SAVANNAH GOLDFIELDS LIMITED — Annual Report 2005

Sep 29, 2005

RENISON CONSOLIDATED MINES NL

A.C.N. 003 049 714

ANNUAL REPORT 30 JUNE 2005

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

INDEX

Page Number

Corporate Directory	2
Company Profile	3
Highlights of the Year in Review	4
Chairman's Message	5
Review of Operations	$6 - 10$
Report of the Directors	$11 - 19$
Auditor Independence Declaration	20
Shareholder Information and Mining Tenements	$21 - 24$
Corporate Governance Statement	$25 - 27$
Statement of Financial Performance	28
Statement of Financial Position	29
Statement of Cashflows	30
Notes To and Forming Part of the Financial Statements	$31 - 53$
Declaration by Directors	54
Independent Auditor's Report to the Members	$55 - 56$

CORPORATE DIRECTORY
DIRECTORS	AUDITORS
Dr Christopher D Rawlings (Chairman) Richard P Seville (Managing Director) Stephen G Bizzell (Finance Director) Richard S Anthon (Non-executive Director)	PKF Level 6 120 Edward St Brisbane Qld 4000
SECRETARY	SOLICITORS
Paul Marshall	Hemming & Hart Level 2 307 Oueen St Brisbane Qld 4000
REGISTERED OFFICE AND PRINCIPAL BUSINESS ADDRESS	SHARE REGISTRY
Level 5 60 Edward St Brisbane Qld 4000 Telephone: (07) 3303 0630 Facsimile: (07) 3303 0601 Email: admin@rcm.com.au Web: www.rcm.com.au	ASX Perpetual Registrars Level 22 300 Queen St Brisbane Qld 4000 Telephone: (02) 8280 7454 Facsimile: (02) 9287 0303
AUSTRALIAN BUSINESS NUMBER ABN 75 003 049 714	STOCK EXCHANGE LISTING Australian Stock Exchange Ltd ASX Codes: Ordinary shares - RSN Partly Paid Shares - RSNCE Convertible Notes - RSNG

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

COMPANY PROFILE

Renison Consolidated Mines NL is a rapidly growing Australian resources company with assets in gold and coal.

Our objective is to become a diversified producer whilst providing exceptional investment returns to shareholders.

We aim to achieve this by:-

• Maximising the value of our existing assets through early development and later ۰ expansion.
• Acquiring advanced pre-production assets with sound fundamentals and which ٠ match our skill base, from which we can create value by advancement through to development and production.
• Maintaining a focus on shareholder value and leverage

HIGHLIGHTS OF THE YEAR IN REVIEW

GOLD

• The Tom's Gully 45,000oz pa underground gold mine feasibility study was successfully completed leading to a decision to commence mining. Gold resources were increased to 578,000 oz at Tom's Gully and nearby tenements during the year.
• The Tom's Gully Mine is currently being developed under an Alliance Agreement with PT Petrosea Tbk (a subsidiary of Clough Ltd one of Australia's largest multidisciplinary engineering companies).
• PT Petrosea Tbk have also provided funding for the Tom's Gully development with a \$2m equity subscription and provision of underground fixed and mobile equipment.
• The Agate Creek Epithermal Gold Project resources have been increased to 247,000 ounces from 154,000 ounces compared to this time last year.
• The Agate Creek Scoping Studies were completed successfully showing the potential for an open cut mine with CIP (carbon in pulp) processing to be developed. A drilling programme is commencing shortly to increase the resource base prior to a commitment to a definitive Feasibility Study.
• Deeper bonanza grade targets have been delineated at Agate Creek and some of these targets will be tested in the coming drill programme.

COAL

• A new Permian coal basin was discovered at Arrawatta north of Inverell in Northern New South Wales where the company holds over 200 sq kms of exploration licenses or exploration license applications.
• Multiple seams up to 6.4m thick, potentially suited to open cut mining, were intersected in initial drilling. Further drilling to test the extent of the basin, disposition of coal seams and coal quality is to be undertaken shortly.
• 50% of the Ashford Coking Coal Project was sold to Northern Energy Corporation Ltd for 10.6m of its shares. ٠ Northern Energy Corporation is earning a further 25% interest in the project by funding the Ashford project to completion of a bankable feasibility study at which stage it will also issue Renison a further 5m Northern Energy Corporation shares.
• The first drilling programme at Ashford Coking Coal Project was completed with 32 holes being drilled. An initial Inferred Resource of 14 million tonnes was estimated. Geology and coal quality has been in line with, if not better than, expectations as exemplified by a thick intercept of coal at shallow depths three kilometres north of the current resource area.

CORPORATE

• The Company undertook a number of capital raisings during the year and is now funded for the development of the Tom's Gully gold mining operations and further evaluation of your Company's other gold and coal assets. The Company has at the date of this report over \$7 million cash on hand and access to a recently finalised and undrawn \$7 million debt facility with NM Rothschild & Sons (Australia) Ltd.
• The Company facilitated the re-listing of Northern Energy Corporation Ltd which occurred on 23 February 2005. A priority entitlement offer was made to Renison shareholders at the issue price of 20c per share. Renison holds 10.6m shares (19.6%) of Northern Energy Corporation following the sale of 50% of the Ashford Coking Coal to it with a value of approximately \$5 million as at the date of this report. Northern Energy Corporation can earn another 25% of the Ashford Coking Coal Project by funding a bankable feasibility study and issuing a further 5 million shares to Renison.
• During the year the Company has built up a team of exploration and mine development personnel and developed a multi-functional technical and operations team.

CHAIRMAN'S MESSAGE

Dear Shareholder.

Since early 2003, your Company has grown from being a single project Company to holding a broad portfolio of projects in gold, coking coal and thermal coal. The year in review saw significant progress made on these projects which are at various stages from exploration to development and pre-production and which will provide the Company with a pipeline of potential development and production opportunities over the next few years.

The Tom's Gully Gold Mine is the first project to come through this pipeline. During the year a feasibility study into developing a 45,000 oz gold per annum mine was completed. After finalising debt financing arrangements. Tom's Gully has now moved into development and the first gold pour is expected in around the end of the first quarter of 2006. Studies have also commenced to on a potential expansion of production to $60,000$ oz gold per annum after the first year.

The development of the Tom's Gully Gold Mine is the first exciting step in your Company's transition from explorer to producer. We expect others to follow.

At Agate Creek in north-east Oueensland, we have increased the resource base during the year by 60% to 247,000 ounces and completed scoping studies to plan the best way forward. A drill programme is to commence shortly aimed at increasing the near surface gold resource to an amount sufficient to support a mine development and the commitment to a definitive feasibility study next year.

Following grant of the exploration license, the Company sold 50% of the Ashford Coking Coal project in Northern New South Wales to Northern Energy Corporation Ltd ("NEC") for 10.6m shares, which are currently valued at around \$5 million at the date of this report. The strategy with this transaction was to facilitate an early development at Ashford, without recourse to Renison shareholders, whilst maintaining leverage at a time of recovering commodity prices and whilst the Company's financial resources were focussed on the Tom's Gully development and Agate Creek.

Following a successfully re-listing in February 2005, NEC has rapidly advanced the project. The first drilling programme has confirmed the geological and coal quality expectations and an initial resource of 14 million tonnes has been estimated. The Company expects a feasibility study to be completed next year.

During the year the Company also made an exciting discovery of a new coal province at Arrawatta, near Inverell, NSW. Fundamental exploration concepts were applied in an area, where thin Tertiary cover had overlain and hidden Permian coal deposits. The potential for economic coal deposits in this region has been previously ignored. The early confirmation of this geological theory is a credit to your Company's exploration team.

The next task for your Company is to evaluate the economic potential of the coal discovered at Arrawatta. A detailed drilling and coal quality evaluation program is planned for the coming year. This deposit holds potential for a large and valuable project to develop.

It has been a year of significant progress and achievement. This would not have been possible without the efforts and commitment of your Company's management and staff over the past year. We have asked a lot from a small team and they have responded with enthusiasm, commitment and professionalism.

Chris Rawlings Chairman

REVIEW OF OPERATIONS

Introduction

The Company has recently committed to the development of the Tom's Gully Gold Mine in the Northern Territory. The project is to be developed with bank debt finance and with mine equipment, expertise and funding from our Alliance partner, PT Petrosea Tbk. This has maximised the leverage of shareholders' funds and shared the risks during mine development and operation. This mine is targeted for full production at 45,000 ounces of gold per annum from the end of the 2006 financial year. Investigations into an expansion of up to 60,000oz per annum gold is targeted for the following year.

Two years ago, the Company started to build a pipeline of future development opportunities. These were acquired at a low entry price, either by "farm-in", options to purchase agreements, or exploration license applications for vacant ground during a period of low commodity prices and a weak equity market for resource companies. By keeping an active focus on future growth during difficult times, we have opened up significant value creation opportunities looking forward. Over the past year, we have started to advance these projects and can see potential mine developments at Agate Creek Gold and Ashford Coking Coal.

The progress we have made has been achieved with an efficient use of capital resources and funding options by the company's management, maximising shareholder leverage to the future growth potential in the Company's assets. As we move forward, we will continue to maintain this focus, whilst at the same time ensuring an appropriate level of the capital adequacy for a new mine operator with a significant growth portfolio.

Tom's Gully Gold Mine

The Tom's Gully Gold Mine is located approximately 90kms south-east of Darwin in the Northern Territory. Including Quest 29 and exploration licenses, the Company holds approximately 1000 sq kms of tenure in the vicinity of Tom's Gully.

A feasibility study into the development of a 45,000 oz gold per anum underground mining operation at the Tom's Gully gold project was completed in January this year following completion of a 42 cored hole drilling programme.

The study showed that it was viable to develop an underground mine based on production of 1.2 million tonnes over five years at a diluted head grade of 7.2 $g/t$ gold to produce an average 45,000 ounces of gold per annum at project cash operating cost of approximately \$360/oz and total costs of \$440/oz.

The resource base at Tom's Gully and associated Northern Territory tenements is over 575,000 ounces of gold as detailed later in this review.

The Northern Territory Government has given authorisation to proceed with the mine development.

Since completion of the feasibility study, a two tranche debt financing package has been arranged with N M Rothschild and Sons (Australia) Ltd. The underground mine is being developed under an Alliance Agreement with PT Petrosea Tbk (a subsidiary of Clough Ltd) and mine equipment has been mobilised to site. Petrosea is also providing direct funding to the project as fixed plant and mobile plant and equipment and has also provided equity funding to the Company of \$2m.

Underground development commenced in September and the first gold pour is expected in approximately six months, with full production at 20,000 tonnes per month expected to occur from June 2006.

The total capital costs to upgrade the existing processing plant and infrastructure (inclusive of funds already spent) were estimated at \$3.5m. Expenditure to date has been in line with expectations.

The Tom's Gully underground gold mine represents the first phase of development of the company's Northern Territory assets with the objective of later expanding production to over 60,000 ounces per annum from open cut

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

mining, existing tailings re-treatment and increased recoveries through changes to the treatment process route. Studies on this expansion have already commenced with potential implementation targeted for late 2006

The Feasibility Study also identified upside beyond the base case development including:

• Increased mine life through further exploration. The resource is open down dip and to the west and a 22 drill $\bullet$ programme has commenced to both infill the current resource and step out beyond its limits.
• Increasing gold recoveries from 84% to 94% by improving the treatment process route to leach the concentrate rather than fine grinding it. Pre-feasibility testwork has been completed and the feasibility study on the process route enhancements will commence shortly and take less than six to nine months.
• Re-treatment of the existing tailings resource of $250,000t$ at $2.4$ g/t gold.
• Treating open cut ores from Quest 29 where there is a resource base of over 85,000 ounces of gold or from the company's exploration licenses.

The Company holds approximately 1,000 square kilometres of mining tenements and exploration licenses including Quest 29, where there is over 85,000 oz gold in current resources, and the prospective Steve's Hill which is located in an area of significant structural disturbance and known gold occurrence.

Exploration was also undertaken at Steve's Hill during the year. The first programme comprised RAB drilling of 258 holes (4,859 metres) over the zones of coincident outcropping quartz veins and BLEG anomalies in areas of previous fossicking. The RAB drilling penetrated to an average depth of 20m below surface. The drilling showed a number of anomalous results up to 2m at 9 g/t gold within a deeply weathered laterite profile.

A follow up 15 hole reverse circulation drilling campaign totalling 1,184m was undertaken following a programme of ground geophysics. Although the results were encouraging, a resource target has not been identified and further work is required on this target.

Agate Creek Epithermal Gold - North-East Oueensland

The Agate Creek Epithermal gold project is located approximately 50 kms west of Kidston in north-east Queensland and covers an area of 465 sq kms. The Company is earning 65% interest from Barrick Gold Ltd by spending \$1.5m and has spent approximately \$1m since November 2003.

Following completion of a 39 hole reverse circulation drill programme, a mineral resource comprising a combined Indicated and Inferred Mineral Resource of 5.7 million tonnes at 1.4 $g/t$ gold for 247,000 ounces was estimated at Sherwood at a 0.3g/t cut-off. Together with previous drilling there have now been 171 holes into the Sherwood area. At a 0.5 g/t cut-off, the resource is 4.3 million tonnes at 1.7 g/t gold for 232,000 ounces. The 0.3 g/t gold grade cut-off was considered an indicative cut-off for heap leach which was considered the expected treatment method at the time. The higher $0.5$ g/t grade economic cut-offs would be more realistic for CIP processing.

Scoping studies were undertaken on the Sherwood deposits in order to determine the future strategy for the deposits. These have included Whittle optimization studies undertaken by Golder Associates Pty Ltd, preliminary metallurgical testwork undertaken by HRL Laboratories and scoping level economic studies.

The metallurgical testwork indicated that the preferred processing route is with ground ore using a carbon in pulp (CIP) process route. Recoveries of +95% are expected at moderate grinds and at low reagent consumptions.

The Whittle Studies assumed open cut mining and CIP processing at 1 million tonnes per annum, 95% mining recovery and 95% processing recovery. Based on the indicated and inferred resource outlined to date on the Sherwood project, the studies indicated an in situ 1.3 Million tonnes at 2.7 $g/t$ gold (115,000 $\alpha$ ) can be mined economically at a cash operating cost of A\$255/oz.

As an aid to develop appropriate exploration and development strategies for the area, additional Whittle analyses were undertaken to include areas of mineralisation, not yet included in the resource but expected to be upgraded to resources by future drilling. These are generally extensions of zones of chalcedonic breccia intersected by drilling at moderate

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

depth which have been also been mapped and sampled at surface or zones between the resource wireframes. The analyses indicate a potential in situ 2.8 Mt at 2.1 g/t Au could be mined at cash operating cost of A\$279/oz.

Detailed appraisal of resource extension targets and other areas has confirmed the potential to delineate up to 6 million tonnes of economically mineable material. A drilling programme to be conducted in the coming year will evaluate this target.

If this programme is successful in its objectives, the Company will commit to a definitive feasibility study in 2006 with targeted development potential in 2007.

There is also potential for the occurrence of "bonanza grade" style mineralisation beneath the near surface mineralization identified to date. Petrological studies have indicated that the Sherwood mineralisation is near the top of the epithermal system and that the original land surface was only around 50-100m above current land surface. Drilling to date has principally intersected low grade chalcedonic breccia zones near surface. However, with greater depth there is an increase in stockwork/sheeted style veins noted in drilling some of which record significant gold grades (e.g. CCDD109 5m $@6.0$ g/t Au from 111m). This is interpreted as being near the top of the potential high grade zone in the epithermal model. Mineralised dilation zones have also been mapped at surface and can be projected to depth.

A drilling programme to test some of these targets is also planned for the coming year.

Eidsvold Gold Project

The Company has an option to purchase agreement with respect to the Eidsvold Gold Project in Queensland. The project is located adjacent to and immediately west of the township of Eidsvold, approximately 400km to the northwest of Brisbane, Queensland.

The Eidsvold gold project area encompasses the historic Eidsvold gold mines, including the Mt Rose and Augusta Reefs which produced approximately 100,000 ounces of gold in the late 1890's at a grade of over 30 g/t gold. The Mt Rose and Augusta reefs outcrop as moderate-strongly altered, variably sheared and quartz veined granite/granodiorite of the Permian Eidsvold Intrusive Complex. The Mt Rose Reef has a shallow southerly dip while the Augusta Reef has a north easterly dip. The intersection of these structures is the immediate focus of the current field program.

Renison has undertaken mapping and geochemical sampling and considers the tenement area has potential to contain high grade mineralisation. The historical production came from the reefs that were visible at surface and the area has never been subjected to intensive modern exploration techniques. Apart from extensions to the known reef systems, the project area remains highly prospective for other gold mineralisation located away from the existing workings.

Drilling is warranted once native title processes have been completed.

Ashford Coking Coal Project and Northern Energy Corporation

50% of the Ashford Coking Coal project was sold to Northern Energy Corporation Ltd ("NEC") for 10.6 million NEC shares. This is currently worth approximately \$5m. A "farm-in" was also negotiated whereby NEC can earn an additional 25% by sole funding the project to completion of a bankable feasibility study and issuing Renison an addition 5 million NEC shares. NEC listed on the ASX in February after a successful raising of raising \$4m in quickly commenced work on the project. NEC is the manager of the joint venture.

The Ashford project comprises ELs 6234 and 6428 which cover approximately 27 square kilometres. The project is located 10 kilometres north of the Ashford township near Inverell in northern New South Wales. The objective at Ashford is to delineate a resource of hard coking coal suitable for open cut mine development to supply the export hard coking coal market.

Drilling commenced at Ashford in June adjacent to the previously mined area and at the completion of the first Phase, 32 drill holes had been completed 14 of which were cored holes. Data from this program was combined with that from historical exploration and an initial Inferred Resource of 14 million tonnes has been estimated. The area of the resource is a relatively small part of the entire project area and further drilling is planned to commence in the final quarter of 2005 with the view to seek further extensions of the resource to the West and North of the initial resource area where a thick coal intercept was intersected at shallow depth in the last programme 3 kilometres north of the initial resource.

Coal quality analyses have indicated that this coal possesses excellent coking properties that should result in it being valued highly in the traded coal market.

Coal Characteristic	Ashford Indicative Quality
Moisture (air dried)	$0.9 - 1.1%$
Ash	8-9% (washed) 12-13% (raw)
Volatiles	23-24% raw and washed
CSN	Up to $8.5$
Fluidity	Low / $median$
Sulphur	$0.3 - 0.4%$
Vitrinite	50-60%
mmr	$1.1 - 1.15$

Coking coal is currently mined in a relatively small number of regions around the world, with Australia currently supplying more than half of the world's international coking coal trade. In addition, resources of coking coal are owned by a relatively small number of suppliers. It is our belief that coking coal produced from any development at Ashford would be well received by a market which is seeking new sources of coking coal supply.

Following the delineation of the initial resource NEC is to commence assessing development options with the conceptual target being an operation producing 0.5-1.0 million tonnes per annum of coking coal for export using open cut methods. There are a number of existing rail corridors in the Northern NSW and Southern Queensland region most of which are currently in operation. These would provide possible truck / rail transport options to either the Newcastle or Brisbane port both of which currently have coal export facilities. These transport options will be evaluated in conjunction with the mining studies.

Arrawatta Coal Project

In August 2005, the Company announced that it had made a new coal discovery at Arrawatta near Inverell in New South Wales where the Company holds explration licenses covering approximately 65 square kilometres and has a license application area covering 127 square kilometres.

Much of the area is covered with tertiary basalts of variable thickness which overlay carboniferous basement and sedimentary sequences of intermediate age. It is these sedimentary sequences which were considered prospective for coal, and have subsequently been shown to contain significant coal thicknesses at the Arrawatta discovery.

Five out of seven reverse circulation holes intersected thick sequences of Permian sediments containing significant thicknesses of coal beneath thin Tertiary basalts.

The coal occurs as multiple seams with individual seam thicknesses of up to 6.4m and with a maximum cumulative thickness in one hole of 28.5m of coal in a sequence of 128m of Permian sediments. Coal seams have been intersected from a depth of 12m. The discovery is interpreted as being in the eastern margin of a westerly dipping Permian basin.

Geological logging and interpretation indicates that the Arrawatta Permian sequences are geologically similar to those at Ashford, with up to approximately 150m of coal bearing sediments intersected beneath the basalt cover. The coal is bituminous and bright.

Subsequent geophysical logging of the holes at Arrawatta confirmed the thickness of the seams as previously geologically logged. Reconnaissance drilling has also been undertaken elsewhere on the exploration licenses.

A review of the results to date and previous data has highlighted the potential for the Company's exploration licenses to contain a coal bearing Permian basin of significant size dipping from the basin margin to the west. Due to the limited amount of data, multi-seam nature of the coal measures and lack of Permian outcrop, accurate structural interpretation at this stage is premature.

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

Progress so far fully justifies the commitment to a major exploration programme over this area to be undertaken this coming year on the granted exploration licences s and on the application area as soon as possible after grant.

GOLD RESOURCES

The Company's Gold Resources are as set out in the accompanying table

				Contained loz Gold		Comments
	Status	Tonnes	Grade - g/t		Category
AuQuest - Tom's Gully 100%
Underground	Feasibility Complete	690,000	7.6		168,596 Indicated
		1,130,000	8.3	301,537 Inferred
Tailings	Pre-Feasibility	250,000	2.4		19,290 Indicated
		Tom's Gully	Total	491,300
AuQuest - Quest 29 100%
Koolpin Sediments	Tom's Gully Feed	85,300	1.8		5,050 Indicated	Also potential target for large low grade heap leach mineralisation
	Potential Tom's Gully Feed	105,000	1.3		4,400 Inferred	Also potential target for large low grade heap leach mineralisation
Zamu Dolerite	Potential Tom's Gully Feed	1,050,000	2.3		77,500 Inferred	Partly refractory - treatable with Geobiotics
		Quest 29	Total	86,950
Agate Creek (earning 65%)
Sherwood, Sherwood West and South	Scoping Study	3,300,000	1.4		151,000 Indicated
		2,400,000	1.2		96,000 Inferred
		Company	Total	825,250

REPORT OF THE DIRECTORS

The directors present their report for the year ended 30 June 2005.

Directors

The names and details of the company's directors in office 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.

Names, qualifications, experience and special responsibilities

Dr CD Rawlings (Non-Executive Chairman)

Chris Rawlings has over 25 years experience in the mining industry. Until late 2000 he was Managing Director of QCT Resources Ltd, a position he held from 1994. He has previously held board positions with numerous industry bodies including President of the Queensland Mining Council, Chairman of the Australian Coal Association, Director of the World Coal Institute, and Chairman of the Advisory Board and Adjunct Professor, Department of Mining, Minerals and Processing at the University of Queensland.

Board Committees: Chairman of the Remuneration and Nomination Committee and member of the Audit Committee

Other Listed Company Directorships in the past three years:

• Northern Energy Corporation Ltd*
• D'Aguilar Gold Ltd*
• Australian Magnesium Ltd^*
• Gympie Gold Ltd

RP Seville (Managing Director)

Richard Seville is a mining geologist and rock mechanics engineer with 20 years experience in the mining industry. Richard holds a Bachelor of Science in Mining Geology from the Royal School of Mines and a Masters degree in engineering from James Cook University. He was formerly an executive director of operations for Murchison United NL.

Other Listed Company Directorships in the past three years:

• Northern Energy Corporation Ltd*

RS Anthon (Non-Executive Director)

Rick Anthon is a partner with the Queensland law firm of Hemming $\&$ Hart and acts as a non-executive director of the company. He has practised extensively in the corporate and mining law area for more than 20 years.

Board Committees: Chairman of the Audit Committee and member of the Remuneration and Nomination Committee

SG Bizzell (Finance Director)

Stephen Bizzell holds a Bachelor of Commerce degree and is a Chartered Accountant. He has 15 years experience in the fields of corporate restructuring, equity financing, acquisitions and public company management.

Other Listed Company Directorships in the past three years:

• Arrow Energy NL*
• Bow Energy Ltd*

* denotes current directorships

Company Secretary

JPK Marshall

Paul Marshall holds a Bachelor of Law degree and is a Chartered Accountant. He has been the company secretary of Renison for 10 years. Prior to holding this position he was employed by Ernst & Young for 10 years.

Interests in the shares and options of the Company

		Ordinary Shares	Convertible Notes	Director Options
	Fully Paid	Partly Paid
Christopher Rawlings	2,148,576	$\mathbf{m}$	12.583
Stephen Bizzell	13.714.323	6.658.970	224.351	3.000.000
Richard Anthon	500,000	3,500,000
Richard Seville	9,972,720	4,000,000	59,980	12,000,000

Interest of the directors in the shares and options of the company as at the date of this report are:

Corporate Information

Corporate Structure

Renison Consolidated Mines NL is a company limited by shares that is incorporated and domiciled in Australia. Renison Consolidated Mines NL has prepared a consolidated financial report encompassing the entities that it controlled or had significant influence over during the financial year:

Renison Consolidated Mines NL had the following investments in controlled companies throughout the financial year:

• Tom's Gully Holdings Pty Ltd (Incorporated April 2005 100%)
• Tom's Gully Mining Pty Ltd (100%)
• A.C.N. 099 916 373 Pty Ltd (100%)
• Renison Coal Pty Ltd (100%)
• Agate Creek Holdings Pty Ltd (Incorporated May 2005)

Nature of operations and principal activities

The principal activities of the company during the year were:

• gold mining
• minerals exploration and evaluation

Employees

The consolidated entity employed 17 employees as at 30 June 2005 (2004: 13 employees)

Operating and Financial Review

Operating Results	2005	2004
Operating profit/(loss) after income tax attributable to members	71.744	(2,314,865)

During the 2005 year the Group recorded revenues of \$2.7 million with the sale of a 50% interest in the Ashford coal tenements to Northern Energy Corporation generating revenue of \$2.2 million and a net gain of \$2.1 million. Gold sales from the runoff of the Quest 29 project contributed income of \$0.275 million. Total expenses were \$2.6 million compared with \$4.1 million in the 2004 financial year and the company recorded a profit for the year.

Detailed comments on operations and exploration programmes as at the date of this report are included separately in the Annual Report under Review of Operations.

Review of Financial Condition

Capital structure

During the period the Company raised \$3.28 million through placements to institutional and sophisticated investors of 875,000 \$1 convertible notes at an average issue price of \$2.59 each and 7,500,000 ordinary shares at an issue price of 13.5 cents per share. The company also made a call in accordance with the existing call program on its issued partly paid shares of 1 cent per partly paid share. This call raised \$1.525 million for the company.

At 30 June 2005, the Company had 252,188,850 ordinary shares, 152,500,000 partly paid ordinary shares (paid to 4.5) cents with 20.5 cents to pay) and 3,736,399 March 2007 convertible notes on issue.

After the end of the financial year following the decision to commence mining at the Tom's Gully mine and the new coal discovery at Arrawatta the Company has raised a further \$6 million with the placement of 27.3 million shares at 22 cents per share. At the date of this report the Company has on issue 313.6 million ordinary shares, 152.5 million partly paid shares and 2.98 million March 2007 convertible notes.

Treasury policy

The Company does not have a formally established treasury function. The Board is responsible for managing the Company's currency risks and finance facilities. The Company did not undertake hedging of any kind during the 2004/05 financial year. Hedging in relation to future production from the Tom's Gully mine will be required under banking arrangements and the board will establish an appropriate treasury policy in due course.

Liquidity and funding

The Company has sufficient funds to finance its operations and to allow the Company to take advantage of favourable business opportunities, not specifically budgeted for, or to fund unforeseen expenditure.

Dividends

No dividend was paid during the year and none is recommended as at 30 June 2005.

Significant Changes in the State of Affairs

The Feasibility Study on the Tom's Gully underground gold project was completed at the end of January 2005. A combined indicated and inferred gold resource at Tom's Gully, totalling 1.82 million tonnes at 8.1 g/t gold for 472,000 ounces gold, formed the basis for a study for an underground mining operation to produce an average of 45,000 ounces per annum over five years. An Alliance Agreement was entered into during the year with PT Petrosea Tbk, a subsidiary of one of Australia's largest multidisciplinary engineering, construction and operations and maintenance groups Clough Ltd. One million dollars was provided by Petrosea together with assistance in the mining engineering and scheduling towards completion of the feasibility study. After the end of the financial year a further \$1 million has been provided for project development. Initial site works and the ordering of long lead time items for the CIL gold processing plant refurbishment and upgrade had commenced by the end of the financial year.

During the period the Company, sold an interest in its Ashford Coal Project to Poltech International Limited (since renamed Northern Energy Corporation Ltd). The sale and farm-in agreement which were completed in February 2005 resulted in Renison emerging with a 19.67% shareholding in Northern Energy and a 25% interest (free carried through to completion of a bankable feasibility study) in the project. Northern Energy Corporation Ltd relisted on the Australian Stock Exchange in February 2005. The Company recorded a gain of \$2,146,120 on the sale of the interest in the project based on the contracted value of 20 cents per share upon settlement.

Matters Subsequent to the End of the Financial Year

The Company received a final credit approved offer of finance from international investment bank, N.M. Rothschild and Sons (Australia) Limited (Rothschild) to provide Debt Finance and Hedging Facilities (Facilities) for Renison's Tom's Gully Gold Mine development in the Northern Territory. The debt facilities offered by Rothschild total \$7 million and involve a two tranche (total of \$5.5m) revolving credit facility, a \$1m cost overrun and working capital

facility and a \$0.5m performance bond facility. Following the receipt of the offer the Board resolved to commence mining operations at Tom's Gully with the financing arrangements for the project having been determined.

The Company completed a placement of ordinary shares and options resulting in \$6 million being raised by the company, before issue costs. The raising was undertaken by way of the issue to institutional and sophisticated investors of 27.3 million ordinary shares, at an issue price of 22 cents per share and 13.6 million free attaching unlisted options to acquire ordinary shares at 25 cents per share exerciseable until 31 July 2006.

The funds raised will be utilised for:

• Further exploration of the Agate Creek Gold Project,
• Further exploration of the NSW coal assets, $\bullet$
• Feasibility studies into the expansion of the Tom's Gully Gold Mine $\bullet$
• General working capital purposes $\bullet$

The Company has also completed the issue of 8,000,000 ordinary shares and 400,000 March 2007 \$1 convertible notes in accordance with a Placement Deed with PT Petrosea Tbk for PT Petrosea to make a \$2 million investment in Renison. PT Petrosea Tbk provided funding towards the completion of the feasibility studies at Renison's Tom's Gully project by providing a loan to the Company of \$1 million. Following the receipt of shareholder approval at the General Meeting held on 20 September 2005 PT Petrosea converted the loan into \$1 million worth of Renison \$1 convertible notes and also subscribed for an additional \$1 million worth of Renison ordinary shares to provide funding towards the underground mine development. Alliance Partner PT Petrosea Tbk, a subsidiary of one of Australia's largest multidisciplinary engineering, construction and operations and maintenance groups, Clough Ltd will be providing underground mining contracting and maintenance services at the Company's Tom's Gully gold mine in the Northern Territory.

Apart from the items noted above, no matter or circumstance has arisen since 30 June 2005, that has significantly affected, or, may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in financial years subsequent to 30 June 2005.

Likely Developments and Expected Results of Operations

Likely developments in the operations of the company and the expected results of those operations in subsequent financial years have been discussed where appropriate in relation to the company's exploration and development prospects in the Annual Report under Review of Operations.

There are no further developments of which the directors are aware which could be expected to affect the results of the company's operations in subsequent financial years other than information which the directors believe comment on or disclosure of, would prejudice the interests of the company.

Environmental Regulation and Performance

Renison holds authorisations under the Northern Territory Mining Management Act issued by the NT Government for its operations at Tom's Gully, Ouest 29 and various exploration licences. It also held during the year a licence for the discharge of waters from the Tom's Gully mine with specified conditions. There have been no known breaches of the authorisation or licence conditions.

Share Options

At the date of this report there were a total of 18,000,000 unissued ordinary shares under options.

Number of Options	Exercise Price	Vesting Date	Expiry Date
7.000.000	$12.5$ cents	vested	30/6/07
5.000,000	15 cents	vested	30/6/07
6.000.000	17.5 cents	vested	30/6/07

The company has also issued a series of convertible notes. If all the issued notes were converted into ordinary shares a total of 59,584,960 shares would be required to be issued. In addition the interest payable on the notes can at the option

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

of the noteholder be paid as additional notes. If all the interest potentially payable on the notes outstanding were to be reinvested as notes and these notes converted into ordinary shares a further 12,840,931 shares would require to be issued.

REMUNERATION REPORT

This report outlines the remuneration arrangements in place for Directors and Executives of Renison Consolidated Mines NL (the Company).

Remuneration Policy

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.

The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors and the executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash, equity and fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without creating undue cost for the Company. Further details on the remuneration of directors and executives are set out in this Remuneration Report.

The Company aims to reward the Executive Directors and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The Board's policy is to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long-term incentives.

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive Director and Senior Management remuneration is separate and distinct.

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

The Company's specific policy for determining the nature and amount of emoluments of board members of the Company is as follows:

• The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is \$200,000 per annum. Additionally, Non-Executive Directors will be entitled to be reimbursed for properly incurred expenses.
• If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. A Non-Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Director's or General Meetings of the Company or otherwise in connection with the business of the Company.

The remuneration of Non-Executive Directors for the period ending 30 June 2005 is detailed in Table 1 of this Remuneration Report.

Executive Director and Senior Management Remuneration

The Company aims to reward the Executive Directors and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:

• reward Executives for company and individual performance against targets set by reference to appropriate ٠ benchmarks;
• align the interests of Executives with those of shareholders;
• link reward with the strategic goals and performance of the Company; and
• ensure total remuneration is competitive by market standards.

The remuneration of the Executive Director and Senior Management may from time to time be fixed by the Board. The remuneration will comprise a fixed remuneration component and also may include offering specific short and long-term incentives, in the form of:

• performance based salary increases and/or bonuses; and/or
• the issue of options

The remuneration of the Executive Director and Senior Management for the period ending 30 June 2005 is detailed in Tables 1 & 2.

Employment Contracts

It is the Board's policy that employment agreements are entered into with all Executive Directors, Executives and employees. No current employment contracts contain early termination clauses. All Non-Executive Directors have contracts of employment.

The Managing Director, Mr Richard Seville is employed under an Executive Service Contract. Under the terms of the present contract the Managing Directors Salary is for a \$200,000 base salary and a variable performance component to a maximum of \$25,000. The variable component will be assessed on two main corporate issues being strategy and communication.

Employment contracts entered into with senior management contain the following key terms:

Event	Company Policy
Performance based salary increases and/or bonuses	Board discretion
Short and long-term incentives, such as options	Board discretion
Resignation / notice period	1 month
Serious misconduct	Company may terminate at any time
Payouts upon resignation or termination, outside industrial regulations	None

Details of Specified Directors and Specified Executives

Specified directors
CD Rawlings	Chairman (non-executive)
RS Anthon	Director (non-executive)
SG Bizzell	Executive Director
RP Seville	Managing Director

Specified executives

-------------------------------------- C Creagh	Exploration Manager
P Marshall	Company Secretary
S Slesarewich	Operations Manager (appointed August 2004)

Specified executives are those directly accountable and responsible for the operational management and strategic direction of the company and the consolidated entity.

	Primary			Post-		Equity	Other	Total
				Employment
	Salary &	Cash	Non-cash	Superan-	Retirement	Shares/
	Fees	Bonus	benefits	nuation	benefits	Options#
C Rawlings
2005	36,697	$\overline{a}$	-	3,303	$\overline{\phantom{a}}$			40,000
2004	36,697			3,303				40,000
R Anthon
2005	20,000	$\overline{a}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	٠		20,000
2004	20,000	٠	-	$\overline{\phantom{0}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\overline{a}$	20,000
S Bizzell
2005	121,104		6,445			4,514		132,063
2004	121,452		7,046	۰	$\overline{\phantom{a}}$	18,599	٠	147,097
R Seville
2005	171,136		1,952	15,402		9,028		197,518
2004	160,551		909	14,450		37,198		213,107
TOTAL
2005	348,937		8,397	18,705		13,572		389,581
2004	338,670		7,955	17,752		55,797		420,204

Table 1: Director remuneration for the year ended 30 June 2005

- These options were approved in 2002 at a General Meeting of the company. The calculation of value of options granted using the Black-Scholes option pricing model, which takes into account factors such as the option exercise price, the market price at the date of issue and volatility of the underlying share price and the time to maturity of the option. The model allocates a value to more than one reporting period. Details of the calculations of the value attributable to the 2004/05 financial year in relation to each director of granted options are set out below:

RP Seville

Nos of Options	Vesting Dates	Expiry Date	Strike Price cents	Market Value at date of issue cents	Black-Scholes Valuation
4,000,000 4,000,000	1/7/04 1/7/05	30/6/07 30/6/07	i 5.0		$-$ 8.951
					9.028

SG Bizzell

Nos of Options	Vesting Dates	Expiry Date	Strike Price cents	Market Value at date of issue cents	Black-Scholes Valuation
2,000,000 2,000,000	1/7/04 1/7/05	30/6/07 30/6/07	15.0 175		38 4.476
					4.514

Table 2: Remuneration of the 3 named Executives who receive the highest remuneration for the year ended 30 $\text{Im}e\,2005$

	Primary			Post-		Equity	Other	Total
				Employment
	Salary &	Cash	Non-cash	Superan-	Retirement	Shares/
	Pees	Bonus	benefits	nuation	benefits	Options
C Creagh
2005	135,921			12,233			10.000	158,154
2004	123,853			11,147		443		135,443
P Marshall
2005	104,400		912	$\overline{\phantom{0}}$	$\overline{\phantom{a}}$			105,312
2004	104,800		1,376			221		106,397
S Slesarewich
2005	134,135	$\overline{\phantom{a}}$		12,072	$\overline{\phantom{a}}$			146,207
2004			۰				$\overline{\phantom{a}}$	٠
TOTAL
2005	374,456		912	24,305			10,000	409,673
2004	351,653		4,210	21,922		885		378,670
					Group totals in respect of the financial year ended 30 June 2005 do not equal the sums of amounts disclosed for 2004 for individuals specified in

June 2005 do not equal the sums of amounts disclosed for 2004 for individuals specified in 2005, as different individuals were specified in 2004

Options granted as part of remuneration for the year ended 30 June 2005

There were no options granted as part of remuneration during the year ended 30 June 2005.

Meetings of Directors

The following table sets out the number of meetings of the company's directors held during the year ended 30 June 2005 and the number of meetings attended by each director.

	Directors' Meetings	Audit	Remuneration & Nomination
Number of meetings held
Number attended
C Rawlings	ו ו
R Anthon	11
S Bizzell			w
R Seville		e.

The members of the audit committee and the remuneration and nomination committee are Mr R S Anthon and Dr C D Rawlings.

Indemnification of Officers or Auditor

During the financial year the company paid a premium to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in a capacity of Director other than conduct involving a wilful breach of duty in relation to the company. The contract of insurance prohibits the disclosure of the nature of the liabilities covered and the amount of the premium paid. The Corporations Act does not require disclosure of the information in these circumstances.

Proceedings on Behalf of the Company

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

Auditor Independence Declaration Under Section 307c of The Corporations Act 2001

The Auditor's Independence Declaration is attached and forms part of the Director's Report for the year ended 30 June 2005

Non-Audit Services

During the year PKF, the Combined Group's auditor, has performed certain other services in addition to statutory duties. The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those nonaudit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act for the following reasons:

• All non-audit services were subject to the corporate governance procedures adopted by the Combined Group and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor.
• The non-audit services provided do not undermine the general principles relating to auditor independence as set out in Professional Statement F1 Professional Independence, as they did not involve reviewing or auditing the auditor's own work, acting in a management capacity for the Combined Group, acting as an advocate for the Combined Group or jointly sharing risks or rewards.
• Services were performed by persons not in the audit team.

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

PKF received a total of \$17,212 for non statutory audit services namely \$16,050 for taxation services and \$1,162 for the audit of the NT Royalty Return.

Corporate Governance

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Renison support and have adhered to the principles of corporate governance. The company's corporate governance statement is contained in a separate section of this report.

Signed in accordance with a resolution of the Board of Directors

RP Seville Director Brisbane 30 September 2005 The Directors Renison Consolidated Mines NL Level 5 60 Edward St BRISBANE QLD 4000

Dear Directors

AUDITOR INDEPENDENCE DECLARATION IN ACCORDANCE WITH SECTION 307C OF THE CORPORATIONS ACT 2001

As lead engagement partner for the audit of Renison Consolidated Mines NL for the year ended 30 June 2005, I declare that, to the best of my knowledge and belief, there have been:

no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

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

PKF Brisbane Partnership Chartered Accountants

CG Bellamy Partner Dated this 30th day of September 2005.

SHAREHOLDER INFORMATION

DISTRIBUTION OF NUMBER OF HOLDERS OF EACH CLASS OF SECURITIES AS AT 26 SEPTEMBER 2005.

		Ordinary shares fully paid	Partly paid ordinary shares $-$ paid to 4.5 cents		March 2007 Convertible Notes
Number of Securities Held	Nos of holders	Nos of shares	Nos of holders	Nos of shares	Nos of holders	Nos of notes
1 to $1,000$	356	164.875	8	4.283	199	43.060
1.001 to 5.000	935	2,963,221	34	110.193	63	162,140
5,001 to 10,000	754.	6.381.398	53	465.367	26	167.376
10,001 to 100,000	1,720	63,080,352	197	10.255,879	45	1.349.561
$100.001$ and over	342	241,013,491	152	141,664,278	5	1,257,111
	4.107	313,603,337	444	152,500,000	338	2,979,248
Number of shareholders holding less than a marketable parcel of shares	649	654.005	43	119,726	98	3.390

TWENTY LARGEST HOLDERS OF EACH QUOTED SECURITY

RSN - Ordinary Fully Paid Shares

No.	Name of Shareholder	Holding	% Held
1	ANZ Nominees Ltd <cash A/C>	38,071,876	12.14%
2	Westpac Custodian Nominees Ltd	18,394,235	5.87%
3	ANZ Nominees Ltd	12,950,044	4.13%
4	Tricom Nominees Pty Ltd	11,213,983	3.58%
5	Richard Seville and Associates Pty Ltd	9,972,720	3.18%
6	Jin Wei-Feng Vincent	9,200,000	2.92%
7	PTP Investments Pte Ltd	8,000,000	2.55%
8	RBC Global Services Australia Nominees Pty Ltd	4,545,454	1.45%
9	Chimaera Capital Ltd	3,000,000	0.96%
10	GMC Equity Invesments Pty Ltd	2,727,273	0.87%
11	Solen Pty Ltd	2,321,101	0.74%
12	Rawni Holdings Pty Ltd	2,270,000	0.72%
13	Elizabeth Lee Nelson	2,148,576	0.69%
14	Hadley Castle Pty Ltd	2,119,250	0.68%
15	Gull Investments Pty Ltd	1,818,500	0.58%
16	Solen Pty Ltd	1,764,000	0.56%
17	David Wynne McFarlane & Susan Jane McFarlane	1,750,820	0.56%
18	Elise Nominees Pty Ltd	1,605,005	$0.53\%$
19	Rosmarie Geisler	1,640,000	0.52%
20	Jayare Nominees Pty Ltd	1,500,000	0.48%
		137,057,837	43.70%

RSNCE - Ordinary Shares Paid to 4.5 Cents, 20.5 Cents Unpaid

No.	Name of Shareholder	Holding	% Held
1	ANZ Nominees Ltd	36,883,996	24.19%
2	Tricom Nominees Pty Ltd	11,961,698	7.84%
3	Kabila Investments Pty Ltd	5,558,518	3.64%
4	Sypco Holdings Pty Ltd	4,438,382	2.91%
5	Warren William Brown & Mrs Marilyn Helena Brown	3,597,000	2.36%
6	Nambia Pty Ltd	3,500,000	2.30%
7	Fiona Mactier	3,000,000	1.97%
8	Planet Capital Pty Ltd	3,000,000	1.97%
9	Rosmarie Geisler	2,700,000	1.77%
10	WWB Investments Pty Ltd	2,520,400	1.65%
11	Hadley Castle Pty Ltd	2,235,000	1.47%
12	Warren William Brown & Mrs Marilyn Helena Brown	2,115,000	1.39%
13	Mark Robinson	2,010,000	1.32%
14	Malnor Pty Ltd	2,000,000	1.31%
15	Richard Seville and Associates Pty Ltd	2,000,000	1.31%
16	Richard Seville and Associates Pty Ltd	2,000,000	1.31%
17	Sypco Holdings Pty Ltd	1,725,000	1.13%
18	Timothy McKenzie Don	1,527,950	1.00%
19	Jayare Nominees Pty Ltd	1,500,000	0.98%
20	Aldo Igini	1,151,250	0.75%
		95,424,194	62.57%
	RSNG - Convertible Notes
	No. Name of Shareholder	Holding	% Held
1	Chimaera Capital Ltd	437,919	14.70%
2	PTP Investments Pte Ltd	400,000	13.43%
3	Longfield Capital Ventures Ltd	179,896	6.04%
4	Biotec International Pty Ltd	134,166	4.50%
5	Solen Pty Ltd	105,130	3.53%
6	Seraphine Schilter	95,093	3.19%
7	Bedford Banner Pty Ltd	94,373	3.17%
8	Biotec International Pty Ltd	87,087	2.92%
9.	JP Morgan Nominees Australia Ltd	80,000	2.69%
$10\,$	Abraham Lester	79,973	2.68%
11	Richard Seville and Associates Pty Ltd	59,980	2.01%
12	Samuel Holdings Pty Ltd	59,980	2.01%
13	Sixth Erra Pty Ltd	47,983	1.61%
14	Hooper Bailee Industries Pty Ltd	42,052	1.41%
15	Westglade Pty Ltd	42,052	1.41%
16	Arena Promotions Pty Ltd	37,219	1.25%

• 16 Arena Promotions Pty Ltd 17 Downshire Investments Pty Ltd 18 Goldsword Holdings Pty Ltd
• 19 Solen Pty Ltd
• 20 First Farley Pty Ltd

36,605

31,539

31,539

30,000

2,112,586

$1.23%$

$1.06\%$

$1.06\%$

$1.01\%$

70.91%

VOTING RIGHTS

• (i) All fully paid ordinary shares carry one vote per share without restriction.
• (ii) All partly paid ordinary shares carry a fraction of one vote per share equal to the proportion that the amount paid up bears to the total issue price.

SUBSTANTIAL SHAREHOLDERS

Substantial shareholders as shown in substantial shareholder notices received by the Company at 26 September 2005 are:

Name of Shareholder	Ordinary Shares	Partly Paid Shares
David John Vincent	21,000,000	12,000,000
CMG Equity	16.282,286	7,354,777

UNQUOTED SECURITIES

The following unquoted Executive Options are on issue:

Options

Number οf Options	Exercise Price	Vesting Date	Expiry Date
7,000,000	$12.5$ cents	1/7/03	30/6/07
5,000,000	15 cents	1/7/04	30/6/07
6,000,000	$17.5$ cents	1/7/05	30/6/07

INTERESTS IN MINING TENEMENTS

Renison Consolidated Mines NL held the following interests in mining and exploration tenements as at 26 September 2005:

Northern Territory Tenements

Type	Title No	Location	Interest
EL	10367	Mary River	100%
EL	10368	McKinley River	100%
EL.	10382	Noonamah	100%
EL.	22068	Steves Hill	$0\% *$
EL	22206	Mary River	100%
EL	22232	Mary River	100%
EL	23172	Noonamah	100%
EL	23173	Noonamah	100%
EL.	23174	Mary River	100%
EL	23178	Darwin	100%
EL	24150	Noonamah	100%
ELA.	24151	Noonamah	100%
EL	24288	Mary River	100%
ELA.	24682	Mary River	100%
MLA	24828	Mary River	100%
MCN	68 to 83	Mary River	100%
*MCN	84 to 91	Mary River	100%
$*MCN$	3333 to 3339	Mary River	100%
MLN	281 to 284	Mary River	100%
$*$ MLN	337 to 339	Mary River	100%
*MLN	369 to 373	Mary River	100%
*MLN	1058	Mary River	100%

* - Tenements held by Tom's Gully Holdings Pty Ltd

A - application

Queensland Tenements

Type	Title No	Location	Interest
EPM	9632	Agate Creek	0%#
EPM	10719	Agate Creek	0%#
EPM	11237	Agate Creek	$0\%$ #
EPM	11238	Agate Creek	494年
EPM	13121	Eidsvold	$0\%$ *
EPMA	14523	Eidsvold	100%

* - option to purchase 100% held

- option to earn 65% interest held

A - application

NSW Tenements

Type	Title No	Location	Interest
EL	6433	Arrawatta	100%
FI.	6434	Bukkulla	100%
EL	6234	Ashford	50%#
FL.	6428	Ashford	50%#
ELA.	2546	Bonshaw	50%
EL A	2547	Oakwood	100%

- option to earn a further 25% interest is heldby Northern Energy Corporation Ltd A - application

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Renison is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Renison on behalf of the shareholders by whom they are elected and to whom they are accountable.

The format of the Corporate Governance Statement has changed in comparison to the previous year due to the introduction of the Australian Stock Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (the Recommendations). In accordance with the Council's recommendations, the Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed, together with the reasons for the departure.

Renison's Corporate Governance Statement is now structured with reference to the Corporate Governance Council's principles and recommendations, which are as follows:

Principle 1. Lay solid foundations for management and oversight

• Principle 2. Structure the board to add value
• Principle 3. Promote ethical and responsible decision making
• Principle 4. Safeguard integrity in financial reporting
• Principle 5. Make timely and balanced disclosure
• Principle 6. Respect the rights of shareholders
• Principle 7. Recognise and manage risk
• Principle 8. Encourage enhanced performance
• Principle 9. Remunerate fairly and responsibly
• Principle 10. Recognise the legitimate interests of stakeholders

Renison's Corporate Governance Statement was adopted during the year ended 30 June 2005. Given the size of the Company and the number of Board members the Company is not in a position to be fully compliant with the Council's best practice recommendations. Renison's current policies do not meet the set out recommended practices in the following areas:

Recommendation 2.1 - A majority of the board should be independent directors:

Renison does not meet this recommendation as it does not have a majority of independent directors. The board currently has two non-executive directors who are independent directors and two executive directors.

Recommendation 2.4 - The board should establish a nomination committee:

Renison has established a nomination committee consisting of two non-executive independent directors. It does not meet the recommended structure for the committee as the committee does not consist of at least three members.

Recommendation 4.3 - Structure the audit committee so that it consists of only non-executive directors, a majority of independent directors, an independent chairperson who is not chairperson of the board, at least three members: Renison has established an audit committee consisting of two non-executive independent directors. It meets all the recommendations except it does not meet the recommendation that the committee consist of at least three members.

For further information on corporate governance policies adopted by Renison, refer to our website: www.rcm.com.au.

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report. Directors of Renison are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgment.

In the context of director independence, "materiality" is considered from both the company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively material on the following basis - balance sheet items are material if they have a value of more than 5% of pro-forma net assets and profit and loss items are material if they will have an impact on the

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

current year operating result of 10% or more. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the company's loyalty.

In accordance with the definition of independence above, and the materiality thresholds set, the following directors of Renison are considered to be independent:

Dr CD Rawlings Mr RS Anthon

There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company's expense.

The term in office held by each director in office at the date of this report is as follows:

Name	Term in Office
CD Rawlings	3 years
RS Anthon	9 years
SG Bizzell	9 years
RP Seville	4 years

Nomination Committee

The Board has established a nomination committee to ensure that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of director. The nomination committee comprises non-executive directors. The nomination committee comprises the following members: Dr CD Rawlings and RS Anthon. For additional details regarding the nomination committee, please refer to the Statement of Corporate Governance Practices on our website (www.rcm.com.au).

Audit Committee

The Board has established an audit committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the audit committee.

The committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. All members of the audit committee are non-executive directors. The members of the audit committee during the year were Dr CD Rawlings and RS Anthon.

Oualifications of audit committee members

RS Anthon has been a practising solicitor for 20 years and has extensive experience in the area of corporate law. He has been a director of a number of public and private companies. He is the chairman of the audit committee.

Dr CD Rawlings has over 11 years experience as a Managing Director, Non Executive Director and Chairman of listed public companies.

For details on the number of meetings of the audit committee held during the year and the attendees at those meetings, refer to the Directors' Report.

Performance

The performance of the board and key executives is reviewed against both measurable and qualitative indicators. The nomination committee was established late in the reporting period. The nomination committee will conduct performance evaluations which will involve an assessment of each board member's and key executive's performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Renison. Directors whose performance is consistently unsatisfactory may be sanctioned.

Remuneration

It is the company's objective to provide maximum stakeholder benefit from the retention of a high quality board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the Remuneration and Nomination Committee links the nature and amount of executive directors' and officers' emoluments to the company's financial and operational performance. The expected outcomes of the remuneration structure are the retention and motivation of key executives, the attraction of quality management to the company and performance incentives which allow executives to share the rewards of the success of Renison.

For details on the amount of remuneration and all monetary and non-monetary components for each of the highest-paid (non-director) executives during the year and for all directors, refer to the Remuneration Report in the Director's Report.

In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the board, having regard to the overall performance of Renison and the performance of the individual during the period.

There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors. The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the chief executive officer and the executive team. The Board has established a remuneration and nomination committee, comprising two non-executive directors. The committee comprises the following members – Dr CD Rawlings (Chairman) and RS Anthon.

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2005

		Consolidated		Parent Entity
		2005	2004	2005	2004
	Note	3	\$	\$	\$
Revenues from ordinary activities	2	2,712,065	1,832,190	2,636,975	1,832,190
Mining and exploration costs		809,085	2,607,476	744,536	2,607,476
Depreciation and amortisation expenses	3	312,840	223,980	312,840	223,980
Borrowing costs expense	3	519,830	312,392	519,830	312,392
Provisions and write offs	3				236,522
Written down value of assets sold		117,203	249,657	42,835	249,657
Head office employment costs		336,521	360,666	336,521	360,666
Other corporate and head office expenses		544,842	392,884	544,835	392,854
Profit/(Loss) from ordinary activities before income tax		71,744	(2,314,865)	135,578	(2,551,357)
Income tax expense relating to ordinary activities	4
Profit/(Loss) from ordinary activities after income tax		71,744	(2,314,865)	135,578	(2, 551, 357)
Net Profit/(Loss) attributable to members of Renison Consolidated Mines NL	21	71,744	(2,314,865)	135,578	(2, 551, 357)
Security issue costs		68,050	39,553	68,050	39,553
Total revenues and expenses attributable to members of Renison Consolidated Mines NL and recognised directly in equity		68,050	39,553	68,050	39,553
Total changes in equity other than those resulting from transactions of owners as owners		3,694	(2,354,418)	67,528	(2,511,804)
Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share)	26 26	0.027 0.027	(0.94) (0.94)

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

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2005

		Consolidated			Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	\$
Current Assets
Cash Assets		1,124,298	676,005	1,124,295	675,834
Receivables	5	125,636	78,783	100,761	156,042
Inventory	6	54,929	94,252	54,929	94,252
Other Financial Assets	$\overline{\mathcal{L}}$	20,353	94,720	20,353	20,176
Other	8	78,214	49,349	78,214	49,349
Total Current Assets		1,403,430	993,109	1,378,375	995,653
Non-Current Assets
Receivables	9	380,354	324,541	380,354	324,541
Other Financial Assets	10,11	2,106,789		2,106,793	2
Property, Plant & Equipment	12	5,801,261	5,401,001	5,726,259	5,401,001
Exploration and Development	13	6,932,085	4,418,290	6,932,085	4,418,290
Other	14	98,806	43,947	98,806	43,947
Total Non-Current Assets		15,319,295	10,187,779	15,244,297	10,187,781
Total Assets		16,722,725	11,180,888	16,622,672	11,183,434
Current Liabilities
Payables	15	981,001	1,126,972	814,568	1,126,972
Interest Bearing Liabilities	16	1,036,107	1,484,178	1,036,107	1,484,178
Provisions	17	57,002	31,018	57,002	31,018
Total Current Liabilities		2,074,111	2,642,168	1,907,678	2,642,168
Non-Current Liabilities
Interest Bearing Liabilities	18	3,866,966	2,949,539	3,866,966	2,949,539
Provisions	19	400,000	400,000	400,000	400,000
Total Non-Current Liabilities		4,266,966	3,349,539	4,266,966	3,349,539
Total Liabilities		6,341,077	5,991,707	6,174,644	5,991,707
		10,381,648	5,189,181	10,448,028	5,191,727
Net Assets
Equity
Parent Entity Interest
Contributed Equity	20	33,983,613	28,862,889	33,983,613	28,862,889
Accumulated Losses	21	(23,601,965)	(23,673,708)	(23, 535, 584)	(23, 671, 162)
Total Equity		10,381,648	5,189,181	10,448,028	5,191,727

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

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2005

		Consolidated 2005	2004	Parent Entity 2005	2004
	Not e	S	S	\$	\$
Cash Flows from Operating Activities
Cash receipts in the course of operations		399,877	1,560,386	399,877	1,560,386
Cash payments in the course of operations		(1,893,773)	(3,180,072)	(1,906,110)	(3,180,042)
Interest received		67,915	20,010	67,915	20,010
Borrowing costs		(236, 418)	(129, 492)	(236, 418)	(129, 492)
GST received/(paid)		40,641	(95,968)	63,591	(95,968)
Net Cash Used in Operating Activities	22	(1,621,757)	(1,825,136)	(1,611,145)	(1,825,106)
Cash Flow From Investing Activities
Proceeds from sale of plant & equipment			146,296		146,296
Payments for property, plant & equipment		(401, 023)	(131, 455)	(344,763)	(131, 455)
Payments for investments				2
Proceeds of sale of investments		75,090	12,616		12,616
Proceeds from sale of tenements		75,000		75,000
Payments for exploration & development		(2,825,618)	(1, 566, 444)	(2,898,415)	(1, 566, 444)
Loans		450,000	550,000	450,000	550,000
Loans with subsidiary companies				79,815
Repayment of loan from related party			(300,000)		(300,000)
Payments of security deposits		(80, 412)	(27, 142)	(80, 412)	(27, 142)
Net Cash Flow (Used in)/Provided by Investing Activities		(2,706,963)	(1,316,129)	(2,717,407)	(1,316,129)
Cash Flow from Financing Activities
Proceeds from issue of shares		2,537,500	762,500	2,537,500	762,500
Payments for issue of shares		(48,550)	(39, 553)	(48,550)	(39, 553)
Proceeds from issue of debt securities		2,362,500	2,914,000	2,362,500	2,914,000
Payments for issue of debt securities		(41, 245)	(143, 568)	(41, 245)	(143, 568)
Repayment of hp/finance lease principal		(33, 192)	(109, 984)	(33, 192)	(109, 984)
Net Cash Flow from Financing Activities		4,777,014	3,383,395	4,777,014	3,383,395
Net increase (decrease) in cash held		448,293	242,130	448,461	242,160
Cash at the beginning of the financial year		676,005	433,875	675,834	433,674
Cash at the end of the financial year	22	1,124,298	676,005	1,124,295	675,834

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial report is a general purpose financial report which has been drawn up in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and Corporations Act 2001. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with.

The financial statements have been prepared in accordance with the historical cost convention.

The accounting policies adopted are consistent with those of the previous year.

Principles of consolidation

The consolidated accounts are those of the consolidated entity, comprising Renison Consolidated Mines NL (the parent entity) and all entities which Renison Consolidated Mines NL controlled from time to time during the year and at balance date.

Information from the financial statements of subsidiaries is included from the date the parent company obtains control until such time as the control ceases. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent company has control.

The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.

Comparatives

Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.

Foreign Currencies

Transactions in foreign currencies of entities within the consolidated entity are converted to local currency at the rate of exchange ruling at the date of the transaction.

Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year.

Cash

Cash on hand and in banks and short-term deposits are stated at nominal value.

For the purpose of the Statement of Cash Flows, cash includes cash on hand and in banks and money market investments which are readily convertible to cash within two working days. Bank overdrafts are carried at the principal amount. Interest is recognised as an expense as it accrues.

Receivables

Trade and other receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred.

Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis.

Investments

All non-current investments are carried at the lower of cost and recoverable amount.

Investments are brought to account at cost. The carrying amount of investments is reviewed annually by directors to ensure they are not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the shares' current market value or the underlying net assets in the particular entities.

Inventories

Inventories are valued at the lower of cost and net realisable value. Gold on Carbon is valued at the spot gold price at the end of the financial year.

Recoverable Amount

Non-current assets are not carried at an amount above their recoverable amount, and where carrying values exceed this recoverable amount assets are written down. In determining recoverable amount the expected net cash flows have been discounted to their present value.

Property, Plant and Equipment

All property, plant and equipment is measured at cost less accumulated depreciation, where depreciation is calculated on a straight line basis over the estimated useful lives for the period the assets are put to productive use.

Major depreciation periods are

- Mine Site Buildings	$7-8$ years
- Mining infrastructure	$7-8$ years
- Mining plant and equipment	7-8 years
- Motor vehicles	5-6 years
- Office and computer equipment	3-8 years

Leases

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

Operating leases

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

Finance leases

Leases which effectively transfer substantially all of the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments. A lease liability of equal value is also recognised. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.

Exploration, evaluation, development and restoration costs

Costs Carried Forward

Costs arising from exploration and evaluation activities are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. Costs carried forward in respect of an area of interest that is abandoned are written off in the year in which the decision to abandon is made.

Amortisation

Costs on productive areas are amortised over the life of the resource to which such costs relate when in production.

Restoration Costs

Restoration costs that are expected to be incurred are provided for as part of the cost of the exploration, evaluation, development, construction and production phases that give rise to the need for restoration. Accordingly, these costs are recognised gradually over the life of the facility as these phases occur. The costs include obligations relating to reclamation, waste site closure, plant closure, platform removal and other costs associated with the restoration of the site. These estimates are current costs and have not been discounted to their present value. Any changes in the estimates are adjusted on a retrospective basis. In determining the restoration obligations, the entity has assumed no significant changes will occur in the relevant Federal and State legislation in relation to restoration of such mines in the future.

Other Non-Current Assets

Expenditure carried forward

Significant items of carry forward expenditure having a benefit or relationship to more than one period are written off over the periods to which such expenditure relates. Costs in relation to the convertible notes issued are amortised over the period from issue of the notes until the redemption date of the notes.

Payables

Liabilities for trade creditors and other services and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

Interest Bearing Liabilities

All borrowings are measured at the principal amount. Interest is charged as an expense as it accrues.

Finance lease and hire purchase liability is determined in accordance with the requirements of AASB 1008 'Leases'.

Convertible notes are recognised as liabilities in the Statement of Financial Position.

Provisions

Provisions are recognised when the consolidated entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

Contributed Equity

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

Revenue Recognition

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

Sale of minerals: Revenue from the sale of minerals is accrued upon confirmation from the mint of the quantity of gold and silver refined at the mint.

Rendering of services: Where the contract outcome can be reliably measured, control of the right to be compensated for the services and the stage of completion can be reliably measured.

Interest: Revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Taxes

Income taxes

Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses and timing differences is not carried forward as an asset unless the benefit is virtually certain of being realised.

Goods and Services Tax (GST)

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

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the 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 are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Tax Consolidation Legislation

Renison Consolidated Mines NL and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation Regime. Renison Consolidated Mines NL is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidation group. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the consolidated group.

Employee Benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, sick leave and long service leave.

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

Employee benefit expenses and revenues arising in respect of wages and salaries, non-monetary benefits, annual leave, sick leave and other types of employee benefits are charged against profits on a net basis in their respective categories.

Derivative Financial Instruments

Gold Options

The consolidated entity may enter into gold sale options where it agrees to sell specified amounts of gold in the future at a predetermined rate. The objective is to match the sale with anticipated production from the gold mining operations. No derivative contracts were entered into during the year and at the end of the financial period there were no outstanding contracts.

Earnings/Loss per Share

Basic EPS is calculated as net profit attributable to members, adjusted to exclude 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 EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share 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.

		Consolidated			Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
2. REVENUE FROM ORDINARY ACTIVITIES
Revenues from operating activities
Revenue from sale of minerals		274,706	1,516,768	274,706	1,516,768
Total revenues from operating activities		274,706	1,516,768	274,706	1,516,768
Revenues from non-operating activities
Interest - other persons/corporations		69,632	18,640	69,632	18,640
Rent			89,981		89,981
Other		85,848	47,889	85,848	47,889
Proceeds from disposal of plant and equipment			146,296		146,296
Proceeds from sale of financial assets		75,090	12,616		12,616
Proceeds from sale of exploration interests		2,206,789	$\tilde{}$	2,206,789
Total revenues from non-operating activities		2,437,789	315,422	2,362,269	315,422
Total revenues from ordinary activities		2,712,065	1,832,190	2,636,975	1,832,190
3. EXPENSES AND LOSSES/(GAINS) (a) Expenses
Cost of sales mining operations		256,605	2,107,998	256,605	2,107,998
Depreciation of non-current assets
- Buildings		21,216	21,216	21,216	21,216
- Plant and equipment		107,135	102,357	107,135	102,357
- Plant and equipment under lease		30,527	20,101	30,527	20,101
- Motor vehicles		17,721	29,650	17,721	29,650
- Office and computer equipment		16,424	32,096	16,424	32,096
Total depreciation of non-current assets		193,023	205,420	193,023	205,420
Amortisation of non-current assets
- Borrowing costs		119,817	18,560	119,817	18,560
Total depreciation and amortisation expenses		312,840	223,980	312,840	223,980
Borrowing costs expensed
- finance lease and hire purchase interest		13,130	9,390	9,390	9,390
- convertible notes		408,593	296,398	408,593	296,398
- director related entity	28		4,508		4,508
- other		98,107	2,096	98,107	2,096
Total borrowing costs expensed		519,830	312,392	519,830	312,392
Bad and doubtful debts - subsidiary company	29				236,522
Operating lease rental payments		75,608	114,107	75,608	114,107
(b) Losses/(Gains)
Net loss on the disposal of plant & equipment			93,361		93,361
Net loss/(gain) on disposal of financial assets		(722)	(2,615)		(2,615)
Net loss/(gain) on disposal of exploration assets		(2,163,955)		(2,163,955)

		Consolidated	Parent Entity
	2005	2004	2005	2004
Note

4. INCOME TAX

No income tax is payable in respect of the reporting entity's results for the year. The directors estimate that the unbooked future income tax benefit at 30 June 2005, in respect of tax losses not brought to account is \$7,539,452 $(2004: $6,842,548).$

These benefits will only be obtained if:

• (i) The reporting entity derives further assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised;
• (ii) The reporting entity continues to comply with the conditions for deductibility imposed by the law; and
• (iii) No changes in the legislation adversely affect the reporting entity in realising the benefit from the deduction for the loss.

5. RECEIVABLES (CURRENT)

Other debtors Amounts other than trade debts receivable from		125.636	78.783	102.687	78.783
related parties:
- Controlled entities	29	HALL	$\bf{u}$	(1.926)	77.259
		125.636	78.783	100.761	156.042.

Terms and conditions relating to the above financial instruments:

(i) Trade debtors are non interest bearing and generally on 30 day terms

(ii) Other debtors are non interest bearing and have repayment terms of between 30 and 90 days

6. INVENTORIES (CURRENT)

Finished goods - Gold in circuit		94.252	$\overline{\phantom{a}}$	94.252
Finished goods - Gold at mint	54.929		54.929.
	54.929	94.252	54.929	94.252

7. FINANCIAL ASSETS (CURRENT)

Investments at recoverable amount comprise
Listed shares	20.353	20.353	20.176	20.176
Unlisted shares		74.367	$\overline{\phantom{a}}$
	20.353	94.720	20.176	20.176

Listed shares are readily saleable with no fixed terms. There would be no capital gains tax payable if these assets were sold at their market values at the reporting date.

		Consolidated		Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
8. OTHER CURRENT ASSETS
Borrowing costs			23,210		23,210
Accumulated amortisation		A	(2,579)		(2,579)
		w.	20,631	w	20,631
Prepayments		78,214	28,718	78,214	28,718
		78,214	49,349	78,214	49,349
9. RECEIVABLES (NON-CURRENT) Other receivables		380,354	324,541	380,354	324,541
Other receivables are security bonds in relation to leases and tenements held and term deposits lodged as security in relation to guarantees provided for tenements held.
10. OTHER FINANCIAL ASSETS (NON- CURRENT )
Investments at cost comprise
Shares - listed		2,106,789		2,106,789
Controlled entities - unlisted					$\overline{2}$
		2,106.789	a.	2,106,793	$\overline{2}$

Quoted market value at balance date of investments listed on a stock exchange Shares 2,663,486 2,663,486 į,

The listed shares at cost is the following material investment:

Northern Energy Corporation Ltd (NEC): NEC is a coal exploration company with interests in coal tenements in Queensland and New South Wales. Renison hold a 19.67% ownership interest in NEC. The shares held are subject to an escrow period that ends on 17/2/07 in accordance with the listing rules of the Australian Stock Exchange. The carrying amount of this investment at 30 June 2005 is \$2,106,789.

11. INTERESTS IN SUBSIDIARIES

	Percentage of equity interest held by consolidated entity	Investment
All companies are incorporated in Australia	2005 $\%$	2004 $\frac{0}{2}$	2005	2004
Tom's Gully Holdings Pty Ltd	100
Tom's Gully Mining Pty Ltd	100	100
ACN 099 916 373 Pty Ltd # Renison Coal Pty Ltd	100 100	100 100
Agate Creek Holdings Pty Ltd	100	$\tilde{\phantom{a}}$

- investment held by Tom's Gully Mining Pty Ltd

			Consolidated	Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
12. PROPERTY, PLANT AND EQUIPMENT
Buildings
- At cost		191,475	191,475	191,475	191,475
- Accumulated depreciation		(150, 274)	(129, 057)	(150, 274)	(129, 057)
		41,200	62,418	41,200	62,418
Mining plant & equipment
- At cost		5,822,371	5,593,440	5,747,369	5,593,440
- Accumulated depreciation		(780, 873)	(774, 775)	(780, 873)	(774, 775)
		5,041,498	4,818,665	4,966,496	4,818,665
Mining infrastructure
- At cost		1,104,204	801,875	1,104,204	801,875
- Accumulated depreciation		(612, 243)	(511, 206)	(612, 243)	(511,206)
Motor Vehicles		491.961	290,669	491,961	290,669
- At cost		155,846	132,549	155,846	132,549
- Accumulated depreciation		(53, 199)	(35, 478)	(53, 199)	(35, 478)
		102,647	97,071	102,647	97,071
Plant & equipment under lease
- At cost		122,107	122,107	122,107	122,107
- Accumulated amortisation		(50,628)	(20, 101)	(50, 628)	(20, 101)
		71.479	102,006	71,479	102,006
Office & computer equipment
- At cost		166,620	127,894	166,620	127,894
- Accumulated depreciation		(114, 145)	(97, 722)	(114, 145)	(97, 722)
		52,475	30,172	52,475	30,172
Total Property, Plant & Equipment
- At cost		7,562,623	6,969,340	7,487,621	6,969,340
- Accumulated depreciation		(1,761,362)	(1, 568, 339)	(1,761,362)	(1,568,339)
		5,801,261	5,401,001	5,726,259	5,401,001

The directors have determined that fair value of buildings is represented by book value at 30 June 2005.

Reconciliations

Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the financial year.

Buildings
- Carrying amount at beginning	62.418	62.418
- Depreciation	(21,218)	(21,218)
	41,200	41,200
Mining plant & equipment
- Carrying amount at beginning	4,818,665	4,818,665
- Additions	228,931	153,929
- Depreciation	(6,098)	(6.098)
	5,041,498	4,966,496
Mining infrastructure
- Carrying amount at beginning	290,669	290,669
- Additions	302,329	302.329
- Depreciation	$\langle 101.037\rangle$	(101, 037)
	491.961	491.961

		Consolidated		Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
Motor Vehicles
- Carrying amount at beginning		97,071		97,071
- Additions		23,297		23,297
- Depreciation		(17, 721)		(17, 721)
		102,647		102,647
Plant & equipment under lease
- Carrying amount at beginning		102,006		102,006
- Depreciation		(30,527)		(30, 527)
		71,479		71,479
Office & computer equipment
- Carrying amount at beginning		30,172		30,172
- Additions		38,726		38,726
- Depreciation		(16, 424)		(16, 424)
		52,475		52,475
13. DEFERRED EXPLORATION AND DEVELOPMENT COSTS
Exploration and development costs carried forward in respect of areas of interest
Areas of production
- At cost, less amounts written off - Accumulated amortisation		3,849,082	3,849,082	3,849,082	3,849,082
		(3,065,204) 783,878	(3,065,204) 783,878	(3,065,204) 783,878	(3,065,204) 783,878
Areas not in production
- Development phase		4,252,065	2,891,466	4,252,065	2,891,466
- Exploration phase		1,896,142	742,946	1,896,142	742,946
		6,148,207	3,634,412	6,148,207	3,634,412
		6,932,085	4,418,290	6,932,085	4,418,290

Ultimate recoupment of these costs is dependent on a successful development and commercial exploitation or alternatively a sale of the respective areas of interest.

14. OTHER NON CURRENT ASSETS

Borrowing costs	205,228	59.928	205,228	59.928
Less accumulated amortisation	106.421)	(15.981)	(106.421)	15.981'
	98.806	43.947	98.806	43,947

		Consolidated		Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
15. PAYABLES (CURRENT)
Trade creditors		670,284	890,353	503,851	890,353
Other creditors		310,717	236.619	310.717	236,619
		981,001	1.126.972	814,568	1,126,972
Included in the above are aggregate amounts payable to the following related parties
Directors and director related entities	28	62,883	36.399	62.883	36,399

Terms and conditions relating to the above financial instruments

(i) Trade creditors are unsecured, non-interest bearing and are normally settled on 30 day terms

(ii) Other creditors are unsecured, non interest bearing

(iii) Details of the terms and conditions of related party payables are set out in note 28

16. INTEREST BEARING LIABILITIES (CURRENT)

Lease and hire purchase liability	36,107	33.178	36.107	33.178
Unsecured loan - other loans	1.000.000	550.000	1.000.000	550.000
Convertible notes	$\overline{\phantom{a}}$	901.000	$\blacksquare$	901,000
	1.036.107	1.484.178	1.036.107	1.484.178

Secured Liability:

The lease and hire purchase liabilities are secured by charges over the assets subject to the liability.

The terms and conditions of the other loan:

• The loan was converted into Renison March 2007 convertible notes at an issue price of \$2.50 per note in September $\omega$ 2005.
• Interest Rate: 10% L.

The terms and conditions of the convertible notes were:

• Maturity & Redemption and Conversion: Redemption for full face value on 28 February 2005. The company elected at the redemption date to convert the outstanding notes into ordinary shares at 90% of the volume weighted average share price of the shares for the 10 trading days prior to redemption date.
• L. Interest Rate: 10%

17. PROVISIONS (CURRENT)

Employee benefits	57.002	.018	57.002	.018

		Consolidated		Parent Entity
		2005	2004	2005	2004
	Note	\$	\$	\$	S
18. INTEREST BEARING LIABILITIES (NON-CURRENT)
Lease and hire purchase liability		130,567	166,687	130,567	166,687
Convertible notes		3,736.399	2,782,852	3,736,399	2,782,852
		3,866,966	2,949,539	3,866,966	2,949,539

Secured liability: The lease and hire purchase liabilities are secured by charges over the assets subject to the liability Convertible Notes: The terms and conditions of the convertible notes are:

• Conversion, Maturity & Redemption: Convertible at any time until 31 March 2007 at holder's election. Each \$1 note converts into 20 ordinary shares. Redemption for full face value on 31 March 2007.
• Interest Rate: 10% base yield with AS gold price linked yield enhancer. Interest rate increases by 1.0% for each A\$50/oz the average gold price exceeds A\$550/oz (pro rata) during each interest period.

19. PROVISIONS (NON-CURRENT)

Restoration	നവ 40 C $\cdots$ ิบา	.000 4ስΩ	000 4በቦ	,000 4 A f

A provision for restoration is recognised in relation to the mining activities for costs such as reclamation, waste site closure, plant removal and other costs associated with the restoration of a mining site. Estimates of the restoration obligations are based on anticipated technology and legal requirements which have been estimated at current values. In determining the restoration provision, the entity has assumed no significant changes will occur in the relevant Federal and State legislation in relation to restoration of such mines in the future.

20. CONTRIBUTED EQUITY

(a) Issued and paid up capital
Ordinary shares fully paid	27,271,346	23,627,072	27,271,346	23,627,072
Ordinary shares partly paid	6,712,267	5,235,817	6,712,267	5,235,817
	33,983,613	28,862,889	33,983,613	28,862,889
(b) Movements in shares on issue	2005		2004
	Nos of		Nos of
	shares	\$	shares	\$
Ordinary shares fully paid
Beginning of the financial year	233,112,458	23,627,072	221,444,930	23,008,608
Increases
- purchase of interest in Agate Creek			1,700,000	113,900
- purchase of interest in Eidsvold			135,000	9,450
- purchase of interest in EL 22068			269,315	16,954
- conversion of convertible notes	11,576,392	1,131,474	9,563,213	478,160
- placement of shares	7,500,000	1,012,500
- premium on issue of convertible notes		1,519,800
- costs of convertible notes issued		(19,500)
	252,188,850	27,271,346	233, 112, 458	23,627,072
Ordinary shares partly paid
Beginning of the financial year	152,500,000	5,235,817	152,500,000	4,512,870
- Call payment		1,525,500		762,500

152,500,000

$(48, 550)$

6,712,267

152,500,000

$(39, 553)$

5,235,817

		Consolidated	Parent Entity
	2005	2004	2005	2004
Note		\$

(c) Share Options

During the financial year a total of 6,000,000 share options vested with executive directors, employees and consultants. The options have an exercise price of 15 cents and expire on 30/6/07. At balance date all of these options were outstanding. The March 2007 convertible notes on issue can be also be converted into ordinary shares at the rate of 20 ordinary shares for each \$1 Note held.

(d) Terms and conditions of contributed equity

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on share held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.

Partly paid shares

The company has on issue partly paid shares which at balance date were paid up to 4.5 cents each with 20.5 cents to pay. The partly paid shares have on a pro rata basis the same rights as held by ordinary share holders. Call payments are due as follows – 1 cent on each of $31/1/06$ , $31/1/07$ , $31/1/08$ and $17.5$ cents on $31/1/09$ .

21. ACCUMULATED LOSSES

Balance at the beginning of the year	(23,673,708)	(21, 358, 843)	(23,671,162)	(21, 119, 805)
Net profit/(loss) attributable to members of Renison Consolidated Mines NL	71,744	(2,314,865)	135,578	(2, 551, 357)
Balance at end of year	(23,601,965)	(23, 673, 708)	(23, 535, 584)	(23, 671, 162)
22. STATEMENT OF CASH FLOWS
Reconciliation of the operating /(loss) after tax
to the net cash flows from operations
Profit/(Loss) from ordinary activities after tax	71,744	(2,314,865)	135,578	(2,551,357)
Add (less) non-cash items
Provision for receivables				236,522
Provision for employee entitlements	25,984	8.632	25,984	8,632
Depreciation	193,024	205,421	193,024	205,421
Amortisation	119,817	18,560	119,817	18,560
Interest Reinvestment Plan	209,021	111,013	209,021	111,013
(Profit)/Loss on sale of tenements	(2,163,955)		(2,163,955)
(Profit)/Loss on sale of investments	(723)	(2,615)		(2,615)
(Profit)/Loss on sale of plant & equipment		93,361		93,361
Changes in assets & liabilities during the year
(Increase)/decrease in receivables	(46, 853)	(1,507)	(23,904)	(1,507)
(Increase)/decrease in inventory	39,323	(94,252)	39,323	(94, 252)
(Increase)/decrease in prepayments	(49, 496)	22,727	(49, 496)	22,727
(Decrease)/increase in creditors	(167, 670)	42,500	(244, 568)	42,500
(Decrease)/increase in accruals	148,028	85,890	148,028	85,890
	(1,621,757)	(1,825,136)	(1,611,145)	(1,825,106)
Reconciliation of cash - Cash at bank	1,124,298	676,005	1,124,295	675,834

		Consolidated		Parent Entity
	2005	2004	2005	2004
Note

Non cash financing and investing activities

Conversion of Convertible Notes

During the financial year a total of 9,270,050 - \$1,019,706 of February 2005 and 108,993 - \$108,993 (2004: 477,065 -\$477,065) March 2007 Convertible Notes were converted into fully paid ordinary shares in Renison.

Sale of Interest in Tenements

During the year a 50% interest in the Ashford Coal Project was sold to Northern Energy Corporation Ltd. Part of the consideration for the sale was the issue of shares in Northern Energy Corporation Ltd valued at \$2,106,789 to Renison.

23. EXPENDITURE COMMITMENTS

Lease expenditure commitments
(i) Operating leases
Minimum lease payments
- payable within one year		63,739	37,215	63.739	37,215
- payable between one and five years		107,702	108.800	107.702	108,800
Total contracted at balance date		171,441	146,015	171,441	146,015
(ii) Finance lease and hire purchase contracts
- payable within one year		46,309	46,309	46.309	46,309
- payable between one and five years		142,468	188,777	142.468	188,777
- total minimum payments		188,777	235,086	188,777	235,086
- future finance charges		(22, 103)	(35,221)	(22, 103)	(35, 221)
- hire purchase and lease liability		166,674	199,865	166,674	199,865
- current liability	17	36,107	33,178	36,107	33,178
- non-current liability	19	130,567	166,687	130,567	166,687
		166,674	199,865	166,674	199,865

24. EMPLOYEE BENEFITS

The aggregate employee benefit liability is comprised of:

Accrued wages, salaries and on costs	95.919	71.432	95.919	71.432
Provisions (current)	57,002	31.018	57.002	31.018
	152.921	102,450	152.921	102,450

		Consolidated		Parent Entity
	2005	2004	2005	2004
Note

Equity based instruments

The company has granted options over ordinary shares to directors, employees and consultants as part of their remuneration packages. The options were granted for nil consideration and are not quoted on the ASX. Information with respect to the number of options granted is as follows:

	2005		2004
	Nos of options	Weighted average exercise price	Nos of options	Weighted average exercise price
Balance at beginning of year	20,000,000	$15$ cents	18,000.000	15 cents
- granted	w		2,000,000	$12.5$ cents
Balance at end of year	20,000,000	$14.75$ cents	20,000,000	$14.75$ cents
Exercisable at end of year	14,000,000	$13.6$ cents	7.500.000	$12.5$ cents

Options held at the beginning of the reporting period:

The following table summarises information about staff and consultant options outstanding as at 1 July 2004

Number of options	Grant date	Vesting date	Expiry date	Weighted average exercise price
6,000,000	29/8/02	1/7/03	30/6/07	12.5 cents
6,000,000	29/8/02	1/7/04	30/6/07	15 cents
6.000,000	29/8/02	1/7/05	30/6/07	17.5 cents
000,000,	19/12/03	19/12/03	30/6/07	$12.5$ cents
500,000	19/12/03	19/6/04.	30/6/07	$12.5$ cents
500,000	19/12/03	19/12/04	30/6/07	$12.5$ cents

Options granted during the reporting period

There were no options granted during the year.

Options exercised

There were no options exercised during the year.

Options held at the end of the reporting period:

The following table summarises information about staff and consultant options outstanding as at 30 June 2005

Number of options	Grant date	Vesting date	Expiry date	Weighted average exercise price
6.000.000	29/8/02	1/7/03	30/6/07	$12.5$ cents
6.000.000	29/8/02	1/7/04	30/6/07	15 cents
6.000.000	29/8/02	1/7/05	30/6/07	17.5 cents
$1.000.000$ .	19/12/03	19/12/03	30/6/07	$12.5$ cents
500,000	19/12/03	19/6/04	30/6/07	$12.5$ cents
500,000	19/12/03	19/12/04	30/6/07	$12.5$ cents

25. CONTINGENT LIABILITIES

The company has arranged for the issue of bank indemnity guarantees for \$215,000 in respect of bonds required by government departments in relation to tenements held.

			Consolidated	Parent Entity
	Note	2005 \$	2004 \$	2005 \$	2004 s,
26. EARNINGS PER SHARE				Consolidated 2005 S	2004 S
The following reflects the income and share data used in the calculations of basic and diluted earnings per share: Net Profit/(Loss) Adjustments				71,744	(2,314,865)
Earnings used in calculating basic and diluted earnings per share				71,744	(2,314,865)
				Number	Number
Weighted average number of ordinary shares on issue used in the calculation of basic earning per share Effect of dilutive securities				264,931,211	246,021,253
Adjusted weighted average number of ordinary shares used in calculating dilutive earnings per share				264.931.211	246.021.253

The following potential ordinary shares are not dilutive as at 30 June 2005 and therefore are not included in the determination of diluted earnings per share.

$-8,000,000$ 12.5 cent options expiring 30/6/07

$-6,000,000$ 15 cent options expiring 30/6/07

• 6,000,000 17.5 cent options expiring 30/6/07

• 3,736,399 March 2007 convertible notes

Conversions, calls, subscriptions or issues after 30 June 2005

Since the end of the financial year the following additional securities have been issued

• 23,144,940 ordinary shares have been issued following the conversion of March 2007 convertible notes

• 3,000,000 ordinary shares have been issued following the exercise of executive options

• 1,000,000 unlisted 30 June 2007 12.5 cent options have been issued to a consultant to the company.

• 27,272,727 ordinary shares were issued at a price of \$0.22 per share

• 8,000,000 ordinary shares were issued at a price of \$0.125 per share

27. AUDITORS REMUNERATION

Amounts Received or Due and Receivable by the Auditors for:
- audit and review of financial reports	12.900	12.000	12.900	12.000
- other services	17.212	-300	17.212	1.300-
	30.112	13.300	30.112	13.300-

28. DIRECTOR and EXECUTIVE DISCLOSURES

Information about the remuneration of Directors and Executives which is currently required under Section 300A of the Corporations Act and under Accounting Standard AASB 1046 "Directors and Executives Disclosures by Disclosing Entities" is included in the Remuneration Report within the Director's Report. The Company has taken the relief provided by Corporations Amendments Regulations 2005 (No. 4) released on 5 July 2005.

Option holdings of specified directors and specified executives

	Balance at beginning of period	Granted as Remuner- ation	Options Exercised	Balance at end of period		Vested at 30 June 2005
	1/7/04			30/6/05	Total	Not exercisable	Exercisable
Directors
SG Bizzell	6,000,000	$\overline{\phantom{a}}$	٠	6,000,000		۰	4,000,000
RP Seville	12,000,000	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	12,000,000	8.000.000	$\overline{\phantom{a}}$	8,000,000
Executives
C Creagh	500,000	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	500,000	500,000	$\overline{\phantom{a}}$	500,000
P Marshall	250,000		$\overline{\phantom{a}}$	250,000	250.000	$\overline{\phantom{a}}$	250.000
Total	18,750,000.		٠	18,750,000	12,750,000		12,750,000

Security holdings of specified directors and executives

All equity transactions with specified directors and specified executives other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm's length. On market, public offering transactions and interest reinvestment issues of Convertible Notes are included within Net Change Other in the table below:

	Balance 1/7/04	Granted as Remuneration	On Exercise of Options/Notes	Net Change Other	Balance 30/6/05
Ordinary Shares
Directors
RS Anthon	500,000				500,000
SG Bizzell	13,214,323				13,214,323
CD Rawlings	2,148,576				2,148,576
RP Seville	9,972,720				9,972,720
Executives
C Creagh	15,000				15,000
P Marshall	1,000,000				1,000,000
S Slesarewich				107,000	107,000
Total	26,850,619	$\theta$	$\theta$	107,000	26,957,619
Parily Paid Shares Directors
RS Anthon	3,500,000				3,500,000
SG Bizzell	6,658,970				6,658,970
RP Seville	4,000,000				4,000,000
Total	14,158,970	0	$\theta$	$\theta$	14,158,970
Convertible Notes Directors
SG Bizzell	202,956			21,395	224,351
CD Rawlings	11,382			1,201	12,583
RP Seville	54,255			5,725	59,980
Executives
C Creagh	840		٠	88	928
P Marshall	33,111	$\overline{\phantom{a}}$	$\sim$	3,494	36,605
Total	302,544	0	0	31,903	334,447

Loans with specified directors and specified executives.

Bizzell Nominees Pty Ltd a company associated with Mr S Bizzell had provided a loan facility to the company that was fully repaid by the company in the 2004 financial year. At the beginning of the 2004 financial year \$300,000 was outstanding. At the end of the 2004 financial year \$nil was outstanding. The highest balance owing in the 2004 period was \$300,000. Interest was payable on the outstanding balances at a rate of 8% per annum. A total of \$4,442 of interest on the funds advanced was paid by the company during the 2004 year.

Other transactions and balances with specified directors and executives and amounts recognised at the reporting date in relation to other transactions

Purchases

Mr R S Anthon is a partner in the firm of Hemming & Hart, Solicitors. Hemming & Hart were paid \$58,460 (2004: \$30,096) for the provision of legal services to the company during the year. At balance date \$28,596 (2004: \$3,064) was an outstanding trade creditor payable. The services were based on normal commercial terms and conditions.

29. RELATED PARTY DISCLOSURES

Ultimate parent

Renison Consolidated Mines NL is the ultimate parent entity

Wholly-owned group

Renison Consolidated Mines NL has the following balances on interest free loans with:

• $\bullet$ Tom's Gully Mining Pty Ltd - at balance date \$(63,811) (2004: \$2,000) was outstanding
• Tom's Gully Holdings Pty Ltd at balance date \$61,885 was outstanding $\bullet$
• A.C.N. 099 916 373 Pty Ltd, at balance date \$nil (2004; \$75,259) was outstanding. A provision of \$236,552 ٠ was made at 30 June 2004 to write down a loan from Renison to A.C.N. 099 916 373 Pty Ltd to its recoverable amount.

Other

Renison Consolidated Mines NL supplied geological services, administrative services and also rented office space to Northern Energy Corporation Ltd a company in which Renison acquired a 19.67% interest and in which Dr CD Rawlings and Mr RP Seville were appointed directors in February 2005. The charges are based on normal commercial terms and conditions. Total services invoiced to Northern Energy Corporation Ltd in the 2005 year was \$78,525.

30. SEGMENT INFORMATION

Segment products and locations

The entity operates solely in the mining and exploration segments. The mining segment has operational and exploration activities in the Northern Territory, Queensland and New South Wales. Geographically the group operates only within Australia.

Segment accounting policies

Segment accounting policies are the same as the consolidated entity's policies described in note 1.

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

31. FINANCIAL INSTRUMENTS

Notes to the financial statements for the year ended 30 June 2005

Interest rate risk

The consolidated entity's exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at the balance date, are as follows:

Financial Instruments	Floating Interest Rate			Fixed interest rate maturing in:							Total carrying amount as per the statement of financial position		Weighted average effective interest rate
			1 year or less		Over 1 to 5 years			More than 5 years
	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004
													₩	%
Financial assets
Cash	703,070	670.255	400.107					$\sim$	21,121	5,750	1.124.298	676.005	5.04	4.56
Receivables							-	$\overline{\phantom{0}}$	125,636	78,783	125,636	78,783	N/A	N/A
Listed shares (current)		$\overline{\phantom{a}}$						$\overline{a}$	20,353	20,353	20,353	20,353	N/A	N/A
Listed shares (non current)									2,106,793		2.106.793		N/A	N/A
Unlisted shares								$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	74,367	$\overline{\phantom{0}}$	74,367	N/A	$N/\Lambda$
Non current receivables			236,386	225,689				$\sim$	143,968	98,852	380,354	324,541	1.88	2.20
Total Financial Assets	703,070	670,255	625,796	225,689				$\sim$	2,417,871	278.105	3,757,434	1.174.049

Financial Instruments	Floating Interest Rate			Fixed interest rate maturing in:					Non-interest bearing		Total carrying amount as per the statement of financial position		Weighted average effective interest rate
				1 vear or less	Over 1 to 5 years		More than 5 years
	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004	2005	2004
													₩	%
Financial liabilities
Trade creditors/accruals									981,001	1.126.972	981,001	1.126.972	N/A	N/A
Loans			000,000.	550,000	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$				$\overline{\phantom{a}}$	1,000,000	550,000	10.0	10.0
Convertible Notes			$\sim$	900,100	3,736,399	2,782,852		$\overline{\phantom{0}}$			3,736,399	3,683,852	10.0	10.0
Financed liabilities			36,107	33.179	130.567	166,687				$\overline{\phantom{a}}$	166,674	199,866	8.63	8.63
Total Financial Liabilities			1,036,107	1.483,279	3,866,966	2.949.539			981,001	1,126,972	5,884,074	5,560,690
$N/A$ – not applicable for non-interest bearing instruments.

Net fair values

All financial assets and liabilities have been recognised at the balance date at their net fair values except for listed securities which are carried at cost. The following methods and assumptions are used to determine the net fair values of financial assets and liabilities:

Recognised financial instruments

Cash and term deposits: For cash the carrying amount approximates fair value. For term deposits the carrying amount approximates fair value because of their short term to maturity. Interest accrued to balance date is included in receivables.

Trade receivables and payables: The carrying amount approximates fair value.

Convertible notes: For convertible notes the carrying amount is the face value which approximates fair value as it is the amount repayable by the company upon maturity. Interest accrued to balance date is included in payables.

Listed shares: For financial instruments traded in organised financial markets, fair value is the current market bid price for the asset, adjusted for transaction costs necessary to realise the asset. The values of the shares held are reviewed by the board at balance date. Where it is considered necessary a provision will be made to write down the carrying values of individual investments.

Unlisted shares: For investments where there is no quoted market price, a reasonable estimate of the fair value is determined by reference to the net asset value of the company.

Credit risk exposures

The consolidated entity's maximum exposures to credit risk at balance date in relation to each class of recognised financial asset is the carrying amount of those assets as indicated in the balance sheet. The maximum credit risk exposure does not take into account the value of any collateral or other security held, in the event other parties fail to perform their obligations under the financial instruments in question. The company has no credit risk exposure in relation to derivative financial instruments or has no concentration of credit risk with any counterparty.

Derivative Financial Instruments

Derivative financial instruments may be used by the consolidated entity to sell specified amounts of gold in the future at stipulated rates. Credit risk exposure on derivative contracts is minimised as counterparties are recognised financial intermediaries with acceptable credit ratings as determined by a recognised rating agency. At balance date there were no open contracts.

32. SUBSEQUENT EVENTS

The Company received a final credit approved offer of finance from international investment bank, N.M. Rothschild and Sons (Australia) Limited (Rothschild) to provide Debt Finance and Hedging Facilities (Facilities) for Renison's Tom's Gully Gold Mine development in the Northern Territory. The debt facilities offered by Rothschild total \$7 million and involve a two tranche (total of \$5.5m) revolving credit facility, a \$1m cost overrun and working capital facility and a \$0.5m performance bond facility. Following the receipt of the offer the Board resolved to commence mining operations at Tom's Gully with the financing arrangements for the project having been determined.

The Company completed a placement of ordinary shares and options resulting in \$6 million being raised by the company before issue costs. The raising was undertaken by way of the issue to institutional and sophisticated investors of 27.3 million ordinary shares at an issue price of 22 cents per share and 13.6 million free attaching unlisted options to acquire ordinary shares at 25 cents per share exerciseable until 31 July 2006. The funds raised will be utilised in further exploration of the Agate Creek Gold Project, to fund further exploration of Renison's coal assets, to fund the feasibility studies into the expansion of the Tom's Gully Gold Mine and for general working capital purposes (including for the Tom's Gully mine).

The Company also completed the issue of 8,000,000 ordinary shares and 400,000 March 2007 \$1 convertible notes in accordance with a Placement Deed with PT Petrosea Tbk for PT Petrosea to make a \$2 million investment in Renison. PT Petrosea Tbk provided funding towards the completion of the feasibility studies at Renison's Tom's Gully project by providing a loan to the Company of \$1 million. Following the receipt of shareholder approval at the General Meeting held on 20 September 2005 PT Petrosea converted the loan into \$1 million worth of Renison \$1 convertible notes and also subscribed for an additional \$1 million worth of Renison ordinary shares to provide funding towards the underground mine development. Alliance Partner PT Petrosea Tbk, a subsidiary of one of Australia's largest multidisciplinary engineering, construction and operations and maintenance groups, Clough Ltd will be providing underground mining contracting and maintenance services at the Company's Tom's Gully gold mine in the Northern Territory.

33. IMPACT OF ADOPTING AUSTRALIAN EQUIVALENTS TO IFRS

Renison Consolidated Mines NL is in the process of transitioning its accounting policies and financial reporting from current Australian Accounting Standards (AGAAP) to Australian equivalents of International Financial Reporting Standards (AIFRS) which will be applicable for the financial year ended 30 June 2006. In 2005, the Company allocated internal resources to conduct impact assessments to identify key areas that would be impacted by the transition to AIFRS. Priority has been given to the preparation of an opening balance sheet in accordance with AIFRS as at 1 July 2004 the transition date to AIFRS. This will form the basis of accounting for AIFRS in the future, and is required when Renison prepares its first fully AIFRS compliant financial report for the year ended 30 June 2005.

Set out below are the key areas where accounting policies are expected to change on adoption of AIFRS and our best estimate of the quantitative impact of the changes on total equity as at the date of transition and 30 June 2005 and on net profit for the year ended 30 June 2005.

The figures disclosed are management's best estimates of the quantitative impact of changes as at the date of preparing the 30 June 2005 financial report. The actual effects of transition to AIFRS may differ from the estimates disclosed due to (a) ongoing work being undertaken by the Audit and Risk Management Committee; (b) potential amendments to AIFRSs and Interpretations thereof being issued by the standard-setters and IFRIC; and (c) emerging accepted practice in the interpretation and application of AIFRS and UIG Interpretations.

Reconciliation of equity as presented under AGAAP to that under AIFRS

No material impacts are expected to the equity presented under AGAAP on adoption of AIFRS.

Reconciliation of net profit under AGAAP to that under AIFRS

No material impacts are expected to the net profit presented under AGAAP on adoption of AIFRS.

Restated AIFRS Statement of Cash Flows for the period ended 30 June 2005

No material impacts are expected to the cashflows presented under AGAAP on adoption of AIFRS.

Further key differences

Further key differences in accounting policy that have arisen or may arise from the adoption of AIFRS are listed below:

Exploration Expenditure

Australian Standard AASB 6 - Exploration For and Evaluation of Mineral Resources was released in December 2004, and will apply to Renison for the half year ending 31 December 2005 and beyond. AASB 6 will generally allow Renison to treat exploration and evaluation expenditure in the same manner as that allowed in AASB 1022 -Accounting for the extractive industries, subject to any impairment testing requirements. A feasibility study has been carried out for the Tom's Gully mine and this indicates that no impairment is required. As Renison is still in the exploration and evaluation stage, it is not possible to reliably test the other areas of interest for impairment. Consequently there will be no change to the carrying value upon implementation of IFRS. Going forward the impact of IFRS has been considered and the main issues will be allocation of development costs, inventories and amortisation policies as Renison enters the production stage.

Property, Plant & Equipment

Under AASB 116 "Property Plant & Equipment" an impairment test is required when there is an indication that impairment exists by reference to internal and external market factors. Any item of property, plant and equipment which is impaired must be written down to its recoverable amount. The amount of the impairment write down for assets carried at cost will be expensed through the statement of financial performance. All Company assets of property plant and equipment assets are tested to ensure the carrying amount is less than the recoverable amount and write downs are made to reflect losses arising.

Impairment of Assets

Under the Australian equivalent to IAS 36 Impairment of Assets the recoverable amount of an asset is determined as the higher of net selling price and value in use. This will result in a change in the current accounting policy which determines the recoverable amount of an asset on the basis of future cash flows. Under the new policy it is likely that impairment of assets will be recognised sooner and that the amount of write downs will be greater. On the transition to IFRS there are no known impairment indicators.

Income Tax

AASB 112 "Income Tax" requires all income tax balances to be calculated using the comprehensive balance sheet liability method. Deferred tax items will be calculated by comparing the difference in carrying amounts to tax bases for all assets and liabilities and multiplying this by the tax rates expected to apply to the period when the asset is realised or the liability settled. Recognition of the resulting amounts are subject to some exceptions, but generally deferred tax balances must be calculated for each item in the statement of financial position. Deferred tax assets will only be recognised where there exists the probability that future taxable profit will be available to recognise the asset. The application of AASB 112 "Income Tax" will not at initial adoption result in any significant adjustment to either tax assets and liabilities or net profit.

Intangible Assets and Classification of Financial Assets

Borrowing costs of \$98,906 (2004: \$64,578) that have been capitalised as an asset would be offset against the interest bearing liabilities they relate to under the effective interest rate method in accordance with AASB 139.

Under AASB 139 Financial Instruments: Recognition and Measurement, financial instruments will be required to be classified into one of five categories which will in turn, determine the accounting treatment of the item. The classifications are loans and receivables - measured at amortised cost, held to maturity - measured at fair value with fair value changes taken to equity and non-trading liabilities – measured at amortised cost. This will result in a change to the current accounting policy that does not classify financial instruments. Renison holds shares in a listed company which under GAAP are measured at cost. Under IFRS they will be measured at fair value, the corresponding entry going to equity. For the year ending 30 June 2005 under IFRS this results in an increase to non current financial assets of \$556,697 with a corresponding increase to equity to reflect the market value of shares held in Northern Energy Corporation Ltd.

Share Based Payments

The entity may engage in the practice of allocating to its employees share options as part of their remuneration packages under the Directors and Executive Officers Option Plan or the Employee Share Option Plan. AASB 2 "Share Based Payments" require that these payments and also payments made to other counterparties in return for goods and services shall be measured at the more readily determinable fair value of the good/service or the fair values of the equity instrument. This standard is not limited to options and also extends to other forms of equity based remuneration. It applies to all share-based payments issued after 7 November 2002 which have not vested as at 1 January 2005. Under the new standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management's assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions. The directors have assessed the impact as immaterial.

Provision for Rehabilitation and Restoration

In accordance with Australian Standard AASB 137 – Provisions, Contingent Liabilities and Contingent Assets, the Company and Consolidated Entity will be required to fully provide, based on discounted future cash flows, for rehabilitation and restoration where there is a legal or constructive obligation and also a corresponding asset will be recognised. The Company and Consolidated Entity will be required to recognise the unwinding of the discount in relation to the provision applied directly as an interest expense. The directors have assessed the impact as immaterial.

DIRECTORS' DECLARATION

The directors of the company declare that:

• $\mathbf{1}$ . the financial statements and notes are in accordance with the Corporations Act 2001:
• comply with Accounting Standards and the Corporations Regulations 2001; and a)
• give a true and fair view of the financial position as at 30 June 2005 and of their performance for the year $b)$ ended on that date of the consolidated entity;
• $2.$ the Chief Executive Officer and Chief Financial Officer have each declared that:
• the financial records of the company for the financial year have been properly maintained in accordance with a} section 286 of the Corporations Act 2001;
• the financial statements and notes for the financial year comply with the Accounting Standards; and $b)$
• the financial statements and notes for the financial year give a true and fair view. $c)$
• 1. in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

RP Seville Director

Brisbane 30 September 2005

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

INDEPENDENT AUDIT REPORT

To the members of Renison Consolidated Mines NL.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Renison Consolidated Mines NL and the consolidated entity for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Disclosure of information about Director and Executive remuneration

In accordance with the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives ("remuneration disclosures"), as required by accounting Standard AASB 1046 Director and Executive Disclosures by Disclosing Entities, under the heading "remuneration report" on pages 15 to 17 of the director's report. The directors of the company are responsible for the information contained in the remuneration disclosures.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement and the remuneration disclosures comply with Accounting Standard AASB 1046 and the Corporations Regulations 2001. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows and whether the remuneration disclosures comply with Accounting Standard AASB 1046 and the Corporations Regulations 2001.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and remuneration disclosures, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

RENISON CONSOLIDATED MINES N L ANNUAL REPORT

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the financial report of Renison Consolidated Mines NL is in accordance with:

• $(a)$ the Corporations Act 2001, including:
• i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2005 and of their performance for the year ended on that date; and
• ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
• other mandatory professional reporting requirements in Australia. $(b)$
• $(c)$ The remuneration disclosures required by Accounting Standard AASB 1046, which are contained in the remuneration report on pages 15 to 17 of the directors' report, comply with that standard and the Corporations Regulations 2001.

PKF Brisbane Partnership Chartered Accountants

CG Bellamy Partner

Dated at Brisbane this 30^th day of September, 2005.