreed between them or, failing agreement, equally.

Directors are encouraged to hold shares in the Company and have been granted options in previous years. Shares were issued to non‐executive directors pursuant to the Company’s Employee Share Option and Loan Plan (“Plan”) as set out above under “Remuneration Policy”. The Board believes that shares are an effective remuneration tool which preserves the cash reserves of the Company whilst providing valuable remuneration. Loans have been advanced to the non‐ executive directors to pay the cash consideration for the Plan Shares.

Remuneration Sub‐Committee

The Board has established a sub‐committee to consider remuneration of the Board and key management personnel. The Remuneration Sub‐Committee may seek independent professional advice to formulate remuneration policy recommendations which are then submitted to the Board for approval. The Remuneration Sub‐Committee did not meet during the 2012 year but has held a meeting in March 2013. The Remuneration Sub‐Committee is comprised of the Chairman of the Board, Dr Mike Etheridge (joined 1 March 2012), and the independent non‐executive Director, Dr James Macdonald and the Company Secretary, Mr Rowan Caren, who re‐joined the Sub‐Committee on 13 February 2013 following the resignation from the Board of former non‐executive Director Mr Mark Lester. The Company Secretary had previously been a member of the Committee until 1 March 2012.

16

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

11. Remuneration Report – Audited (continued)

Company performance, shareholder wealth and director and executive remuneration

Shares and options are issued to the majority of directors and executives to encourage the alignment of personal and shareholder interests.

Executive and non‐executive directors, other key management personnel and other senior employees have been granted options over ordinary shares and ordinary shares. All options granted have vested. The recipients of options and shares are responsible for growing the Company and increasing shareholder value. If they achieve this goal the value of the options and shares granted to them will also increase. Therefore the options and shares provide an incentive to the recipients to remain with the Company and to continue to work to enhance the Company's value.

There is no policy in place which limits exposure to risk in relation to those securities in the Company which constitute an element of directors’ remuneration and which are linked to satisfaction of Company performance conditions.

The table below sets out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the five years to 31 December 2012:

Consolidated Entity:

	31 December	31 December	31 December	31 December	31 December 2008
	2012	2011	2010	2009
Revenue	$977,069	$595,420	$81,643	$394,086	$954,456
Net loss before tax	($1,931,371)	($2,325,365)	($3,119,802)	($3,201,171)	($2,116,053)
Net loss after tax	($1,931,371)	($2,325,265)	($2,743,959)	($3,201,171)	($2,133,441)
Share price at end of year1	3 cents	5 cents	9 cents	15 cents	6 cents
Basic lossper share	(1.1 cents)	(1.7 cents)	(3.0 cents)	(5.4 cents)	(4.5 cents)
Diluted lossper share	(1.1 cents)	(1.7 cents)	(3.0 cents)	(5.4 cents)	(4.5 cents)

1The nature of the shares and options granted to KMP’s serve to align the interests of the KMP’s with the interests of shareholders.

Note 1: The Company was listed on the ASX on 11 July 2007. Note 2: No dividends have been declared or paid since the Company was listed.

Key Management Personnel Remuneration Policy

The remuneration structure for key management personnel, as determined by the Board, is based on a number of factors, including length of service, particular experience of the individual concerned and their role within the organisation. The contracts of service between the Company and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate future.

17

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

11. Remuneration Report – Audited (continued)

Key Management Personnel Remuneration:

Remuneration for the year ended 31 December 2012

Key Management Person & Position	Short‐term Benefits Long‐term Benefits Post‐employment Benefits Long term incentive Total
	Salary or Fees $ Consulting fees $ Long service leave 4 $ Superannuation $ Share Based Payments $ $
G Barnes 1 Managing Director	240,000 ‐ 3,262 21,600 3,513 268,375
M Etheridge Non‐Executive Chairman	60,000 ‐ ‐ 5,400 1,779 67,179
J Macdonald Non‐Executive Director	35,999 ‐ ‐ ‐ 1,186 37,185
M Lester 2 Non‐Executive Director	22,018 ‐ ‐ 1,982 ‐ 24,000
R Caren Company Secretary	‐ 62,850 ‐ ‐ 2,969 65,819
G Doig 2 Chief Financial Officer	‐ 52,320 ‐ ‐ ‐ 52,320
N Forsyth‐Stock 2 Chief Financial Officer and executive director#	11,009 122,468 ‐ 990 2,969 137,436
J. Vassallo3 Exploration Manager	156,500 ‐ ‐ 14,085 7,421 178,006
	525,526 237,638 3,262 44,057 19,837 830,320

1 G Barnes was appointed as managing director on 1 January 2011 whilst retaining the position of exploration manager until 30 April 2012. He may receive a cash bonus which is performance related at the Board’s discretion.

2 M. Lester resigned during the period; therefore his remuneration does not represent remuneration for the whole financial year. N. Forsyth‐Stock was appointed as an Executive Director during the period; therefore her remuneration does not represent remuneration for the whole financial year. G Doig resigned during the period and was replaced by N Forsyth‐ Stock in the capacity of Chief financial officer; therefore his remuneration does not represent remuneration for the whole financial year.

3 J Vassallo was appointed exploration manager on 1 May 2012.

4 Long‐service leave disclosed as remuneration for 2012 and 2011 is presented on an accruals basis and has not been paid out.

18

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

11. Remuneration Report – Audited (continued)

Remuneration for the year ended 31 December 2011

	Short‐term Benefits Long‐term Benefits Post‐employment Benefits Total
Key Management Person & Position	Salary or Fees $ Consulting fees $ Long service leave 1 $ Superannuation $ $
G Barnes Managing Director	240,000 ‐ 35,244 21,600 296,844
M Etheridge Non‐Executive Chairman	37,339 ‐ ‐ 3,361 40,700
J Macdonald Non‐Executive Director	41,010 ‐ ‐ ‐ 41,010
M Lester Non‐Executive Director	31,326 ‐ ‐ 2,820 34,146
R Caren Company Secretary	‐ 66,278 ‐ ‐ 66,278
G Doig Chief Financial Officer	‐ 113,341 ‐ ‐ 113,341
	349,675 179,619 35,244 27,781 592,319

1 Long‐service leave disclosed as remuneration for 2012 and 2011 is presented on an accruals basis and has not been paid out.

During the financial year, the following share‐based payment arrangements granted as compensation were in existence:

Options

Holder Option Series	Granted No. Grant Date Vesting Date Expiry Date Fair Value per Option at Grant Date $ Exercise Price $
Employees Consultants Incentive Directors Incentive Employees Incentive Total	2,050,000 12 August 2009 12 August 2009 10 August 2013 0.0507 0.175 1,650,000 28 January 2010 28 January 2010 31 December 2013 0.0680 0.195 1,100,000 4 May 2010 4 May 2010 30 September 2013 0.0654 0.185 4,800,000

Plan Shares

Holder Granted No. Grant Date Issue Price	Fair Value of Share Based Payments (Total) $	Fair Value of Share Based Payments Expensed in 2012 $
Employees and Consultants 2,758,723* 10 July 2012 0.02	49,358	23,600
Directors 2,887,602 31 October 2012 0.026	38,868	6,478
Total	88,226	30,078

*Net of shares bought back

Options Granted As Part of Remuneration

Options are issued to directors and executives as part of their remuneration for nil consideration.

19

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

11. Remuneration Report – Audited (continued)

Options Granted As Part of Remuneration for the year ended 31 December 2012

No options were issued to directors as part of their remuneration during the course of the year ended 31 December 2012. No options were exercised, or forfeited during the year.

There were no alterations to the terms and conditions of any options granted as remuneration since their grant date.

Details of share‐based payments in existence during 2012 are disclosed in this Directors’ Report and Notes 17, 25 and 26 to the Annual Financial Statements.

Contracts with Directors and Key Management Personnel

Gordon Barnes

The key provisions of the contract with Gordon Barnes (Managing Director) are as follows:

Contract Duration

Rollingcontract

Notice Period for Termination and Termination Payments

Mr Barnes’ remuneration is subject to an annual review undertaken by the remuneration committee. Mr Barnes may receive a discretionary performance‐based cash bonus of up to 25% of his gross salary if in the opinion of the Board certain Key Performance Indicator measures are met. Mr Barnes may terminate his employment by providing 3 months notice in writing. The Company may terminate Mr Barnes’ employment, for reasons other than serious misconduct, by providing 3 months notice or providing payment in lieu of this notice period. The Company may immediately terminate Mr Barnes’ employment for reasons of serious misconduct.

12. Auditor Independence and Non‐Audit Services

During the financial year, Ernst and Young, the Group’s auditor, performed certain services in addition to its statutory audit duties. The total non‐audit services provided by the external auditor provided amounted to $56,921.

The Board of Directors is satisfied that the provision of non‐audit services by the external auditor did not compromise the auditor independence requirements of the act due to the following reasons:

1) all material non‐audit services have been reviewed and approved by the Board of Directors prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor;

2) none of the services undermines the general principles relating to auditors independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing and auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing economic risks and rewards.

13. Auditors’ Independence Declaration

The auditors’ independence declaration for the year ended 31 December 2012 has been received and can be found on page 23.

14. Corporate Governance

In recognising the need for the highest standards of corporate behaviour and accountability, the directors support and have adhered to the principles of corporate governance. The Company’s corporate governance statement is included on page 70 of this Annual Report.

20

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

15. Share Options

At the date of this report 98,934,786 options to acquire ordinary shares in Clancy Exploration Limited were on issue, as follows:

	Number	Expiry Date	Exercise Price	Description
	94,134,786	31 July 2013	15 cents	Listed Options
	2,050,000	10 August 2013	17.5 cents	Incentive Options 1
	1,650,000	31 December 2013	19.5 cents	Director Options 1
	1,100,000	30 September 2013	18.5 cents	Employee Incentive Options

~~[1 ]~~ These options are non‐transferable.

Share‐based payments and options issued to directors, consultants and eligible employees, are disclosed in this Directors’ Report and Notes 17, 25 and 26 to the Annual Financial Statements.

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate, with the exception of the abovementioned Listed (Free Attaching) Options in the event the Company makes a bonus issue of ordinary shares.

16. Directors’ Meetings

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

Director	Directors’ Meetings Eligible to Attend	Directors’ Meetings Attended	Remuneration Committee Meetings Eligible to Attend	Remuneration Committee Meetings Attended	Audit Committee Meetings Eligible to Attend	Audit Committee Meetings Attended
G Barnes	10	10	‐	‐	‐	‐
M Etheridge	10	10	‐	‐	5	3
J Macdonald	10	10	‐	‐	5	4
M Lester	6	6	‐	‐	3	3
N Forsyth‐ Stock	4	4	‐	‐	2	2

17. Insurance and Indemnity of Officers

The Company has in respect of any person who is or has been a director or officer of the Company paid a premium in respect of a contract insuring all directors and officers against a liability. The Company maintains insurance policies for the benefit of the relevant director or officer for the term of their appointment and for a period of seven years after retirement or resignation.

The Company has entered into a Deed of Indemnity, Access and Insurance with each of its Directors and the Company Secretary. Under the Deeds of Indemnity, Access and Insurance the Company will indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Deeds of Indemnity, Access and Insurance also provide for the right to access Board papers and other Company records.

18. Risk Management

The Company takes a proactive approach to risk management including monitoring actual performance against budgets and forecast and monitoring investment performance. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the consolidated entity’s objectives and activities are aligned with the risks and opportunities identified by the Board.

21

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ REPORT

19. Environmental Regulations and Performance

The Company is required to carry out the exploration and evaluation of its mining tenements in accordance with various State Government Acts and Regulations.

In regard to environmental considerations, the Company is required to obtain approval from various State regulatory authorities before any exploration requiring ground disturbance, such as line clearing, drilling programs and costeaning is carried out. It is normally a condition of such regulatory approval that any area of ground disturbed during the Company’s activities is rehabilitated in accordance with various guidelines.

There have been no significant breaches of these guidelines.

This report is made in accordance with a resolution of the directors.

==> picture [65 x 50] intentionally omitted <==

G.J. Barnes Managing Director

Signed at Orange, NSW dated this 22nd day of March 2013

22

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

AUDITOR’S INDEPENDENCE DECLARATION

==> picture [427 x 649] intentionally omitted <==

23

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2012

Notes Income Other income 4 Total Income Employee benefits expense 5(a) Consulting and outsourced services expense Exploration expenditure Travel expense Share based payment expense 26(a) Computer related costs Occupancy costs Insurance expense Marketing expense Depreciation, amortisation and impairment expense 5(b) Finance costs 5(c) Other expenses Total expenses Loss from continuing operations before income tax benefit Income tax benefit 6 Loss from continuing operations after tax for the period Other comprehensive income: Other comprehensive Income Other comprehensive income/(loss) net of tax Total comprehensive loss attributable to owners of the parent Basic and diluted loss per share (cents per share) 7	Consolidated 2012 2011 $ $ 977,069 595,420
	977,069 595,420 (1,044,753) (908,909) (594,523) (428,463) (1,031,008) (1,357,767) (32,778) (62,345) (30,078) ‐ (13,454) (16,785) (2,346) (11,047) (26,783) (24,242) (11,385) (13,387) (72,166) (76,417) ‐ (2,213) (49,166) (19,110)
	(2,908,440) (2,920,685)
	(1,931,371) (2,325,265) ‐ ‐
	(1,931,371) (2,325,265) ‐ ‐
	‐ ‐
	(1,931,371) (2,325,265)
	(1.1 cents) (1.7 cents)

The accompanying notes form part of these financial statements on pages 28 to 62 of this annual report.

24

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2012 Notes ASSETS Current Assets Cash and cash equivalents 8 Restricted cash asset 8 Trade and other receivables 9 Financial assets 10 Total Current Assets Non‐Current Assets Plant and equipment 11 Intangible assets 12 Total Non‐Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 13 Provisions 14 Unearned revenue 15 Exploration expenditure reimbursed in advance 15 Total Current Liabilities Non‐Current Liabilities Provisions 14 Total Non‐Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 16 Reserves 17 Accumulated losses TOTAL EQUITY	Consolidated 2012 2011 $ $ 1,839,986 3,230,010 300,000 118,000 575,447 631,841 911,483 ‐
	3,626,916 3,979,851
	99,425 154,209 1,221 3,551
	100,646 157,760
	3,727,562 4,137,611
	320,353 347,146 40,841 38,952 89,891 ‐ 898,913 ‐
	1,349,998 386,098
	45,935 37,471
	45,935 37,471
	1,395,933 423,569
	2,331,629 3,714,041
	13,958,929 13,409,971 1,660,974 1,660,974 (13,288,274) (11,356,904)
	2,331,629 3,714,041

The accompanying notes set out on pages 28 to 62 of this annual report form part of these financial statements.

25

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2012 FOR THE YEAR ENDED 31 DECEMBER 2012

CONSOLIDATED Notes	Ordinary Shares Share based payment Reserve (Accumulated Losses) Total Equity $ $ $ $
At 1 January 2012 Total comprehensive income for the period, net of tax Transaction costs on share issues 16 Issue of share capital 16	13,409,970 1,660,974 (11,356,903) 3,714,041 ‐ ‐ (1,931,371) (1,931,371) (7,514) ‐ ‐ (7,514) 468,247 ‐ ‐ 468,247 88,226 ‐ ‐ 88,226
Share based payment ‐ employee, directors and consultants shares 16
At 31 December 2012 At 1 January 2011 Total comprehensive income for the period, net of tax Issue of share capital and free attaching options 16, 17 Proceeds ‐ exercised options 16 Transaction costs on share issues 16 Share‐based payments 16, 17 At 31 December 2011	13,958,929 1,660,974 (13,288,274) 2,331,629
	10,166,441 824,008 (9,031,638) 1,958,811 ‐ ‐ (2,325,265) (2,325,265) 3,699,328 733,740 ‐ 4,433,068 45 ‐ ‐ 45 (455,844) ‐ ‐ (455,844) ‐ 103,226 ‐ 103,226
	13,409,970 1,660,974 (11,356,903) 3,714,041

The accompanying notes set out on pages 28 to 62 of this annual report form part of these financial statements.

26

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2012

Notes CASH FLOWS USED IN OPERATING ACTIVITIES Proceeds from sale of interest in tenements Sundry income Reimbursement of exploration expenditure and receipts of management fee Management fee received Payments to suppliers and employees Receipts of research and development rebate Interest received Interest paid NET CASH FLOWS USED IN OPERATING ACTIVITIES 18 CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of plant and equipment Purchase of intangible assets Proceeds on sale of property, plant and equipment Payment for financial assets NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of shares Costs of share issue Proceeds of borrowing Repayment of borrowing Loans to related entity ‐ payments made NET CASH FLOWS FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD 8	Consolidated 2012 2011 $ $ ‐ 40,000 17,431 370 918,257 ‐ 91,826 ‐ (2,851,582) (2,850,702) 405,261 375,843 145,611 87,299 ‐ (2,213)
	(1,273,196) (2,349,403)
	(13,127) (96,266) (562) (1,835) ‐ 266 (95,625) ‐
	(109,314) (97,835)
	‐ 4,380,583 (7,514) (363,418) ‐ 19,409 ‐ (19,409) ‐ (285)
	(7,514) 4,016,880
	(1,390,024) 1,569,642 3,230,010 1,660,368
	1,839,986 3,230,010

The accompanying notes set out on pages 28 to 62 form part of these financial statements.

27

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

1. CORPORATE INFORMATION

Te financial statements of Clancy Exploration Limited (the Company or the Group) for the year ended 31 December 2012 were authorised for issue in accordance with a resolution of the directors on 22 March 2013. Clancy Exploration Limited is a for profit entity.

Clancy Exploration Limited (the parent) is a company limited by shares, incorporated in Australia, and whose shares are publicly traded on the Australian Securities Exchange.

The nature of the operations and principal activities of the consolidated entity are described in the Directors' Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements include separate financial statements for Clancy Exploration Limited as an individual entity and the consolidated entity consisting of Clancy Exploration Limited and its controlled entity.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. These financial statements have also been prepared on a historical cost basis, except for available‐for‐sale investments, which have been measured at fair value.

These financial statements are presented in Australian dollars.

(b) Statement of Compliance

These financial statements comply with Australian Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law.

Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the company and the Group comply with International Financial Reporting Standards (‘IFRS’).

(c) New accounting standards and interpretations

(A) Changes in accounting policy and disclosure

From 1 January 2012 the Group has adopted all standards and interpretations, mandatory for annual reporting periods beginning 1 January 2012. Adoption of these standards and interpretations did not have any effect on the financial position or performance of the Group .

The following Australian Accounting Standards and Interpretations that have recently been issued but are not yet effective have not been adopted by the Group for the annual reporting period ending 31 December 2012. Not of the standards issued or not yet effective are expected to have a significant impact to the financial statements unless specifically stated below. Those that are relevant to the Group are outlined below:

AASB 2011‐9 Amendments to Australian Accounting Standards ‐ Presentation of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049]

This standard requires entities to group items presented in other comprehensive income on the basis of whether they might be reclassified subsequently to profit or loss and those that will not. The amendments to IAS 1 are effective for annual periods beginning on or after 1 July 2012 and will therefore be applied in the Group’s first annual report after becoming effective.

The revised standard is effective for annual periods beginning on or after 1 January 2013.

28

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

AABS 9 Financial Instruments: Classification and Measurement

AASB 9 includes requirements for the classification and measurement of financial assets. It was further amended by AASB 2010‐7 to reflect amendments to the accounting for financial liabilities.

These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are described below.

Financial assets that are debt instruments will be 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. The standard 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.

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, on different bases.

Where the fair value option is used for financial liabilities the change in fair value is to be 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 presented in profit or loss.

Further amendments were made by AASB 2012‐6 which amends the mandatory effective date to annual reporting periods beginning on or after 1 January 2015. AASB 2012‐6 also modifies the relief from restating prior periods by amending AASB 7 to require additional disclosures on transition to AASB 9 in some circumstances. Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009‐ 11 and superseded by AASB 2010‐7 and 2010‐10.

The adoption of the first phase of AABS 9 may have an effect on the classification and measurement of the Group’s financial assets, but will not have an impact on classification and measurement of financial liabilities. The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.

AABS 10 Consolidated Financial Statements, AABS 127 Separate 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 UIG‐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. The revised standard is effective for annual periods beginning on or after 1 January 2013.

AABS 11 Joint Arrangements

AASB 11 replaces AASB 131 Interests in Joint Ventures and UIG‐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 it 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 standard is effective for annual periods beginning on or after 1 January 2013.

29

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) New accounting standards and interpretations (continued)

AABS 12 Disclosure of Interests in Other Entities

AASB 12 includes all disclosures relating to an entity's interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non‐controlling interests. This standard is effective for annual periods beginning on or after 1 January 2013.

AABS 13 Fair Value Measurement

AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application of this definition may result in different fair values being determined for the relevant assets.

AASB 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 the fair value determined. Consequential amendments were also made to other standards via AASB 2011‐8.This standard is effective for annual periods beginning on or after 1 January 2013.

(d) Basis of consolidation

The consolidated financial statements comprise the financial statements of Clancy Exploration Limited and its subsidiary (as outlined in Note 23) as at 31 December each year (the Group or the Consolidated entity).

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra‐group transactions have been eliminated in full. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Investments in subsidiaries held by Clancy Exploration Limited are accounted for at cost in the separate financial statements of the parent entity.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition (see Note 2 (e)).

(e) Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair value of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any non‐controlling interest in the acquiree. For each business combination, the acquirer measures the non‐controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred.

30

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Business combinations

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or in other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured.

(f) Segment reporting

Management has assessed that the Company’s reportable business segments under the quantitative criteria set out in AASB 8 Segment Reporting and has determined that no additional operating segments disclosures are required.

AASB 8 requires the ‘management approach’ to the identification, measurement and disclosure of operating segments. The ‘management approach’ requires that operating segments be identified on the basis of internal reports that are regularly reviewed by the entity’s chief operating decision maker, for the purpose of allocating resources and assessing performance. This could also include the identification of operating segments which sell primarily or exclusively to other internal operating segments.

In its adoption of the ‘management approach’ to segment reporting, the Company has identified that it continues to operate as a gold, copper and base metals explorer and developer, in a single reportable business segment, under one segment manager, in one geographical location being Australia, consistent with the prior year. The information disclosed in the financial statements is the same information utilised internally by the chief operating decision maker. Accordingly no additional quantitative or qualitative disclosures are required.

(g)

Foreign currency translation

(i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Australian dollars, which is Clancy Exploration Limited’s functional and presentation currency.

(ii) Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.

Non‐monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non‐monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

(h) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and short‐term deposits with an original maturity of not more than 3 months 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 and cash equivalents consist of cash and cash equivalents as defined above. The consolidated entity does not have any bank overdraft facilities.

Restricted cash represents the cash funds held in term deposit for exploration licences for a period longer than 3 months but shorter than 12 months.

31

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Trade and other receivables

Trade receivables are generally paid on 30 day settlement terms and are recognised and carried at original invoice amount less an allowance for impairment. Trade receivables are non‐interest bearing.

Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment provision would be recognised when legal notice has been sent and a reply not received within 30 days.

(j) Investments and other financial assets

Investments and financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are categorised as either financial assets at fair value through profit and loss, loans and receivables, held‐to‐ maturity investments, or available‐for‐sale financial assets. The classification depends on the purpose for which the investments were acquired. Designation is re‐evaluated at each financial year end, but there are restrictions on reclassifying to other categories.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of assets not at fair value through profit and loss, directly attributable transaction costs.

Recognition and Derecognition

All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the consolidated entity commits to purchase the asset. Regular way 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 are derecognised when the right to receive cash flows from the financial assets has expired or when the entity transfers substantially all the risks and rewards of the financial assets. If the entity neither retains nor transfers substantially all of the risks and rewards, it derecognises the asset if it has transferred control of the assets.

(i) Loans and receivables

Loans and receivables including loan notes are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at the transaction price minus principal repayments and minus any allowance for impairment or uncollectability. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired. Loans and receivables are included with receivables in current assets in the statement of financial position, except for those with maturities greater than 12 months after balance date, which are classified as non‐current. Loans and receivables with maturities greater than 12 months are carried at amortised cost using the effective interest rate method.

(ii) Available‐for‐sale securities

Available‐for‐sale investments are those non‐derivative financial assets, principally equity securities, that are designated as available‐for‐sale or are not classified as any of the following categories: financial assets at fair value through profit or loss, held‐to‐maturity investments or loans and receivables. After initial recognition available‐for‐sale securities 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 judgmental inputs to a minimum.

32

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(j) Investments and other financial assets (continued)

(iii) Financial assets carried at cost

Investments are initially measured at fair value, net of transaction costs. Subsequent to initial recognition, investments in subsidiaries are measured at cost in the Company financial statements. If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

(k) Interest in a jointly controlled operation

A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. This exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control (the venturers). A jointly controlled operation involves use of assets and other resources of the venturers rather than establishment of a separate entity.

The consolidated entity can elect to contribute to ongoing exploration costs in proportion to its interests or dilute (a farm‐out arrangement). If contributions are made during the reporting period, they are accounted for as exploration expenditure. Once the joint venture partner had earned its interest, the Company recovers expenditure equivalent to the other joint venture partner's interest.

The Group does not record any expenditure made by the farmee on its account. It also does not recognise any gain or loss on its exploration and evaluation farm‐out arrangements. Any cash consideration received directly from the farmee is credited against costs previously incurred in relation to the whole interest.

When the Group, acting as an operator, receives reimbursement of direct costs recharged to the joint venture, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint venture and therefore have no effect on profit or loss.

In many cases, the Group also incurs certain general overhead expenses in carrying out activities on behalf of the joint venture. As these costs can often not be specifically identified, joint venture agreements allow the operator to recover the general overhead expenses incurred by charging an overhead fee that is based on a fixed percentage of the total costs incurred for the year, often in the form of a management fee. Although the purpose of this recharge is very similar to the reimbursement of direct costs, the Group is not acting as an agent in this case. Therefore, the general overhead expenses and the overhead fee are recognised in profit or loss as an expense and income, respectively.

(l) Intangibles and Impairment of non‐financial assets other than that of goodwill

Intangible assets acquired separately are initially measured at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets are not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or at least at each financial year‐end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.

The consolidated entity does not have any intangible assets with indefinite lives.

33

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(l) Intangibles and Impairment of non‐financial assets other than that of goodwill (continued)

(i) Impairment

Intangible assets other than goodwill and indefinite life intangibles are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The consolidated entity conducts an annual internal review of asset values, which is used as a source of information to assess for any indicators of impairment. External factors, such as changes in expected future processes, technology and economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of the asset’s fair value less costs to sell and value‐in‐use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash‐generating units). Non‐financial assets other than goodwill that were impaired are tested for possible reversal of the impairment when events or changes in circumstances indicate that the impairment may have reversed.

(ii) Derecognition and disposal

Any gain or loss arising on derecognition of an intangible asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

(m) Plant and Equipment

Plant and equipment is stated at historical cost less depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of these items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

Depreciation is calculated using the straight line and diminishing value methods to allocate the cost of the specific assets over their estimated useful lives. The expected useful lives are detailed in Note 11.

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.

(i) Impairment

The carrying values of plant and equipment are reviewed for impairment at each reporting date, with the recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.

The directors have determined that items of plant and equipment do not generate independent cash inflows and that the business of the consolidated entity is, in its entirety, a cash‐generating unit. The recoverable amount of plant and equipment is thus determined to be its fair value less costs to sell.

An impairment exists when the carrying value 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. For plant and equipment, impairment losses are recognised in the statement of comprehensive income as an expense.

(ii) Derecognition and disposal An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the statement of comprehensive income. When revalued assets are sold, it is consolidated entity policy to transfer the amounts included in other reserves in respect of those assets to retained earnings.

34

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n) Trade and other payables

Trade payables and other payables are carried at the transaction price minus principal repayments. They 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. The amounts are unsecured and are usually paid within 30 days of recognition.

(o) Provisions and employee benefits

Provisions are recognised when the consolidated entity has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the consolidated entity expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a risk‐free government bond rate relative to the expected life of the provision is used as a discount rate. If the effect of the time value of money is material, provisions are discounted using a current pre‐tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be settled with 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. Liabilities for annual leave expected to be settled within 12 months of the reporting date are recognised in the current provision for the employee benefits. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non‐accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long Service Leave

The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(p) Share‐based payment transactions

(i) Equity settled transactions :

The consolidated entity provides benefits to its directors, employees and consultants in the form of share‐based payments, whereby directors and employees render services in exchange for options to acquire shares, rights over shares (equity‐settled transactions) and shares issued pursuant to the Company’s Employee Share and Loan Plan (“Plan”). The consolidated entity has also issued ordinary shares and unlisted options as consideration to vendors for the acquisition of exploration licences and drilling services.

The cost of these equity‐settled transactions is measured by reference to the fair value to the Company of the equity instruments at the date at which they were granted in the case of options and shares issued under the Plan for directors, employees and consultants; and the closing share price on, or just before, either the date of entering into, or executing, an exploration licence purchase agreement in the case of options and shares issued to tenement vendors as consideration for the settlement price. The fair value of the unlisted options and shares issued under the Plan is determined using a Binomial Tree model, taking into account the terms and conditions upon which the options were granted.

35

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(p) Share‐based payment transactions (continued)

The cost of equity‐settled transactions is recognised as an expense, together with a corresponding increase in equity, on a straight‐line basis, over the period in which the vesting and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant directors and employees become fully entitled to the options (the vesting date) or shares issued under the Plan.

At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income reflects:

• (i) the grant date fair value of the options and shares issued under the Plan;

• (ii) the current best estimate of the number of options and shares issued under the Plan that will ultimately vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of vesting conditions being met, based on best available information at balance date; and

• (iii) the extent to which the vesting period has expired.

The charge to the statement of comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding entry to equity.

If the terms of an equity‐settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share‐based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity‐settled award is cancelled, it is treated as if it has 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.

The dilutive effect, if any, of outstanding options and shares issued under the Plan is reflected as additional share dilution in the computation of diluted earnings per share.

(q) Issued Capital

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

(r) Revenue recognition

Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits 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:

• (i) Rendering of Services

Where the work performed in relation to a joint venture or other contract outcome can be reliably measured:

• right to receive compensation for the services provided and the stage of completion can be reliably measured. Stage of completion is measured by reference to the labour hours performed to date as a percentage of total estimated labour hours in relation to a joint venture or for each contract. Where it is probable that a loss will arise in relation to a joint venture or from a contract, the excess of total costs over revenue is recognised as an expense immediately.

Where the contract outcome cannot be reliably measured:

• revenue is recognised only to the extent that the costs that have been incurred are recoverable.

Unearned income is recognised in respect of progress billings and advances on exploration contracts in progress, received in advance, or not represented by work done or reimbursable expenditure incurred, under joint venture arrangements. Such income is recognised and brought to account over time as it is earned.

36

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(r) Revenue recognition

(ii) Interest revenue

Revenue is recognised as interest accrued using the effective interest method. This is a method of calculating the amortised costs of a financial asset and allocating the interest revenue over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

All revenue is stated net of Goods and Services Tax (“GST”).

(s) Income tax and other taxes

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

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

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset/liability in a transaction that is not a business combination and that, at the time of transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the taxable temporary difference is associated with investments in subsidiaries, associates or interest in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax credits 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 credits and unused tax losses can be utilised, except:

• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of the 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 reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

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

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

37

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(s) Income tax and other taxes

Tax consolidation legislation

Clancy Exploration Limited and its wholly‐owned Australian controlled entity formed a tax consolidated group on 1 July 2008. However, they continue to account for their own current and deferred tax amounts. The consolidated entity has applied the stand alone taxpayer 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.

In addition to its own current and deferred tax amounts, Clancy Exploration Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Members of the tax consolidated group have not entered into a tax funding agreement and as no current tax assets or liabilities or deferred tax assets are recognised in relation to tax losses or unused tax credits, no contributions or distributions are required to be made under AASB Int 1052 Tax Consolidation Accounting.

Other taxes

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

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables, which are stated with the amount of GST included.

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

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

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

(t) Earnings per share

Basic earnings per share is calculated as profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as profit attributable to members of the parent, adjusted for:

• costs of servicing equity (other than dividends);

• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

• other non‐discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares, divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

38

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(u) Exploration Expenditure

Exploration expenditure incurred by the consolidated entity in relation to its own sole‐funded projects together with any optional quarterly contributions to exploration expenditure, made to the manager of one the jointly controlled operations, are recognised in profit or loss as incurred and are classified in the statement of comprehensive income under the expense category “Exploration expenditure”.

Expenditure in relation to joint ventures managed by the consolidated entity is funded by the joint venture partner. The consolidated entity makes a cash call for expenditure at the beginning of each quarter for these joint ventures on the basis of forecast expenditure. The consolidated entity recognises unearned revenue at year end in the event that cash has been received in advance of expenditure. Exploration expenditure is respect of these joint ventures is classified in the statement of comprehensive income within the income or expense category “Net joint venture reimbursed expenses”.

(v) Financial Liabilities and Equity Instruments Issued by the Consolidated Entity

• (i) Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual agreement.

• (ii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

• (iii) Financial liabilities

• Financial liabilities are classified as either financial liabilities ‘at fair value through profit and loss’ or ‘other financial liabilities’.

• (iv) Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financially liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

(w) Changes in comparative information

In the current period, the R&D refund has been classified in accordance with the requirements of AABS 120 Government Grants and has been recognised within ‘Other Income’. In the prior year, the R&D refund was recognised within income taxes as an ‘Income Tax Benefit’. The comparative income statement has therefore been restated to present the prior year R&D claim of $415,273 on a consistent basis as the current year. As a result, the 2011 ‘Income Tax Benefit’ line has been reduced by $415,273 and the Other Income line has been increased by $415,273.

39

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Equally, the consolidated entity continually employs judgement in the application of its accounting policies.

Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions. Those which may materially affect the carrying amounts of assets and liabilities reported in future periods are discussed below:

(a) Significant accounting judgements

(i) Impairment of non‐financial assets including intangible computer software The consolidated entity assesses impairment on all assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. These include technology and economic environments. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves value‐in‐use calculations, which incorporate a number of key estimates and assumptions.

(b) Significant accounting estimates and assumptions

(i) Share‐based payment transactions

The consolidated entity measures the cost of equity settled transactions with directors, employees, consultants and brokers by reference to the fair value of the equity instruments at the date at which they are granted. In the case of options and shares issued to tenement vendors as consideration for the settlement price, fair value is measured at the closing share price on, or just before, either the date of entering into, or executing, an exploration licence purchase agreement.

In the case of shares issued to vendors of drilling services, fair value is measured by a reference to a value of the services received.

(ii) Estimation of useful lives of assets The estimation of useful lives of assets has been based on historical experience as well as manufacturers’ warranties (for plant and equipment) and software developers’ support and maintenance program (operating computer software and intangible computer software). Adjustments to useful lives are made when considered necessary. Depreciation and amortisation charges as well as estimated useful lives are included in Notes 11 and 12.

(iii) Research and development (“R&D”) grant

Income of $398,072, net of the adjustment in relation to the prior year R&D gain, has been included in the statement of comprehensive income for the 2012 year. It arises from a tax offset originating from a tax concession on research and development expenditure incurred by the Company.

The claim for 2012 was lodged in March 2013. It has been accrued at 31 December 2012 on the assumption that it is likely to succeed in its entirety.

40

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

NOTES TO THE ACCOUNTS
4. OTHER REVENUE (a) Sale of interest in tenements Sale of interest in tenements (b) Other revenue Interest revenue Management Fees Miscellaneous revenue Fair value gain on financial asset R&D Grant TOTAL OTHER REVENUE*	Consolidated 2012 2011 $ $ ‐ 40,000
	‐ 40,000
	86,347 140,056 21,280 ‐ 17,432 91 453,938 398,072 ‐ 415,273
	977,069 555,420
	977,069 595,420

*For the financial year 2011, the amount of R&D refund of $415,273 was reclassified into Other Income for comparative purposes.

5. EXPENSES

• (a) Employee benefits expense includes:

Directors' fees Salaries Workers’ compensation costs Annual leave provision Long service leave provision Post employment benefits expense Other employee benefits expense (b) Depreciation, amortisation and impairment expense included in statement of comprehensive income Depreciation of plant & equipment Amortisation of software and leasehold improvements Impairment of plant & equipment Loss on scrapping of assets (c) Finance costs Interest expense – other	129,026 109,676 774,345 655,811 27,974 23,048 12,163 12,318 3,262 35,244 79,371 67,028 18,612 5,784
	1,044,753 908,909
	66,268 70,678 2,892 3,458 3,006 971 ‐ 1,310
	72,166 76,417
	‐ 2,213
	‐ 2,213

41

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

INCOME TAX (a) Income tax expense The major components of income tax expense are: Statement of comprehensive income Current income tax Current income tax charge/(benefit) Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Income tax expense/(benefit) reported in statement of comprehensive income (b) Amounts charged or credited directly to equity Deferred income tax related to items charged or credited directly to equity Unrealised loss on available‐for‐sale financial assets Income tax benefit reported in equity	Consolidated 2012 2011 $ $ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	‐ ‐
	‐ ‐ ‐ ‐
	‐ ‐

6. INCOME TAX

(c) Numerical reconciliation of accounting profit to tax expense

A reconciliation between tax expense and the accounting profit before income tax multiplied by the consolidated entity's applicable income tax rate is as follows:

Accounting loss before income tax At the consolidated entity's statutory income tax rate of 30% (2011: 30%) Non‐deductible entertainment/penalties Other non‐allowable items Share based payments Impairment of fixed assets Fringe benefits tax Allowable deductions Increase in unrecognised deferred tax assets Income tax benefit (d) Current tax assets and liabilities Current tax liability	(1,931,371) (2,325,265)
	(579,411) (697,580) 574 534 165 ‐ 42,004 293 ‐ 291 (241) 7 ‐ (4,195) 536,909 700,650
	‐ ‐
	‐ ‐

(e) Recognised deferred tax assets and liabilities

The Group has not recognised any deferred tax assets or liabilities during the year (2011: Nil)

(f) Tax losses

The group has Australian revenue tax losses for which no deferred tax asset is recognised on the statement of financial position of $11,460,956 (2011: $9,762,213) which are available indefinitely for offset against future taxable income subject to continuing to meet the relevant statutory tests.

The group has Australian capital tax losses for which no deferred tax asset is recognised on the statement of financial position of $111,962 (2011: $111,962) which are available indefinitely for offset against future taxable capital gains subject to continuing to meet the relevant statutory tests.

42

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

6. INCOME TAX (continued)

(g) Unrecognised temporary differences

As at 31 December 2012, the group has other temporary differences (excluding tax differences relating to tax losses) for which no deferred tax asset is recognised in the statement of financial position of $286,419 (2011: $677,781). None of these unrecognised temporary differences relate to investments in subsidiaries, associates or joint ventures.

(h) Tax consolidation

Members of the tax consolidated group and the tax sharing agreement

Clancy Exploration Limited and its 100% owned Australian resident subsidiary were both subsidiaries in a tax‐ consolidated group with Geoinformatics Exploration Australia Pty Ltd as the head entity until 2 July 2007. A new tax‐ consolidated group was formed on 1 July 2008 with Clancy Exploration Limited as Head Entity. Members of the new tax‐consolidated group have not yet entered into a tax sharing agreement.

7. EARNINGS PER SHARE

The following reflects the income used in the basic and diluted earnings per share computations.

(a) Earnings used in calculating earnings per share For basic and diluted earnings per share: Loss from continuing operations after tax for the year (b) Weighted average number of shares Weighted average number of ordinary shares for basic and diluted earnings per share (c) Earnings per share Basic and diluted loss per share	Consolidated 2012 2011 $ $ (1,931,371) (2,325,265)
	2012 2011 No. of shares No. of shares 175,499,776 138,898,799
	2012 2011 (1.1 cents) (1.7 cents)

(i) Diluted earnings per share are calculated after classifying all options on issue and shares issued under the Company’s Employee Share and Loan Plan (“Plan”) remaining unconverted at 31 December 2012 as potential ordinary shares. As at 31 December 2012, the Company has on issue 98,934,786 options over unissued capital and has incurred a net loss. As the notional exercise prices of these options is greater than the current market price of the shares, they have not been included in the calculations of the diluted earnings per share as they are anti‐dilutive for all periods presented.

43

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

CASH AND CASH EQUIVALENTS Notes Cash at bank Short term bank deposits	Consolidated 2012 2011 $ $ 1,289,986 75,443 550,000 3,154,567
	1,839,986 3,230,010

8. CASH AND CASH EQUIVALENTS

In addition, as 31 December 2012 the Company has $300,000 in restricted cash (2011: $118,000) which is included as a current asset in the Statement of Financial Position, held at Westpac Banking Corporation which have been provided as set‐off security in respect of a $250,000 bank guarantee facility provided in turn for exploration licence security purposes and a $50,000 corporate credit card facility.

Financing facilities available

Other than the aforementioned bank guarantee facility, at balance date, the Company did not have any financing facilities available

TRADE AND OTHER RECEIVABLES (Current) Sundry debtors Accrued income GST input tax refundable R&D Grant/ R&D benefits receivable Deposits/Bonds Prepayments	Consolidated 2012 2011 $ $ 2,450 ‐ 1,260 60,524 43,091 84,953 408,084 415,273 ‐ 630 120,562 70,461
	575,447 631,841

9. TRADE AND OTHER RECEIVABLES (Current)

(a) Fair value and credit risk

Due to the short term nature of the receivables, their carrying value is assumed to approximate their fair value. GST input tax refundable and Income tax R&D benefits receivable are receivable from the Commonwealth of Australia and are therefore viewed as having low credit risk. Accrued income is receivable from Westpac Banking Corporation and the National Australia Bank and are therefore viewed as having low credit risk. Sundry debtors relate principally to an amount receivable by the Company from a major insurance company in respect of a workers’ compensation claim and therefore viewed as having low credit risk. The prepayments relate to various suppliers and would have varying levels of credit risk.

FINANCIAL ASSETS Notes Shares held for sale (i) Options (ii)	Consolidated 2012 2011 $ $ 815,700 ‐ 95,783 ‐
	911,483 ‐

10. FINANCIAL ASSETS

• i) 8,157,000 shares held in Genesis Resources Limited. The Directors has valued these shares at 10 cents per share. The closing price of these shares on the ASX was 15 cents per share as at 31 December 2012, however the Directors believe that due to the limited liquidity in the stock, the closing share price on 31 December does not represent fair value.

• ii) 2,125,000 options in Genesis Resources Limited. The options have been valued using the binomial option pricing model, assuming a fair market value of 10 cents per Genesis Resources Limited share as at 31 December 2012, a risk free rate of 3% and a volatility of 1.006.

44

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

PLANT AND EQUIPMENT Year ended 31 December Computer Equipment At 1 January, net of accumulated depreciation Additions Disposals Depreciation charge for the year Reversal of impairment/(Impairment) Net of accumulated depreciation and impairment Plant and Equipment At 1 January, net of accumulated depreciation Additions Depreciation charge for the year Impairment Net of accumulated depreciation and impairment Motor Vehicles At 1 January, net of accumulated depreciation Additions Depreciation charge for the year Net of accumulated depreciation Office Furniture At 1 January, net of accumulated depreciation Additions Disposals Depreciation charge for the year Net of accumulated depreciation and impairment Leasehold Improvements At 1 January, net of accumulated depreciation Additions Amortisation charge for the year Net of accumulated amortisation Library At 1 January, net of accumulated depreciation Additions Depreciation charge for the year Impairment Net of accumulated depreciation Total Plant and Equipment At 1 January, net of accumulated depreciation Additions Disposals Depreciation charge for the year Impairment Net of accumulated depreciation and impairment	Consolidated 2012 2011 $ $ 10,680 6,673 671 14,625 ‐ (1,472) (6,045) (9,488) (211) 342
	5,095 10,680
	43,803 51,670 2,952 21,396 (20,635) (28,720) (2,077) (543)
	24,043 43,803
	79,018 49,606 ‐ 51,306 (27,144) (21,895)
	51,874 79,017
	14,441 15,102 1,003 4,756 ‐ (65) (4,684) (5,352)
	10,760 14,441
	5,898 7,324 8,327 3,598 (6,805) (5,024)
	7,420 5,898
	370 ‐ 171 585 (201) (200) (109) (15)
	231 370
	154,209 130,375 13,127 96,266 ‐ (1,537) (64,905) (70,679) (3,006) (216)
	99,425 154,209

11. PLANT AND EQUIPMENT

45

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

PLANT AND EQUIPMENT (continued) At 31 December Computer equipment at cost Accumulated depreciation and impairment Net carrying amount Plant and equipment at cost Accumulated depreciation and impairment Net carrying amount Motor vehicles at cost Accumulated depreciation Net carrying amount Office furniture at cost Accumulated depreciation and impairment Net carrying amount Leasehold improvements at cost Accumulated amortisation Net carrying amount Library at cost Accumulated depreciation and impairment Net carrying amount Total cost Accumulated depreciation, amortisation and impairment Net carrying amount (i) The useful life of the assets was estimated as follows: Sundry equipment: 5 to 15 years Computer equipment: 4 years Motor vehicles: 5 to 8 years Furniture and Fittings: 5 to 15 years Library: 7 years Leasehold improvements: Over the remainder (ii) No assets have been pledged as security for borrowings.	Consolidated 2012 2011 $ $ 42,802 44,581 (37,707) (33,901)
	5,095 10,680
	90,491 87,536 (66,448) (43,733)
	24,043 43,803
	163,015 163,015 (111,141) (83,998)
	51,874 79,017
	23,693 22,690 (12,933) (8,249)
	10,760 14,441
	19,791 11,464 (12,371) (5,566)
	7,420 5,898
	1,515 1,344 (1,284) (974)
	231 370
	341,309 330,630 (241,884) (176,421)
	99,425 154,209
	of the lease term up to 2 years

11. PLANT AND EQUIPMENT (continued)

INTANGIBLE ASSETS Computer Software Year ended 31 December At 1 January, net of accumulated amortisation Additions Amortisation charge for the year Impairment Net of accumulated amortisation and impairment At 31 December Gross book value Accumulated amortisation and impairment Net carrying amount	Consolidated 2012 2011 $ $ 3,551 5,969 562 1,835 (2,892) (3,458) ‐ (795)
	1,221 3,551
	44,613 44,051 (43,392) (40,500)
	1,221 3,551

12. INTANGIBLE ASSETS

(i) The useful life of intangible assets was estimated as follows for 2012:

Computer software: 2.5 years

46

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

NOTES TO THE ACCOUNTS
E AND OTHER PAYABLES (Current) Notes Trade payables (i) ‐ (ii) Accrued expenses GST Payable	Consolidated 2012 2011 $ $ 153,716 127,913 80,867 219,233 85,770 ‐
	320,353 347,146

13. TRADE AND OTHER PAYABLES (Current)

Terms and conditions :

(i) Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

(ii) Trade payables are non‐interest bearing and are normally settled on 30 day terms.

14. PROVISIONS CURRENT Employee entitlements ‐ accumulated annual leave Balance as at 1 January Additions during the period Utilised during the period Balance as at 31 December NON‐CURRENT Employee entitlements ‐ accumulated annual leave Balance as at 1 January Additions during the period Utilised during the period Balance as at 31 December Employee entitlements ‐ long service leave Balance as at 1 January Additions during the period Balance as at 31 December Total Non Current 15. UNEARNED REVENUE AND EXPLORATION UNDERSPEND Unearned revenue Exploration expenditure reimbursed in advance (ii)	Consolidated 2012 2011 $ $ 38,952 32,470 14,025 18,800 (12,136) (12,318)
	40,841 38,952
	2,227 ‐ 19,227 21,027 (14,025) (18,800)
	7,429 2,227
	35,244 ‐ 3,262 35,244 38,506 35,244
	45,935 37,471
	Consolidated 2012 2011 $ $ 89,891 ‐ 898,913 ‐
	988,804 ‐

(i) As at 31 December 2012, the Company had unearned revenue in respect of its management fees derived from its joint venture with Mitsubishi Metals Corporation (“MMC”).

• (ii) As at 31 December 2012, the Company had made a cash call for expenditure which under its joint venture agreement with MMC will either be spent on exploration in respect of the joint ventures or in the event that MMC does not elect to contribute beyond its minimum contribution (see note 19), will be refunded to MMC.

47

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

ISSUED CAPITAL			Consolidated
		2012	2011
		$	$
Ordinary shares	(a)	13,958,929	13,409,971

16. ISSUED CAPITAL

(a) Ordinary shares

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

Movement in ordinary shares on issue Beginning of financial year Add: Shares issued pursuant to a 1 for 4 rights issue (i) Free attaching options exercised (ii) Shares issued pursuant to a drilling for equity agreement (iii) Shares issued pursuant to off market takeover offer (iv) Shares issued pursuant to Employee Share Scheme (v) Less: Transaction costs on share issues (vi) As at 31 December	Consolidated 2012 2011 Number of shares $ Number of shares $
	165,242,425 13,409,970 109,513,447 10,166,441
	‐ ‐ 54,756,724 3,646,798
	‐ ‐ 300 45
	2,719,585 106,327 971,954 52,530
	18,096,000 361,920 ‐ ‐ 5,646,325 88,226 ‐ ‐
	‐ (7,514) ‐ (455,844)
	191,704,335 13,958,929 165,242,425 13,409,970

(i) Pursuant to the prospectus issued 3 May 2011, 54,756,724 ordinary shares and 54,756,724 free attaching options were issued in June 2011, at a subscription price of 8 cents per share, as a result of a one for two non‐ renounceable rights offer. These shares were listed on the Australian Securities Exchange on 24 June 2011. The offering successfully raised $4,380,538 before costs of the issue. According to its interpretation of AASB 139 the company is required to determine the value of the free attaching options and using that value, apportion part of the proceeds of the share issue to the options reserve. These options were valued at $733,740 according to the Binomial Tree method with an exercise price of 15 cents when the market trading price was 6.3 cents, a volatility factor of 75.4% and a risk free rate of 4.69%. Refer note: Movements in shares under option, below.

(ii) On 13 May 2011 300 previously issued free attaching options were exercised over 300 ordinary shares at an exercise price of 15 cents per share.

(iii) On 1 December 2011, 20 December 2011, 25 January 2012 and 18 April 2012 respectively, 200,507, 771,447, 527,399 and 2,192,186 ordinary shares were issued to Australian Mineral and Waterwell Drilling Pty Ltd (“AMWD”), subject to a 12 month escrow, pursuant to a drilling earn‐in agreement. Under this agreement, AMWD provides drilling services of $5 million or for a three year period from 23 September 2011, with 25% of the monthly invoice amount settled by the issue of fully paid ordinary shares escrowed for 12 months from date of issue.

(iv) On 21 August 2012 the Company issued 18,096,000 shares at 2 cents per share pursuant to the Company's off market takeover offer of Genesis Resources Limited. The shares were issued to Genesis Resources Limited shareholders who accepted the Company's off market takeover offer. As a result the Company acquired 6,032,000 shares in Genesis Resources Limited.

(v) On 16 July 2012 and 6 November 2012 respectively, 2,758,723 (net of a buyback of 294,958 shares) and 2,887,602 shares were issued to employees and directors of the Company pursuant to the Employee Share Scheme. The shares were valued in accordance with the requirements of AABS 2 Share based payments.

(vi) The transaction costs represent the cost of issuing shares pursuant to points (i) above and (iii) ‐ (v) above.

48

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

16. ISSUED CAPITAL (continued)

(b) Capital Risk Management

When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain appropriate returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures an appropriate cost of capital available for the entity.

In order to maintain or adjust the capital structure, the entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, enter into joint ventures or sell assets.

The entity does not have a defined share buy‐back plan.

No dividends were paid in 2012 and no dividends are expected to be paid in 2013.

The consolidated entity is not subject to any externally imposed capital requirements.

Management reviews management accounts on a monthly basis and actual expenditures against budget on a monthly basis.

monthly basis.
17. RESERVES Share‐based payment reserve (a) Movement in reserves Share‐based reserve Balance at beginning of the financial year Apportioned value of free attaching options from proceeds of rights issue Arising on share‐based payments Balance at end of financial year	Consolidated 2012 2011 $ $ 1,660,974 1,660,974
	1,660,974 1,660,974
	1,660,974 824,008 ‐ 733,740 ‐ 103,226
	1,660,974 1,660,974

(b) Fair value of share options granted

Options on issue during the year are detailed below:

Option details	Note Exercise price	On issue at 1 January 2012 Issued Exercised Lapsed Forfeited On issue at 31 December 2012
Options expiring on 10 August 2013 (ii) $0.175 Options expiring on 31 December 2013 (iii) $0.195 Options expiring on 30 September 2013 (iv) $0.185 Options expiring on 31 July 2013, Free attaching, listed (v), (vi) $0.150 Options expiring on 31 July 2013, Broker, listed (vii) $0.150 Options expiring on 31 July 2013, Drill for Equity, listed (viii) $0.150		2,050,000 ‐ ‐ ‐ ‐ 2,050,000 1,650,000 ‐ ‐ ‐ ‐ 1,650,000 1,100,000 ‐ ‐ ‐ ‐ 1,100,000 82,134,786 ‐ ‐ ‐ ‐ 82,134,786 10,000,000 ‐ ‐ ‐ ‐ 10,000,000 2,000,000 ‐ ‐ ‐ ‐ 2,000,000
		98,934,786 ‐ ‐ ‐ ‐ 98,934,786

49

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

17. RESERVES (continued)

There were no options issued during the current financial year. Options issued during the financial year 2011 were valued as follows:

as follows:
Inputs into the model:	2011 Option series	2011 Free Attaching Option series
Grant date 23/09/2011 30/08/2011 19/07/2011 16/06/2011 No. of options granted 2,000,000 9,000,000 1,000,000 54,756,724 Grant date share price 5c 5.7c 6c 6.3c Exercise price 15c 15c 15c 15c Expected volatility 72.3% 73.4% 75.6% 75.6% Option life 659 days 701 days 743 days 776 days Expected life 659 days 701 days 743 days 776 days Expiry date 31/07/2013 31/07/2013 31/07/2013 31/07/2013 Dividend yield 0% 0% 0% 0% Risk‐free interest rate 3.47% 3.79% 4.69% 4.69% Fair value at grant date 0.54c 0.8782c 1.388c 1.34c Valuation amount $10,800 $79,038 $13,888 $733,740 Notes (see below) (vii) (vi) (vi) (v)

(i) All options granted during 2011 and 2010 have been valued according to the binomial tree method except for the 2010 free attaching options which were considered to have nil value. All options vested fully on grant date and were fully expensed on that date, with the exception of the options granted on 23/9/11 which are being expensed over a period of 3 years. No options were issued during 2012.

(ii) On 12 August 2009 the Company issued 2,350,000 options to staff and consultants, of which 300,000 were forfeited in 2010.

(iii) On 28 January 2010, the Company issued 1,650,000 options to directors.

(iv) On 4 May 2010, the Company issued 1,100,000 options to employees.

(v) Pursuant to a 1 for 2 renounceable rights issue in July 2011 participating shareholders received 1 free attaching option for every new share subscribed totalling 54,756,724 options (see note 16 (a) (i)). Pursuant to a 1 for 3 renounceable rights issue in August 2010 participating shareholders received 1 free attaching option for every new share subscribed ‐ totalling 27,378,362 options.

(vi) Pursuant to an underwriters' agreement in relation to the May 2011 renounceable rights issue 10,000,000 options were issued.

(vii) Pursuant to the drilling earn‐in agreement per note 16(a) (iii) above, 2,000,000 options were issued to AMWD.

(c) Nature and purpose of reserves

The share‐based payments reserve records the value of share options issued to the Company's directors, employees, consultants and brokers as well as the vendors of drilling services and tenements. It also includes an apportionment for the value of free attaching options from proceeds of a rights issue.

50

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

STATEMENT OF CASH FLOWS RECONCILIATION (a) Reconciliation of the net profit/(loss) after tax to net cash flows from operations Loss from ordinary activities after income tax Adjustments for: Depreciation Amortisation of intangible assets Impairment of fixed assets Reversal of Impairment of non‐current investments Loss on sale of property, plant and equipment Non‐cash purchase of drilling services Non‐cash net expenses paid on behalf of controlled entity via loan account Equity settled based payments Fair value gain on financial asset Changes in assets and liabilities (Increase)/decrease in trade and other receivables Decrease /(increase) in prepayments and bonds Increase/(decrease) in trade and other payables Increase/(decrease) in provisions (Increase)/decrease in restricted cash balances Net cash flow used in operating activities (b) Bank guarantee facility Bank guarantee facility Amount utilised		Consolidated 2012 2011 $ $ (1,931,371) (2,325,265) 66,268 71,988 2,892 3,458 3,006 1,513 ‐ (542) ‐ 2 106,326 53,507 206 285 30,078 ‐ (453,938) ‐ 104,296 (129,358) 8,677 384 (26,793) 48,672 999,157 43,953 (182,000) (118,000)
		(1,273,196) (2,349,403)
		300,000 300,000 (168,000) (118,000)
		132,000 182,000

18. STATEMENT OF CASH FLOWS RECONCILIATION

The bank guarantee facility has been provided by a financial institution for exploration licence security and corporate credit card purposes. Term deposits of $300,000 (2011: $300,000) have been provided as set‐off security for these facilities.

19. INTEREST IN JOINTLY CONTROLLED OPERATIONS

As at 31 December 2012, the Group had the following significant interests in joint ventures:

(a) Bass Metals Limited unincorporated joint venture

• (i) Bass Metals Limited ("Bass") and Clancy Exploration Limited have a 75% and 25% interest respectively in two Tasmanian exploration licences ("tenements"), the Lake Margaret licence and the Sock Creek licence in the Mt Read Volcanic Belt in Western Tasmania.

• (ii) Joint venture property initially consists of these tenements and all mining information in the possession or control of either party relating to these tenements. It is owned by the parties as tenants in common in proportion to their respective interests. Exploration costs are currently incurred by Bass and there are no joint venture assets or liabilities.

• (iii) Bass as the party holding the majority interest is the manager of the joint venture and all joint venture activities.

• (vi) Bass has agreed to sole fund the joint venture until the completion of a pre‐feasibility study on any one of the tenements. Thereafter expenditure is in proportion to joint venture interests. At the time of any withdrawal by Bass the tenements must be in good standing and expenditure commitments met. As at the date of this report, Bass had not withdrawn from the joint venture.

• (vii) The Company has no capital commitments or contingent liabilities in respect of this joint venture.

• (viii) Under the provisions of the joint venture agreement, the Company may become entitled to performance shares.

51

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

19. INTEREST IN JOINTLY CONTROLLED OPERATIONS (continued)

(b) Gold Fields Australasia Pty Ltd unincorporated joint venture

• (i) Under the Joint Venture projects managed by Gold Fields Australasia Pty Ltd (“GFA”), Clancy Exploration Limited had as at 31 December 2012, a 18.46% to 49% interest in 6 tenements in the eastern Lachlan Fold Belt in New South Wales. These tenements are divided over six (2011: seven) project areas and are governed by six (2011: seven) Joint Ventures and a Heads of Agreement – East Lachlan Alliance Second Restructure agreement (“Agreement”) with GFA. This Agreement supercedes the previous East Lachlan Alliance Restructure agreement and grants GFA the right to manage the six (2011: seven) Joint Venture projects in the Lachlan Fold Belt.

• (ii) GFA has earned an 81.54% interest in the Cowal East Joint Venture and a 51% interest in the Myall Joint Venture and has the right to earn an 80% interest by expenditure of $10.5m.

• (iii) GFA has earned an 80% interest in three Joint Venture projects: Parkes CLY, Parkes CUR (collectively the Parkes JV projects), Moorefield and Jemalong. Clancy's 20% interest in each of these projects is carried until $1m has been spent on each project. After GFA has spent $1m on a project Clancy can either fund $200,000 to retain its 20% share or dilute in proportion to GFA expenditure to a 10% share at which point Clancy's interest converts to a royalty of 2.5% Net Smelter Return.

• (iv) During the year ended 31 December 2012, GFA became entitled to a 100% interest in the Wellington Joint Venture. Accordingly, Clancy's interest had converted to a royalty of 2.5% Net Smelter Return.

• ( ) (v) The Company has no capital commitments or contingent liabilities in respect of this joint venture.

• (vi) At 31 December 2012, the Company owed GFA $Nil (31 December 2011: Nil) in respect of contributions it had elected to fund.

• (vii) For the year ended 31 December 2012, the Company made contributions to GFA of $Nil (Year ended 31 December 2011: Nil).

• (viii) Post balance date (12 February 2013), the Company entered into a Joint Venture Termination, Subscription and Royalty agreement with GFA, which terminates the Company’s participation in those joint ventures. The Company however remains entitled to the NSR in respect of a number of joint ventures (see Note 24).

(c) Minemakers TTT Pty Ltd unincorporated joint venture

• (i) Minemakers TTT Pty Ltd ("MTTT") and Clancy Exploration Limited have, following the execution of a joint venture agreement (“agreement”) on 25 February 2011, a 75% and 25% interest respectively in each of 2 Tasmanian exploration licences ("tenements") in the Mt Read Volcanic Belt in Western Tasmania.

• (ii) MTTT is manager of the joint venture and has funded a work program on each tenement.

• (iii) On 15 February 2012 a decision was taken by both MTTT and the Company to relinquish the Waratah licence.

• (iv) MTTT is currently earning‐in on the Oonah licence. The Company has elected to fund its 25% share of future expenditure on this tenement once this earn‐in has been completed.

• (v) There are no joint venture assets or liabilities.

• (vi) In respect of its joint venture agreement with Minemakers TTT Pty Ltd (“MTTT”), the Company has elected to fund its 25% share of future expenditure on the Oonah tenement once MTTT’s earn‐in has been completed. A drilling program has yet to be finalised but is not expected to exceed $250,000 of which the Company’s share would be $62,500. The Oonah tenement has an annual expenditure commitment of $137,900 and has been renewed to 7 August 2013. The Company has no other capital commitments or contingent liabilities in respect of this joint venture.

(d) Mitsubishi Metals Corporation unincorporated joint venture

• (i) During the year the Company entered into a joint venture with Mitsubishi Metals Corporation of Japan to earn 49% of the Cundumbul, Currumburrama and Genaren projects by funding $3 million over three years with a minimum commitment of $500,000 in the first year.

• (ii) The Company is managing the project on behalf of the joint venture.

• (iii) As at 31 December 2012, the Company was entitled to a 100% interest in each of the projects.

52

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

20. SEGMENT INFORMATION

The consolidated entity operates predominantly in one reportable business segment, managed by one segment manager and in one geographical location. The operations of the consolidated entity consist of gold, copper and base metals exploration, within Australia.

The information disclosed in the financial statements is the same information utilised in internal reporting by the chief operating decision maker. Accordingly no additional quantitative or qualitative disclosures are required.

OMMITMENTS Estimated commitments for which no provisions were included in the financial statements are as follows: (a) Exploration Expenditure Commitments: (i) Under 30 (2011:27) NSW Government, 1 (2011:1) Western Australian Government and 2 (2011:2) Tasmanian Government exploration licences Payable ‐ not later than one year ‐ later than one year and not later than five years	Consolidated 2012 $ 2011 $ 639,759 581,067 59,108 538,627
	698,867 1,119,694

21. COMMITMENTS

The expenditure commitments as at 31 December 2012 include $218,739 commitments that will be met by the Company’s joint venture partner Mitsubishi Metals Corporation (“MMC”) as a result of the minimum expenditure commitment under the joint venture agreement dated 6 August 2012. Total commitments relating to the MMC joint ventures amounted to $200,710 of the $639,759 and $18,029 of the $59,108 respectively.

The expenditure commitments relating to 12 of the 27 NSW Government exploration licences (“licences”), have been assumed by the Company’s joint venture partner Gold Fields Australasia Pty Ltd (“GFA”) (refer note 19) which manages all joint venture projects. Accordingly, these expenditure commitments have been excluded in determining the Company’s overall commitments at 31 December 2012.

There is a combined 2% net smelter royalty payable to third parties in relation to both the exploration licences comprising the Trundle project. The royalty is only payable in the event that a mine is ultimately constructed. The value of such payable is zero at the time of this report, as there are no reserves or resources proven or probable under those exploration licences as of the date of this report.

During 2012 and subsequent to the end of the financial year, 1 NSW licence was applied for by the Company and one licence formerly managed by GFA was transferred to the Company. Of the 30 licences held by the Company, 5 are pending renewal. Subsequent to year end, the Company entered into a Joint Venture Termination, Subscription and Royalty agreement with GFA on 12 February 2013, which terminates the Company’s participation in those joint ventures and accordingly the Company does not have the ability to contribute in respect of those commitments going forward.

The Company and its subsidiary Geoinformatics Exploration Tasmania Pty Ltd had, at 31 December 2012, a 25% interest in four (31 December 2011: four) Tasmanian licences two of which are covered by a mining exploration alliance agreement with Bass Metals Ltd (“Bass”), entered into on 10 May 2005, while a further two are covered by a joint venture agreement entered into on 25 February 2011 with Minemakers TTT Pty Ltd (“MTTT”). Under these various agreements, responsibility for all remaining commitments to exploration expenditure, in regard to these licences, has been undertaken by Bass and MTTT, who are also managers of this joint venture under this agreement.

Bass made application during the year to Mineral Resources Tasmania for a further licence while the Company applied for an extension to its two licences. On 3 February 2011 the extension of these licences was granted to 7 August 2011 and 9 August 2011 respectively, thus fulfilling the conditions precedent for their joint venture with MTTT.

Included in overall commitments calculations are estimates of the Company’s expected commitments in respect of its sole‐funded exploration licences.

53

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

21. COMMITMENTS (continued)

All the exploration expenditure commitments are non‐binding, in respect of outstanding expenditure commitments, in that the Company or its joint venture partners have the option to relinquish and lose these licences or their contractual commitments at any stage, at the cost of its cumulative expenditures up to the point of relinquishment.

Refer to Note 19 for details of Jointly Controlled Operations.

(b) Operating Lease Commitments

In October 2012 the consolidated entity extended the lease for office and core shed premises in Orange, NSW for 24 months. In November 2010 it also entered into a 48 month operating lease for a photocopier‐printer. Its operating lease commitments are as follows:

Payable ‐ not later than one year ‐ later than one year and not later than five years	Consolidated 2012 $ 2011 $ 79,076 74,172 63,514 4,163
	142,590 78,335

22. CONTINGENT LIABILITIES

In accordance with normal industry practice the consolidated entity has entered into joint venture operations and farm‐in agreements with other parties for the purpose of exploring and developing its mineral interests. If a party to a joint venture defaults and does not contribute its share of joint venture obligations, then the other joint venture partners are liable to meet those obligations. In this event the interest in the tenements held by the defaulting party may be redistributed to the remaining joint venture partners. A contingent liability exists in respect of contributions due to be paid by farm‐in partners of the economic entity to some of its joint ventures. However, no material losses are anticipated in respect of any of these contingencies as expenditure commitments, if not recovered from joint venture partners, can be terminated through exploration licence relinquishment at any stage.

23. RELATED PARTY DISCLOSURES

(a) Ultimate parent

The ultimate Australian parent entity and the ultimate parent of the consolidated entity is Clancy Exploration Limited.

(b) Subsidiaries

The subsidiary of Clancy Exploration Limited is listed in the following table:

Nature of investment Country of incorporation % Equity interest Name 2012 2011	Investment $ 2012 2011
Geoinformatics Exploration Tasmania Pty Ltd Ordinary shares Australia 100 100	1 1
	1 1

54

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

23. RELATED PARTY DISCLOSURES (continued)

(c) Transactions with related parties

The following table provides the total amount of transactions (GST inclusive where GST applies) entered into with related parties for the relevant financial year. The transactions have all been undertaken on an arms’ length basis.

	Consolidated	Consolidated	Consolidated
	2012		2011
	$		$
Sales of goods and services
Sales of services and reimbursable expenses to entity with significant influence
over the Group		‐	‐
Expenses paid on behalf of controlled entity	206		285
Purchase of goods and services
Director's fees billed by C2Skye Management Ltd, a company controlled by a
director A.J. Macdonald	35,999		41,010
Directors travel expenses billed by C2Skye Management Ltd	4,636		7,271
Directors travel expenses billed by Tectonex Geoconsultants Pty Ltd, a company
controlled by the chairman M A Etheridge	9,915		3,967
Accounting and financial consultancy services paid to Forsyth & Associates Pty Ltd,
a company associated with director and chief financial officer, N L Forsyth‐Stock	122,468		‐
Amounts paid on trade and other payables
Amounts paid to C2Skye Management Ltd for director's fees and travel expense
reimbursements	40,635		58,282
Amounts paid to Tectonex Geoconsultants Pty Ltd for travel expense
reimbursements	7,707		3,967
Accounting and financial consultancy services paid to Forsyth & Associates Pty Ltd,	122,468		‐
a company associated with director and chief financial officer, N L Forsyth‐Stock
Superannuation guarantee contributions paid
Amounts paid to MAL Super Fund Pty Ltd as trustee for MAL Superannuation Fund,
a trustee company controlled by a director M A Lester who is also a beneficiary of
the superannuation fund	2,725		3,156
Amounts paid to Tectonex Geoconsultants Pty Ltd as trustee for Etheridge
Superannuation Fund, a trustee company controlled by the chairman M A
Etheridge who is also a beneficiary of the superannuation fund
	5,400		2,011
Amounts paid to Far Range Pty Ltd as trustee for Far Range Superannuation Fund a
trustee company controlled by a director G J Barnes who is also a beneficiary of the
superannuation fund	21,600		19,811
Amounts paid to Matrix Superannuation Master Trust, a superannuation fund in
which director and chief financial officer, N L Forsyth‐Stock is a beneficiary		991	‐

55

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

24. SUBSEQUENT EVENTS

On 12 February 2013, the Company entered into a Joint Venture Termination, Subscription and Royalty agreement with Gold Fields Australia Pty Ltd, under which the Company sold its joint venture interests in six copper‐gold projects in NSW. Clancy received a total of A$1.5 million from a combination of the sale consideration and a placement of shares to a related body corporate of Gold Fields.

The sale consideration was A$1 million in cash which was paid immediately upon settlement. The equity component of A$500,000 was received immediately upon settlement of the placement which was done at 3.5c per share. Clancy retains its 2.5% Net Smelter Return (NSR) royalties on the six projects (in addition to Wellington North), subject to Gold Fields having the right at any time to purchase the NSR’s for A$20 million each.

Both parties’ pre‐emptive rights and the Gold Field s back‐in right on the Gobondery project were terminated as part of the agreement.

The total gain on the transaction is expected to amount $1.0 million

25. DIRECTORS AND KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The names of the Company’s directors and executives in office at any time during the financial year are as follows. Directors were in office for the entire period unless otherwise stated.

(i) Directors

G Barnes^* Director, additionally Managing Director M Etheridge[+] Chairman (Non‐Executive) J Macdonald^ Director (Non‐Executive ‐ Technical) M Lester[#] Director (Non‐Executive – Financial) N Forsyth‐Stock® Director (Executive – Financial), also Chief Financial Officer

^ = Also directors of controlled entity Geoinformatics Exploration Tasmania Pty Ltd.

*= Appointed 1 January 2011. += Appointed 11 March 2011. #= Resigned 31 August 2012.

®= Appointed Director 3 September 2012 and Chief Financial Officer effective 1 April 2012.

(ii) Executives

R Caren* Company Secretary G Doig[+] Chief Financial Officer G Barnes[#] Exploration Manager J Vassallo[^] Exploration Manager

• = Also company secretary of controlled entity Geoinformatics Exploration Tasmania Pty Ltd

+= Resigned 31 March 2012

= Effective until 30 April 2012.

^= Appointed 1 May 2012.

56

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

25. DIRECTORS AND KEY MANAGEMENT PERSONNEL (continued)

(b) Compensation for Key Management Personnel

Short‐term employee benefits Short‐term consulting fees Post‐employment benefits Other long‐term benefits Share‐based payments Total Compensation	Consolidated 2012 $ 2011 $ 525,526 349,675 237,638 179,619 44,057 27,781 3,262 35,244 19,837 ‐ 830,320 592,319	Consolidated 2012 $ 2011 $ 525,526 349,675 237,638 179,619 44,057 27,781 3,262 35,244 19,837 ‐ 830,320 592,319
		592,319

• (c) Option holdings of Key Management Personnel (Consolidated)

(i) OPTIONS – 31 DECEMBER 2012

	Held at 1 January 2012 Granted as Remuneration Options Exercised Expired/ Forfeited Held at 31 December 2012 Exercisable/ Vested at 31 December 2012
Director G Barnes Incentive Listed M Etheridge Listed J Macdonald Incentive Listed M Lester Incentive Listed N Forsyth‐ Stock Executives R Caren Incentive Listed G Doig Incentive Listed J Vassallo Incentive Listed	1,000,000 ‐ ‐ ‐ 1,000,000 1,000,000 345,771 ‐ ‐ ‐ 345,771 345,771 259,424 ‐ ‐ ‐ 259,424 259,424 400,000 ‐ ‐ ‐ 400,000 400,000 142,628 ‐ ‐ ‐ 142,628 142,628 250,000 ‐ ‐ ‐ 250,000 250,000 100,964 ‐ ‐ ‐ 100,964 100,964 ‐ ‐ ‐ ‐ ‐ ‐ 200,000 ‐ ‐ ‐ 200,000 200,000 63,462 ‐ ‐ ‐ 63,462 63,462 200,000 ‐ ‐ ‐ 200,000 200,000 30,418 ‐ ‐ ‐ 30,418 30,418 700,000 ‐ ‐ ‐ 700,000 700,000 66,988 ‐ ‐ ‐ 66,988 66,988
	3,759,655 ‐ ‐ ‐ 3,759,655 3,759,655

Refer to Note 17 for a description of the share options’ terms and conditions.

(ii) OPTIONS – 31 DECEMBER 2011

	Held at 1 January 2011 Rights Issue Participation Options Exercised Expired/ Forfeited Held at 31 December 2011 Exercisable/ Vested at 31 December 2011
Director G Barnes Incentive Listed M Etheridge Listed J Macdonald Incentive Listed M Lester Incentive Listed Executives R Caren Incentive Listed G Doig Incentive Listed	1,000,000 ‐ ‐ ‐ 1,000,000 1,000,000 177,757 168,014 ‐ ‐ 345,771 345,771 86,475 172,949 ‐ ‐ 259,424 259,424 400,000 ‐ ‐ ‐ 400,000 400,000 142,628 ‐ ‐ ‐ 142,628 142,628 250,000 ‐ ‐ ‐ 250,000 250,000 33,655 67,309 ‐ ‐ 100,964 100,964 200,000 ‐ ‐ ‐ 200,000 200,000 21,154 42,308 ‐ ‐ 63,462 63,462 200,000 ‐ ‐ ‐ 200,000 200,000 30,418 ‐ ‐ ‐ 30,418 30,418
	2,542,087 450,580 ‐ ‐ 2,992,667 2,992,667

Refer to Note 17 for a description of the share options’ terms and conditions.

57

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

25. DIRECTORS AND KEY MANAGEMENT PERSONNEL (continued)

(d) Shareholdings of Key Management Personnel (Consolidated)

The movement during the reporting period in the number of ordinary shares of Clancy Exploration Limited held directly, indirectly or beneficially, by each specified director and each specified executive, including their personally related entities is as follows:

(i)

SHARES – 31 DECEMBER 2012

Director G Barnes M Etheridge J Macdonald M Lester N Forsyth‐Stock Executives R Caren G Doig J Vassallo	Held at 1 January 2012 Granted as Remuneration On Exercise of Options Acquired Net Change Held at 31 December 2012
	504,041 1,565,885 ‐ 387,621 1,953,506 2,457,547 518,847 793,030 ‐ 1,200,000 1,993,030 2,511,877 570,512 528,687 ‐ ‐ 528,687 1,099,199 201,926 ‐ ‐ ‐ ‐ 201,926 ‐ 347,009 ‐ 347,009 347,009 126,924 347,009 ‐ ‐ 347,009 473,933 61,668 ‐ ‐ ‐ ‐ 61,668 267,950 867,523 ‐ 867,523 1,135,473
	2,251,868 4,449,143 ‐ 1,587,621 6,036,764 8,288,632

(ii) SHARES – 31 DECEMBER 2011

	Held at 1 January 2011 Granted as Remuneration On Exercise of Options Acquired Net Change Held at 31 December 2011
Director G Barnes M Etheridge J Macdonald M Lester Executives R Caren G Doig	336,027 ‐ ‐ 168,014 168,014 504,041 345,898 ‐ ‐ 172,949 172,949 518,847 570,512 ‐ ‐ ‐ ‐ 570,512 134,617 ‐ ‐ 67,309 67,309 201,926 126,924 ‐ ‐ ‐ ‐ 126,924 61,668 ‐ ‐ ‐ ‐ 61,668
	1,575,646 ‐ ‐ 408,272 408,272 1,983,918

Refer to Notes 16 and 17 for the types of share‐based payment plans.

The ordinary shares acquired by directors and executives during the year were from participation in a rights issue (Refer to note 16 above).

58

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

26. SHARE‐BASED PAYMENTS

(a) Recognised share‐based payments expenses

The expense recognised for the settlement price for the provision of drilling services and the expensing of employee and consultant services received is shown in the table below:

Expense recognised for the settlement price for the provision of drilling services Expense arising from equity‐settled share based payment ‐ settlement price (shown as a part of exploration expenditure in the Income Statement) Expense recognised for of employee and consultant services received Expense arising from equity‐settled share‐based payment transactions – employees and consultants Expense arising from equity‐settled share‐based payment transactions – directors

Consolidated 2012 $ 2011 $ 106,326 53,507 23,600 ‐ 6,478 ‐

30,078 ‐

(b) Weighted average remaining contractual life

The weighted average remaining contractual life for the share options outstanding as at 31 December 2012 is 0.59 years (31 December 2011: 1.59 years).

(c) Range of exercise price

The range of exercise prices for directors, employees and consultants options outstanding at the end of the year was $0.175 to $0.195 (2011: $0.175 to $0.195).

The brokers’ options outstanding at the end of the year were exercisable at $0.15 (2011: $0.15).

The drilling service provider options outstanding at the end of the year were exercisable at $0.15 (2011: $0.15).

As the range of exercise is wide, refer to Notes 16(a) and Note 17 above for further information in assessing the number and timing of additional shares that may be issued and the cash that may be received upon exercise of those options.

(d) Weighted average fair value

The weighted average fair value of the directors and employees options granted during the year was $nil (2011: $nil). The weighted average fair value of drilling service provider options granted during the year was $nil (2011: $0.0054).

(e) Weighted average share price

The weighted average price per share during the year was $0.03 (2011: $0.07).

59

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

27. AUDITORS’ REMUNERATION

The auditor of Clancy Exploration Limited is Ernst & Young. Prior to May 2012, the auditor was Deloitte Touche Tohmatsu (“Deloitte”)

Amounts received or due and receivable for: ‐ an audit or review of the financial statements of the entity and its controlled entity – Ernst & Young ‐ other services in relation to the entity and its controlled entity ‐ tax compliance services ‐ Ernst & Young ‐ an audit or review of the financial statements of the entity and its controlled entity ‐ Deloitte	Consolidated 2012 $ 2011 $
	37,446 ‐ 56,921 ‐ 4,000 29,118
	98,367 29,118

28. INFORMATION RELATING TO CLANCY EXPLORATION LIMITED (‘the Parent Entity")

ASSETS Current Assets Non‐current Assets TOTAL ASSETS LIABILITIES Current Liabilities Non‐current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Loss of the parent entity Total comprehensive loss of the parent entity Contingent liabilities of the parent entity: Nil	2012 2011 $ $ 3,629,586 3,982,315 100,645 157,761
	3,730,231 4,140,076
	1,349,997 386,098 45,935 37,471
	1,395,932 423,569
	2,334,299 3,716,507
	14,418,928 13,869,970 1,660,974 1,660,974 (13,745,603) (11,814,437)
	2,334,299 3,716,507
	(1,931,165) (2,324,980)
	(1,931,165) (2,324,980)

Commitments for the acquisition of property, plant and equipment by the parent entity: Nil

60

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

NOTES TO THE ACCOUNTS

29. FINANCIAL INSTRUMENTS, RISK MANAGEMENT OBJECTIVES AND POLICIES

The consolidated entity’s principal financial instruments comprise cash, short‐term deposits and available‐for‐ sale investments.

The main purpose of these financial instruments is to finance the consolidated entity’s operations. The consolidated entity has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the entire period under review, the consolidated entity’s policy that no trading in financial instruments shall be undertaken.

The various categories of the consolidated and parent entity’s financial instruments and their carrying amounts coincide with the tables below which set out financial instrument exposure to interest rate risk. Accordingly financial instruments are not separately categorised elsewhere.

The main risk arising from the consolidated entity’s financial instruments is cash flow interest rate risk. Other minor risks are either summarised below or disclosed at Note 9 in the case of credit risk and Note 16 in the case of capital risk management. The Board reviews and agrees policies for managing each of these risks.

(a) Cash Flow Interest Rate Risk

The consolidated entity’s exposure to the risks of changes in market interest rates relates primarily to the consolidated entity’s short‐term deposits with a floating interest rate. These financial assets with variable rates expose the consolidated entity to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non‐interest bearing. The consolidated entity does not engage in any hedging or derivative transactions to manage interest rate risk. In regard to its interest rate risk, the consolidated entity continuously analyses its exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative investments and the mix of fixed and variable interest rates.

The following tables set out the carrying amount by maturity of the parent entity and consolidated entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Also included is the effect on profit and equity after tax if interest rates at that date had been 20% (2011: 10%) higher or lower with all other variables held constant as a sensitivity analysis.

	Maturity Analysis ‐ Within 1 Year	Maturity Analysis ‐ Within 1 Year	Maturity Analysis ‐ Within 1 Year	Maturity Analysis ‐ Within 1 Year	Maturity Analysis ‐ Within 1 Year	Maturity Analysis ‐ Within 1 Year
N o te s	Floating		Non‐ Interest		Total Carrying Amount = Net Fair Value		Interest Rate Risk Sensitivity 2012				Interest Rate Risk Sensitivity 2011
	Interest Rate		Bearing
							‐20%		+20%		‐10%		+10%
	$	$	$	$	$	$	$	$	$	$	$	$	$	$
	2012	2011	2012	2011	2012	2011	Profit	Equity	Profit	Equity	Profit	Equity	Profit	Equity
Financial Assets: Cash at bank 8 Short‐term deposits 8 Trade and other receivables 9 Other Financial Assets Total Weighted average interest rate Financial Liabilities: Trade and other payables 13 Total Weighted average interest rate Net financial assets (liabilities)	‐ ‐ 77,071 75,443 77,071 75,443 2,062,915 3,272,567 ‐ ‐ 2,062,915 3,272,567 ‐ ‐ 575,447 631,841 575,447 631,841 911,483 ‐ 911,483 ‐						(12,377) ‐ ‐ ‐	‐ 12377 ‐ (13,908) ‐ 13,908 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	2,062,915 3,272,567 1,564,001 707,284 3,626,916 3,979,851						(12,377)	‐ 12,377 ‐ (13,908) ‐ 13,908 ‐
	4.74% 4.02% ‐ ‐ 320,353 347,146 320,353 347,146						‐	‐ ‐ ‐ ‐ ‐ ‐ ‐
	‐ ‐ 320,353 347,146 320,353 347,146						‐	‐ ‐ ‐ ‐ ‐ ‐ ‐
	2,062,915 3,272,567 1,243,648 360,138 3,306,563 3,632,705						(12,377)	‐ 12,377 ‐ (13,908) ‐ 13,908 ‐

• Term deposits with a maturity of not more than 6 months have been included with short term deposits with floating interest rates.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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NOTES TO THE ACCOUNTS

29. FINANCIAL INSTRUMENTS, RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

A sensitivity of 20% (2011: 10%) has been selected as this is considered reasonable given the current level of both short term and long term Australian dollar interest rates. A 20% (2011: 10%) sensitivity would move short term interest rates at 31 December 2012 from around 3.0% representing a 60 basis points shift either down to 2.4% or up to 3.6% (2011: from around 4.25% representing a 42.5 basis points shift either down to 3.83% or up to 4.68%). This could represent one or two adjustments downwards in the context of:

• the Reserve Bank of Australia cutting rates in response to a weakening economy and continuing strength of the Australian dollar; and

• continued uncertainty surrounding the European, US and Chinese economies.

However, interest rates could move up as major Australian banks increase interest rates in response to increased costs of wholesale funding upon which they rely, particularly from offshore markets.

Based on the sensitivity analysis only interest revenue from variable rate deposits and cash balances is impacted, resulting in a decrease or increase in overall income.

(a) Liquidity risk

The consolidated entity manages liquidity risk by maintaining sufficient cash reserves and through the continuous monitoring of budgeted and actual cash flows. Further, the consolidated entity only invests surplus cash with major financial institutions.

Contracted maturities of payables year ended 31 December:

Payable ‐ less than 6 months ‐ 6 to 12 months ‐ 1 to 5 years ‐ later than 5 years Total	Consolidated 2012 $ 2011 $
	320,353 ‐ ‐ ‐ 347,146 ‐ ‐ ‐
	320,353 347,146

(b) Commodity price risk

The consolidated entity is exposed to commodity price risk. This risk arises from its activities directed at exploration and development of mineral commodities. If commodity prices fall, the market for companies exploring for these commodities is affected. The consolidated entity does not hedge its exposures.

(c) Foreign exchange risk

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. The consolidated entity’s foreign transactions are immaterial and it is therefore not exposed to material foreign currency risk.

(d) Fair values

For financial assets and liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form, other than listed investments, when held. The consolidated entity has no financial assets where carrying amount exceeds net fair values at balance date.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

DIRECTORS’ DECLARATION

The directors of Clancy Exploration Limited declare that:

1. In the opinion of the directors:

2. (a) the attached financial statements and the notes thereto 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 31 December 2012 and of their performance for the year ended on that date; and

   • (ii) complying with Accounting Standards;

(b) the attached financial statements and the notes thereto of the Company and of the consolidated entity are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board; and

(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

1. 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 ending 31 December 2012.

Signed in accordance with a resolution of directors made pursuant to Section 295(5) of the Corporations Act 2001.

On behalf of the Board

==> picture [68 x 52] intentionally omitted <==

G. J. BARNES

Managing Director

Orange, NSW

Dated this 22nd day of March 2013

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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INDEPENDENT AUDITOR’S REPORT

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64

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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INDEPENDENT AUDITOR’S REPORT

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

ASX ADDITIONAL INFORMATION

Shareholder Information as at 25 March 2013

A.	TOTAL EQUITY SECURITIES
		Total on Issue	Restricted or Restriction		Expiry
			Voluntary Escrow Date
	SHARES (CLY)	205,990,049	2,192,186 16 April 2013
	LISTED OPTIONS (CLYO)	94,134,786	‐	‐
	UNLISTED OPTIONS
	‐ Officer Options	2,050,000	‐	‐
	‐ Director Options	1,650,000	‐	‐
	‐ Employee Incentive Options	1,100,000	‐	‐
	TOTAL UNLISTED OPTIONS	4,800,000
B.	DISTRIBUTION OF EQUITY SECURITIES
		Shares	Listed	Employee Officer	Director
			Options	Incentive
	1‐1,000	69	4	‐ ‐	‐
	1,001‐5,000	31	36	‐ ‐	‐
	5,001‐1,0000	69	25	‐ ‐	‐
	10,001‐100,000	341	83	‐ 2	‐
	100,001 and over	193	71	3 5	3
	Total Shareholders/Optionholders	703	219	3 7	3
				Shares	Listed Options
	Marketable Parcel			$500	$500
	Price of security shares used in calculation of marketable parcel		(25 March 2013) $0.018		$0.001
	No of securities in a marketable parcel			27,778	500,000
	No of unmarketable parcels			294	185
C.	TOP 20 SHAREHOLDERS			No. of shares	% of Total
1	St Ives Gold Mining Co Pty Ltd			17,764,783	8.62%
2	HSBC Custody Nominees Aust Ltd			13,480,887	6.54%
3	Wallis‐Mance Pty Ltd			13,232,785	6.42%
4	Sandhurst Trustees Ltd			9,922,693	4.82%
5	Citicorp Nominees Pty Ltd			9,384,687	4.56%
6	Castle Bailey Pty Ltd			7,509,976	3.65%
7	Tranquilo Investment Ltd			4,599,279	2.23%
8	Centaurus Resources Pty Ltd			4,444,444	2.16%
9	JP Morgan Nominees Australia ltd			4,250,000	2.06%
10	Flue Holdings Pty Ltd			4,122,710	2.00%
11	National Nominees Ltd			4,000,000	1.94%
12	Australian Mineral & Waterwell			3,691,539	1.79%
13	143 Pty Ltd			3,397,019	1.65%
14	Daniel Paul Wise			3,367,354	1.63%
15	Damian Delaney			3,000,000	1.46%
16	Tattersfield Securities Ltd			2,838,040	1.38%
17	David Chong			2,700,000	1.31%
18	Motte & Bailey Pty Ltd			2,693,857	1.31%
19	WPG Securities Pty Ltd			2,200,000	1.07%
20	Wythenshawe Pty ltd			2,050,346	1.00%
				118,650,399	57.60%

66

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

ASX ADDITIONAL INFORMATION

D. TOP 20 LISTED OPTIONHOLDERS 1 Christopher P Lawrence 2 HSBC Custody Nominees Australia Ltd 3 Motte & Bailey Pty Ltd 4 Citicorp Nominees Pty Ltd 5 Castle Bailey Pty Ltd 6 Tranquilo Investments Ltd 7 Seamist Enterprises Pty Ltd 8 Tattersfield Securities Ltd 9 Flue Holdings Pty Ltd 10 Mark John & MP Bahen 11 Blu Bone Pty Ltd 12 Kobia Holdings Pty Ltd 13 Daniel Paul Wise 14 Australian Mineral & Waterwell 15 Nicholas John Ireland 16 Liquipure Australia Pty Ltd 17 Damplin Investments Pty Ltd 18 Franco Lombardi 19 Alcardo Investments Ltd 20 Centaurus Resources Pty Ltd E. SUBSTANTIAL SHAREHOLDERS The Company’s Register of Substantial Shareholders, prepared in accordance with Chapter 6C of the Corporations Act 2011, recorded the following information as at 25 March 2013; Gold Fields Limited Evolution Master Fund Limited SPC, Segregated Portfolio M and Evolution Capital Management LLC Wallis‐Mance Pty Limited F. SHARES ISSUED PURSUANT TO EMPLOYEE SHARE AND LOAN PLAN (THE PLAN”) Number of Shares issued to eligible employees and consultants pursuant to the Plan Number of Shares issued to Directors pursuant to the Plan Total Shares issued pursuant to the Plan Less Shares Bought Back following resignation of an eligible employee Total Shares issued pursuant to the Plan and on issue as at 31 December 2012	No. of options % of Total 10,000,000 10.62% 8,000,000 8.50% 7,052,354 7.49% 6,539,687 6.95% 5,800,000 6.16% 4,599,279 4.89% 4,500,000 4.78% 3,400,000 3.61% 2,002,354 2.13% 2,002,354 2.13% 2,002,354 2.13% 2,002,354 2.13% 2,002,354 2.13% 2,000,000 2.12% 2,000,000 2.12% 1,500,000 1.59% 1,416,667 1.50% 1,300,000 1.38% 1,196,154 1.27% 1,111,111 1.18%
	70,427,022 74.81%
	17,764,783 13,377,251 12,232,785 (8.62%) (6.54%) (6.42%) 3,053,681 2,887,602 5,941,283 294,958 5,646,325

All shares issued to Directors under the Plan were approved pursuant to ASX Listing Rule 10.14 obtained at a general meeting of the Company held on 29 May 2011.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

ASX ADDITIONAL INFORMATION

G. VOTING RIGHTS ATTACHING TO EQUITY SECURITIES

Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote for each Share held by the Shareholder. In the case of an equality of votes, the chairperson has a casting vote.

Options to acquire ordinary shares do not carry any voting rights.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

LIST OF MINERAL TENEMENTS[3]

State	Project	Lease No	Status	Manager	Clancy interest
NSW	Condobolin	EL7748	Granted	Clancy	100%
NSW	Genaren	EL7927	Granted	Clancy	100%2
NSW	Cundumbul	EL6661	Renewed	Clancy	100%2
NSW	Cundumbul	EL7399	Renewed	Clancy	100%2
NSW	Currumburrama	EL6784	Renewed	Clancy	100%2
NSW	East Parkes	EL7747	Granted	Clancy	100%
NSW	Fairholme	EL6552	Renewed	Clancy	100%
NSW	Fairholme	EL6915	Renewed	Clancy	100%
NSW	Gobondery	EL6534	Renewed	Clancy	100%
NSW	Kiola	ELA4647	Application	Clancy	100%
NSW	Orange East	EL6181	Renewed	Clancy	100%
NSW	Trundle	EL4512	Renewed	Clancy	100%
NSW	Trundle	EL7187	Renewal Pending	Clancy	100%
NSW	Trundle	ELA46841	Application	Clancy	100%
TAS	Lake Margaret	EL28/2009	Granted	Bass Metals	25%
TAS	Sock Creek	EL20/2010	Granted	Bass Metals	25%
TAS	Oonah	EL63/2004	Renewed	TNT Mines	25%

• 1 Under application at reporting date.

• 2 MMC can earn a 49% interest by spending $3m over 3 years 3 As at 31 March 2013

69

Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

CORPORATE GOVERNANCE STATEMENT

This statement outlines the main corporate governance practices in place throughout the period ended 31 December 2012, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated.

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations . The ASX Corporate Governance Council (“the Council”) issued the second edition of the Corporate Governance Principles and Recommendations with 2010 Amendments in June 2010.

To illustrate where the Company has addressed each of the Council’s revised recommendations, the following summary cross‐references to each revised recommendation. Details of all of the revised recommendations can be found on the ASX Corporate Governance Council’s website.

Introduction

Clancy Exploration has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below.

The following additional information about the Company's corporate governance practices is set out on the Company's website at www.clancyexploration.com :

• Board Code of Conduct;

• Code of Conduct

• Securities Trading Policy;

• Continuous Disclosure Strategy;

• Shareholder Communication Policy

• Risk Management Policy;

• Board Charter;

• Definition of an Independent Director

• Audit Committee Charter;

• Board Selection and Appointment Procedure; and

• Diversity Policy.

Explanations for Departures from Best Practice Recommendations

During the financial year the Company has complied with the majority of the Eight Essential Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the Council and as detailed below:

1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Council Principle 1:

Companies should establish and disclose the respective roles and responsibilities of board and management.

Council Recommendation 1.1:

Establish the functions reserved to the board and those delegated to senior executives and disclose those functions.

The Company complies with this recommendation.

The board has set out the responsibilities of the Board in the Board Charter which can be accessed on the company website. Any functions not reserved for the Board and not expressly reserved for members by the Corporations Act and ASX Listing Rules are reserved for senior executives.

Council Recommendation 1.2:

Disclose the process for evaluating the performance of senior executives.

The Remuneration sub‐committee of the Board is to meet annually to review the performance of executives. The senior executives’ performance is assessed against the performance of the company as a whole by each of the directors individually and collectively.

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CORPORATE GOVERNANCE STATEMENT

Council Recommendation 1.3:

Companies should provide the information indicated in the Guide to reporting on Principle 1

The Company complies with this recommendation.

The executive evaluation process was undertaken by each of the directors individually and collectively, under the direction of the Chairman during the period. The Remuneration Committee did not meet during the period.

2. STRUCTURE THE BOARD TO ADD VALUE

Council Principle 2:

Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties

Council Recommendation 2.1:

A majority of the Board should be independent directors.

A definition of director independence can be accessed at www.clancyexploration.com. Until 31 August, when Mr Lester (previously an independent director) resigned, the Company had a majority of 3 independent directors to one non‐independent director. Since 3 September 2012, when Ms Forsyth Stock was appointed, the Board of Clancy Exploration has had two independent directors, Dr Etheridge and Dr Macdonald and two non‐ independent directors, Mr Barnes and Ms Forsyth Stock. Therefore the Board currently has the same number of independent directors as non‐independent directors; however the Chairman, who is independent, has the casting vote. The Company complies with Recommendation 2.1.

Council Recommendation 2.2:

The chair should be an independent director.

The Company’s Chairman, Dr Mike Etheridge, is considered by the Board to be independent.

Council Recommendation 2.3:

The roles of chair and chief executive officer should not be exercised by the same individual.

The roles of chairman and chief executive officer are not exercised by the same individual.

Council Recommendation 2.4:

The Board should establish a nomination committee .

The board does not comply with this recommendation. It is not a company policy to have a nomination committee, given the size and scale of Clancy Exploration Limited. The role of a nomination committee is carried out by the full Board. The full board considers the appointment of new directors on an informal basis. The Board’s policy for the appointment of new directors to the Board can be accessed at www.clancyexploration.com

Council Recommendation 2.5:

Disclose the process for evaluating the performance of the board, its committees and individual directors.

The Company complies with this recommendation.

The performance evaluation of board members occurs by way of a formal review of each director by that director and by each fellow director followed by a meeting between the Chairman and the relevant director or, in the case of the Chairman’s own evaluation, by the Chairman and the non‐executive directors.

Council Recommendation 2.6:

Companies should provide the information indicated in the Guide to reporting on Principle 2.

The Company complies with this recommendation and provides the following disclosures.

The skills, experience and expertise relevant to the position held by each director are disclosed in the Directors Report.

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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CORPORATE GOVERNANCE STATEMENT

The period of office held by each director as at 31 March 2013 is as follows; Mr Gordon Barnes 2 years, 3 months Dr James Macdonald 6 years, 3 months Ms Natalie Forsyth Stock 7 months Dr Mike Etheridge 2 years, 1 month

The evaluation process was undertaken in accordance with this process in the past 12 months.

3. PROMOTE ETHICAL AND RESPONSIBLE DECISION‐MAKING

Council Principle 3:

Companies should actively promote ethical and responsible decision‐making.

Council Recommendation 3.1:

Establish a code of conduct and disclose the code or a summary of the code as to:

 the practices necessary to maintain confidence in the Company's integrity;

 the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders;  the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company complies with this recommendation.

The Company has adopted a Code of Conduct for Directors which can be accessed on the website.

Council Recommendation 3.2:

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 measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them

The Company partly complies with this recommendation.

The Company recognises the benefits arising from employee and board diversity, including accessing different perspectives and ideas and benefitting from a greater pool of talent.

In 2011 the Board formally adopted a Diversity Policy, a copy of which is available on the Company’s website. The Company has a policy not to discriminate on the basis of gender, age, religion etc.

Factors such as gender, race, age or disability are irrelevant and are not taken into account when making employment decisions. In all cases, the person most suited to the position is selected based on their skills and qualifications without bias or prejudice.

Consistent with the Company’s policy of non‐discrimination, the Board has chosen not to set specific measurable targets for gender diversity.

Council Recommendation 3.3:

Companies should disclose in each annual report the measurable objectives for achieving gender diversity.

Consistent with the Company’s policy of non‐discrimination, the Board has chosen not to report, specific measurable targets for gender diversity.

Council Recommendation 3.4:

Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

The Company complies with this recommendation and provides the following disclosure;

No. of female board members as at 31 March 2013	1 (25%)
No of employees as at 31 March 2013	2 (33%)
No. of female employees in senior positions as at 31 March 2013	1 (33%)
No. of female contractors as at 31 March 2013	1 (50%)
No. of female contractors in seniorpositions as at 31 March 2013	1(50%)

Council Recommendation 3.5:

Provide the information indicated in the Guide to reporting on Principle 3.

The Company complies with this recommendation.

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CORPORATE GOVERNANCE STATEMENT

4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Council Principle 4:

Companies should have a structure to independently verify and safeguard the integrity of their financial reporting

Council Recommendation 4.1:

The Board should establish an audit committee.

An audit committee has been established.

The Company complies with this Recommendation.

Council Recommendation 4.2:

The audit committee should be structured so that it:

• consists only of non‐executive directors;

• consists of a majority of independent directors;

• is chaired by an independent chair, who is not chair of the board;

• has at least three members.

From the beginning of the year until 1 March 2012, the Audit Committee consisted of two independent directors, Mr Lester and Dr Macdonald, and the Company Secretary, Mr Caren. On 1 March 2012, a further independent director, Dr Etheridge joined the Audit Committee replacing Mr Caren. From then until 31 August, when Mr Lester (previously the Chairman of the Audit Committee and an independent director) resigned, the Audit Committee consisted solely of independent directors. Since the appointment of Ms Forsyth Stock to the Board and the Audit Committee on 3 September 2012, the Committee has had three members, consisting of two independent directors, Dr Macdonald and Dr Etheridge (appointed 1 March 2012) and one non‐independent director, Ms Forsyth Stock.

The Audit Committee is chaired by Dr Macdonald, who is an independent director and is not the Chairman of the Board. It was previously (until 1 March 2012) chaired by Mr Lester, who was also an independent director and was not Chairman of the Board.

Council Recommendation 4.3

The audit committee should have a formal charter.

The audit committee has a charter.

Council Recommendation 4.4:

Provide the information indicated in the Guide to reporting on Principle 4.

The Company complies with this recommendation, except that one member of the Audit Committee is an Executive Director, and provides the following disclosure.

The audit committee met three times during the year. All members of the Committee attended the meetings. The Board has only two independent directors and therefore is not currently able to satisfy the requirement for at least three members all of whom are to be non‐executive. The Board does not believe that the appointment of an additional independent director is justified simply to satisfy the minimum requirements for sub‐committees.

The external auditor, Ernst & Young, has a rotation policy such that partners must rotate off a client after five successive years, for at least two years. Ernst & Young became the Company’s auditor during 2012.

5. MAKE TIMELY AND BALANCED DISCLOSURE

Council Principle 5:

Companies should promote timely and balanced disclosure of all material matters concerning the Company

Council Recommendation 5.1:

Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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CORPORATE GOVERNANCE STATEMENT

policies.

The Company complies with this recommendation.

The Company has adopted a Continuous Disclosure Policy which is available on its website.

Council Recommendation 5.2:

Provide the information indicated in the Guide to reporting on Principle 5.

The Company complies with this recommendation.

6. RESPECT THE RIGHTS OF SHAREHOLDERS

Council Principle 6:

Companies should respect the rights of shareholders and facilitate the effective exercise of those rights

Council Recommendation 6.1:

Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.

The Company complies with this recommendation.

The Company has adopted a Shareholder Communication Strategy which is available on its website.

Council Recommendation 6.2:

Provide the information indicated in the Guide to reporting on Principle 6.

The Company complies with this recommendation.

7. RECOGNISE AND MANAGE RISK

Council Principle 7:

Companies should establish a sound system of risk oversight and management and internal control

Council Recommendation 7.1:

Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.

The Company complies with this recommendation.

The Company has a Risk Management Policy which is available on the website.

Council Recommendation 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. The board should disclose that management has reported to it as to the effectiveness of the Company's management of its material business risks.

The Board believes the risk management and internal control systems designed and implemented by the Chief Executive Officer and the Chief Financial Officer are adequate given the size and nature of the company’s activities. The Board confirms that management reported to it as to the effectiveness of the Company's management of its material business risks in March 2012.

Council Recommendation 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

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

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CORPORATE GOVERNANCE STATEMENT

material respects in relation to financial reporting risks.

Company complies with this recommendation.

The Board receives assurance from the Chief Executive Officer and the Chief Financial Officer in the form of a declaration, prior to approving the financial statements.

Council Recommendation 7.4:

Provide the information indicated in the Guide to reporting on Principle 7.

The Company complies with this recommendation and provides the following disclosure;

The board has received assurance from the Chief Executive Officer and the Chief Financial Officer 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.

8. REMUNERATE FAIRLY AND RESPONSIBLY

Council Principle 8:

Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.

Council Recommendation 8.1

The Board should establish a remuneration committee.

The company has a Remuneration Committee.

The formal charter of the Remuneration Committee was adopted on 20 March 2007.

Council Recommendation 8.2

The remuneration committee should be structured so that it;

• Consists of a majority of independent directors;

• Is chaired by an independent chair

• Has at least three members

The Company complies with this recommendation.

From the beginning of the year until 1 March 2012, the Remuneration Committee consisted of two independent directors, Mr Lester and Dr Macdonald, and the Company Secretary, Mr Caren. On 1 March 2012, a further independent director, Dr Etheridge joined the Audit Committee replacing Mr Caren. When Mr Lester (an independent director) resigned on 31 August 2012, the Remuneration Committee consisted solely of independent directors, Dr Macdonald and Dr Etheridge. On 13 February 2013 Mr Caren was re‐appointed to the Remuneration Committee. The Committee now has three members consisting of the independent directors, Dr Macdonald and Dr Etheridge and the Company Secretary, Mr Caren.

The Remuneration Committee did not meet during the reporting period but has already met in early 2013. All members of the Committee attended this meeting.

The Remuneration Committee is chaired by Dr Macdonald. The Remuneration committee charter can be accessed at www.clancyexploration.com

Council Recommendation 8.3

Companies should clearly distinguish the structure of non‐executive directors’ remuneration from that of executive directors and senior executives.

The Company complies with this recommendation.

The broad remuneration policy is to ensure that remuneration properly reflects the relevant person's duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board believes that the best way to achieve this objective is to provide Executive Directors and executives with a remuneration package consisting of;

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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity

2012

CORPORATE GOVERNANCE STATEMENT

• (i) fixed components that reflect the person’s responsibilities, duties and personal performance; and

• (ii) share based payments in the form of options or shares as an incentive.

The remuneration of Non‐Executive Directors is determined by the Board as a whole having regard to the level of fees paid to Non‐Executive Directors by other companies of similar size in the industry.

The aggregate amount payable to the Company’s Non‐Executive Directors in respect of non‐executive director fees must not exceed the maximum annual amount approved by the Company’s shareholders, which is currently set at $200,000 per annum.

As part of their remuneration packages, non‐executive directors of the company were (in 2012) granted shares in the company. For a company of the size and cash resources of Clancy Exploration this is a useful tool for attracting and retaining quality directors without diminishing the company’s cash resources.

Council Recommendation 8.4:

Provide the information indicated in the Guide to reporting on Principle 8.

The Company complies with this recommendation and provides the following disclosures;

• The Company currently has no schemes for retirement benefits, other than superannuation for directors.

• The Company does not have any unvested entitlements under any equity‐based remuneration schemes.

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Clancy Exploration Limited ACN 105 578 756

PO Box 7040 Orange NSW 2800 Ph: (02) 6361 1285 Fax: (02) 6361 1202 Email: info@clancyexploration.com Website: www.clancyexploration.com