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Contents Corporate Directory

Company

SUPERIOR RESOURCES LIMITED ABN 72 112 844 407

Registered Office Level 2, 87 Wickham Terrace Spring Hill, Queensland, 4000

Principal Office Level 2, 87 Wickham Terrace Spring Hill, Queensland, 4000

Telephone: 07 3839 5099 Facsimile: 07 3832 5300 Email: [email protected]

Internet Address www.superiorresources.com.au

Postal Address PO Box 10288 Brisbane Adelaide Street, Queensland, 4000

Share Registry

LINK MARKET SERVICES LIMITED ANZ Building Level 19, 324 Queen Street Brisbane, Queensland, 4000

Postal Address Locked Bag A14 Sydney South, New South Wales, 1235

Telephone: 1300 554 474 or 02 8280 7454 Facsimile: 02 9287 0303 Email: [email protected]

Auditor

Hacketts DFK Level 3, 549 Queen Street Brisbane, Queensland, 4000

Telephone: 07 3839 9733 Facsimile: 07 3832 1407 Email: [email protected]

Solicitors

QUINERT RODDA & ASSOCIATES PTY LTD Level 19, 500 Collins Street Melbourne, Victoria, 3000

Telephone: 03 8676 0220 Facsimile: 03 8676 0275 Email: [email protected]

Directors

Lawrence James Litzow Kenneth James Harvey David John Horton

Corporate Secretary

Lawrence James Litzow

Stock Exchange

ASX LIMITED ASX Code: SPQ

Superior Resources Limited

Chairman's Review 2009

During the 2008 – 2009 year Superior continued its exploration program to realise its objective of finding a major base metal orebody in northwest Queensland. Exploration was principally directed to the Dajarra, Nicholson, Inca and Victor projects with drilling completed on the first three projects. Because Superior has funding for its exploration program in place it has been able to direct most of its attention to exploration during the year.

The results from the 2008 – 2009 year, as always with exploration, include some highs and some lows. The results from the Dajarra Project were in part disappointing but this relatively large prospective block of ground could still produce results as exploration continues. Similarly, at the Inca Project, the drilling of the Flora Prospect did not produce evidence of significant mineralisation. The focus in this project will now shift to the Buckley River area where the VTEM results show a number of anomalies which will be investigated.

In comparison to the Dajarra and Inca results the recent results from the Nicholson and Victor projects appear quite encouraging. The pyritic shale intersected in the three holes drilled at Walford South could indicate that a stratiform deposit exists in the area and the gravity anomaly from the recent gravity survey apparently provides high-quality targets for testing in 2010. Modelling of the gravity data needs to be completed before the final targets are determined. The target zone at Walford South is relatively deep but well within the depths commonly mined in today's world.

At the Victor Project the Kingfisher Copper Prospect shows considerable outcropping copper mineralisation which is positive for this prospect particularly considering the large amount of Cambrian cover in the area which may obscure other areas of copper mineralisation. While this prospect has good potential for small near surface copper deposits it is uncertain at this stage if the area has potential for the larger deposits for which Superior is searching. The gravity survey currently in progress should greatly assist in determining drilling targets for larger deposit in the area.

In addition to its project exploration program, Superior continues to evaluate available opportunities for major deposits. None of the opportunities investigated to date has been considered worthy of investment.

The coming year again promises to be an interesting one for Superior with drilling programs likely for the Walford South and Kingfisher Copper prospects and further exploration in other project areas investigating the potential for larger deposits.

I commend the following pages to you. Please read them fully so that you can be aware of the Company and Director's focus in progressing your company.

Lawrence James Litzow Chairman & Company Secretary

Corporate Review

COMPANY BACKGROUND

Superior Resources Limited (ASX code: SPQ) is a Brisbane based company exploring for large copper and lead-zinc-silver deposits in northwest Queensland, Australia.

Superior currently holds a total of 15 exploration permits and applications grouped into six key project 2 areas. At present these company tenements cover approximately 3,600 km of the highly prospective northwest Queensland minerals province.

The company has an active exploration program on these project areas and a very strong focus on northwest Queensland with most activity directed to the discovery of major base metal deposits of the Mount Isa style. Uranium, phosphate and diamonds are secondary targets for exploration.

CORPORATE PHILOSOPHY

Superior's aim is to increase shareholder value through the discovery of at least one large base metal deposit and it has developed a strategy to achieve this aim.

Mineral deposits occur in a range of sizes from local mineral occurrences to giant deposits. In today's world of ever increasing regulation and restrictions, Superior's Directors believe it is no longer viable for explorers to look for small to medium sized deposits unless these deposits have very high grades. Large deposits on the other hand usually have sufficient value to carry the costs of the increasing regulation and restrictions. Superior has therefore embarked on a search for a large mineral deposit and it has chosen the northwest Queensland area where a number of large mineral deposits are known and the potential is high for the discovery of further large deposits.

A search for large mineral deposits requires a somewhat different approach from that for small to medium sized deposits and Superior's has adopted an approach which the Directors believe is appropriate for such a search. This approach differs from the traditional approach of looking for surface indications of mineralisation and then testing this mineralisation to see if sufficient material is present at a sufficient grade to be economic. While this latter approach has been successful in the past and may continue to be successful in the future the deposits being found using this approach are getting smaller as this approach is only applicable to outcropping areas where often considerable exploration has previously been done. Superior uses a conceptual approach which identifies permissive environments where large mineral deposits are likely to occur and then explores these areas. Models, derived from the existing large mineral deposits, are an integral part of this approach.

Once a permissive environment is identified, Superior utilises advanced exploration methods (particularly geophysics) with modern computer modelling of results to produce targets for further testing. The geophysical methods employed to date include airborne electromagnetics (EM), downhole EM and gravity. Survey results are subjected to advanced computer modelling to produce three dimensional models which are integrated with Superior's other data including historical data.

Drilling is an important part of Superior's exploration programs and drill testing of targets is seen as an essential part of the exploration process. The search for large deposits using a conceptual approach, in general, requires deeper drill holes than small deposit exploration.

Superior utilises experienced explorers in its exploration as they offer the best chance for discovery of resources.

Operations Report

INTRODUCTION

Superior maintains a strong combined cash and liquid assets position with funding available for at least the next two years at the current expenditure rate. This allows the main focus of activities to be on the discovery of resources.

During the 2008-2009 year Superior maintained its previous approach to exploration with large copper and lead-zinc-silver deposits being its principal exploration targets and advanced geophysics with modern computer interpretation followed by drilling being utilised during exploration. While the prices for copper, lead, zinc and silver have retreated during the global financial crisis these commodities are the targets with the greatest potential for discovery in northwest Queensland and they remain as Superior's principal target commodities.

Some attention was directed to diamond exploration during the year but only minor effort was directed to phosphate and uranium. Phosphate prices have retreated to more historical levels and uranium exploration is difficult to justify while the Queensland Government maintains its ban on uranium mining in Queensland.

Superior holds 7 million shares in ASX listed uranium explorer, Deep Yellow Limited, and through this investment it has some exposure to exploration for uranium.

As Superior has its funding in place for the next two year's exploration the effects of the global financial crisis have largely been positive in that exploration services, including drilling services, are more readily available and prices for services are generally lower. The crisis has, however, had an impact on consumption patterns and on the prices for commodities which in turn impacts on the required target grades needed for discoveries.

Superior continues its approach of maximising its discovery target value and chances of discovery while keeping a firm control on expenditure. Target value is maximised by searching for major deposits. Exploration budgets are carefully managed to ensure that as much as possible of the funds expended are directed to exploration with administrative costs kept to a minimum.

The 2008-2009 year saw the continuation of the exploration program commenced in the 2007-2008 year with the following major work programs during the year and into the 2009 - 2010 year:

! a gravity survey followed by drilling at the Elizabeth Prospect in the Dajarra Project,
! a drilling program at the Flora Prospect in the Inca Project,
! a drilling program in progress at the Walford South Prospect in the Nicholson Project,
! a gravity survey in progress in the Nicholson Project,
! a gravity survey in progress in the Victor Project.

Projects and Tenements

Figure 1: Superior Resources Limited - Project and tenement locations.

Superior has an active exploration program on five project areas with a further project area under application in northwest Queensland. A total of 12 granted exploration permits and 3 exploration permit applications make up the six project areas (Figure 1). Most of these tenements were originally selected for exploration for large base metal deposits. All tenements are wholly owned by Superior and no agreements have been entered into over any of the tenements.

During the year reductions in the areas held in some of the projects has occurred. Some of these reductions have been required by the terms of the exploration permits and some have been done to minimise the costs of tenement rents. In all cases areas with the best potential for mineral deposits have been retained. Reductions in tenement areas have generally been made in areas of deeper cover where exploration is more difficult and exploration costs are usually higher.

Exploration

Superior's exploration for the 2008-2009 year has been focused on the Dajarra, Nicholson, Victor and Inca projects with a little activity in the Myally Project and no activity in the Wonomo Project which has not yet been granted.

Dajarra Project

The Dajarra Project, located 150km south-southwest of Mount Isa, encompasses six granted exploration permits. The target in the Dajarra Project is a major copper or lead-zinc-silver deposit but the area also has potential for phosphate, diamonds and uranium. The area is interpreted to be the faulted southern extension ('Southern Isa Offset') of the Leichhardt River Fault Trough which hosts the copper and lead-zincsilver mineralisation at Mount Isa.

Early work in the Dajarra Project area identified two relatively large unexplored areas of Mount Isa Group sediments (RFZ and Elizabeth prospects) situated adjacent to areas of shallow cover. These areas were considered to have excellent potential for Mount Isa style deposits. Most of the effort to date in the Dajarra Project has been directed to these areas.

Both areas of Mount Isa Group sediments were flown with Versatile Time-Domain Electromagnetics (VTEM) in July 2007.

A moderate order VTEM anomaly was located at the RFZ Prospect and the area

was subjected to geological mapping, soil and rock geochemical sampling and drilling during the 2007 – 2008 year. During the 2008 – 2009 year little work has been completed on the RFZ area but further work, including a gravity survey, is planned for the RFZ area early in the 2009 – 2010 year.

In the Elizabeth Prospect area high-ranking conductive anomalies were found in the July 2007 VTEM survey and a more detailed VTEM survey was completed in December 2007. Eight drill holes were completed into the Elizabeth Prospect in the 2007 – 2008 year. Two of these holes intersected low-grade copper and lead-zinc mineralisation within pyritic and dolomitic siltstones on the western side of the area.

During the 2008 – 2009 year a detailed gravity survey was completed over the Elizabeth Prospect (Figure 2). The gravity data was modelled

Hole	Easting(MGA)	Northing(MGA)	RL(m)	Azimuth(MGA)	Dip(°)	Depth(m)	Drilling Type#
EZ009	333498.90	7569198.83	298.56	0.0	-90	514.7	DD with RC precollar
EZ010	333891.00	7566713.41	284.85	76.8	-60	286.0	RC
EZ011	333302.10	7567863.27	292.48	76.8	-60	250.0	RC
EZ012	334116.90	7567028.22	286.94	77.8	-60	136.0	RC
EZ013	334224.00	7567050.00	287.00	0.0	-90	102.0	RC
EZ014	333510.60	7567908.40	294.65	76.8	-60	256.0	RC
EZ015	333702.26	7569199.09	298.57	0.0	-90	160.0	RC
EZ016	333746.24	7566938.12	286.42	75.8	-60	298.0	RC
EZ007	333844.11	7566964.01	286.65	75.8	-60	624.7*	DD extension

Table 1: Elizabeth Prospect - Drill Hole Details

* Hole EZ007 extended from 300m.

# DD – Diamond Drilling; RC – Reverse Circulation Drilling.

and it showed pronounced density lows in the northern and eastern parts of the Elizabeth Prospect. Further subtle density highs were modelled in the vicinity of the conductivity anomalies modelled from the EM surveys in the central part of the Elizabeth Prospect area and these were considered encouraging for sulphide mineralisation in these areas. Eight drill holes were drilled at Elizabeth during the year and an earlier drill hole was extended. Details of the drill holes completed are in Table 1.

The pronounced gravity/density low at the northern end of the Elizabeth Prospect was considered to have potential for diamonds and two holes were drilled into this feature. Drilling conditions were difficult but one hole (EZ009) was drilled successfully with diamond drilling (DD) to a depth of 514.7m. This hole indicated that the gravity/density low feature was caused by intense oxidation, weathering and leaching of Proterozoic dolomitic sediments beneath a thick sequence of more recent sediments deposited in a very deep old lake.

While the lake sediments appeared encouraging as possible crater sediments above a diamond pipe, core logging and assays below the sediments gave no encouragement for the presence of a potential diamond bearing host rock. It is now considered unlikely that the Elizabeth Prospect has diamond potential.

High silver values were returned from assaying of some of the leached core but further investigations indicated that these values were likely to be due to contamination from the copper-silver alloy which is used in most diamond drill bits to bind the diamonds in the bit to the body of the bit.

The second hole (EZ015) drilled into the pronounced gravity/density low feature was drilled using a reverse circulation (RC) drilling rig without the possible silver contamination issue. This hole also intersected strongly leached material beneath lake sediments. Anomalous copper values were intersected in this hole in strongly ferruginous brecciated material beneath the crater sediments and these copper results are considered encouraging.

Figure 2: Elizabeth Prospect - Bouguer gravity image showing drill holes. target areas and

It is now considered that the pronounced density/gravity low feature underlying the circular feature at Elizabeth was caused by the following events:

! intense leaching of dolomitic rocks which produced a large cavity at depth
! collapsing of the cavity roof to form a large surface depression which became a lake
! progressive filling of the lake with sediment washed in from the surrounding area
! continued leaching with further collapsing into resulting cavities at depth

An interpreted section through the Elizabeth Circular Feature is shown in Figure 3.

The reason for the intense leaching and cavity formation is uncertain at this stage but it may be caused by the production of acid due to the oxidation of sulphides and the leaching of carbonates from dolomitic siltstones and dolomite. Deep weathering/leaching zones are reported in the vicinity of some orebodies (eg Mount Isa and Lady Annie) and the feature at Elizabeth may have a similar origin.

Two holes (EZ012 and EZ013) were drilled into the gravity/density low feature in the eastern part of the Elizabeth Prospect area and another hole (EZ007), drilled in the previous year, was extended to intersect the rocks below this density low feature. The drilling indicated lake sediments above dolomitic siltstone and dolomite and it appears that the gravity/density low feature in this area has a similar origin to that at the northern circular feature.

The remaining four holes (EZ010, EZ011, EZ014 and EZ016) were drilled on combined conductivity and density high features. Assay data from these drill holes indicate that the drilling intersected only low-grade copper, lead and zinc values. The drilling indicates that graphite is probably responsible for the conductivity anomalies at Elizabeth and that the modelled density high anomalies are probably related to a higher pyrite content in the graphitic sediments.

Figure 3: Elizabeth Prospect – Interpreted geological section through the circular feature.

Photograph 1: Leached collapse breccia in hole EZ009 at the Elizabeth Prospect.

The drilling completed on the Elizabeth Prospect has downgraded the prospect as a target area for large deposits. The drilling, however, has only tested the northern half of the prospect area and potential still remains in the southern covered portion of the area. It is likely that activity in the Dajarra Project in the near future will be directed at the RFZ prospect and that the future exploration program at Elizabeth will be dependent on the results of a review of all results to be completed during the coming wet season.

Drilling of the northern gravity/density low feature at the Elizabeth Prospect was supported by a grant up to an amount of $50,000 by the Queensland Department of Mines and Energy as a 50% subsidy of the direct drilling costs under the Queensland Government's Collaborative Drilling Initiative (CDI).

Nicholson Project

The Nicholson Project (Figure 1), which is situated 350km northnorthwest of Mount Isa, consists of one granted exploration permit and one exploration permit application. The target in the area is a large copper or lead-zinc-silver deposit.

During the 2007 – 2008 year Superior flew two of the more prospective areas within the Nicholson Project with VTEM. Modelling of the VTEM data was completed along with reinterpretation of two previous explorer's airborne EM surveys which resulted in the definition of a number of prospective conductive targets. The most prospective conductive target from this work was the Walford South Prospect which lies immediately south of the Walford Creek Prospect held by another party. The work also identified a prospective area on the western side of the tenement and close to the Queensland - Northern Territory border and referred to as the Nicholson West Prospect.

Compilation of gravity data from previous explorers also gave support to the potential of the Walford South area for base metal deposits.

At the end of the 2008 – 2009 year drilling of the Walford South Prospect was in progress. This drilling has since been completed and results are progressively being compiled. Since the end of the year a gravity survey has also been completed over the Walford South Prospect and a small gravity survey has also been completed over the Nicholson West Prospect.

Walford South Base Metal Prospect

The main target at the Walford South Prospect is a large Proterozoic stratiform lead-zinc-silver deposit similar to the major Century Deposit located 100km to the south of the Nicholson Project. A copper deposit associated with any lead-zinc-silver deposit is also a target.

The main potential at the Walford South Prospect lies within the Mt Les Siltstone which hosts the Walford Creek mineralisation to the north of Walford South. This unit dips southerly from Walford Creek and occurs at depth in the Walford South Prospect area.

Three diamond drill holes have been completed at the Walford South Prospect. Details of the drill holes are included in Table 2 and the holes are shown in Figure 4.

Table 2: Walford South Prospect - Drill Hole Details.

Hole	Easting(MGA)	Northing(MGA)	RL(m)	Dip(°)	Depth(m)
WS001	208577.099	8025723.279	104.259	-90	863.0
Ws002	208807.609	8027100.607	98.481	-90	745.0
WS003	209474.138	8025801.136	97.434	-90	827.0

All drill holes intersected the Mt Les Siltstone. The drilling indicated a thickening of the Mt Les Siltstone and the overlying Doomadgee Formation towards the south and this was partly responsible for the intersections being deeper than predicted.

Pyritic shale was intersected within the Mt Les Siltstone in all drill holes at Walford South with the intersection in hole WS003 (Table 3) being slightly thicker than in the other holes.

Table 3: Walford South Prospect – Strongly Pyritic Shale Intervals.

Hole	From(m)	To(m)	Thickness*(m)
WS001	804.70	821.25	16.55
WS002	681.92	703.00	21.08
WS003	774.63	795.89	21.26

* The pyritic shale contains an estimated 30 to 80% pyrite

Photograph 2: Pyritic shale intersected in hole WS001 at the Walford South Prospect.

All holes contained some scattered areas of low-grade sphalerite mineralisation.

The presence of substantial amounts of strongly pyritic shale in the drill holes is encouraging as pyritic shale halos are associated with many of the large stratiform lead-zinc-silver deposits in northwest Queensland and the Northern Territory.

Photograph 3: Diamond drilling in progress at hole WS003 at the Walford South Prospect.

Drilling of the Walford South Prospect was supported by a grant up to an amount of $150,000 by the Queensland Department of Mines and Energy as a 50% subsidy of the direct drilling costs under the Queensland Government's Collaborative Drilling Initiative (CDI).

The results of the new detailed gravity survey completed over the Walford South Prospect are shown in Figure 4. This survey largely validates the earlier compilation of historical gravity data for the area but provides much more accurate detail than was previously available. No modelling of the gravity data has yet been completed but it appears that the bouguer gravity anomaly in the centre of the area is reflecting the denser pyritic sediments intersected in the drilling including the strongly pyritic shale in the Mt Les Siltstone.

Figure 4: Walford South Prospect - Bouguer gravity image showing recent drill holes and target areas.

The gravity survey data indicates a close association of the broader bouguer gravity anomaly with the Calvert Fault Zone which lies on the southern side of the Walford South Prospect. Many of the large stratiform lead-zinc-silver deposits in northwest Queensland and the Northern Territory occur adjacent to large regional faults such as the Calvert Fault.

The bouguer gravity image also indicates three specific target areas (Figure 4) north of the Calvert Fault Zone of which only one (Target 1) has been tested by drilling to date. From a conceptual point of view targets north of the fault zone have better potential for lead-zinc-silver mineralisation. A gravity target (Target 4) is also indicated on the southern branch of the Calvert Fault. From a conceptual point of view this target has better potential for copper mineralisation.

Subject to favourable results from modelling of the gravity survey results further drilling is likely in the Walford South prospect area in the 2009 – 2010 year.

Victor Project

The Victor Project is situated 180km north-northwest of Mount Isa (Figure 1). One granted exploration permit (EPM 16028) comprises this project. The tenement largely lies within the 'Wild Rivers' area and this may restrict the work program possible in the area.

The area has potential for large copper and lead-zinc-silver deposits hosted in the Lady Loretta and other formations which are considered equivalents to sediments that host mineralisation elsewhere in northwest Queensland. The prospective Proterozoic rocks are largely covered by a thin veneer of Cambrian limestone which makes exploration more difficult than in outcropping areas.

Initial work by Superior on the Victor Project involved the compilation and interpretation of data from previous explorers. The data included results from airborne EM surveys and a considerable number of drill holes. Of greatest interest from this compilation and interpretation was an area of copper mineralisation at the Kingfisher Copper Prospect.

Kingfisher Copper Prospect

Copper mineralisation at the Kingfisher Copper Prospect occurs within siltstones and dolomitic siltstones of the Lady Loretta Formation and also within the basal units of the overlying Cambrian sediments.

During the 2008 – 2009 year a field assessment of the Kingfisher Copper Prospect was completed to determine an appropriate exploration program for the area. A number of samples of copper mineralised outcrops taken during this field assessment (Figure 5) returned high-grade copper values which indicated that potential existed for near surface high-grade copper mineralisation in the area. Potential also appeared to exist for larger amounts of copper

Figure 5: Kingfisher Copper Prospect - Geology, drill holes and rock copper results. chip sample

mineralisation at depth in the vicinity of the Kingfisher Copper Prospect.

Gravity was considered to be an appropriate method of determining if a large copper target existed and a gravity survey is currently underway in the area. Further work for a larger copper target will depend on the results from this gravity survey.

Photograph 4: Copper mineralisation within basal Cambrian sediments overlain by Cambrian limestone at the Kingfisher Copper Prospect.

Photograph 5: Copper mineralisation, indicated by "copper grass" (Eriachne mucronata), within dolomitic siltstones of the Lady Loretta Formation overlain by Cambrian limestone (in the background) at the Kingfisher Copper Prospect.

Photograph 6: Malachite and cuprite stained silicified brecciated Proterozoic siltstone in the Lady Loretta Formation.

Inca Project

The Inca Project (Figure 1) which straddles the Mount Isa to Camooweal Road lies 110km northwest of Mount Isa. The project is made up of three granted exploration permits including the Buckley River exploration permit which was granted during the 2008 – 2009 year.

The principal target in the Inca Project is a major copper or lead-zincsilver deposit. The area also has potential for large sedimentary phosphate deposits.

The project covers prospective Proterozoic sediments with a generally shallow cover of Cambrian sediments mainly in the western portion of the area.

The two main prospect areas are the Flora and Buckley prospects. Both of these prospects have been identified from airborne EM surveys including Superior's VTEM survey completed in July 2007.

Flora Prospect

Four RC holes for 1228m were drilled into the Flora Prospect early in the 2008 – 2009 year. The holes were sited to test a conductivity anomaly on the northern side of the Inca Creek Fault which was an interpreted prospective east-west fault. All four holes intersected a thick sequence of approximately 200m of Cambrian rocks before intersecting Proterozoic siltstones. The Proterozoic siltstones showed deep Cambrian palaeo-weathering above pyritic and graphitic siltstones which were sufficiently conductive to explain the conductivity anomaly and no further drilling is warranted. Details of the holes drilled are shown in Table 4.

Table 4: Flora Prospect Drill Hole Details.

Hole	Easting(MGA)	Northing(MGA)	RL(m)	Azimuth(MGA)	Dip(°)	Depth(m)
FL001	260768.61	7780748.40	307.85	190.2	- 60	316.0
FL002	260813.39	7780999.02	307.58	190.2	- 60	304.0
FL003	258999.62	7780750.37	310.02	0.0	- 90	304.0
FL004	262000.10	7780849.79	303.90	0.0	- 90	304.0

Buckley Prospect

The Buckley Prospect lies in the southeast corner of the Buckley River exploration permit.

An historical airborne EM survey showed a strong anomaly in the Buckley River area and a VTEM survey was completed by Superior to cover the area surrounding the anomaly. This survey outlined the original EM anomaly and showed a number of other very strong EM anomalies in the surrounding area (Figure 6).

Previous drilling on the original anomaly intersected conductive graphitic sediments which explained the anomaly. Similar sediments

may also be responsible for some of the other anomalies but this will not be known until a field program including drilling is completed. This program is planned for the 2009 - 2010 year.

Figure 6: Buckley Prospect - VTEM profiles showing the VTEM anomalies on Aster satellite imagery.

Myally Project

The Myally Project which is located 170km north of Mount Isa consists of one granted exploration permit. The area contains both Proterozoic rocks partly covered by relatively thin Cretaceous sediments. The main targets remaining in the area are uranium deposits in Proterozoic rocks and the overlying Cretaceous sediments.

Drilling during the 2007 – 2008 year tested the Toolebuc Formation for uranium deposits. While this work failed to indicate economic uranium grades within the Toolebuc Formation it did indicate potential for sandstone uranium deposits in a permeable unit comprised of sandstone, clayey sandstone and conglomerate lying below the claystone enclosing the Toolebuc Formation. This permeable unit contains variable but appreciable amounts of pyrite and carbonaceous material (wood). These are ideal materials for depositing uranium on an oxidising – reducing boundary.

Further drilling on this uranium target was not completed during the 2008 -2009 year because of the Queensland Government's policy of not allowing uranium mining in Queensland.

Wonomo Project

The Wonomo Project is situated 120km south of Mount Isa (Figure 1).

It is unlikely that the two exploration permit applications comprising the Wonomo Project will be granted until the 2010 year.

K J Harvey

Business Objectives Statement

Superior's objective is to explore for and find a large base metal orebody in northwest Queensland. This work continues.

Details of the proposed second year exploration expenditures as outlined in Superior Resources Limited's Prospectus 2007 and actual expenditures are outlined in the following table.

Project	ProspectusMax. RaisingProposed	ProspectusMin. RaisingProposed	2008 - 2009Year Actual	2009 - 2010Year To DateActual	Total since1 July 2008Actual
Dajarra	$788,000	$663,000	$796,995	$27,023	$824,018
Inca	$449,000	$357,000	$273,167	$3,895	$277,062
Nicholson	$371,000	$275,000	$89,006	$381,575	$470,581
Myally	$42,000	$35,000	$46,291	$16,000	$62,291
Victor	$110,000	$44,000	$45,745	$8,192	$53,937

Exploration Expenditures – Actual Versus Proposed

Actual expenditures are broadly in line with proposed expenditures as outlined in the Prospectus with the following being relevant to the comparison.

Net Prospectus raising was approximately $4 million which lies between the stated minimum and maximum raisings in the Prospectus. 1.
Figures are not directly comparable as the proposed expenditures in the Prospectus were for the second year after listing and the second year is not yet complete. 2.
Expenditure on the Victor Project will be increased by gravity survey work which is currently in progress. 3.

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

Directors' Report

Your Directors present their report on Superior Resources Limited ("Superior", "the company") for the year ended 30 June 2009.

Directors

The following persons were Directors of Superior Resources Limited during the whole of the year and up to the date of this report:

L J Litzow K J Harvey D J Horton

Principal activities

During the year the principal continuing activity of the company was the exploration for base metals in Australia. There were no significant changes in the nature of the company's activities during the year and no changes are anticipated.

Dividends

Dividends paid to members during the financial year were as follows:

	2009	2008
	$	$
Final ordinary dividend for the year ended 30 June 2007 of 7.5 cents per fully
paid share paid on 18 July 2007	-	3,739,252

Review of operations

The loss for the year was $655,931 after income tax benefit of $279,235 (2008: loss of $954,729).

The 2008-2009 year saw the continuation of the exploration program commenced in the 2007-2008 year with the following major work programs during the year and into the 2009 - 2010 year:

! a gravity survey followed by drilling at the Elizabeth Prospect in the Dajarra Project,
! a drilling program at the Flora Prospect in the Inca Project,
! a drilling program in progress at the Walford South Prospect in the Nicholson Project,
! a gravity survey in progress at the Walford South Prospect in the Nicholson Project,
! a gravity survey in progress at the Kingfisher Copper Prospect in the Victor Project.

Significant changes in the state of affairs

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

		2009$
(a)	Significant gains and expenses:
	Expenses:
	Net loss on revaluation of available-for-sale financial assets	910,000
	Exploration written off*	85,193

* The company's investment in listed securities are disclosed as available-for-sale financial assets and recorded at fair value based on bid prices. Impairment losses are recognised in the income statement and not reversed.

Matters subsequent to the end of the financial year

No matter or circumstance has arisen since 30 June 2009 that have significantly affected, or may significantly affect:

(a) the company's operations in future financial years, or
(b) the results of those operations in future financial years, or
(c) the company's state of affairs in future financial years.

Likely Developments and Expected Results from Operations

Further exploration for large mineral deposits is planned with the main focus on the Dajarra, Nicholson, Victor and Inca project areas. Where exploration indicates significant potential for deposits drilling will be completed.

Results from exploration are difficult to predict in advance. A favourable result would be intersections of ore–grade copper, lead or zinc from drilling.

Environmental regulation

The company is not subject to any significant environmental regulation (apart from normal requirements under its mineral tenements) in respect of its operations.

Superior Resources Limited

DIRECTORS' REPORT (continued)

Information on Directors

Lawrence James Litzow FCA. Non-executive director. Age 75

Experience and expertise

Mr Litzow is a Chartered Accountant who consults in specialist accounting and corporate matters. He holds positions as corporate secretary with a number of public and private companies. His previous background includes tenure as Managing Partner of Douglas Heck & Burrell, Chartered Accountants, member of the Small Business Council, Chairman of the Small Business Taxation Group (Canberra) and State Chairman of the Taxation Institution of Australia.

Other current directorships

Non-executive director of Diatreme Resources Limited since 2001. Non-executive director of Opal Horizon Limited since 2001. Non-executive director of Hillston Grove Vineyards Limited since 2008.

Former directorships in last 3 years

Former Non-executive director of Ask Funding Limited (formerly Impact Capital Limited) until August 2009. Former Non-executive director of Garimperos Limited until April 2009. Former Non-executive director of Xtreme Resources Limited until April 2009. Former Non-executive director of Tamawood Limited until November 2006.

Special responsibilities

Chairman, Company Secretary.

Interests in shares and options

2,520,002 ordinary shares in Superior Resources Limited 2,000,000 options over ordinary shares in Superior Resources Limited

Kenneth James Harvey M.Sc, MAusIMM, MAIG, MSEG, MGSA. Managing director. Age 64

Experience and expertise

Mr Harvey has 39 years experience in mineral exploration, project evaluation, resource estimation and exploration management.

Other current directorships

None.

Former directorships in last 3 years None.

Special responsibilities

Managing Director.

Interests in shares and options

5,179,964 ordinary shares in Superior Resources Limited 4,000,000 options over ordinary shares in Superior Resources Limited

David John Horton M.Sc, MGSA, MAIG, MSEG. Non-executive director. Age 59

Experience and expertise Mr Horton has 36 years experience in mineral exploration, project and prospect generation, management and resource evaluation.

Other current directorships Executive director of Opal Horizon Limited since 2001.

Former directorships in last 3 years None.

Special responsibilities Chairman of the Audit Committee.

Interests in shares and options

2,695,000 ordinary shares in Superior Resources Limited 2,000,000 options over ordinary shares in Superior Resources Limited

Company Secretary

The Company Secretary is L J Litzow. Details of L J Litzow's qualifications and experience are recorded under Information on Directors.

Meetings of Directors

The numbers of meetings of the company's board of Directors held during the year ended 30 June 2009, and the numbers of meetings attended by each director were:

Board

Director	Meetings held	Meetingsattended
L J Litzow	4	4
K J Harvey	4	4
D J Horton	4	4

Audit Committee

Director	Meetings held	Meetingsattended

L J Litzow	2	2
K J Harvey	n/a	n/a
D J Horton	2	2

Superior Resources Limited

DIRECTORS' REPORT (continued)

Remuneration report

The remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share based compensation

A Principles used to determine the nature and amount of remuneration

Non-executive directors

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors' fees and payments are reviewed annually by the Board.

Directors' fees

Non-executive directors' fees are determined within an aggregate directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $250,000 in aggregate plus statutory superannuation.

Executive pay

The combination of base pay and superannuation make up the executive director's total remuneration. Base pay for the executive director is reviewed annually to ensure the executive's pay is competitive with the market.

B Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of Superior Resources Limited are set out in the following tables.

The key management personnel of Superior Resources Limited includes the directors as per pages 17-18 above.

2009	Short-termbenefits	Post -employmentbenefits	Share-basedpayment
Name	Cash salaryand fees$	Superannuation$	Options$	Total$
Non-executive directorsL J Litzow, ChairmanD J Horton	48,00024,000	--	--	48,00024,000
Sub-total non-executivedirectors	72,000	-	-	72,000
Executive directorK J Harvey	200,000	18,000	-	218,000
Totals	272,000	18,000	-	290,000

B Details of remuneration (continued)

Amounts of remuneration

2008	Short-termbenefits	Post -employmentbenefits	Share-basedpayment
Name	Cash salaryand fees$	Superannuation$	Options$	Total$
Non-executive directorsL J Litzow, ChairmanD J Horton	41,00016,000	--	--	41,00016,000
Sub-total non-executivedirectors	57,000	-	-	57,000
Executive directorK J Harvey	200,000	18,000	-	218,000
Totals	257,000	18,000	-	275,000

C Service agreements

Remuneration and other terms of employment of the Managing Director are formalised in an agreement. The major provisions of the agreements relating to remuneration are set out below.

K J Harvey, Managing Director

! Term of employment agreement indefinite commencing 1 July 2007.
! Base salary, inclusive of superannuation, for the year ended 30 June 2009 of $218,000, to be reviewed at least annually by the Board.
! Payment of a termination benefit on early termination by the company, other than for gross misconduct, equal to six months remuneration plus four weeks salary for every year of service.
! Agreement may be terminated by employee giving one months notice in writing.

D Share-based compensation

Options

The terms and conditions of options issued to key management personnel as at 30 June 2009 are as follows:

Grant date	Expiry date	Exercise price	Value peroption at grantdate	Dateexercisable
19/03/2007	30/06/2011	$0.50	-	19/03/2007
21/09/2007	30/06/2011	$0.50	-	21/09/2007

Options granted carry no dividend or voting rights and when exercised, each option is convertible into one ordinary share.

Details of options over ordinary shares in the company provided as remuneration to each director of Superior Resources Limited are set out below. When exercisable, each option is convertible into one ordinary share of Superior Resources Limited. Further information on the options is set out in Note 28 to the financial statements.

Name	Number of options grantedduring the year		Number of options vestedduring the year
Directors	2009	2008	2009	2008
L J Litzow	-	1,000,000	-	1,000,000
D J Horton	-	1,000,000	-	1,000,000
K J Harvey	-	2,000,000	-	2,000,000

The assessed fair value at grant date of options granted to the individuals is included in the remuneration tables above as the grant date is also the vesting date. Fair value at grant date was independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2008 included:

(a) options were granted for no consideration, all options vested immediately
(b) exercise price $0.50
(c) grant date: 21 September 2007
(d) expiry date: 30 June 2011
(e) share price at grant date: $0.20
(f) expected price volatility of the shares: 10%
(g) expected dividend yield: 0%
(h) risk-free interest rate: 6.5%

No shares have been issued on the exercise of remuneration options.

Shares under option

Unissued ordinary shares of Superior Resources Limited under option at the date of this report are as follows:

Date options granted	Expiry date	Issue price ofshares	Number underoption
19 March 2007	30 June 2011	$0.50	4,000,000
17 May 2007	30 June 2011	$0.50	600,000
21 September 2007	30 June 2011	$0.50	4,000,000
30 October 2007	31 December 2010	$0.30	1,000,000
			9,600,000

No option holder has any right under the options to participate in any other share issue of the company or any other entity.

Insurance of officers

During the financial year the company paid a premium to insure certain officers of the company under a Directors and Officers insurance policy.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company or to 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 part of those proceedings.

No proceedings have been brought or intervened in or on behalf of the company with leave of the court under section 237 of the Corporations Act 2001.

Auditor

Subsequent to the company's incumbent auditor's, Pitcher Partners, decision to cease to provide audit services, the Directors have appointed Hacketts DFK to fill a casual vacancy resulting from the former audit partners' resignations. Hacketts DFK replaced Pitcher Partners as auditor of the company on 9 February 2009. The appointment of the company's auditor will be subject to shareholder approval at the next Annual General Meeting by Special Resolution.

There are no former partners or directors of the company's auditor, or former auditor, who is or was at any time during the year an officer of the company.

Non-audit services

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company are important.

Details of amounts paid or payable to the auditor for audit and non-audit services provided during the year are set out on the following page.

Superior Resources Limited

DIRECTORS' REPORT (continued)

Non-audit services (continued)

The board of directors has considered the position and, in accordance with the advice received from the audit committee is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor, and !
none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor's own work, acting in a management or a decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risk and rewards. !

During the year the following fees were paid or payable forservices provided by the auditor of the company:	2009$	2008$
Assurance servicesAudit servicesFees paid for audit and review of financial report and other workunder the Corporations Act 2001 to:- Pitcher Partners	-	21,035
- Hacketts DFKTotal remuneration for assurance services	17,350--------------17,350========	---------------21,035========
Other compliance servicesTaxation servicesFees paid for tax compliance services, includingpreparation of company income tax returns to:- Pitcher Partners- Hacketts DFK	--	5,390-
Total remuneration for other services	---------------========	--------------5,390========

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 24.

This report is made in accordance with a resolution of Directors.

L J Litzow Chairman

Brisbane, 24 September 2008

Auditor's Independence Declaration to the Directors of Superior Resources Limited

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

Hacketts DFK

L J Murphy Partner

Brisbane, 24 September 2009

Corporate Governance Statement

Corporate Governance practices that form the basis of a comprehensive system of control and accountability for the administration of the Company have been adopted. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent they are applicable to the Company, the Board has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations. Although the Company's practices are largely consistent with the Council's principles, in certain cases they are not compliant. The following table sets out the Company's current position.

		RNon Compliant	S
Principle 1: Lay solid foundations for management and oversightCompanies should establish and disclose the respective roles and responsibilities of board andmanagement.			R
Recommendation 1.1:Companies should establish the functions reserved to the board and those delegated to senior executivesand disclose those functions.	R
Recommendation 1.2:Companies should disclose the process for evaluating the performance of senior executives.		R
Recommendation 1.3:Companies should provide the information indicated in the Guide to reporting on Principle 1.			R

The Board of Directors of Superior Resources Limited ("the Company") is responsible for the corporate governance of the Company.

The Board:

! Guides and monitors the business and affairs of the Company on behalf of the Company's members to whom they are accountable.
! Provides corporate strategy and guidance.
! Reviews appropriate plans and annual budgets, including allocation of resources and capital expenditure.
! Monitors financial performance.
! Protects and enhances the Company's reputation.
! Ensures compliance with regulatory and other requirements, and manages risks to the Company and its business.
! Appoints the Managing Director and appraises his performance.

Day to day management of the Company's affairs and the implementation of the corporate strategy and policy is currently delegated to the managing director. The delegation policy is reviewed at least annually.

The Board has established the following guidelines to ensure the effective operation and discharge of its responsibilities.

The Board has adopted and discloses a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders. This includes trade practices and fair dealing laws, consumer protection, respect for privacy, employment law, occupational health and safety, equal employment opportunity, superannuation and environment controls.

The Company will provide an explanation of any departures from best practice recommendations (if any) in its future annual reports.

Principle 2: Structure the Board to add valueCompanies should have a board of effective composition, size and commitment to adequately discharge itsresponsibilities and duties.	R
Recommendation 2.1:A majority of the board should be independent directors.	R
Recommendation 2.2:The chair should be an independent director.	R
Recommendation 2.3:The roles of the chair and chief executive officer should not be exercised by the same individual.	R
Recommendation 2.4:The board should establish a nomination committee.	R
Recommendation 2.5:Companies should disclose the process for evaluating the performance of the board, its committees andindividual directors.	R
Recommendation 2.6:Companies should provide the information indicated in the Guide to reporting on Principle 2.	R

Board Structure

The Board currently comprises one executive directors and two non-executive directors. The Board, which meets at least quarterly, comprises directors with an appropriate blend of qualifications and expertise in:

! Accounting and finance;
! Marketing and sales;
! Mineral exploration experience; and
! CEO level experience.

The Chairperson, (Mr Lawrence James Litzow), is a non-executive director.

The Board strives to ensure that all transactions between the Company and any related party are always conducted on arms length terms.

Where possible, the Board undertakes an annual review of the performance of the Board and the individual directors and examines the appropriate mix of skills to ensure maximum effectiveness and contribution to the results of the Company's business. Newly appointed directors are required to attend the appropriate induction.

Directors

The Company provides details of each director, such as their skills, experience and expertise relevant to their position, together with an explanation of any departures from the best practice recommendations.

In accordance with the Corporations Act and the Company's Constitution, the directors must advise the Board on an on-going basis of any interests that might conflict with those of the Company. Where the Board believes that a conflict exists, the director concerned is not permitted to be present at the meeting when the relevant issue is considered and does not receive the relevant Board papers.

The code of conduct adopted by the Board promotes ethical and responsible decision-making and guides directors, key executives and designated officers as to:

! The practices necessary to maintain confidence in the Company's integrity; and
! The responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

Nomination Committee

The Board as a whole comprises the Nomination Committee. Responsibilities include Board succession as well as evaluation of directors' performance and competencies.

The Nomination Committee:

! Conducts an annual review of the membership of the Board having regard to the present and future perceived needs of the Company and makes recommendations as considered appropriate to be considered at a Board meeting.
! Annually examines the independence status of each director.
! Oversees the annual review and assessment program.

Principle 3: Promote ethical and responsible decision-makingCompanies should actively promote ethical and responsible decision-making.	R
Recommendation 3.1:Companies should establish a code of conduct and disclose the code or a summary of the code as to:·the practices necessary to maintain confidence in the company's integrity.·the practices necessary to take into account their legal obligations and the reasonableexpectations of their stakeholders.·the responsibility and accountability of individuals for reporting and investigating reports ofunethical practices.	R
Recommendation 3.2:Companies should establish a policy concerning trading in company securities by directors, seniorexecutives and employees, and disclose the policy or a summary of that policy.	R
Recommendation 3.3:Companies should provide the information indicated in the Guide to reporting on Principle 3.	R

Code of Conduct

Taking into account the specific operations of the Company at this time, the Board has approved and communicated the Trading Policy below regarding the trading of its securities by directors, senior executives and employees. Company policy prohibits directors, senior executives and employees from dealing in Company shares at any time during the year whilst in possession of price sensitive information.

! The Corporations Act specifically prohibits a person from purchasing or selling shares where such person (called "an insider") possesses information that is not generally available but, if the information were generally available, would have a material effect on the price of shares in the Company.
! The law also prohibits a person from procuring others to trade when the designated officer is precluded from trading.
! This prohibition extends to external advisers and designated officers who should be aware of the need to enforce confidentially against such external advisers, where appropriate.
! Designated officers must provide notification to the Company Secretary of intended trading activity in Company's shares.
! Written confirmation, or a copy of the contract note, evidencing the share trading transaction must be provided to the Company Secretary within 4 business days of the transaction.
! A trading
- #"black-out" will occur during the following times: #30 days prior to the release of the half-year and annual preliminary financial statements.
- #30 days prior to any dividend announcement; and 30 days prior to any known intended announcement which a reasonable person would expect to have a material effect on the price or value of the Company's shares.
! The Chairperson may exercise discretion to permit trading by designated officers in specific circumstances. Such circumstances include financial hardship or circumstances of a personal nature.
! This Trading Policy applies to financial products issued or created over the Company's shares by third parties.
! This Trading Policy does not prohibit designated officers from entering into a transaction in associated products which operate to limit the economic risk of their shareholdings in the Company.
! The Board recognises the benefits of equity participation by directors, senior executives and employees and encourages directors, senior executives and employees to acquire equity in the Company in the appropriate circumstances.

Principle 4: Safeguard integrity in financial reportingCompanies should have a structure to independently verify and safeguard the integrity of their financialreporting.	R
Recommendation 4.1:The board should establish an audit committee.	R
Recommendation 4.2:The audit committee should be structured so that it consists of:·only non-executive directors·a majority of independent directors·an independent chair, who is not chair of the board·at least three members.	S
Recommendation 4.3:The audit committee should have a formal charter.	R
Recommendation 4.4:Companies should provide the information indicated in the Guide to reporting on Principle 4.	R

Integrity in Financial Reporting

The Managing Director and the CFO (or equivalent) are required to make the following certifications to the Board:

! That the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with the relevant accounting standards.
! That the above statement is based on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects.

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 such as the safeguarding of assets, maintenance of proper accounting records, the reliability of financial information and non-financial considerations such as the benchmarking of operational key performance indicators. The Audit Committee provides a forum for effective communication between the Board and the external auditor. The Audit Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial report.

Taking into account the specific operations of the Company, the Audit Committee meets at least twice a year with the auditors. Because of the size of the Board, the current Audit Committee comprises only two members (two non-executive directors) and the chairman of the committee is not the Chairman of the Board.

The Audit Committee operates under the following charter approved by the Board:

! The board as a whole is responsible for the accuracy and relevance of the financial statements. However, the Audit Committee provides an additional and more specialised oversight of the financial reporting process.
! The Audit Committee shall, if possible, comprise a majority of non-executive directors and an independent chairman who is not the Chairman of the Board. The Audit Committee shall consist of at least two members.
! The finance director and other executive directors may be present during Audit Committee deliberations but will not be members of the committee.
! The Audit Committee will meet at least two times a year and will meet with the external auditors at least once a year.
! The Audit Committee reports to the Board and copies of Audit Committee minutes should be tabled at the first Board meeting at which it is practicable to do so.

The Company has one executive and two non-executive directors. The two non-executive directors are members of the Audit Committee.

Principle 5: Make timely and balanced disclosureCompanies should promote timely and balanced disclosure of all material matters concerning the company.	R
Recommendation 5.1:Companies should establish written policies designed to ensure compliance with ASX Listing Ruledisclosure requirements and to ensure accountability at a senior executive level for that compliance anddisclose those policies or a summary of those policies.	R
Recommendation 5.2:Companies should provide the information indicated in the Guide to reporting on Principle 5.	R

Continuous Disclosure

The Company has a continuous disclosure program in place designed to ensure the factual presentation of the Company's financial position.

The Company will provide an explanation of any departures from best practice recommendations (if any) in its future annual reports.

Principle 6: Respect the rights of shareholdersCompanies should respect the rights of shareholders and facilitate the effective exercise ofthose rights.	R
Recommendation 6.1:Companies should design a communications policy for promoting effective communication withshareholders and encouraging their participation at general meetings and disclose their policy or asummary of that policy.	R
Recommendation 6.2:Companies should provide the information indicated in the Guide to reporting on Principle 6.	R

Shareholders Information

The Board aims to ensure that shareholders and other stakeholders have equal and timely access to material information concerning the Company. Information is communicated through:

! The annual report which is distributed to the Australian Securities Exchange and to all shareholders who have elected to receive such report.
! Notices of the Annual General Meeting and other meetings of members called as required to obtain approval for Board action.
! Timely announcements through the Australian Securities Exchange company announcements platform, including Quarterly Activity Reports as required for mineral exploration companies.
! The half-year report containing summarised financial information and a review of operations for that period.

The Board encourages full participation of shareholders at the Annual General Meeting and at other general meetings as may be called.

The Company requests the external auditor to attend all annual general meetings of the Company to answer shareholder questions about the conduct of the audit and the preparation and content of the auditors report.

Recognising the Rights of Shareholders

Directors bear individual responsibilities for the performance of their duties before the law, and collective responsibility for the behaviour of the Board.

The code of conduct, as pronounced by the Australian Institute of Company Directors in September 2005, encompasses the legislative and common law requirement of directors, as well as specific behaviour that the Company expects of directors. The Company has adopted this code of conduct, which provides that:

1. A director must act honestly, in good faith and in the best interests of the Company as a whole.
1. A director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.
1. A director must use the powers of office for a proper purpose, in the best interests of the Company as a whole.
1. A director must recognise that the primary responsibility is to the Company's shareholders as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Company.

Recognising the Rights of Shareholders (continued)

1. A director must not make improper use of information acquired as a director.
1. A director must not take improper advantage of the position of director.
1. A director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.
1. A director has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.

The Company will provide an explanation of any departures from best practice recommendations (if any) in its future annual reports.

Principle 7: Recognise and Manage riskCompanies should establish a sound system of risk oversight and management and internal control.	R
Recommendation 7.1:Companies should establish policies for the oversight and management of material business risks anddisclose a summary of those policies.	R
Recommendation 7.2:The board should require management to design and implement the risk management and internal controlsystem to manage the company's material business risks and report to it on whether those risks are beingmanaged effectively. The board should disclose that management has reported to it as to the effectivenessof the company's management of its material business risks.	R
Recommendation 7.3:The board should disclose whether it has received assurance from the chief executive officer (or equivalent)and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295Aof the Corporations Act is founded on a sound system of risk management and internal control and that thesystem is operating effectively in all material respects in relation to financial reporting risks.	R
Recommendation 7.4:Companies should provide the information indicated in the Guide to reporting on Principle 7.	R

Risk Management

The Board has established a Risk Management Committee. The prime purpose of the Risk Management Committee is to identify those areas of risk which are most likely to cause major disruption and damage to the business of the Company and to implement, with Board approval, plans and procedures which will mitigate any damage.

The Risk Management Committee will meet as often as considered necessary but not less than twice per year.

Certifications to the Board

The Managing Director and the CFO (or equivalent) is required to make the following certifications to the Board:

! That the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with the relevant accounting standards.
! That the above statement is based on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects.

Principle 8: Remunerate fairly and responsiblyCompanies should ensure that the level and composition of remuneration is sufficient and reasonable and thatits relationship to performance is clear.	R
Recommendation 8.1:The board should establish a remuneration committee.	R
Recommendation 8.2:Companies should clearly distinguish the structure of non-executive directors' remuneration from that ofexecutive directors and senior executives.	R
Recommendation 8.3:Companies should provide the information indicated in the Guide to reporting on Principle 8.	R

Enhanced Performance

The Board encourages enhanced performance and has adopted a program that enables directors to gain an understanding of:

! the Company's financial, strategic, operational and risk management position;
! their rights, duties and responsibilities; and
! the role of the Board's committees.

The Board undertakes an annual review of the performance of the Board and the individual directors and examines the appropriate mix of skills to ensue maximum effectiveness and contribution to the results of the Company's business.

Remuneration Policy

The Company has a formal remuneration policy.

The Company will disclose the quantum of remuneration paid to directors and senior executives in its annual reports. Any links between the remuneration paid to directors and key executives and corporate performance will be fully disclosed.

The Board is responsible for determining and reviewing remuneration arrangements for the directors and the executive team. The Board has established a Remuneration Committee consisting of two non-executive directors.

The Company's constitution provides that the total remuneration of all non-executive directors will not be more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration has been set at an amount of $250,000 per annum.

The Company will seek shareholder approval for the future grant of equity based remuneration to directors. The Company currently has in place an Employee and Officers Option Plan (2006), and the directors may allocate options to key employees. Any such grant will be disclosed in future annual reports of the Company.

FINANCIAL REPORT

For the year ended 30 June 2009

INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009

	Note	2009$	2008$
Revenue from continuing operations	5	347,658	439,370
Accounting and audit feesDepreciationOffice rent and outgoingsExploration written offImpairment of available-for-sale financial assetsOther expenses	11	(77,130)(12,387)(28,663)(85,193)(910,000)(169,451)	(71,175)(9,375)(22,711)(7,942)(1,575,000)(119,089)
Profit / (loss) before income taxIncome tax (expense) / benefit	67	(935,166)279,235	(1,365,922)411,193
Profit / (loss) for the year		(655,931)	(954,729)
		Cents	Cents
Basic earnings per shareDiluted earnings per share	2727	(0.85)(0.85)	(1.39)(1.39)

BALANCE SHEET AS AT 30 JUNE 2009

	Note	2009$	2008$
Current AssetsCash and cash equivalentsTrade and other receivables	89	4,084,380279,321	5,321,412118,237
Total Current Assets		4,363,701	5,439,649
Non-Current AssetsProperty, plant and equipmentAvailable-for-sale financial assetsExploration expenditureDeferred tax assetOther	1011121314	47,3612,380,0002,873,532-32,500	42,7141,750,0001,751,499-30,000
Total Non-Current Assets		5,333,393	3,574,213
Total Assets		9,697,094	9,013,862
Current LiabilitiesPayablesIncome tax payable	1516	153,147-	74,749-
Total Current Liabilities		153,147	74,749
Non-Current LiabilitiesDeferred tax liability	17	829,137	646,372
Total Non-Current Liabilities		829,137	646,372
Total Liabilities		982,284	721,121
Net Assets		8,714,810	8,292,741
EquityContributed equityReservesRetained profits	181920	5,889,2721,078,0001,747,538	5,889,272-2,403,469
Total Equity		8,714,810	8,292,741

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

	Note	2009$	2008$
Total equity at the beginning of the financial year		8,292,741	8,269,767
Changes in the fair value of available-for-sale financial assets, netof taxNet income recognised directly in equityProfit / (loss) for the yearTotal recognised income and expense for the year	19	1,078,0001,078,000(655,931)422,069	(416,500)(416,500)(954,729)(1,371,229)
Transactions with equity holders in theircapacity as equity holders:Contributed equity issuesCapital raising costsDividend paid	1818	---	5,427,400(293,945)(3,739,252)
Total equity at the end of the year		8,714,810	8,292,741

CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2009

	Note	2009$Inflows /	2008$Inflows /
Cash flows from operating activities		(Outflows)	(Outflows)
Receipts (GST inclusive)Interest receivedPayments to suppliers (GST inclusive)Income taxes paid		104,105178,081(380,138)-	138,236439,370(331,450)(1,853,682)
Net cash inflow(outflow) from operating activities	26	(97,952)	(1,607,526)
Cash flows from investing activities
Payments for exploration expenditure		(1,170,887)	(1,094,745)
Proceeds from sale of available-for-sale financial assetsPayments for security deposits		-(5,000)	-(10,000)
Refund of security depositsProceeds from government grants		2,50051,341	--
Payments for property, plant and equipment		(17,034)	(27,798)
Net cash inflow(outflow) from investing activities		(1,139,080)	(1,132,543)
Cash flows from financing activities
Proceeds on issue of shares		-	5,427,400
Payment of capital raising costsDividends paid		--	(379,112)(3,739,252)
Net cash inflow(outflow) from financing activities		-	1,309,036
Net increase (decrease) in cash heldCash at beginning of financial year		(1,237,032)5,321,412	(1,431,033)6,752,445
Cash at the end of financial year	8	4,084,380	5,321,412

1. Summary of Significant Accounting Policies

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The financial report represents the financial statements for Superior Resources Limited ("the company") as an individual entity. Superior Resources Limited is a public company listed on the Australian Securities Exchange (trading under the code SPQ) incorporated and domiciled in Australia.

The financial report is presented in Australian dollars which is the company's functional and presentation currency.

(a) Basis of preparation

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

Compliance with IFRS

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes of Superior Resources Limited comply with International Financial Reporting Standards (IFRS).

Historical Cost Convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value either through profit or loss or directly in equity.

Critical accounting estimates

The preparation of the financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are discloses in Note 3.

(b) Segment reporting

A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is identified when products or services are provided within a particular economic environment subject to risks and returns that are different from those of segments operating in other economic environments.

Superior Resources Limited

1. Summary of Significant Accounting Policies (continued)

(c) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable when it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Interest – Interest revenue is recognised using the effective interest rate method.

All revenue is stated net of the amount of goods and services tax (GST).

(d) Income Tax

The income tax expense for the year is the tax payable on the current year's taxable income based upon the applicable income tax rate adjusted by changes in deferred tax assets and liabilities.

A balance sheet approach is adopted under which deferred tax assets and liabilities are recognised for temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred tax assets or liability is recognised in relation to temporary differences arising from the initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

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

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

(e) Cash and cash equivalents

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

(f) Investments and other financial assets

Available for sale

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the income statement as gains and losses from investment securities.

1. Summary of Significant Accounting Policies (continued)

(f) Investments and other financial assets (continued)

Subsequent measurement

Available-for-sale financial assets are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the monetary and non-monetary securities classified as available-for-sale are recognised in equity.

Fair value

The fair values of quoted investments are based on current bid prices.

Impairment

The company assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement.

(g) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets is the current bid price.

(h) Plant and equipment

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

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

Equipment / Software 3 – 5 years

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

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

1. Summary of Significant Accounting Policies (continued)

(i) Trade and other payables

These amounts represent liabilities for goods and services provided to the company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(j) Exploration expenditure

Expenditure is accumulated separately for each area of interest until such time as the area is abandoned or sold. The realisation of the value of the expenditure carried forward depends on any commercial results that may be obtained through successful development and exploitation of the area of interest or alternatively by its sale. If an area of interest is abandoned or is considered to be of no further commercial interest the accumulated exploration costs relating to the area are written off against income in the year of abandonment. Some exploration expenditure may also be written off where areas of interest are partly relinquished. In cases where uncertainty exists as to the value, provisions for possible diminution in value are established.

(k) Contributed equity

Ordinary shares are classified as equity.

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

(l) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.

(m) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

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

(n) Goods and Services Tax (GST)

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

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

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

1. Summary of Significant Accounting Policies (continued)

(o) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2009 reporting periods. The entity's assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8

AASB 8 and AASB 2007-3 are effective for annual reporting periods commencing on or after 1 January 2009. AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a management approach to reporting on financial performance. Information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The company has not yet decided when to adopted AASB 8. Application of AASB 8 may result in different segments, segment results and different types of information being reported in the segment note of the financial report. However, at this stage, it is not expected to affect any of the amounts recognized in the financial statements.

(ii) Revised AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and Interpretations 1 & 12]

The revised AASB 123 is applicable to annual reporting periods commencing on or after 1 January 2009. It has removed the option to expense all borrowing costs and – when adopted – will require the capitalization of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no impact on the financial report of the company.

(iii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101

A revised AASB 101 was issued in September 2007 and is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The company intends to apply the revised standard from 1 July 2009.

(iv) AASB 2008-1 Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations (effective 1 January 2009)

AASB 2008-1 clarifies that vesting conditions are service conditions and performance conditions only and that other features of a sharebased payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The company will apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the company's share-based payments.

(v) AASB 2009-2 Amendments to Australian Accounting Standards - Improving Disclosures about Financial Instruments (effective for annual periods beginning on or after 1 January 2009)

In April 2009, the AASB published amendments to AASB 7 Financial Instruments: Disclosure to improve the information that entities report about their liquidity risk and the fair value of their financial instruments. The amendments require fair value measurement disclosures to be classified into a new three-level hierarchy and additional disclosures for items whose fair value is determined by valuation techniques rather than observable market values. The AASB also clarified and enhanced the existing requirements for the disclosure of liquidity risk of derivatives. The company will apply the amendments from 1 July 2009. They will not affect any of the amounts recognised in the financial statements.

2. Financial risk management

The company's activities expose it to a variety of financial risks; market risk, liquidity risk and cash flow interest rate risk.

(a) Market risk

(i) Price risk

The company is exposed to equity securities price risk. This arises from investments held by the company in Deep Yellow Limited and classified on the balance sheet as available-for-sale. The company is not exposed to commodity price risk.

The table below summaries the impact of increases/decreases in the Deep Yellow Limited share price on the company's post-tax profit for the year and on equity. The analysis is based on the assumption that the share price had increased/decreased by 25% (2008 – 25%) with all other variables held constant.

	Impact on post-tax profit			Impact on equity
	2009$		2008$		2009$		2008$
	+25%	-25%	+25%	-25%	+25%	-25%	+25%	-25%
Investment in DeepYellow Limited	-	-	437,500	(437,500)	416,500	(416,500)	437,500	(437,500)

(ii) Cash flow and fair value interest rate risk

As the company has no significant interest-bearing assets or borrowings, the company's income and operating cash flows are not materially exposed to changes in market interest rates.

At 30 June 2009, if interest rates had changed by -/+ 100 basis points from the year-end rates with all other variables held constant, post-tax profit for the year would have been $40,844 lower/higher (2008 – change of 100 bps: $53,214 higher/lower), as a result of higher/lower interest income from cash and cash equivalents.

(b) Liquidity risk

The company manages liquidity risk by continuously monitoring forecast and actual cash flows.

3. Critical accounting estimates and judgements

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

Critical judgements in applying the entity's accounting policies

The company has capitalised exploration expenditure of $2,873,532 (2008 : $1,751,499). This amount includes costs directly associated with exploration. These costs are capitalised as an intangible asset until assessment and/or drilling of the tenement is complete and the results have been evaluated. These costs include employee remuneration, materials, rig costs, delay rentals and payments to contractors. The expenditure is carried forward until such a time as the area moves into the development phase, is abandoned or sold. Given exploration activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of recoverable resources and the difficulty in forecasting cash flows to assess the fair value of exploration expenditure there is uncertainty as to the carrying value of exploration expenditure. The ultimate recovery of the carrying value of exploration expenditure is dependent upon the successful development and commercial exploitation or, alternatively, sale of the interest in the tenements. The Directors are of the opinion that the exploration expenditure is recoverable for the amount stated in the financial report.

4. Segment information

The company operates solely within one business segment, being the base metals exploration industry in Australia.

	2009$	2008$
5. Revenue
Other revenue
Interest	347,658	439,370
	347,658	439,370
6. Expenses
Profit before income tax includes the following specific expenses:
Depreciation
Plant and equipment	12,387	9,375
Exploration expenditure written off	85,193	7,942
Impairment of available-for-sale financial assets	910,000	1,575,000
7. Income tax expense
(a)Income tax expense
Current tax	-	-
Deferred tax	(279,235)	(410,102)
Under (over) provision in prior years	-(279,235)	(1,091)(411,193)

(b)Numerical reconciliation of income tax expenseto prima facie tax payable
Profit (loss) from continuing operations before income tax expense	(935,166)	(1,365,922)
Tax at the Australian tax rate of 30% (2008 – 30%)	(280,550)	(409,777)
Adjustment to deferred tax assets and liabilities for tax losses and temporary
differences not recognised	-	-
Under (over) provision in prior yearsIncome tax expense / (benefit)	1,315(279,235)	(1,416)(411,193)

7. Income tax expense (continued)	2009$	2008$
(c)Amounts recognised directly in equity
Aggregate current and deferred tax arising in the reporting period and notrecognised in net profit or loss but directly debited or credited to equityNet deferred tax – debited (credited) directly to equity
Net deferred tax – debited (credited) directly to other assets	462,000-	(304,476)11,196
	462,000	(293,280)
(d)Franking credits
Franking credits available for use in subsequent financial years	251,146	251,146
8. Current assets - Cash and cash equivalents
Cash at bank and on hand	4,084,380	5,321,412
9. Current assets - Trade and other receivables
Other receivablesPrepayments	224,14755,174	39,93678,301
	279,321	118,237

Other receivables

These amounts generally arise from transactions outside the usual operating activities of the company.

	2009$	2008$
10. Non-current assets – Property, plant and equipment

Equipment / software – at costAccumulated depreciation	71,227(23,866)	54,193(11,479)
	47,361	42,714

	Equipment /
	Software
	$
Year ended 30 June 2008
Opening net book amount	24,291
Additions	27,798
Depreciation charge	(9,375)
Closing net book amount	42,714
At 30 June 2008
Cost	54,193
Accumulated depreciation	(11,479)
Net book amount	42,714

Year ended 30 June 2009
Opening net book amountAdditions	42,71417,034
Depreciation charge	(12,387)
Closing net book amount	47,361

At 30 June 2009
Cost	71,227
Accumulated depreciationNet book amount	(23,866)47,361

	2009	2008
	$	$
11. Non-current assets – Available-for-sale financial assets
Listed securities
Equity securities	2,380,000	1,750,000

At beginning of year	1,750,000	3,920,000
Impairment through profit or loss (Note 1(f))	(910,000)	(1,575,000)
Revaluation surplus through equity	1,540,000	(595,000)
	2,380,000	1,750,000

	2009$	2008$
12. Non-current assets – Exploration expenditure
Exploration phase property costsDeferred geological, geophysical, drilling and other expenditure –
at cost	2,873,532	1,751,499
The capitalised exploration expenditure carried forward above has been determinedas follows:
Opening balance	1,751,499	657,491
Expenditure incurred during the year	1,207,226	1,101,950
Exploration abandoned	(85,193)2,873,532	(7,942)1,751,499
13. Non-current assets – Deferred tax assets
Deferred tax asset	-	-
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss
Accruals	12,400	10,930
Employee entitlementsBusiness establishment costs	7,54874	4,026178
Tax losses	710,633	300,580
Capital raising costs	41	-
Amounts recognised in equity
Capital raising costs	74,255	100,358
Set-off of deferred tax assets/liabilities pursuant to set-off
provisions	(804,951)-	(416,072)-

Movements:Opening balance at 1 July	-	13,471
Credited (charged) to the income statement	388,879	287,821
Credited (charged) to equity	-	125,976
Credited (charged) to other assets (Note 7(c))	-	(11,196)
Set-off of deferred tax assets/liabilities pursuant to set-offprovisions (Note 17)	(388,879)	(416,072)
	-	-

	2009$	2008$
14. Non-current assets – Other
Security deposits	32,500	30,000
15. Current liabilities - Payables
Trade payablesOther payables	92,07161,076153,147	27,35647,39374,749
16. Current liabilities – Income tax payable
Income tax payable	-	-
17. Non-current liabilities – Deferred tax liabilities
Deferred tax liabilities	829,137	646,372
The balance comprises temporary differences attributable to:Amounts recognised in profit or loss
Exploration expenditureInvestmentPrepayments	862,060241,22815,140	525,450514,22822,448
Property, plant and equipmentInterest receivable	2,78750,873	318-
Amounts recognised directly in equityAsset revaluation reserve	462,000	-
Set-off of deferred tax assets/liabilities pursuant to set-offprovisions	(804,951)	(416,072)
Total deferred tax liabilities	829,137	646,372
Movements:
Opening balance at 1 July	646,372	1,363,225
Charged (credited) to the income statement	109,644	(122,281)
Charged (credited) to equity (Note 19)	462,000	(178,500)
Set-off of deferred tax assets/liabilities pursuant to set-offprovisions (Note 13)	(388,879)	(416,072)
Closing balance	829,137	646,372

18. Contributed equity	2009$	2008$
76,993,688 (2008 : 76,993,688) ordinary shares fully paid	5,889,272	5,889,272

(a) Movements in ordinary share capital:

		Number of shares	Issue Price
Date	Details		$	$
1 July 2007	Balance	49,856,688		755,817
1 August 2007	Placement	5,000,000	$0.20	1,000,000
12 November 2007	Placement under IPO	22,137,000	$0.20	4,427,400
	Capital raising costs	-		(293,945)
30 June 2008	Balance	76,993,688		5,889,272
	Movement	-		-
30 June 2009	Balance	76,993,688		5,889,272

(b) Ordinary shares:

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

(c) Capital risk management

The company's objectives when managing capital are to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the company includes cash and cash equivalents, equity attributable to equity holders, comprising of contributed equity, reserves and accumulated losses. In order to maintain or adjust the capital structure, the company may issue new shares, sell assets to reduce debt or adjust the level of activities undertaken by the company.

The company monitor capital on the basis of cash flow requirements for operational, and exploration and evaluation expenditure. The company's exposure to borrowings as at 30 June 2009 totals $nil (2008 : $nil). The company will continue to use capital market issues and joint venture participant funding contributions to satisfy anticipated funding requirements.

The company's strategy to capital risk management is unchanged from prior years.

19. Reserves	2009$	2008$
Available-for-sale investments revaluation reserve	1,078,000	-
Movements:Balance 1 JulyRevaluation – gross (Note 11)Deferred tax (Note 17)Balance 30 June	-1,540,000(462,000)1,078,000	416,500(595,000)178,500-

Nature and purpose of reserves

Available-for-sale investments revaluation reserve

Changes in the fair value of investments, such as equities, classified as available-for-sale financial assets, are taken to the available-for-sale investments revaluation reserve, as described in Note 1(f). Amounts are recognised in profit and loss when the associated assets are sold or impaired.

20. Retained profits

Movements in retained profits were as follows:

Balance 1 July	2,403,469	7,097,450
Profit / (loss) for the year	(655,931)	(954,729)
Dividend paid	-	(3,739,252)
Balance 30 June	1,747,538	2,403,469

21. Key Management Personnel disclosures

(a) Key management personnel compensation

	2009$	2008$
Short-term employee benefitsPost-employment benefitsShare-based payments	272,00018,000-	259,00018,000-
	290,000	277,000

Detailed remuneration disclosures are provided in sections A – C of the remuneration report on pages 19 to 20.

(b) Equity instrument disclosures relating to key management personnel

(i) Options provided as remuneration and shares issued on exercise of such options

Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in section D of the remuneration report on page 21.

(ii) Option holdings

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

2009Name	Balance at the startof the year	Granted ascompensation*	Exercised	Other changes	Balance at the endof the year

L J Litzow	2,000,000	-	-	-	2,000,000
K J Harvey	4,000,000	-	-	-	4,000,000
D J Horton	2,000,000	-	-	-	2,000,000
Total	8,000,000	-	-	-	8,000,000

All options are vested and exercisable as at 30 June 2009.

2008	Balance at the startof the year	Granted ascompensation*	Exercised	Other changes	Balance at the endof the year
Name
L J LitzowK J HarveyD J HortonTotal	1,000,0002,000,0001,000,0004,000,000	1,000,0002,000,0001,000,0004,000,000	----	----	2,000,0004,000,0002,000,0008,000,000

21. Key Management Personnel disclosures (continued)

(iii) Share holdings

The number of ordinary shares in the company held during the financial year by each Director and their personally related entities is set out below:

2009	Balance at the start	Received on			Balance at the endof the year
Name	of the year	exercising options	Net purchased /(sold)	Other changes

L J Litzow	2,520,002	-	-	-	2,520,002
K J Harvey	5,019,964	-	160,000	-	5,179,964
D J Horton	2,695,000	-	-	-	2,695,000
Total	10,234,966	-	160,000	-	10,394,966
2008	Balance at the startof the year	Received onexercising options	Net purchased /	Other changes	Balance at the end
Name			(sold)		of the year

L J Litzow	2,500,002	-	20,000	-	2,520,002
K J Harvey	4,333,336	-	686,628	-	5,019,964
D J Horton	2,520,000	-	175,000	-	2,695,000
Total	9,353,338	-	881,628	-	10,234,966

(c) Other transactions with key management personnel

A director, Mr L J Litzow, is a director and shareholder of Diatreme Resources Limited to which the company paid rent of $23,319 (2008: $16,045) , outgoings of $5,344 (2008: $6,665) and computer maintenance charges of $10,562 (2008: $nil). The amounts were paid on normal commercial terms and conditions.

Directors, Mr L J Litzow and Mr D J Horton, are directors and shareholders of Opal Horizon Limited to which the company paid bookkeeping fees of $8,269 (2008: $7,830). The amounts were paid on normal commercial terms and conditions.

There are no other related party transactions.

22. Remuneration of auditors	2009$	2008$
During the year the following fees were paid or payable for services provided bythe auditor, its related practises and non-related audit firms:Pitcher Partners -
Audit or review of financial report	-	21,035
Other assurance services	-	-
Taxation compliance services	-	5,390
	-	26,425
Hacketts DFK -
Audit or review of financial report	17,350	-
Other assurance services	-	-
Taxation compliance services	-	-
	17,350	-

23. Contingencies

The possibility of native title claim applications at some future time, under the provisions of the Native Title Act (1993), may impact on exploration tenements under application. Any substantiated claim may have an effect on the value of the tenement application affected by the claim.

24. Commitments

(a) Exploration commitments

So as to maintain current rights to tenure of various exploration and mining tenements, the company will be required to outlay amounts in respect of tenement rent to the relevant governing authorities and to meet certain annual exploration expenditure commitments. These outlays (exploration expenditure and rent), which arise in relation to granted tenements, inclusive of tenement applications granted subsequent to 30 June 2009, are as follows:

	2009$	2008$
Exploration expenditure commitments payable:
- within one year	632,911	480,000
- later than one year but not later than five years	1,352,952	2,550,000
- later than five years	-	-
	1,985,863	3,030,000

Outlays may be varied from time to time, subject to approval of the relevant government departments, and may be relieved if a tenement is relinquished. Cash security bonds totalling $32,500 (2008: $30,000) are currently held by the relevant governing authorities to ensure compliance with granted tenement conditions.

24. Commitments (continued)

	2009$	2008$
(b)Remuneration commitmentsCommitments for the payment of salaries and other remuneration under long-termemployment con tracts in existence at the reporting date but not recognised asliabilities, payable:
Within one year	142,538	127,167
Later than one year but not later than 5 years	-	-
Later than 5 years	-	-
	142,538	127,167

Amounts disclosed as remuneration commitments include commitments arising from the service contracts of specified directors and specified executives referred to in Note 21 that are not recognised as liabilities and are not included in the directors' or executives' remuneration.

25. Events occurring after the balance sheet date

No matter or circumstance has arisen since the end of the financial year that has significantly affected or may significantly affect the operations of the company, the results of the operations or the state of affairs of the company in financial years subsequent to 30 June 2009.

	2009$	2008$
26. Reconciliation of profit / (loss) after income tax to net cash flows from operating activities
Profit / (loss) for the year	(655,931)	(954,729)
Depreciation and amortisationExploration abandonedTax related balances recognised directly in equityImpairment of available-for-sale financial assetsChanges in operating assets and liabilities:	12,38785,193(462,000)910,000	9,3757,9425,1821,575,000
(Increase) / decrease in receivables(Increase) / decrease in prepayments(Increase) / decrease in deferred tax assetsIncrease / (decrease) in income tax payableIncrease / (decrease) in deferred tax liabilitiesIncrease / (decrease) in payables	(184,211)1,318--182,76512,527	1,3041,708123,068(1,854,772)(538,353)16,749
Net cash outflow from operating activities	(97,952)	(1,607,526)

27. Earnings per share	2009	2008
(a) Basic earnings per share	Cents	Cents
Profit attributable to the ordinary equity holders of the company	(0.85)	(1.39)
(b) Diluted earnings per share
Profit attributable to the ordinary equity holders of the company	(0.85)	(1.39)
(c) Reconciliations of earnings used in calculating earnings per share	2009$	2008$

Basic earnings per shareProfit attributable to ordinary equity holders of the company used in calculatingbasic earnings per share	(655,931)	(954,729)
Diluted earnings per shareProfit attributable to ordinary equity holders of the company used in calculatingbasic earnings per share	(655,931)	(954,729)
(d) Weighted average number of shares used as the denominator	2009Number	2008Number
Weighted average number of ordinary shares used as the denominator incalculating basic earnings per shareAdjustments for calculation of diluted earnings per share:Options	76,993,688-	68,465,387-
Weighted average number of ordinary shares and potentialordinary shares used asthe denominator in calculating dilutedearnings per share	76,993,688	68,465,387

(e) Information concerning the classification of securities

Options

Options on issue that are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in Note 28.

28. Share based payments

During the previous financial year Superior Resources Limited granted 5,000,000 options to Directors and associates for no consideration. 4,000,000 of the options expire on 30 June 2011 and are exercisable at $0.50. 1,000,000 of the options expire on 31 December 2010 and are exercisable at $0.30.

Options carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share.

Set out below is a summary of options granted:

Issue	Grant date	Exerciseprice	Balance atstart of theyearNumber	Grantedduring theyearNumber	Exercisedduring theyearNumber	Expiredduringthe yearNumber	Balance atend of theyearNumber	Exercisableat end of theyearNumber
A	19/03/2007 30/06/2011	$0.50	4,000,000	-	-	-	4,000,000	4,000,000
B	17/05/2007 30/06/2011	$0.50	600,000	-	-	-	600,000	600,000
C	21/09/2007 30/06/2011	$0.50	4,000,000	-	-	-	4,000,000	4,000,000
D	30/10/2007 31/12/2010	$0.30	1,000,000	-	-	-	1,000,000	1,000,000

The weighted average remaining contractual life of share options outstanding at the end of the period was 1.95 years (2008 – 2.95 years).

Fair value of options granted

The assessed fair value at grant date of options granted was determined by Directors using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share and the risk-free interest rate for the term of the option.

The model inputs for options granted include:

Issue A

(a) options are granted for no consideration. Options vest and are exercisable immediately. (b) exercise price $0.50 (c) grant date: 19/3/2007 (d) expiry date: 30/06/2011 (e) share price at grant date: $0.20 (f) expected volatility of the shares: 10% (g) risk-free interest rate: 6.5%

Issue B

(a) options are granted for no consideration. Options vest and are exercisable immediately. (b) exercise price $0.50 (c) grant date: 17/5/2007 (d) expiry date: 30/06/2011 (e) share price at grant date: $0.20 (f) expected volatility of the shares: 10% (g) risk-free interest rate: 6.5%

28. Share based payments (continued)

Issue C

(a) options are granted for no consideration. Options vest and are exercisable immediately.

(b) exercise price $0.50
(c) grant date: 21/9/2007
(d) expiry date: 30/06/2011
(e) share price at grant date: $0.20
(f) expected volatility of the shares: 10%
(g) risk-free interest rate: 6.5%

Issue D

(a) options are granted for no consideration. Options vest and are exercisable immediately. (b) exercise price $0.30 (c) grant date: 30/10/2007 (d) expiry date: 31/12/2010 (e) share price at grant date: $0.20 (f) expected volatility of the shares: 10%

(g) risk-free interest rate: 7%

Expenses arising from share-based payment transactions

Total expenses arising from share -based payment transactions recognised during the period as part of exploration expenditure were as follows:

	2009$	2008$
Options issued	-	-
29. Related party transactions
(a)Transactions with related parties
The following transactions occurred with related parties:
Payments for office rent and administration services from otherrelated parties	47,494	30,540
(b) Outstanding balances arising from sales / purchases of goods and services
The following balances are outstanding at the reporting date in relation to transactions with related parties:

Current payables Other related parties 10,664 5,089

	2009$	2008$
30. Employee benefits
Employee entitlementsCurrent –Payable (Note 15)	25,161	13,419

Number of employees : 1 (2008: 1)

31. Entity details

The registered office of the company is:

Level 2, 87 Wickham Terrace Spring Hill QLD 4000 Ph (07) 3839 5099

The principle place of business of the company is:

Level 2, 87 Wickham Terrace Spring Hill QLD 4000 Ph (07) 3839 5099

Directors' Declaration

The Directors declare that the financial statements and notes set out on pages 34 to 58:

(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory financial reporting requirements; and
(b) give a true and fair view of the company's financial position as at 30 June 2009 and of its performance, as represented by the results of its operations and its cash flows, for the year ended on that date.

In the Directors' opinion:

(a) the financial statements and notes are in accordance with the Corporations Act 2001; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

The Directors have been given the declarations by the Managing Director and Chief Financial Officer (or equivalent) required by section 295A of the Corporations Act 2001.

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

L J Litzow Chairman

Brisbane, 24 September 2009

Independent Auditor's Report to the members of Superior Resources Limited

We have audited the accompanying financial report of Superior Resources Limited ("the company"). The financial report comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the Directors' declaration.

Directors' Responsibility for the Financial Report and the AASB 124 Remuneration Disclosures contained in the Directors' Report

The Directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

In Note 1, the Directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor's Responsibility

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

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

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

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SUPERIOR RESOURCES LIMITED (continued)

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor's opinion

In our opinion,

(a) the financial report of Superior Resources Limited is in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the company's financial position as at 30 June 2009 and of its performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Inherent Uncertainty regarding capitalised Exploration Expenditure

Without qualification to the audit opinion expressed above, attention is drawn to the following matter:

As a result of the matter described in Note 3 to the financial statements, there is uncertainty as to whether the company will be able to recover the carrying value of exploration expenditure for the amount recorded in the financial report. The ultimate recovery of the carrying value of exploration expenditure, and future exploration expenditure, is dependent upon the successful development and commercial exploitation or, alternatively, sale of the interests in the tenements.

Report on the Remuneration Report

We have audited the Remuneration Report included on pages 19 to 21 of the Directors' Report for the year ended 30 June 2009. The Directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor's opinion

In our opinion the Remuneration Report of Superior Resources Limited for the year ended 30 June 2009 complies with section 300A of the Corporations Act 2001.

Hacketts DFK L J Murphy

Partner

Brisbane, 24 September 2009

Shareholder Information

The information set out below was applicable at 4 September 2009.

A. DISTRIBUTION OF EQUITY SECURITIES

Analysis of numbers of equity security holders by size of holding:

Class of security - ordinary shares

Range	Number of holders
1 - 1,000	4
1,001 - 5,000	13
5,001 - 10,000	169
10,001 - 100,000	259
100,001 and over	70
	515

There were 25 shareholders of less than a marketable parcel of 7,143 ordinary shares.

B. EQUITY SECURITY HOLDERS

Twenty largest equity security holders

The names of the twenty largest holders of equity securities are listed below:

	Ordinary shares
Name	Number held	Percentage ofissued shares
Dr Leon Eugene Pretorius	8,000,000	10.39
Kenneth James Harvey & Elizabeth Ann Harvey	5,149,964	6.69
Mrs Wenzhen Zhang	3,632,834	4.72
Terra Search Pty Ltd	3,025,000	3.90
Huang Yu-Hsiang	2,900,000	3.77
Simon David Beams	2,866,668	3.72
Terry Taylor & Lynda Louise Taylor	2,833,336	3.68
Weir River Consulting Pty Ltd	2,300,002	2.99
Spills Australia Pty Ltd	1,666,668	2.16
David John Horton & Rosalind Denise Horton	1,575,000	2.05
Mr Anthony James Alston & Mr Loughlan Anthony Alston	1,520,000	1.97
Carlos Alberto Fernicola & Kerrie Alison Fernicola	1,450,000	1.88
Donald Cameron McIntosh	1,223,334	1.59
Locdale Pty Ltd	1,200,000	1.56
Busker's End Pty Limited	1,200,000	1.56
Mr Chris Gibson	1,200,000	1.56
Anthony John Fawdon & Rosemarie Monica Fawdon	1,100,002	1.43
Horton Family Super Pty Ltd	1,075,000	1.40
Palatine Holdings Pty Ltd	1,000,000	1.30
Pinegold Pty Ltd	1,000,000	1.30
Deerwood Pty Ltd	1,000,000	1.30
Presenter Pty Ltd	1,000,000	1.30
	47,917,826	62.24

Unquoted equity securities

Unquoted options	Number on issue	Number of holders
Unlisted $0.30 options exercisable on or before 31 December 2010	1,000,000	1
Unlisted $0.50 options exercisable on or before 30 June 2011	8,600,000	5

Holders of greater that 20% of the unquoted equity securities

Unlisted $0.30 options exercisable on or before 31 December 2010

		Percentage of
Name	Number	unquoted
Martin Place Securities Pty Ltd	1,000,000	100
Unlisted $0.50 options exercisable on or before 30 June 2011

Name Number Percentage of unquoted Kenneth James Harvey David John Horton Ms Elizabeth Valerie Litzow 4,000,000 46.51 2,000,000 23.26 2,000,000 23.26

Ordinary shares subject to escrow

NumberNumber of holders
9,535,00411

Options over ordinary shares

9,600,0006	NumberNumber of holders

C. SUBSTANTIAL HOLDERS

Substantial holders of the company's securities are set out below:

	Ordinary sharesPercentage ofNumber heldissued shares
Shareholder
Leon Eugene Pretorius	8,000,000	10.39
Simon David Beams	6,141,668	7.98
Kenneth James Harvey	5,179,964	6.73

D. VOTING RIGHTS

The voting rights attaching to each class of equity securities are set out below

(a) Ordinary shares

On a show of hands each member present at a meeting in person or by proxy shall have one vote and on a poll each share shall have one vote.

(b) Options

No voting rights.

Tenement Schedule

Current tenements held by Superior Resources Limited as at 5 September 2009. All tenements are located in Queensland and are Exploration Permits for Minerals held for all minerals other than coal. All tenements are held by Superior Resources Limited as the principal and sole holder with 100% unencumbered share.

Identification	Name	Date of Grant	Date of Expiry	Sub Blocks	Area
DAJARRA PROJECT
EPM15040	Sulieman Creek	28 March 2006	27 March 2011	100	300 km²
EPM15046	Smoky Creek	28 February 2006	27 February 2011	41	123 km²
EPM15219	Cottonbush No 1	30 January 2007	29 January 2012	50	150 km²
EPM15328	Upper Smoky	30 January 2007	29 January 2012	50	150 km²
EPM15329	West Smoky	30 January 2007	29 January 2012	38	114 km²
EPM16029	Sulieman South	30 November 2007	29 November 2012	55	165 km²
INCA PROJECT
EPM15044	Inca Creek	28 March 2006	27 March 2011	25	75 km²
EPM15732	Inca Creek 2	25 September 2007	24 September 2012	50	150 km²
EPM16027	Buckley River	19 September 2008	18 September 2013	100	300 km²
MYALLY PROJECT
EPM15043	Myally Creek	28 March 2006	27 March 2011	25	75 km²
NICHOLSON PROJECT
EPM15670	Hedleys 2	21 August 2006	20 August 2011	62	186 km²
EPM18203	Hedleys South	Application		100	300 km²
VICTOR PROJECT
EPM16028	Victor Creek	16 September 2008	15 September 2013	91	273 km²
WONOMO PROJECT
EPM16995	Little Sulieman	Application		100	300 km²
EPM17012	Wills Creek	Application		300	900 km²

Superior Resources Limited

Level 2, 87 Wickham Terrace Spring Hill, Queensland, 4000

Telephone: 07 3839 5099 Facsimile: 07 3832 5300 Email: [email protected]

AI assistant

SUPERIOR RESOURCES LIMITED — Annual Report 2009

65848_rns_2009-09-24_f1f779f1-4699-497a-b479-a02d85ed41dd.pdf

Contents Corporate Directory

Company

Share Registry

Auditor

Solicitors

Directors

Corporate Secretary

Stock Exchange

Chairman's Review 2009

Corporate Review

COMPANY BACKGROUND

CORPORATE PHILOSOPHY

Operations Report

INTRODUCTION

Projects and Tenements

Exploration

Dajarra Project

Table 1: Elizabeth Prospect - Drill Hole Details

Nicholson Project

Walford South Base Metal Prospect

Table 3: Walford South Prospect – Strongly Pyritic Shale Intervals.

Victor Project

Kingfisher Copper Prospect

Inca Project

Flora Prospect

Table 4: Flora Prospect Drill Hole Details.

Buckley Prospect

Myally Project

Wonomo Project

Business Objectives Statement

Exploration Expenditures – Actual Versus Proposed

Directors' Report

Directors

Principal activities

Dividends

Review of operations

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely Developments and Expected Results from Operations

Environmental regulation

Information on Directors

Experience and expertise

Other current directorships

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

Kenneth James Harvey M.Sc, MAusIMM, MAIG, MSEG, MGSA. Managing director. Age 64

Experience and expertise

Other current directorships

Former directorships in last 3 years None.

Special responsibilities

Interests in shares and options

Interests in shares and options

Company Secretary

Meetings of Directors

Board

Audit Committee

DIRECTORS' REPORT (continued)

Remuneration report

A Principles used to determine the nature and amount of remuneration

Non-executive directors

Directors' fees

Executive pay

B Details of remuneration

Amounts of remuneration

B Details of remuneration (continued)

C Service agreements

K J Harvey, Managing Director

D Share-based compensation

Options

Shares under option

Insurance of officers

Proceedings on behalf of the company

Auditor

Non-audit services

DIRECTORS' REPORT (continued)

Non-audit services (continued)

SUPERIOR RESOURCES LIMITED Annual Report 2009