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Superior Resources Limited ABN 72 112 844 407

ANNUAL REPORT 2012

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Superior Resources Limited

ABN 72 112 844 407

Contents
Chairman's Review 2012	1
Corporate Review	2
Operations Report	3
Directors' Report Auditor's Independence Declaration	21 30
Corporate Governance Statement	32
Financial Report	44

Directors' Declaration	74
Independent Auditor's Report	75
Shareholder Information	77
Tenement Schedule	79

Corporate Directory

Company

SUPERIOR RESOURCES LIMITED ABN 72 112 844 407

Registered Office & Principle 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

Directors

Kenneth James Harvey David John Horton Peter Henry Hwang

Corporate Secretary Carlos Alberto Fernicola

Stock Exchange

ASX LIMITED ASX Code: SPQ

Share Registry

LINK MARKET SERVICES LIMITED ANZ Building Level 15, 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

Lawler Hacketts Audit Level 3, 549 Queen Street Brisbane, Queensland, 4000

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

Superior Resources Limited

Chairman’s Review 2012

During the 2011 / 2012 financial year, Superior Resources Limited (“Superior”) concentrated most of its efforts on exploring for Palaeozoic volcanogenic massive sulphide (VMS) copper, gold, zinc and silver mineralisation at its One Mile Mining Lease in northeast Queensland. This has come at the expense of exploration for large Mount Isa style base metal deposits in northwest Queensland where activity has continued but at a reduced rate.

Exploration at One Mile has been successful in that it has shown the massive sulphide body extends at depth well to the south of previous drill holes. More importantly, drill hole intersection widths and grades continue to improve and the gold to copper ratio in the mineralisation is quite high indicating that any ore bodies likely to be found here might be considered as gold deposits with base metal credits rather than the other way around. In addition, recent work has identified numerous additional prospects in the surrounding area which is currently under application by Superior. Field work on these prospects cannot begin until the exploration permit is granted. Nevertheless, exploration of the One Mile Mining Lease is continuing.

Superior still holds a number of exploration permits in the Mount Isa region of northwest Queensland. These permits hold good potential for the discovery of large Mount Isa copper-leadzinc style deposits and the company proposes to continue exploration for this style of deposit as the available funding allows.

Superior has also entered into a joint venture agreement, which is subject to preconditions, over the Tick Hill Gold Project in northwest Queensland. Previous mining of the Tick Hill gold deposit extracted high-grade ore (22.6 g/t Au) for a total production of513,000 ounces of gold. Once the preconditions are met, Superior's proposed exploration target is for offsets or extensions of the Tick Hill ore body based on the interpretation that the original ore body is truncated at depth by a fault. Exploration of Tick Hill is consistent with Superior's aim of the discovery of significant mineral deposits.

During the year commodity prices have eased and this has been reflected in the general decrease in share prices of resource stocks. In turn, this has meant that capital raising to fund exploration has become more challenging. Recently Superior completed a capital raising through a share purchase plan to provide funding for exploration although additional capital will be needed to complete its planned exploration programs.

A paring back of activity within the resources sector presents new opportunities. Another benefit is the increased availability of staffing and equipment making it easier to conduct field exploration. Superior, while remaining alert to the possibility for new opportunities, will maintain its focus on the current planned exploration programs.

Many of the changes that have occurred during the year are reflected in a more sombre mood but many positives still remain. The encouraging results gained from exploration during this past year provide the opportunity to look forward to the results from the exploration planned in the coming year.

David John Horton Chairman

Annual Report 2012

Corporate Review

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COMPANY BACKGROUND

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

Superior holds a number of exploration permits, exploration permit applications and a granted mining lease (One Mile) in northest Queensland for base metal exploration. Superior also has a farm-in agreement, for gold, on three mining leases at Tick Hill in northwest Queensland.

Superior's principal activity during the 2011-2012 year has been exploration for copper, gold, zinc and silver at the One Mile Mining Lease in northeast Queensland. Additional exploration has also been undertaken for major base metal deposits of the Mount Isa style in Proterozoic rocks in northwest Queensland.

CORPORATE PHILOSOPHY

Superior's objective is to increase shareholder value through the discovery of significant mineral deposits. Superior intends to do this by a strong focus on exploration for particular deposit styles in area with high potential for these deposits.

Superior's has selected three principal target types to achieve its objectives. These are volcanogenic massive sulphide (VMS) copper-gold-zinc-silver deposits, Mount Isa copper and lead-zinc-silver deposits and Tick Hill gold deposits. All deposit styles are consistent with Superior's aim of discovery of significant mineral deposits.

Superior Resources Limited

Operations Report

INTRODUCTION

During the 2011 – 2012 year Superior had some success at its One Mile Project in northeast Queensland with improving widths and grades in drill intersections on the massive sulphide body. These results give greater confidence that an economic discovery may be made in the area. However, more exploration will be required for this to be achieved.

The 2011 – 2012 year has seen the easing of commodity prices and an associated decrease in the prices of resource shares. Capital raising for exploration has become more difficult. Superior has recently raised some capital for exploration through a share purchase plan but additional capital will be needed to complete currently planned programs. The alternative is to scale back activities until

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138° E Walford Creek (Pb,Zn,Ag) 140° E
15670
18° S 18203
Nicholson Project Bluebush (Pb,Zn,Ag)
Century (Pb,Zn,Ag)
Highland Plains (Ph) 0 1000km
Grevillea (Pb,Zn,Ag)
16028 Victor Project
Undilla Project
18840
19097
19214 Lady Jayne (Ph)
D-Tree (Ph)
Lady Loretta (Pb,Zn,Ag)
Camooweal 18843 15732 Lady Annie (Ph)
20° S
20° S
16027
Inca Project Dugald River (Pb,Zn,Ag)
Sherrin Creek (Ph)
Ernest Henry (Cu)
Hilton (Pb,Zn,Ag) Rocklands (Cu)
NORTHERN Mount Isa (Pb,Zn,Ag) Cloncurry
Mount Isa (Cu) Mount Isa
TERRITORY
QUEENSLAND
Tick Hill
Gold Project
Dajarra 19552
Ardmore (Ph)
15040 Phosphate Hill (Ph) Cannington (Pb,Zn,Ag)
Steamboat (Ph)
15329 Pegmont (Pb,Zn,Ag) 22° S
22° S0 50 100km 1699517012 Osborne (Cu)
15046
LEGEND
18542 Dajarra Project
Exploration Permit - granted
Exploration Permit - application
Base metal mine or deposit
Boulia
Phosphate mine or deposit
140° E N
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Figure 1: Superior Resources Limited – project and tenement locations in northwest Queensland.

Annual Report 2012

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144° E 145° E 146° E
Mount Garnet
18° S
0 1000km
Cassidy Project
19247
Einasleigh Ingham N
(Cu)
18987 Ingham
Balcooma
(Cu,Pb,Zn,Ag) Cockie Project
Kidston 18987
Cockie Creek Copper Prospect
(Au)
19° S Greenvale 19° S
18987 Greenvale
(Ni)
0 25 50km
Ml6750
LEGEND One Mile Ben Lomond TOWNSVILLE
(U)
Exploration Permit - application
Mine or deposit
145° E 146° E
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Figure 2: Superior Resources Limited – project and tenement locations in northeast Queensland.

conditions improve. The value of Superior's investment in Deep Yellow Limited has also been impacted by the fall in share prices and is worth considerably less than reported last year.

On a positive note, most commodity prices are still high in historical terms and the pressure on staffing and equipment has eased making it easier to access exploration services. Additional opportunities may also result from the downturn.

Superior's aim is to increase shareholder value through the discovery of significant mineral deposits. Superior proposes to do this by a strong focus on exploration for particular deposit styles in areas with high potential for these deposits. Superior has maintained this approach during the year.

Since early 2011 most of Superior's efforts have been focussed on exploration for Palaeozoic volcanogenic massive sulphide (VMS) copper-gold deposits at the One Mile Project in northeast Queensland. This has come at the expense of exploration for large Mount Isa style base metal deposits in northwest Queensland where activity has been continued but at a reduced rate.

The exploration at One Mile has been partly successful in that it has shown the massive sulphide body to extend well to the south of the outcropping gossan, drill hole intersection widths and grades continue to improve, the gold to copper ratio in the mineralisation is favourable and the work has identified a number of additional interesting prospects in the surrounding area. The focus on exploration of the One Mile area therefore continues.

Superior still holds a number of exploration permits in northwest Queensland with potential for discovery of large Mount Isa style deposits and Superior proposes to continue exploration for this deposit style as the available funding allows.

Superior has also entered into a joint venture agreement, which is subject to preconditions, over the Tick Hill Gold Project in northwest Queensland. Previous mining of the Tick Hill gold deposit extracted an orebody of limited size but of very high gold grade. Proposed exploration is for a similar deposit style when the preconditions are met. Exploration of Tick Hill is consistent with Superior's aim of discovery of significant mineral deposits.

Superior's current tenement situation in northwest and northeast Queensland is shown in Figures 1 and 2 respectively.

Superior Resources Limited

Palaeozoic Volcanogenic Massive Sulphide Copper-Gold-Zinc-Silver Deposits

The Cambro-Ordovician volcano-sedimentary sequences in eastern Australia have potential for volcanogenic massive sulphide (VMS) deposits of copper-lead-zinc-silver-gold and deposits of this type occur in the Charters Towers and Greenvale areas of northeast Queensland (eg. Thalanga, Reward and Balcooma deposits).

Superior purchased the One Mile Mining Lease (ML6750) in the Greenvale area of northeast Queensland some 210km westnorthwest of Townsville early in 2011. The mining lease covers two gossan horizons that were drilled by MIM Exploration in the early 1990s and were shown to be reflecting massive pyrite at depth. The mineralisation is of the VMS type.

In mid 2012 Superior also acquired the exploration rights to the area surrounding the One Mile Mining Lease from Copper Strike Limited (CSE). Superior and CSE had both applied for the area as an

exploration permit and CSE's application had been given priority. Superior issued 1 million ordinary shares to CSE in exchange for CSE abandoning its exploration permit application (EPMA) thereby allowing EPMA18987, “Cockie Creek”, held by Superior, to proceed to grant. Acquisition of the exploration rights provides Superior with additional potential for discovery in the area surrounding One Mile.

Superior's exploration program at One Mile during the 2011 – 2012 year has included both drilling targeting the massive sulphide body beneath the gossans and ferruginous lode outcrops within the mining lease as well as compilation and interpretation work of historical data on the area surrounding the mining lease to determine targets for exploration once EPMA18987 is granted. At this stage it appears unlikely that EPMA18987 will be granted until early 2013.

Superior's exploration within the One Mile Mining Lease included two drilling programs. Hole locations and other details from both programs are included in Table 1 and hole collar locations are plotted on a magnetic image in Figure 3.

Table 1: ML6750 “One Mile” – Drill hole collar locations and other details.

Hole No	North*	East*	RL	Depth	Dip	Azimuth
	(MGA Zone 55)	(MGA Zone 55)	(metres)	(metres)	(°)	(°Magnetic)
SPOM001	7901699.978	262244.470	559.083	156	-60	105
SPOM002	7901638.479	262286.146	559.823	90	-60	105
SPOM003	7901729.971	262109.865	558.259	378.8	-60	105
SPOM004	7901571.995	261962.686	563.304	447.0	-60	105
SPOM005	7901763.975	262255.134	561.192	90	-60	105
SPOM006	7901791.377	262317.345	573.281	96	-90	0
SPOM007	7901529.580	262082.283	563.371	150	-60	105
SPOM008	7902436.446	262569.284	582.750	146	-60	285
SPOM009	7902473.203	262463.696	573.230	102	-60	105
SPOM010	7901594.296	262112.979	559.430	290	-60	105
SPOM011	7901619.165	262201.810	557.891	156	-60	105
SPOM012	7901664.617	262100.811	558.573	278.3	-60	105
SPOM013	7901540.043	262037.798	564.427	180	-60	105
SPOM014	7901614.718	262054.320	560.931	222	-60	105
SPOM015	7901853.724	262198.043	561.050	141.5	-61	83.5
SPOM016	7901485.348	261915.910	569.707	306.7	-70	110
SPOM017	7901439.571	262028.616	569.901	126	-60	105
SPOM018	7901370.451	261943.944	570.690	126	-60	105
SPOM019	7901573.918	261958.148	563.254	210	-70	105
SPOM020	7901673.385	262281.772	558.821	92	-60	105
SPOM021	7901739.736	262319.462	571.320	102	-75	105
SPOM022	7901794.665	262319.626	573.519	138	-72	105
SPOM023	7901487.769	261910.419	569.222	472.7	-80	105
SPOM024	7901674.763	262278.426	558.723	108	-65	105
SPOM025	7901602.928	262256.318	555.070	72	-67.5	105
SPOM026	7901926.391	262301.575	575.651	114	-60	263.5
SPOMWB01	7901773.296	262257.935	561.669	43	-90	0

Hole locations established by Trimble DGPS

Annual Report 2012

The drilling programs completed at One Mile indicate that the width and grade of the sulphide mineralisation at One Mile increases at depth to the south. This is shown by hole SPOM023 which was drilled on cross-section 1850N (local grid) (Figure 4) at the southern end of the drilled area. This hole intersected a wide pyritic alteration zone of 123.7m with an average grade of 12.24% sulphur (equivalent to a calculated 22.9% pyrite content) including a zone of massive and semi-massive sulphides containing narrow zones of copper, gold, zinc and silver mineralisation (Photographs 1 and 2). The equivalent copper grade for these intervals is calculated at about 1.5% using

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Magnetics
High
Low
26
15 22
6
21
5
1 20
3
24
12 2
11
25
10
14
7
19 4 13
17
16
23
18
ML6750
LEGEND
Gossan Outcrop
Gossanous Lode
SPQ Drill Hole 0 200 400m
MIM Drill Hole
N
7902500 N
7902000 N
7901500 N
7901000 N
263000
E
262000 E
262500
E
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current metal prices. Whilst the grades in hole SPOM023 are subeconomic, the samples from the drill hole show an environment which is very favourable for volcanogenic massive sulphide (VMS) deposits.

All drill hole intersections, within the massive and semi-massive sulphide zone at One Mile, are summarised on the long-section in Figure 5. This section highlights the southwesterly plunge of the mineralised body.

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1600 E 1700 E 1800 E 1900 E
R.L. (metres)
600 Gossanous
Lode Outcrop
500
Pyritic
Alteration
Zone
Hangingwall
Metavolcanics Footwall
Metavolcanics
400
3.7m @ 0.47% Cu, 0.40g/t Au,
0.14% Zn, 4.2g/t Ag
(0.83% Cu equivalent)
Zone of
Massive and
300 Semi-Massive
Pyrite Lenses 21.3m @ 0.31% Cu, 0.43g/t Au,
0.98% Zn, 4.9g/t Ag
incl.3.3m @ 0.54% Cu, 0.63g/t Au,
2.16% Zn, 8.3g/t Ag
(1.59% Cu equivalent)
200 Interpreted extension and
of sulphide zone at depth
5.2m @ 0.51% Cu, 0.64g/t Au,
1.77% Zn, 7.3g/t Ag
One Mile (1.46% Cu equivalent)
Cross Section 1850N
100 0 50 100m
4.50% S
24.15% S
3.45% S
SPOM023SPOM016 SPOM017
3.19% S
5.45% S
25.08% S
(22.9% Pyrite)12.24% S
4.88% S
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Figure 4: Interpreted geological cross-section 1850N at the One Mile Mining Lease showing the recent drilling. The section shows the increase in grade and width of the sulphide zone at depth. The bottom 124m of hole SPOM023, which averages 12.24% sulphur, equivalent to 22.9% pyrite, indicates the widening of the alteration zone enclosing the mineralisation at depth.

Figure 3: One Mile Mining Lease – drill holes on ground magnetic image (RTP).

Superior Resources Limited

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2,000 N 2,200 N 2,400 N
R.L. (metres)
600 Gossanous Lode Gossan
8m @ 0.14g/t Au
Soil Cover
2
No Massive Sulphides 17 13m @ 0.22g/t Au
500 18
MIM3
0.08g/t Au, 0.17% Zn4m @ 0.14% Cu, 7 0.37g/t Au, 0.19% Zn8m @ 0.32% Cu, 1 0.05g/t Au, 0.14% Zn12m @ 0.16% Cu, Disseminated Sulphides
Pyritic Lode 11
8m @ 0.24% Cu, 13 3.8m @ 0.20% Cu,
400 0.28g/t Au, 0.19% Zn 0.24g/t Au, 0.02% Zn
6.25m @ 0.24% Cu, 10 12 MIM2
0.19g/t Au, 0.26% Zn MIM1 Massive No Sulphides
4 Sulphides
3.7m @ 0.47% Cu, 16
300 0.40g/t Au, 0.14% Zn 3
13.6m @ 0.31% Cu, No Massive Sulphides
0.31g/t Au, 0.91% Zn
21.3m @ 0.31% Cu,
0.43g/t Au, 0.98% Zn
200
23 LEGEND
8m @ 0.32% Cu,
0.37g/t Au, 0.19% Zn SPQ Drillhole
11 Showing Assay Results
100 MIM1 MIM Drillhole
0 100 200m
1,600 N 1,800 N
(oxidised)
?
(Boundary unknown)
Possible massive and semi-massive sulphide boundary
?
?
Increasing width and
Cu, Au & Zn grades
?
?
(Boundary unknown)
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Figure 5: Long section through the One Mile Mining Lease showing projected drill hole intersection points through the sulphide body, the apparent southerly plunge of the sulphide body and the increasing width and grade of the sulphide body at depth to the south.

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Pyrite
Pyrite
Chalcopyrite
Sphalerite
Pyrite Pyrite
One Mile One Mile
SPOM023 SPOM023
1 cm Massive SulphideCopper 1 cm Massive SulphideZinc
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Photograph 1: Close-up photograph of halved NQ drill core from drill hole SPOM023 showing chalcopyrite (CuFeS ) (yellow) in coarse-grained massive 2 pyrite (FeS ) (silver-grey).2

Photograph 2: Close-up photograph of halved NQ drill core from drill hole SPOM023 showing sphalerite (ZnS) (brown) in coarse-grained massive pyrite (FeS ) (silver-grey).2

Annual Report 2012

Compilation and interpretation of historical data in the area surrounding the One Mile Mining Lease is progressing well. To date this work has identified a number of prospective areas for further work when EPMA18987 is granted.

These prospective areas include the Cockie Creek Porphyry Copper Prospect located about 5km northeast of One Mile as well as a number of geophysical anomalies in the area immediately surrounding the One Mile Mining Lease.

The Cockie Creek porphyry copper prospect has previously been explored by MIM Exploration and Beacon Minerals with a total of 62 drill holes completed. The better intersections from this work, based on a cutoff of 0.2% Cu, are shown in Table 2. These intersections extend over a strike length in excess of 500m.

The wide intersections of copper mineralisation at Cockie Creek and the presence of adjacent soil copper geochemical anomalies which have not been drilled indicate potential for further discovery of copper in this area.

Compilation and interpretation of historical geophysical data has identified a number of prospective targets in the area surrounding the One Mile Mining Lease (Figure 6). These include coincident Induced Polarisation (IP) (Figure 7) and Versatile Time-Domain Electromagnetics (VTEM) (Figure 8) anomalies at the Atkinson target zone which lies along the western side of the mining lease and relatively close to the One Mile sulphide body.

Among the other prospective targets is the North target zone where a prominent gossan outcrop (Photograph 3) is associated with a weak conductivity anomaly interpreted from VTEM data. The gossan is similar in appearance to the gossan on the One Mile Mining Lease and it is likely to be reflecting massive sulphides at depth.

None of the identified target zones have previously been drilled and they further enhance the potential of the One Mile area for the discovery of a significant volcanogenic massive sulphide (VMS) deposit.

Table 2: Cockie Creek Porphyry Copper Prospect – Better historical drill hole intersections

Hole No	East	North	From	To	Length	Cu	Au	Mo
	(MGA Zone 55)	(MGA Zone 55)	(metres)	(metres)	(metres)	(%)	(g/t)	(ppm)
CRC001	267440	7904335	3	36	33	0.32	0.07	8
CRC002	267380	7904295	0	68	68	0.74	0.12	92
CRC003	267267	7904270	20	67	47	0.38	0.09	52
CRC006	267465	7904311	44	84	40	0.35	0.08	8
CRC008	267394	7904315	0	19	19	0.54	0.16	14
CRC009	267356	7904243	66	163	97	0.48	0.07	114
CRC010	267353	7904283	11	85	74	0.42	0.08	78
CRC011	267320	7904295	1	80	79	0.45	0.06	76
CRC012	267301	7904276	52	79	27	0.47	0.10	88
CRC013	267080	7904216	1	46	45	0.38	0.08	16
CRC014	267019	7904155	15	56	41	0.50	0.10	48
CRC017	267378	7904226	121	215	94	0.53	0.08	99
CRC018	267422	7904267	59	90	31	0.54	0.15	12
CRC021	267200	7904215	54	82	28	0.41	0.07	120
CRC022	267150	7904190	49	91	42	0.37	0.05	48
CRC023	267037	7904120	53	141	88	0.43	0.06	49
CRC026	266995	7904137	11	84	73	0.44	0.05	22
D1	267448	7904183	180	216	36	0.57	0.10	28
D2	267267	7904186	122	156	34	0.46	0.08	82
D3	267075	7904227	56	104	48	0.48	0.10	94
P4	267089	7904206	13	49	36	0.50	0.10	N/A
P10	267109	7904130	158	198	40	0.35	0.06	N/A
P11	267403	7904244	50	108	58	0.64	0.07	N/A
P12	267339	7904345	50	100	50	0.44	0.07	N/A
P16	267370	7904307	0	40	40	0.75	0.13	N/A
P22	267039	7904170	0	40	40	0.33	0.04	N/A
P24	266977	7904175	0	40	40	0.40	0.06	N/A
P28	266727	7904189	0	34	34	0.31	0.06	N/A

N/A – Not Assayed

Superior Resources Limited

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1000 E 1500 E 2000 E 2500 E
3500 N 3500 N
North
Fence
3000 N 3000 N
Dam
2500 N 2500 N
Main
Atkinson
2000 N 2000 N
South
EPMA18987
LEGEND
VTEM Anomaly
IP Anomaly
Gossan, Lode
1500 N 1500 N
23 SPQ Drill Hole ML6750
MIM Drill Hole
Laterite
0 250 500m
1000 E 1500 E 2000 E 2500 E
N
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Figure 6: One Mile Mining Lease and surrounds showing the new Atkinson, North, Dam and Fence target zones which have been interpreted from historical geophysical surveys and other data.

Annual Report 2012

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2700N
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
R.L. R.L.
(metres) Dam (metres)
-100 Anomaly -100
-200 -200
-300 -300
Atkinson Anomaly
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
2400N
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
R.L. R.L.
(metres) (metres)
-100 -100
-200 -200
-300 -300
Atkinson Anomaly Main Lode Anomaly
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
2200N
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
R.L. R.L.
(metres) (metres)
-100 -100
-200 -200
-300 Atkinson Main Lode -300
Anomaly Anomaly
1200 E 1400 E 1600 E 1800 E 2000 E 2200 E 2400 E 2600 E
CONTRACTOR: SEARCH EXPLORATION SERVICES
OPERATOR: PAUL McINNISTRANSMITTER: GDP-10 Normalised Chargeability
RECEIVER: GDP-16 0 100 200m
CONFIGURATION: DIPOLE - DIPOLEELECTRODE SPACING: 100M PSEUDOSECTIONS
Main Lode
Main Lode
Mining Lease Boundary Mining Lease Boundary
Mining Lease Boundary Mining Lease Boundary
Mining Lease Boundary Mining Lease Boundary
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Figure 7: One Mile Mining Lease - Chargeability pseudo-sections (effectively vertical sections through the ground) from the historical IP survey showing the anomalies at the Main, Atkinson and Dam target zones. The Atkinson and Dam anomalies are of a higher order than the anomaly over the Main target zone. The Atkinson anomaly lies at a depth of approximately 150m and close to the western boundary of the One Mile Mining Lease. The Dam anomaly which lies on the end of line 2700N indicates a shallow chargeable source at about 1000E to 1100E.

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Superior Resources Limited

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L1690 505,100N (Local)
196 500 E 197 000 E 197 500 E 198 000 E 198 500 E 199 000 E
R.L. (metres)
R.L. (metres)
500 500
250 250
Atkinson
Anomaly
0 0
L1670 504,950N (Local)
196 500 E 197 000 E 197 500 E 198 000 E 198 500 E 199 000 E
R.L. (metres)
R.L. (metres)
500 500
250 250
Atkinson
Anomaly
0 0
L1650 504,800N (Local)
196 500 E 197 000 E 197 500 E 198 000 E 198 500 E 199 000 E
R.L. (metres)
R.L. (metres)
500 500
250 250
Atkinson
Anomaly
0 0
VTEM survey completed by Beacon Minerals LimitedConductivities interpreted using EMaxAir with Sharpening ON ConductivityColour Bar One Mile Mining Lease
High VTEM Conductivity Sections
Grid Shown is Local VTEM Grid
L1650 to L1690
Common Point: 200,000E; 500,000N (Local) = 259,995E; 7,896,595N (MGA)
Local North = 46.9 degrees (MGA) Looking North
Local VTEM Grid
0 250 500m Low
mS per m
Main Lode
Main Lode
Main Lode
Mining Lease Boundary Mining Lease Boundary
Mining Lease Boundary Mining Lease Boundary
Mining Lease Boundary Mining Lease Boundary
----- End of picture text -----

Figure 8: One Mile Mining Lease - Modelled VTEM conductivity sections showing the conductivity anomaly associated with the Atkinson target zone. The apparent flat-lying attitude of the Atkinson anomaly is not real but a limitation of the interpretation method used. It is likely that the conductive body that causes the anomaly is steeply dipping and located near the centre of the anomaly and close to the western boundary of the One Mile Mining Lease. The flat-lying near surface conductive bodies shown in red are conductive surface clay layers due to weathering.

Annual Report 2012

==> picture [228 x 304] intentionally omitted <==

Photograph 3: The large gossan outcrop protruding from laterite at the North target zone. The gossan is likely to be reflecting massive sulphides at depth. It lies within EPMA18987 and has not been drilled.

==> picture [228 x 274] intentionally omitted <==

Proterozoic Mount Isa Style Copper and LeadZinc-Silver Deposits

Superior holds a number of exploration permits and exploration permit applications in northwest Queensland to explore for large Proterozoic copper and lead-zinc-silver deposits of the Mount Isa style.

Exploration on these areas in previous years has identified a number of prospect areas some of which have been drilled and some which remain to be drilled. The amount of drilling in future will be determined by Superior's ability to raise capital or make other arrangements for funding exploration.

Kingfisher Copper Prospect

At the Victor Project (EPM16028) northwest of Mount Isa, exploration at the Kingfisher Copper Prospect has located considerable outcropping copper mineralisation (Photograph 4) and a number of deeper drilling targets have been defined by a gravity survey (Figure 9). The prospect is within the high-preservation part of the Gregory 'Wild Rivers' area although it is many kilometres from the nearest river. Attempts to gain access to the area continued during the year but without success. The prospects for access in future appear to have improved following a change of government in early 2012 but progress is slow.

==> picture [227 x 171] intentionally omitted <==

Photograph 4: Kingfisher Copper Prospect – outcropping highgrade copper mineralisation in brecciated Proterozoic siltstones.

. . . exploring for Palaeozoic volcanogenic massive sulphide deposits

Annual Report 2012

==> picture [476 x 494] intentionally omitted <==

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

268000 E 270000 E EPM16028 272000 E
N
7879000 N 7879000 N
-9.4
-9.6
LEGEND -10.0-9.8
-10.2 TARGET 2
Drill Hole -10.4
-10.5
Copper Outcrop -10.7
Gravity contour( 0.1 mgal interval) Bouguer Gravity -10.9-11.7
(mgals)
EPM16028
TARGET 1
TARGET 3
7877000 N 7877000 N
Extensive
Cambrian Cover
TARGET 4
Extensive
Cambrian Cover
TARGET 6
7875000 N 7875000 N
TARGET 5
0 1km
268000 E 270000 E 272000 E
Anticlinal Axis
----- End of picture text -----

Figure 9: Kingfisher Copper Prospect – a Bouguer gravity image with target areas shown .

Harris Creek Prospect

The Harris Creek Exploration Permit (EPM18840), located to the south of the Kingfisher Copper Prospect, was granted during the year. The principal target within this area is a late channel airborne electromagnetic (AEM) anomaly (Figure 10) identified in a survey flown by a previous explorer.

The conductive source of the AEM anomaly is interpreted to be within Proterozoic sediments below about 200m of Cambrian cover sediments. The AEM anomaly lies partly within the Gregory 'Wild Rivers' high-preservation area. No field work has therefore been completed on the area and the future work program will depend on whether the Gregory 'Wild Rivers' area is varied to allow exploration to be completed.

Superior Resources Limited

==> picture [479 x 384] intentionally omitted <==

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

250 000 E 260 000 E 270 000 E
7 860 000 N 7 860 000 N
EPM18840
Gregory Wild Rivers
High Preservation Area
(6,805 sq kms)
Harris Creek
Geotem Anomaly
7 850 000 N 7 850 000 N
250 000 E 260 000 E 270 000 E
Data Source:
BHP Urandangi and Barkly Geotem DEEP
Geotem Deep Surveys N Channel 16X
0 2.5 5km
FAULT
----- End of picture text -----

Figure 10: EPM18840 “Harris Creek” – Geotem DEEP channel 16X image showing the Harris Creek anomaly, which is the principal target in the area.

Nicholson West Prospect

The Nicholson West Prospect lies within the Nicholson Project (EPM15670) approximately 350km north of Mount Isa. The prospect covers a VTEM anomaly (Figure 11) sourced from within the highlyprospective Mount Les Siltstone which lies within the Hedleys Graben.

The prospect was prepared for drilling in the second half of 2011 but the drilling was not completed because of access problems related to the heavy 2011 wet season, and the difficulties of securing a suitable rig for the drilling at that time.

Computer modelling of the VTEM data at Nicholson West (Figure 12) indicates the presence of a flat-lying to shallow-dipping conductive horizon as the source of the VTEM anomaly. This horizon which is at a depth of approximately 300m is at the interpreted position of the Mount Les Siltstone and below the Doomadgee Formation sediments which outcrop across the prospect area.

The current proposal for the Nicholson West area is to drill one vertical hole initially to establish the prospectivity of the area before additional drilling is completed.

The Mount Les Siltstone is host to Mount Isa style mineralisation at the Walford Creek Prospect located some 30km to the northeast of Nicholson West and low-grade copper, lead and zinc mineralisation occurs elsewhere along the outcrop of this unit.

Annual Report 2012

==> picture [429 x 607] intentionally omitted <==

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

184000 E 186000 E 188000 E 190000 E
8020000 N 8020000 N
N
0 1 2km
8018000 N 8018000 N
8016000 N 8016000 N
Lithological Anomaly
VTEM Anomaly
on Pandanus Siltstone
(Psap)
8014000 N 8014000 N
8012000 N 8012000 N
PDH
Drilling Target
VTEM Anomaly
in Mt Les Siltstone
(Pfl)
8010000 N 8010000 N
0.010
0.009
0.008
0.007
Lithological Anomaly 0.006
VTEM Anomaly 0.005
on Wallis Siltstone 0.004
(Psaw) 0.003
0.002
8008000 N 8008000 N
0.001
EPM15670 VTEM
(Channel 6340)
184000 E 186000 E 188000 E 190000 E
----- End of picture text -----

Figure 11: Nicholson West Prospect – VTEM channel 6340 anomaly and proposed drill hole (PDH).

Superior Resources Limited

==> picture [481 x 484] intentionally omitted <==

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

L51010 183 000 E
8010000 N 8011000 N 8012000 N 8013000 N 8014000 N
R.L. (metres) R.L. (metres)
0 0
-250 -250
-500 Conductivity Anomaly Target -500
L51020 184 000 E
8010000 N 8011000 N 8012000 N 8013000 N 8014000 N
R.L. (metres) PDH R.L. (metres)
0 0
-250 -250
400m
-500 Conductivity Anomaly Target -500
L51030 185 000 E
8010000 N 8011000 N 8012000 N 8013000 N 8014000 N
R.L. (metres) R.L. (metres)
0 0
-250 -250
-500 Conductivity Anomaly Target -500
L51040 186 000 E
8010000 N 8011000 N 8012000 N 8013000 N 8014000 N
R.L. (metres) R.L. (metres)
0 0
-250 -250
-500 -500
Interpreted conductivity sections derived from EMaxAir with sharpening on Conductivity
Standard colour stretch applied to each section 42.6 0 500 1000m
Stretch derived from Section 51030 and applied to all sections 20.0
16.0
10.5 Nicholson Project
2.6 VTEM Interpreted Conductivity Sections
mS per m
----- End of picture text -----

Figure 12: Nicholson West Prospect – Interpreted conductivity sections from Superior's VTEM survey showing the Nicholson West conductivity anomaly and the proposed drill hole (PDH).

Elizabeth Prospect

The Elizabeth Prospect is located in EPM15040 in the Dajarra Project area 150km south of Mount Isa.

The Elizabeth Prospect was first delineated as a series of high-order anomalies (Figure 13) in a VTEM survey completed during early stage work in the area. Subsequent drilling by Superior has shown that the VTEM anomalies result from steeply-dipping conductive sediments belonging to the graphitic Breakaway Shale unit of the Mount Isa Group and other graphitic units higher in the sequence.

Interpretation of the lithologies intersected in the drilling indicates that the Native Bee Siltstone and the Urquhart Shale units are also present at the Elizabeth Prospect. The Urquhart Shale unit is the host to the large copper and lead-zinc-silver orebodies at Mount Isa. This makes the Elizabeth Prospect of considerable interest.

The drilling has also intersected low-grade copper, lead and zinc values within some of the fine grained dolomitic sediments at Elizabeth.

Annual Report 2012

==> picture [480 x 668] intentionally omitted <==

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

332 000 E 23 334 000 E 336 000 E
Elizabeth Circular Feature
24 9 15
Elizabeth North
Limit of detailed VTEM
25
21
1
3
7 568 000 N 5 [14] 4 7 568 000 N
11
7 2 8 [12] 13
6 16
10
EPM15040
7 566 000 N 19 20 7 566 000 N
Area not held by
Superior Resources
18
17
Elizabeth South
Cambrian Cover
N
0 500m
7 564 000 N 7 564 000 N
Interpreted Geology
VTEM Channel 7828
Jayah Creek Metavolcanics Urquhart ShaleNative Bee SiltstoneBreakaway ShaleMoondarra Siltstone Warrina Park Quartzite
Western Fault
----- End of picture text -----

Figure 13: Elizabeth Prospect showing drill holes and interpreted geology over a VTEM Channel 7828 image.

Superior Resources Limited

Proterozoic Tick Hill Style Gold Deposits

Early in the 2011 – 2012 year Superior announced reaching agreement with Diatreme Resources Limited to farm into three granted mining leases at the Tick Hill Gold Project where previous mining by Carpentaria Gold Pty Ltd produced 513,333 ounces of gold from 705,000 tonnes of ore at a recovered grade of 22.6 g/t Au (Photograph 5). The agreement is conditional on a number of tenement administrative issues being resolved.

Superior's target at Tick Hill is a high-grade gold resource similar to that previously mined by Carpentaria Gold Pty Ltd.

Superior's work to date has focussed on a fault near the bottom of the previously mined area (Figure 14) which is interpreted to truncate and offset the gold mineralisation. This fault raises the prospect that the extension of the gold mineralisation may exist at depth in an offset position from the previously mined area. Superior proposes to drill to try to locate the offset gold shoot when the pre-conditions to the agreement are satisfied.

==> picture [229 x 172] intentionally omitted <==

Photograph 5: Tick Hill Gold Project – Tick Hill Gold Mine (circa 1993).

==> picture [244 x 302] intentionally omitted <==

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

2000N 1900N 1800N
1000RL
Open Pit
5800E 5800E
900RL
Gold Bearing
Lode Rock
5700E 5700E
800RL
Underground
Workings
2000N 1900N 1800N
Interpreted Fault
----- End of picture text -----

Figure 14: Tick Hill Gold Project – 3D view showing the open pit, underground workings, gold bearing lode rock (mined out) and interpreted fault that offsets the gold mineralisation at depth.

==> picture [69 x 35] intentionally omitted <==

K J Harvey

The information in this report that relates to Exploration Results is based on information compiled by Mr 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.

Superior Resources Limited

Directors’ Report

Your Directors present their report on Superior Resources Limited (“Superior”, “the company”) for the year ended 30 June 2012.

Directors

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

K J Harvey D J Horton P H Hwang

Principal activities

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

Dividends

There were no dividends paid to members during the financial year.

Review of operations

The loss for the year was $1,561,984 after income tax expense of $63,000 (2011: loss of $1,108,119).

Up until early 2011, Superior's exploration largely focussed on exploration for large Mount Isa style deposits in northwest Queensland. Since early 2011 most of Superior's effort has been directed at exploration for volcanogenic massive sulphide (VMS) copper-gold deposits at the One Mile Project in northeast Queensland. The principal reasons for this change in focus were that:

! the One Mile Project offered the prospect of discovery of a significant economic deposit in a shorter time frame;
! the intersection of massive sulphides in previous historic drilling indicated good potential for discovery;
! the area was held under a granted mining lease which potentially reduced the time to get any discovery into production; and
! VMS deposits, being multi-commodity deposit often with high grades, are attractive exploration targets.

The work completed at One Mile had some success with improving widths and grades in drill intersections on the massive sulphide body and the delineation of a number of interesting targets in the surrounding area. Both these results give greater confidence that an economic discovery may be made at One Mile with continuing exploration.

The strong focus on the One Mile Project reduced the exploration effort for large Mount Isa style base metal deposits in northwest Queensland. Exploration, however, continued with most of the activity being directed to work on identified prospects within the larger project areas. No drilling was completed.

Annual Report 2012

DIRECTORS’ REPORT (continued)

Significant changes in the state of affairs

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

		2012
		$
(a)	Significant gains and expenses:
	Expenses:
	Exploration written off	768,020
	Impairment of available-for-sale financial assets	490,000
(b)	Other comprehensive items:
	Fair value adjustment on revaluation of available-for-sale financial assets	147,000

Matters subsequent to the end of the financial year

Subsequent to the end of the financial year the company issued 3,700,000 ordinary shares at $0.06 each raising $222,000 under a Share Purchase Plan.

A further 1,000,000 ordinary shares have been issued in accordance with an agreement with Copper Strike Limited in relation to the acquisition of exploration rights.

No other matter or circumstance has arisen since 30 June 2012 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

Continuing exploration is proposed for the One Mile Project while results are favourable. Exploration for Mount Isa style deposits in northwest Queensland is also proposed but the amount will be dependent on the available funding and ready access to the prospect areas. The commencement of the proposed exploration at the Tick Hill Project is dependent on satisfaction of the preconditions attaching to the agreement on this project.

Results from exploration are difficult to predict in advance so expected results are uncertain.

Environmental regulation

The company's operations are subject to significant environmental regulation under Australian laws of the commonwealth and state.

Superior Resources Limited

DIRECTORS’ REPORT (continued)

Information on Directors

Kenneth James Harvey M.Sc, MAusIMM, MAIG, MSEG, MGSA. Managing director . Age 67

Experience and expertise

Mr Harvey has 42 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

5,594,7244 ordinary shares in Superior Resources Limited

David John Horton M.Sc, MGSA, MAIG, MSEG. Non-executive director . Age 62

Experience and expertise

Mr Horton has 39 years experience in mineral exploration, project and prospect generation, management and resource evaluation.

Other current directorships

Executive director of Opal Horizon Limited since 2002.

Former directorships in last 3 years

None.

Special responsibilities

Chairman of the Board. Member of the audit committee.

Interests in shares and options

2,695,000 ordinary shares in Superior Resources Limited

Annual Report 2012

DIRECTORS’ REPORT (continued)

Peter Henry Hwang B.Sc(Hons), LLB. Non-executive director . Age 43

Experience and expertise

Mr Hwang is a lawyer working as a solicitor for an international law firm specialising in resources and native title law. He has extensive experience in advising on the development of mining and major infrastructure projects as well as resource mergers and acquisitions. Mr Hwang is a member of the Australian Government Attorney-General's Department Native Title Practitioner's Panel and previously a member of the Government of Western Australia Native Title Taskforce on Mineral Tenement and Land Title Applications

Other current directorships

None

Former directorships in last 3 years

ActivEx Limited Non-Executive Director (18 March 2005 to 16 March 2009).

Special responsibilities

Chairman of the audit committee. Chairman of the remuneration committee.

Interests in shares and options

148,000 ordinary shares in Superior Resources Limited.

Company Secretary

The Company Secretary is Mr Carlos Alberto Fernicola B.Com, FCA, F Fin ACIS. Graduate Diploma Advanced Accounting, Graduate Diploma Applied Finance and Investments, Graduate Diploma Corporate Governance and Graduate Certificate Financial Planning. Mr Fernicola was appointed to the position of Company Secretary on 11 November 2010.

Mr Fernicola is the Principal of Carlos Fernicola & Co., Chartered Accountants. He is Fellow of the Institute of Chartered Accountants in Australia and a Chartered Company Secretary. He is an Associate Member of Chartered Secretaries Australia and Fellow of the Financial Services Institute of Australia. Mr Fernicola has over 30 years experience in accounting, taxation audit financial services industry and has worked previously with Deloitte and BDO Kendalls.

Superior Resources Limited

DIRECTORS’ REPORT (continued)

Meetings of Directors

The numbers of meetings of the company's board of Directors held during the year ended 30 June 2012, and the numbers of meetings attended by each director were:

Board

*Board*
	Meetings	Meetings
Director	Eligible to attend	attended
K J Harvey	5	5
D J Horton	5	5
P H Hwang	5	5
*Audit Committee*
	Meetings	Meetings
Director	Eligible to attend	attended
K J Harvey*	2	2
D J Horton	2	2
P H Hwang	2	2
*Risk Management Committee*
	Meetings	Meetings
Director	Eligible to attend	attended
K J Harvey	2	2
D J Horton	2	2
P H Hwang	2	2
*Remuneration Committee*
	Meetings	Meetings
Director	Eligible to attend	attended
K J Harvey	2	2
D J Horton	2	2
P H Hwang	2	2

the Managing Director is eligible to attend meetings but is not a member of the audit committee

Annual Report 2012

DIRECTORS’ REPORT (continued)

Remuneration report

The directors are pleased to present your company's 2012 remuneration report which sets out remuneration information for Superior Resources Limited's non-executive directors, executive directors, and other key management personnel.

Directors and executives disclosed in this report

For details of non-executive and executive directors and the company secretary see pages 23 to 24 above. The company does not have any other key management personnel or executives.

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. The board ensures that executive reward satisfies the following key criteria for good reward governance practices:

! competitiveness and reasonableness
! acceptability to shareholders
! transparency
! capital management

Details of remuneration

The following tables show details of the remuneration received by the directors and the key management personnel of the company for the current and previous financial year.

Superior Resources Limited

DIRECTORS’ REPORT (continued)

Key management personnel of Superior Resources Limited

2012	benefits Short-term	Post - employment benefits	Share-based payment
Name	Cash salary and fees $	Superannuation $	Options $	Total $
Non-executive directors D J Horton P H Hwang	24,000 22,018	- 1,982	- -	24,000 24,000
Sub-total non-executive directors	46,018	1,982	-	48,000
Executive director K J Harvey Other key management personnel C A Fernicala	200,000 24,000	18,000 -	- -	218,000 24,000
Totals	270,018	19,982	-	290,000

2011	benefits Short-term	Post - employment benefits	Share-based payment
Name	Cash salary and fees $	Superannuation $	Options $	Total $
Non-executive directors L J Litzow* D J Horton P H Hwang **	24,000 24,000 14,030	- - 1,263	- - -	24,000 24,000 15,293
Sub-total non-executive directors	62,030	1,263	-	63,293
Executive director K J Harvey Other key management personnel C A Fernicala	200,000 14,000	18,000 -	- -	218,000 14,000
Totals	276,030	19,263	-	295,293

* Resigned 3 December 2010

** Appointment 11 November 2010

Annual Report 2012

DIRECTORS’ REPORT (continued)

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 2012 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.

Share-based compensation

There have been no options granted affecting remuneration in the current or a future reporting period.

Shares under option

There are no unissued ordinary shares of Superior Resources Limited under option at the date of this report.

During the year ended 30 June 2012, and since year end, there were no shares issued on the exercise of options granted.

Insurance of officers

During the financial year the company paid a premium of $13,200 to insure the directors and secretaries of the company.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

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.

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 below.

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 APES 110 Code of Ethics for Professional Accountants .

During both the current and previous financial year there were no fees paid or payable for non-audit services provided by the auditor.

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 30.

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

Auditor

Lawler Hacketts Audit continues in office in accordance with section 327 of the Corporations Act 2001 .

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

D J Horton Chairman

Brisbane, 14 September 2012

Annual Report 2012

==> picture [140 x 39] intentionally omitted <==

Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 to the Directors of Superior Resources Limited

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2012 there have been:

(a) No contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (b) No contraventions of any applicable code of professional conduct in relation to the audit.

Lawler Hacketts Audit

==> picture [97 x 41] intentionally omitted <==

Liam Murphy Partner

Dated this 14th day of September 2012

==> picture [505 x 65] intentionally omitted <==

Annual Report 2012

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 tables sets out the company's current position.

	Compliant	R	Non Compliant		S

Principle 1: Lay solid foundations for management and oversight Companies should establish and disclose the respective roles and responsibilities of board and management.				R
Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and 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.

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

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 value Companies should have a Board of effective composition, size and commitment to adequately discharge its responsibilities 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 and individual directors.	R
	R
Recommendation 2.6: Companies should provide the information indicated in the Guide to reporting on Principle 2.

Board Structure

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

! Finance and legal.
! Marketing and sales.
! Mineral exploration experience.
! CEO level experience.

The Chairperson, (Mr David John Horton), 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.

Annual Report 2012

CORPORATE GOVERNANCE STATEMENT (continued)

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-making

Companies 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 reasonable expectations of their stakeholders. R
· the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

Recommendation 3.2:

Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. R The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity for the Board to assess annually both the objectives and progress in achieving them.

Recommendation 3.3: Companies should disclose in each annual report the measurable objectives for achieving gender diversity set R by the Board in accordance with the diversity policy and progress towards achieving them. Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organisation, R women in senior executive positions and women on the Board. Recommendation 3.5: Companies should provide the information indicated in the Guide to reporting on Principle 3. R

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

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

Diversity Policy

The company is an equal opportunity employer.

The Board has considered the following matters in formulating the diversity policy.

The use of appropriate diversity to maximise the achievement of corporate goals.
The corporate benefits arising from employee and Board diversity.
The importance of benefiting from all available talent.
The promotion of an environment conducive to attracting and employing suitably qualified. employees, senior management and Board candidates.
Diversity includes and is not limited to gender, age, ethnicity and cultural background.

Due to its size the company is currently meeting gender diversity through the use of consulting services whereby women are engaged in the provision of financial, accounting and field exploration services.

The Board and senior management currently comprises directors and officers that are multiculturally diverse together with an appropriate blend of qualifications and skills. There is currently no vacancy on the Board. Future appointments will be made based on the principles of equal opportunity, relative ability, performance and potential.

The Board will monitor the progress and assess the effectiveness of diversity on an ongoing basis.

Securities Trading Policy

The purpose of this document is to:

provide a summary of the legislation relating to “insider trading” and
set out the guidelines for Directors, senior executives and employees dealing (buying or selling) in securities (shares, options, derivatives and other types of financial products) in Superior Resources Limited.

Prohibition

Directors, senior executives and employees are prohibited from engaging in insider trading in breach of the Corporations Law.

What is “insider trading”?

Insider trading is defined in Part 7.10, Division 3 of the Corporations Act 2001 (Cwlth). There are three separate types of insider trading:

a trading offence,
a procuring offence and
a tipping offence.

Annual Report 2012

CORPORATE GOVERNANCE STATEMENT (continued)

Who is an “insider”?

An insider is defined in section 1043A of the Corporations Act 2001 (Cwlth) as someone who:

possesses information:
a. that is not generally available and
b. that a reasonable person would expect to have a material effect on the price of shares if it were generally available and
knows or should know that the information:
a. is not generally available and
b. might have a material effect on the price or value of shares if it was generally available.

What is a “trading offence”?

A person commits a trading offence if they are an insider (defined above) in relation to a particular company and they apply for, buy or sell the company's securities.

What is a “procuring offence”?

An insider commits a procuring offence if they procure someone else to apply for, buy or sell the company's securities.

The Corporations Act defines “procure” more broadly than its dictionary meaning. Section 1042F of the Corporations Act 2001 (Cwlth) states that a person procures someone else to do something not only if they “incite” or “induce” them to do it, but also if they simply “encourage” them to do it.

What is a “tipping offence”?

An insider commits a tipping offence if they communicate the inside information to someone else and the insider knows, or should know, that the other person will be likely to apply for, buy or sell the company's securities or procures a third person to apply for, buy or sell the company's securities.

Which information is “material”?

Section 1042D of the Corporations Act 2001 (Cwlth) provides that a reasonable person would expect information to have a material effect on the price or value of the shares if the information would be likely to influence people who commonly invest in shares deciding whether to apply for, buy or sell those shares.

When is information “generally available”?

Section 1042C of the Corporations Act 2001 (Cwlth) says information is generally available if:

it consists of observable matter, or
it has been made known (disseminated) in a manner likely to bring it to the attention of investors and a reasonable time period has elapsed.

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

What are the defences?

There are several defences to the insider trading offence including:

where the trading occurs as part of underwriting an issue of securities,
where someone buys securities such as shares because they are legally required to do so (eg. family law order) and
where a company trades in shares and an officer or employee has inside information provided there is a “Chinese Wall” separating the person with inside information from those conducting the trading (eg. a bank advising on a takeover where it also has a share broking department - the person providing advice on the takeover cannot provide information to the persons employed as share brokers).

What are the consequences of a breach?

A breach of the insider trading legislation is a criminal offence and there are civil penalty provisions.

Punishment. The maximum criminal penalty for an individual who is found guilty is a $200,000 fine or five years gaol or both and for a company the maximum penalty is $1,000,000.

Compensation . Someone who suffers loss or damage due to an insider trader's activities may recover from the insider trader compensation amounting to the loss suffered.

Other orders. A court has powers to make a wide range of orders including directing the disposal of securities and cancelling agreements where an insider trading offence has occurred.

Have there been many prosecutions?

A recent successful action brought by ASIC on the criminal standard of proof being beyond a reasonable doubt involved the stockbroker Rene Rivkin. The sentencing judgement which sets out the facts is R v Rivkin (2003) 198 ALR 400.

GUIDELINES FOR DIRECTORS, SENIOR EXECUTIVES AND EMPLOYEES DEALING IN SECURITIES

Directors, senior executives and employees concerned or involved with the control or management of a company are prohibited from using confidential information acquired as a result of their position from benefiting themselves or others.

Directors, senior executives and employees are not totally prohibited by law from trading in the shares of a company because they have an understanding of the affairs and prospects of the company. However, when Directors, senior executives and employees trade in shares of the company it is important to ensure that the transactions do not reflect adversely on either the Directors or the company.

As stated above the Corporations Law prohibits insider trading and tipping.

In order to assist Directors, senior executives and employees of Superior Resources Limited acting prudently in these matters, the following guideline must be followed:

Annual Report 2012

CORPORATE GOVERNANCE STATEMENT (continued)

A Director, senior executive or employee of Superior Resources Limited must inform and receive acknowledgement from the Chairperson or Company Secretary of their intention prior to entering into any dealings in Superior Resources Limited's securities by either himself or herself or by his or her associates.

A Director, senior executive or employee of Superior Resources Limited must not deal in Superior Resources Limited Securities:

on consideration of a short term nature,
when they are in possession of price sensitive information not yet released to the market in which case they are prohibited by law from dealing,
for a period of fourteen (14) days prior to the scheduled (per ASX Listing Rules) release by Superior Resources Limited of Quarterly Activities, Quarterly Cashflow, Annual and Half-Yearly Reports and
any other time, notified by Superior Resources Limited from time to time, when Directors, senior executives and employees are prohibited from trading.

Directors, senior executives and employees will generally be permitted to engage in trading (subject to due notification being given to the Chairperson or Company Secretary) at the following times:

for a period commencing one (1) business day after the release of Quarterly Activities, Quarterly Cashflow, Annual and Half-Yearly Reports to the market,
for a period commencing one (1) business day after the release of price sensitive information to the market which allows a reasonable period of time for the information to be disseminated among members of the public and
where a proposed acquisition of securities is under:
a. a bonus issue made to all shareholders,
b. a dividend reinvestment plan or top up plan available to all shareholders or
c. an employee share plan.

Dealing In exceptional circumstances:

In exceptional circumstances, where it is the only reasonable course of action available, clearance may be given for a Director, senior executive or employee to sell (but not to purchase) securities when he/she would otherwise be prohibited from doing so. An example of the type of circumstance which may be considered exceptional for these purposes would be a pressing financial commitment on the part of the Director, senior executive or employee that cannot otherwise be satisfied. The determination of whether circumstances are exceptional for this purpose will be made by the Chairperson or Company Secretary.

Director's obligation on acquisition or disposal of securites or on ceasing to be a Director of Superior

Resources Limited

Directors must also be aware that pursuant Section 205G of the Corporations Act 2001 (Cwlth) they are obliged to provide the ASX with appropriate notifications of their interests in the company.

Under the ASX Listing Rules, a Director must notify the company Secretary of the acquisition or disposal of any security and the Company is obliged to notify the ASX (LR 3.19A).

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

Information to be provided concerning security transactions (the information to be provided to Superior Resources Limited) includes:

Appendix 3X – Initial Director's Interest Notice,
Appendix 3Y – Change of Director's Interest Notice and
Appendix 3Z – Final Director's Interest Notice.

This information is to be forwarded to the Company Secretary.

Each Director is required to enter into an agreement with Superior Resources Limited to supply such information in the required form.

y verify and safeguard the integrity of their financial reporting. Principle 4: Safeguard integrity in financial reporting Companies should have a structure to independentl	R
Recommendation 4.1: The Board should establish an audit committee.	R
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. Recommendation 4.2: The audit committee should	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.

Annual Report 2012

CORPORATE GOVERNANCE STATEMENT (continued)

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. 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.

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

Principle 5: Make timely and balanced disclosure Companies 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 Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summaryof thosepolicies.	R
Recommendation 5.2: Companies should provide the information indicated in the Guide to reporting on Principle 5.	R

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

Continuous Disclosure

The company has a continuous disclosure program in place designed to ensure the factual presentation of all matters concerning the company including 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 shareholders Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.	R
Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary 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 ASX Market Announcements Platform, including Quarterly Activities Reports and Quarterly Cashflow Reports as required for mineral exploration companies.
! The half-year report containing summarised financial information and a review of operations for that period.
! The company website is updated regulated to include the above mentioned information.

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 auditor’s 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:

A director must act honestly, in good faith and in the best interests of the company as a whole.
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.
A director must use the powers of office for a proper purpose, in the best interests of the company as a whole.
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.

Annual Report 2012

CORPORATE GOVERNANCE STATEMENT (continued)

Recognising the Rights of Shareholders (continued)

A director must not make improper use of information acquired as a director.
A director must not take improper advantage of the position of director.
A director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the company.
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 risk

Companies 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 and R disclose a summary of those policies. Recommendation 7.2: The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness R of the company's management of its material business risks.

Recommendation 7.3:

The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the R system is operating effectively in all material respects in relation to financial reporting risks.

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.

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

Superior Resources Limited

CORPORATE GOVERNANCE STATEMENT (continued)

Principle 8: Remunerate fairly and responsibly Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.	R
Recommendation 8.1: The Board should establish a remuneration committee.	R
Recommendation 8.2: The remuneration committee should be structured so that it: · consists of a majority of independent directors · is chaired by an independent chair · has at least three members.	R
Recommendation 8.2: Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive 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 any future grant of equity based remuneration to directors.

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

Annual Report 2012

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FINANCIAL
REPORT
For the year ended
30 June 2012
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Superior Resources Limited

Financial Report

Financial Report
Income Statement	46
Statement of Comprehensive Income	47
Statement of Financial Position	48
Statement of Changes in Equity	49
Statement of Cash Flows	50
Notes to the Financial Statements	51
Directors' Declaration	74
Independent Auditor's Report to the Members	75

Annual Report 2012

INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2012

Note Revenue from continuing operations 6 Accounting and audit fees Depreciation and amortisation Office rent and outgoings Impairment of available-for-sale financial assets Administration expenses Loss before income tax 7 Income tax (expense) / benefit 7 Loss for the year from continuing operations Earnings (loss) per share Basic earnings (loss) per share 27 Diluted earnings (loss) per share 27 Tenement expenditure written off	2012 $ 67,480 (44,000) (6,370) (35,779) (490,000) (222,295) (768,020) - 2011 $ 144,916 (60,340) (7,951) (32,172) (1,287,643) (240,969)
	(1,498,984) (63,000) (1,484,159) 376,040
	(1,561,984) (1,108,119)
	Cents (2.03) (2.03) Cents (1.40) (1.40)

The accompanying notes form part of these financial statements.

Superior Resources Limited

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012

Note Loss for the year Other comprehensive income Fair value adjustment to available-for-sale financial assets Income tax relating to components of other comprehensive income Other comprehensive income / (loss ) for the year, net of tax Total comprehensive income / (loss) for the year	2012 $ (1,561,984) (210,000) 63,000 2011 $ (1,108,119) 140,000 (42,000)
	(147,000) 98,000
	(1,708,984) (1,010,119)

The accompanying notes form part of these financial statements.

Annual Report 2012

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

Note ASSETS Current Assets Cash and cash equivalents 8 Trade and other receivables 9 Total Current Assets Non-Current Assets Property, plant and equipment 10 Available-for-sale financial assets 11 Exploration expenditure 12 Deferred tax assets 13 Other 14 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Payables 15 Income tax payable 16 Total Current Liabilities Non-Current Liabilities Deferred tax liabilities 17 Total Non-Current Liabilities Total Liabilities Net Assets Equity Contributed equity 18 Reserves 19 Retained profits (accumulated losses) 20 Total Equity	2012 $ 630,961 87,467 2011 $ 2,158,920 65,750
	718,428 2,224,670
	23,296 350,000 3,817,229 - 27,500 29,666 1,050,000 3,327,597 - 32,500
	4,218,025 4,439,763
	4,936,453 6,664,433
	96,708 - 115,704 -
	96,708 115,704
	- -
	- -
	96,708 115,704
	4,839,745 6,548,729
	5,889,272 - (1,049,527) 5,889,272 147,000 512,457
	4,839,745 6,548,729

The accompanying notes form part of these financial statements.

Superior Resources Limited

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012

Balance at 1 July 2010 Loss for the year Other comprehensive income / (loss) Total comprehensive income for the year as reported in the 2011 financial statements Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Balance at 30 June 2011 Loss for the year Other comprehensive income / (loss) Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Balance at 30 June 2012	Contributed equity $ Reserves $ Retained Earnings (Accumulated Losses) $ Total $ - - - - 5,889,272 49,000 1,620,576 7,558,848 (1,108,119) (1,108,119) 98,000 98,000
	- (1,010,119) - - - - 98,000 (1,108,119)
	5,889,272 147,000 512,457 6,548,729
	- - (1,561,984) (1,561,984) - (147,000) - (147,000)
	- (147,000) (1,561,984) (1,708,984) - - - -
	5,889,272 - (1,049,527) 4,839,745

The accompanying notes form part of these financial statements.

Annual Report 2012

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012

Note Cash flows from operating activities Receipts from customers (GST inclusive) Interest received Payments to suppliers (GST inclusive) Net cash inflow(outflow) from operating activities 26 Cash flows from investing activities Payments for exploration expenditure Proceeds from sale of available-for-sale financial assets Payments for security deposits Refund of security deposits Proceeds from government grants Payments for property, plant and equipment Net cash inflow(outflow) from investing activities Cash flows from financing activities Proceeds on issue of shares Payment of capital raising costs Dividends paid Net cash inflow(outflow) from financing activities Net increase (decrease) in cash held Cash at beginning of financial year Cash at the end of financial year 8	2012 $ 84,533 72,431 (395,410) 2011 $ 73,743 164,093 (400,859)
	(238,446) (1,294,513) - (5,000) 10,000 - - (163,023) (884,605) - (5,000) 2,500 20,305 (565)
	(1,289,513) - - - (867,365) - - -
	- -
	(1,527,959) 2,158,920 (1,030,388) 3,189,308
	630,961 2,158,920

The accompanying notes form part of these financial statements.

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies

Superior Resources Limited is a company limited by shares, incorporated and domiciled in Australia. Superior Resources Limited's shares are listed on the Australian Securities Exchange.

The financial statements were authorized for issue by the directors on 14 September 2012. The directors have the power to amend and reissue the financial statements.

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

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for Superior Resources Limited, as required by the Corporations Act 2001.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Superior Resources Limited is a for-profit entity for the purposes of preparing the financial statements.

Compliance with IFRSs

The financial statements of the company also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, certain classes of property, plant and equipment and investment property.

Critical accounting estimates

The preparation of financial statements 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 disclosed in Note 3.

(b) 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 revenue is recognised using the effective interest rate method.

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

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies (continued)

(c) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

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

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the assets and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(d) Cash and cash equivalents

For the statement of cash flows 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.

(e) 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 date.

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

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 other comprehensive income.

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 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.

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies (continued)

(f) 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 date. The quoted market price used for financial assets is the current bid price.

(g) 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 asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each balance 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.

(h) 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.

(i) 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.

(j) 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.

(k) 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.

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies (continued)

(l) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit (loss) 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.

(m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of 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 statement of financial position.

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

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies (continued)

(n) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The company's assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 9 Financial Instruments , AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2013)

AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2013 but is available for early adoption. When adopted, the standard will have no affect on the company's accounting for its available-for-sale financial assets as the changes only affect the accounting for equity investments that are held for trading.

There will be no impact on the company's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the company does not have any such liabilities. The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed. The company has not yet decided when to adopt AASB 9.

(ii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective 1 January 2013)

AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The company has yet to determine which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of the new rules on any of the amounts recognised in the financial statements. However, applicable of the new standard will impact the type of information disclosed in the notes to the financial statements. The company does not intend to adopt the new standard before its operative date, which means that it would be first applied in the annual reporting period ending 30 June 2014.

There are no other standards that are no yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Summary of Significant Accounting Policies (continued)

(o) Adoption of new and revised Accounting Standards

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2011:

Standards affecting presentation and disclosure

Amendments to AASB 7 'Financial Instruments: Disclosure'

The amendments (part of AASB 2010-4 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project') clarify the required level of disclosures about credit risk and collateral held and provide relief from disclosures previously required regarding renegotiated loans.

Amendments to AASB 101 'Presentation of Financial Statements'

The amendments (part of AASB 2010-4 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project) clarify that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements.

AASB 1054 'Australian Additional Disclosures' and AASB 2011-1 'Amendments Australian Accounting Standards arising from Trans-Tasman Convergence Project'

AASB 1054 sets out the Australian-specific disclosures for entities that have adopted Australian Accounting Standards. This Standard contains disclosure requirements that are in addition to IFRSs in areas such as compliance with Australian Accounting Standards, the nature of financial statements (general purpose or special purpose), audit fees, imputation (franking) credits and the reconciliation of net operating cash flow to profit (loss).

AASB 2011-4 makes amendments to a range of Australian Accounting Standards and Interpretations for the purpose of closer alignment to IFRSs and harmonization between Australian and New Zealand Standards. The Standard deletes various Australian-specific guidance and disclosures from other Standards (Australian-specific disclosures retained are now contained in AASB 1054), and aligns the wording used to that adopted in IFRS.

The application of AASB 1054 and AASB 2011-1 in the current year has resulted in the simplification of disclosures in regards to audit fees, franking credits and capital and other expenditure commitments as well as an additional disclosure on whether the company is a for-profit or not-for-profit entity.

AASB 124 'Related Party Disclosures' (revised December 2009)

AASB 124 (revised December 2009) has been revised on the following two aspects: (a) AASB 124 (revised December 2009) has changed the definition of a related party and (b) AASB 124 (revised December 2009) introduces a partial exemption from the disclosure requirements for government-related entities.

The company is not a government-related entity. The application of the revised definition of related party set out in AASB 124 (revised December 2009) in the current year has resulted in the consideration of related parties that were not identified as related parties under the previous Standard. Specifically, associates of the ultimate holding company's are treated as related parties of the company under the revised Standard whilst such entities were not treated as related parties under the previous Standard. No additional disclosures have been required on the application of the revised standard. The company does not have an ultimate holding company.

The adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.

Standards and Interpretations affecting the reported results or financial position

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

2. Financial risk management

The company's overall risk management plan seeks to minimize potential adverse effects due to the unpredictability of financial markets.

The company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the company is exposed are credit risk, liquidity risk, market risk and cash flow interest rate risk.

The company holds the following financial instruments:

Financial assets Cash and cash equivalents Available-for-sale financial assets Financial liabilities Trade and other payables Trade and other receivables	2012 $ 630,961 350,000 87,467 2011 $ 2,158,920 1,050,000 65,750
	1,068,428 3,274,670
	96,708 115,704
	96,708 115,704

Risk management is carried out by the company's finance function under policies and objectives which have been approved by the Board of Directors. The Managing Director has been delegated the authority for designing and implementing processes which follow the objectives and policies.

The Board receives monthly reports which provide details of the effectiveness of the processes and policies in place.

Credit risk

Credit risk is the risk of loss from a counter-party failing to meet its financial obligations to the company.

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognized financial assets is the carrying amount of those assets, net of any provision for doubtful debts, as disclosed in the balance sheet and notes to the financial statements.

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For bank and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted.

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

2. Financial risk management (continued)

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available).

Cash at bank and short-term bank deposits AAA A	2012 $ - 630,961 2011 $ 1,127,164 1,031,756
	630,961 2,158,920

Other than cash and cash equivalents, the most significant other financial assets are trade and other receivables. The company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the company. There were no past due debts at balance date requiring consideration of impairment provisions.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities to meet obligations when due. At the end of the reporting period the company held deposits at call of $613,784 (2011: $2,137,790) that are expected to readily generate cash inflows for managing liquidity risk.

The company manages liquidity risk by continuously monitoring forecast and actual cash flows. No finance facilities were available to the group at the end of the reporting period.

Maturities of financial liabilities

The table below analyses the company’s financial liabilities into relevant maturity groupings.

Contractual maturities of financial liabilities At 30 June 2012 Trade and other payables At 30 June 2011 Trade and other payables	Less then 6 months 6 – 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total contractual cash flows Carrying amount $’000 $’000 $’000 $’000 $’000 $’000 $’000 96,708 - - - - 96,708 96,708
	96,708 - - - - 96,708 96,708
	115,704 - - - - 115,704 115,704
	115,704 - - - - 115,704 115,704

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

2. Financial risk management (continued)

Market 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 statement of financial position as available-for-sale financial assets. The company is not directly 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 total comprehensive income / (loss) for the year and on equity. The analysis is based on the assumption that the share price had increased/decreased by 25% (2011 – 25%) from balance date fair value with all other variables held constant.

Investment in Deep Yellow Limited	Impact on post-tax profit (loss) Impact on reserves 2012 $ 2011 $ 2012 $ 2011 $
	+25% -25% +25% -25% +25% -25% +25% -25% 87,500 (87,500) - (52,500) - - 183,750 (147,000)

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 2012, if interest rates had changed by -/+ 100 basis points from the year-end rates with all other variables held constant, post-tax loss for the year would have been $6,310 higher/lower (2011 – change of 100 bps: $21,589 higher/lower), as a result of higher/lower interest income from cash and cash equivalents.

Fair value measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The net fair value of financial assets and financial liabilities approximates their carrying values as disclosed in the statement of financial position and notes to the financial statements.

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

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 $3,817,229 (2011 : $3,327,597). This amount includes costs directly associated with exploration. These costs are capitalised as an intangible asset until assessment and/or drilling of the permit 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.

4. Going Concern

The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business.

The Directors acknowledge that to continue the exploration and development of the company's exploration projects, the budgeted cash flows from operating and investing activities for the future will necessitate further capital raisings. In the event that the company is unable to raise future funding requirements there exists a material uncertainty that may cast doubt on the company's ability to continue as a going concern with the result that the company may be required to realise its assets at amounts different from those currently recognised, settle liabilities other than in the ordinary course of business and make provisions for costs which may arise as a result of cessation or curtailment of normal business operations.

5. Segment information

The company operates solely within one segment, being the mineral exploration industry in Australia.

	2012	2011
	$	$
6. Revenue
Other revenue
Interest	67,480	144,916

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

7. Income tax expense

(a) Numerical reconciliation of income tax expense / (income) to prima facie tax payable Profit (loss) from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2011 – 30%) Adjustment to deferred tax assets and liabilities for tax losses and temporary differences not recognised Under (over) provision in prior years Income tax expense / (benefit) (b) The components of income tax expense / (income): Current tax Deferred tax Under (over) provision in prior years Deferred income tax (income) expense included in income tax expense comprises: Decrease / (increase) in deferred tax assets (Note 13) (Decrease) / increase in deferred tax liabilities (Note 17) (c) Tax expense (income) relating to items of other comprehensive income: Available-for-sale financial assets (d) Franking credits Franking credits available for use in subsequent financial years	2012 $ (1,498,984) 2011 $ (1,484,159)
	(449,695) 512,695 - (445,247) 69,207 -
	63,000 (376,040)
	- 63,000 - - (376,040) -
	63,000 (376,040)
	63,000 - (219,696) (156,344)
	63,000 (376,040)
	(63,000) 42,000
	251,146 251,146

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

8. Current assets - Cash and cash equivalents Cash at bank and on hand 9. Current assets - Trade and other receivables Other receivables Prepayments Other receivables These amounts generally arise from transactions outside the usu ctivities of the company. al operating 10. Non-current assets – Property, plant and equipment Equipment / software – at cost Accumulated depreciation Year ended 30 June 2011 Opening net book amount Additions Depreciation charge Closing net book amount Year ended 30 June 2012 Opening net book amount Additions Depreciation charge Closing net book amount	2012 $ 630,961 2011 $ 2,158,920
	32,920 54,547 20,288 45,462
	87,467 65,750
	71,793 (48,497) 71,793 (42,127)
	23,296 29,666
	Equipment / Software $ 37,051 566 (7,951) 29,666 29,666 - (6,370) 23,296

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

11. Non-current assets – Available-for-sale financial assets Listed securities Equity securities At beginning of year Impairment through profit or loss Fair value adjustment in other comprehensive income / (loss) 12. Non-current assets – Exploration expenditure Exploration phase property costs Deferred geological, geophysical, drilling and other expenditure – at cost The capitalised exploration expenditure carried forward above has been determined as follows: Opening balance Expenditure incurred during the year Exploration abandoned 13. Non-current assets – Deferred tax assets Deferred tax assets The balance comprises temporary differences attributable to: Amounts recognised in profit or loss Accruals Employee entitlements Business capital costs Tax losses Other Amounts recognised in equity Capital raising costs Total deferred tax assets Set-off of deferred tax assets/liabilities pursuant to set-off provisions Net adjustment to deferred tax assets for tax losses not recognised (Note 7) Net deferred tax assets Deferred tax assets expected to be settled within 12 months Deferred tax assets expected to settled after more than 12 months	2012 $ 350,000 2011 $ 1,050,000
	1,050,000 (490,000) (210,000) 910,000 - 140,000
	350,000 1,050,000
	3,817,229 3,327,597
	3,327,597 1,257,652 (768,020) 3,863,198 752,042 (1,287,643)
	3,817,229 3,327,597
	- -
	8,898 9,564 - 1,822,241 383 - 9,699 8,808 - 1,348,942 383 22,970
	1,841,086 (1,259,184) (581,902) 1,390,802 (1,321,595) (69,207)
	- -
	18,845 1,822,241 41,860 1,348,942
	1,841,086 1,390,802

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

13. Non-current assets – Deferred tax assets (continued)

Movements in deferred tax assets:

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||||||||
|---|---|---|---|---|---|---|
|Employee|Business|Tax losses|
|Accruals|entitlements|costs|incurred|Other|Total|
|$|$|$|$|$|$|
|At 30 June 2010|10,591|8,555|48,216|1,034,537|-|1,101,899|
|(Charged)/credited to profit|
|or loss (Note 7)|(892)|253|(25,246)|314,405|383|288,903|
|At 30 June 2011|9,699|8,808|22,970|1,348,942|383|1,390,802|
|(Charged)/credited to profit|
|or loss (Note 7)|(801)|756|(22,970)|473,299|-|450,284|
|At 30 June 2012|8,898|9,564|-|1,822,241|383|1,841,086|

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||||
|---|---|---|
|2012|2011|
|$|$|
|14. Non-current assets – Other|
|Security deposits|27,500|32,500|
|15. Current liabilities - Payables|
|Trade payables|8,169|53,600|
|Other payables|88,539|62,104|
|96,708|115,704|
|16. Current liabilities – Income tax payable|
|-|-|

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14. Non-current assets – Other

15. Current liabilities - Payables

16. Current liabilities – Income tax payable

Income tax payable

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

7. Non-current liabilities – Deferred tax liabilities Deferred tax liabilities The balance comprises temporary differences attributable to: Amounts recognised in profit or loss Exploration expenditure Investment Prepayments Property, plant and equipment Interest receivable Amounts recognised directly in equity Asset revaluation reserve Set-off of deferred tax assets/liabilities pursuant to set-off provisions Net deferred tax liabilities Deferred tax liabilities expected to be settled within 12 months Deferred tax liabilities expected to settled after more than 12 months Movements in deferred tax liabilities:	2012 $ - 2011 $ -
	1,145,170 94,228 13,877 5,909 - - 998,279 241,228 9,639 7,964 1,485 63,000
	1,259,184 (1,259,184) 1,321,595 (1,321,595)
	- -
	13,877 1,245,307 19,088 1,302,507
	1,259,184 1,321,595

17. Non-current liabilities – Deferred tax liabilities

At 30 June 2010 (Charged)/credited to profit or loss (Note 7) Charged /(credited) to other comprehensive income At 30 June 2011 (Charged)/credited to profit or loss (Note 7) Charged /(credited) to other comprehensive income At 30 June 2012	Exploration expenditure $ Available-for- sale financial assets $ Prepayments $ Property, plant and equipment $ Interest receivable $ Total $ 1,149,013 262,228 10,806 6,653 7,239 1,435,939 (150,734) - (1,167) 1,311 (5,754) (156,344) - 42,000 - - - 42,000
	146,891 (147,000) 4,238 (2,055) (1,485) 589 - (63,000) - - - (63,000) 998,279 304,228 9,639 7,964 1,485 1,321,595
	1,145,170 94,228 13,877 5,909 - 1,259,184

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

8. Contributed equity 76,993,688 (2011 : 76,993,688) ordinary shares fully paid	2012 $ 2011 $ 5,889,272 5,889,272

18. Contributed equity

(a) Movements in ordinary share capital:

Date Details	Number of shares Issue Price $ $
1 July 2010 Balance Movement 30 June 2011 Balance Movement 30 June 2012 Balance	76,993,688 5,889,272 - - 76,993,688 5,889,272 - - 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 monitors 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 2012 totals $nil (2011: $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.

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

19. Reserves Available-for-sale investments revaluation reserve Movements: Balance 1 July Revaluation – gross (Note 11) Deferred tax (Note 17) Balance 30 June Nature and purpose of reserves	2012 $ - 147,000 2011 $
	147,000 (210,000) 63,000 49,000 140,000 (42,000)
	- 147,000

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(e). Amounts are recognised in profit and loss when the associated assets are sold or impaired.

20. Retained profits (Accumulated losses) Retained profits (accumulated losses) Movements: Balance 1 July Profit / (loss) for the year Dividend paid Balance 30 June	2012 $ (1,049,527) 2011 $ 512,457
	512,457 (1,561,984) - 1,620,576 (1,108,119) -
	(1,049,527) 512,457

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

21. Key Management Personnel disclosures

(a) Key management personnel compensation

Short-term employee benefits Post-employment benefits Share-based payments	2012 $ 2011 $ 270,018 19,982 - 274,030 19,263 -
	290,000 293,293

Detailed remuneration disclosures are provided in the remuneration report on pages 28 to 28.

(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 the remuneration report on page 28.

(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.

2012	Balance at the start	Granted as			Balance at the end
	of the year	compensation	Exercised	Other changes	of the year
Name
*Directors of*	*Superior Resources Limited*
K J Harvey	-	-	-	-	-
D J Horton	-	-	-	-	-
P H Hwang	-	-	-	-	-
*Other key management personnel of the*		*company*
C A Fernicola	-	-	-	-	-
2011	Balance at the start	Granted as			Balance at the end
	of the year	compensation	Exercised	Other changes	of the year
Name
*Directors of*	*Superior Resources Limited*
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)	-
P H Hwang	-	-	-	-	-
*Other key management personnel of the*		*company*
C A Fernicola	-	-	-	-	-

There were no options on issue at 30 June 2012.

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

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:

2012	Balance at the start	Received on
	of the year	exercising options	Net purchased	/	Other changes	Balance at the end
Name			(sold)			of the year
*Directors of*	*Superior Resources Limited*
P H Hwang	-	-		-	-	-
K J Harvey	5,594,964	-	94,117		-	5,689,081
D J Horton	2,695,000	-		-	-	2,695,000
*Other key management personnel of the*		*company*
C A Fernicola	2,787,975	-		-	-	2,787,975
2011	Balance at the start	Received on
	of the year	exercising options	Net purchased	/	Other changes	Balance at the end
Name			(sold)			of theyear
*Directors of*	*Superior Resources Limited*
L J Litzow	2,520,002	-		-	(2,520,002)	-
P H Hwang	-	-		-	-	-
K J Harvey	5,469,964	-	125,000		-	5,594,964
D J Horton	2,695,000	-		-	-	2,695,000
*Other key management personnel of the*		*company*
C A Fernicola	-	-		-	2,787,975	2,787,975

(c) Other transactions with key management personnel

A director, Mr D Horton, is a director and shareholder of Opal Horizon Limited to which the company paid bookkeeping fees of $14,493 (2011: $12,570). The amounts were paid on normal commercial terms and conditions.

In the prior year, a former director, Mr L J Litzow, was a director and shareholder of Diatreme Resources Limited to which the company paid rent of $25,496 and outgoings of $6,676. The amounts were paid on normal commercial terms and conditions. For the year ended 30 June 2012 Diatreme Resources Limited is not considered a related party as Mr L J Litzow has not served on the board of Superior Resources Limited since 3 December 2010.

There are no other related party transactions.

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

22. Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor, its related practises and non-related audit firms: Lawler Hacketts Audit - Audit or review of financial report Other assurance services Taxation compliance services	2012 $ 2011 $ 23,750 22,000 - - - -
	23,750 22,000

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

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 2012, are as follows:

Exploration expenditure commitments Commitments for expenditure under exploration permits at the reporting date but not recognised as liabilities payable is:	2012 $ 2011 $ 1,876,529 2,295,141

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 $27,500 (2011: $32,500) are currently held by the relevant governing authorities to ensure compliance with granted tenement conditions.

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

25. Events occurring after the balance date

Subsequent to the end of the financial year the company issued 3,700,000 ordinary shares at $0.06 each raising $222,000 under a Share Purchase Plan.

A further 1,000,000 ordinary shares have been issued in accordance with an agreement with Copper Strike Limited in relation to the acquisition of exploration rights.

No other 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 2012.

	2012	2011
	$	$
26. Reconciliation of profit / (loss) after income tax to net cash flows from operating activities
Profit / (loss) for the year	(1,561,984)	(1,108,119)
Depreciation and amortisation	6,370	7,951
Exploration abandoned	768,020	1,287,643
Tax related balances recognised directly in equity	-	-
Impairment of available-for-sale financial assets	490,000	-
Changes in operating assets and liabilities:
(Increase) / decrease in other receivables	(12,632)	31,102
(Increase) / decrease in prepayments	5,040	(5,235)
(Increase) / decrease in deferred tax assets	-	-
Increase / (decrease) in income tax payable	-	-
Increase / (decrease) in deferred tax liabilities	63,000	(376,040)
Increase / (decrease) in payables	3,740	(325)
Net cash outflow from operating activities	(238,446)	(163,023)

Annual Report 2012

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

27. Earnings (loss) per share (a) Basic earnings (loss) per share Profit (loss) attributable to the ordinary equity holders of the company (b) Diluted earnings (loss)per share Profit (loss) attributable to the ordinary equity holders of the company (c) Reconciliations of earnings used in calculating earnings per share Basic earnings per share Profit (loss) attributable to ordinary equity holders of the company used in calculating basic earnings per share Diluted earnings per share Profit (loss) attributable to ordinary equity holders of the company used in calculating diluted earnings per share (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Options Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share	2012 Cents (2.03) 2011 Cents (1.40)
	(2.03) (1.40)
	2012 $ (1,561,984) 2011 $ (1,108,119)
	(1,561,984) (1,108,119)
	2012 Number 76,993,688 - 2011 Number 76,993,688 -
	76,993,688 76,993,688

Superior Resources Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

28. Related party transactions

(a) Transactions with related parties

The following transactions occurred with related parties:

Payments for office rent and administration services from other related parties (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 29. Employee benefits Employee entitlements Current – Payable (Note 15) Number of employees : 1 (2011: 1)	2012 $ 2011 $ 14,493 12,570
	1,744 4,949
	2012 $ 2011 $ 31,879 29,360

Payments for office rent and administration services from other related parties
(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
29. Employee benefits
Employee entitlements
Current – Payable (Note 15)
Number of employees : 1 (2011: 1)

2012
$
2011
$
14,493
12,570

1,744
4,949

2012
$
2011
$
31,879
29,360

30. Entity details

The registered office of the company is:

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

The principal place of business of the company is:

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

Annual Report 2012

Directors’ Declaration

The Directors of the Company declare that:

the financial statements and notes set out on pages 46 to 73, are in accordance with the Corporations Act 2001, including:
(a) complying with Accounting Standards, The Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(b) giving a true and fair view of the company's financial position as at 30 June 2012 and of its performance for the financial year ended on that date, and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001.

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

D J Horton Chairman

Brisbane, 14 September 2012

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

Report on the Financial Report

We have audited the accompanying financial report of Superior Resources Limited (the company), which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration.

Directors' Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards (IFRS).

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance 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 judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company'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.

Independence

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

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 2012 and of its performance for the year ended on that date; and
ii. complying with Australian Accounting Standards (including 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.

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Annual Report 2012

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

Inherent Uncertainty regarding capitalised Exploration Expenditure

Without qualification to the 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 interest in the tenements.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 26 to 28 of the Directors' Report for the year ended 30 June 2012. 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 2012, complies with section 300A of the Corporations Act 2001 .

Lawler Hacketts Audit

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Liam Murphy Partner

Dated this 14th day of September 2012

Superior Resources Limited

Shareholder Information

The information set out below was applicable at 5 September 2012.

A. DISTRIBUTION OF EQUITY SECURITIES

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

Class of security - ordinary shares

Class of security - ordinary shares
Range	Number of holders
1 - 1,000	6
1,001 - 5,000	11
5,001 - 10,000	137
10,001 - 100,000	237
100,001 and over	86
	477

The number of holders holding less than a marketable parcel of 11,112 ordinary shares was 155 and they held 1,394,685 securities.

B. EQUITY SECURITY HOLDERS

Twenty largest equity security holders

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

Twenty largest equity security holders The names of the twenty largest holders of equity securities are listed below:
Name	Ordinary shares Number % Issued Shares
Dr Leon Eugene Pretorius	9,000,000 11.02
Kenneth James Harvey & Elizabeth Ann Harvey	5,940,724 7.27
Terra Search Pty Ltd	3,405,000 4.17
Simon David Beams	3,116,668 3.82
Mrs Wenzhen Zhang	3,110,586 3.81
Miss Zhenteng Wang	2,890,000 3.54
Terry Taylor & Lynda Louise Taylor	2,833,336 3.47
Weir River Consulting Pty Ltd	2,300,002 2.82
Carlos Alberto Fernicola & Kerrie Alison Fernicola	1,700,000 2.08
Spills Australia Pty Ltd	1,666,668 2.04
David John Horton & Rosalind Denise Horton	1,575,000 1.93
Donald Cameron McIntosh	1,473,334 1.80
Locdale Pty Ltd	1,200,000 1.47
Busker's End Pty Limited	1,200,000 1.47
Mr Chris Gibson	1,200,000 1.47
Anthony John Fawdon & Rosemarie Monica Fawdon	1,100,002 1.35
Horton Family Super Pty Ltd	1,075,000 1.32
Palatine Holdings Pty Ltd	1,000,000 1.22
Deerwood Pty Ltd	1,000,000 1.22
Presenter Pty Ltd	1,000,000 1.22
Pinegold Pty Ltd	1,000,000 1.22
Copper Strike Limited	1,000,000 1.22
	49,786,320 60.95*

Total of Ordinary Shares on Issue 81,693,688

Annual Report 2012

Unquoted equity securities

There are no unlisted equity securities of Superior Resources Limited at the date of this report.

Holders of greater that 20% of the unquoted equity securities

There are no holders of unlisted equity securities of Superior Resources Limited at the date of this report.

C. SUBSTANTIAL HOLDERS

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

Shareholder Leon Eugene Pretorius	Ordinary shares Number held Percentage of issued shares
	9,000,000 11.02
Simon David Beams	7,366,668 9.02
Kenneth James Harvey	5,940,724 7.27

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.

Superior Resources Limited

Tenement Schedule

Current interests in mineral tenements held by Superior Resources Limited as at 5 September 2012. All tenements are located in Queensland. Exploration Permits for Minerals held are 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* 75 225 km² EPM15046 Smoky Creek 28 February 2006 27 February 2016 21 63 km² EPM15329 West Smoky 30 January 2007 29 January 2017 38 114 km² INCA PROJECT EPM16995 Little Sulieman 100 300 km² EPM17012 Wills Creek 29 April 2011 100 300 km² EPM18542 Duncans Creek Application 100 300 km² 28 April 2016 EPM19552 Turpentine Creek Application 99 297 km² 30 January 2012 29 January 2017
EPM15732 Inca Creek 2 25 September 2007 24 September 2012* 50 150 km² EPM16027 Buckley River 100 300 km² NICHOLSON PROJECT 18 September 2013 19 September 2008 EPM18843 Wooroona Creek 240 720 km² Application
EPM15670 Hedleys 2 21 August 2006 20 August 2011* 62 186 km² VICTOR PROJECT EPM18203 Hedleys South Application 100 300 km²
EPM16028 Victor Creek 49 147 km² 16 September 2008 15 September 2013 UNDILLA PROJECT Harris Creek 9 May 2012 100 300 km² 8 May 2017 EPM18840
Tots Creek 118 354 km² Application Scrubby Creek 100 300 km² Application CASSIDY PROJECT EPM19097 EPM19214
EPM19247 Cassidy Creek 100 300 km² Application COCKIE PROJECT
EPM18987 Cockie Creek 100 300 km² Application ML6750 One Mile n/a 128 ha 1 November 1992 31 October 2017

Renewal lodged Abbreviations: EPM - Exploration Permit for Minerals ML - Mining Lease ha - hectare

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2012
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Superior Resources Limited ABN 72 112 844 407

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

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

www.superiorresources.com.au

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Superior Resources Limited ABN 72 112 844 407

AI assistant

SUPERIOR RESOURCES LIMITED — Annual Report 2012

65848_rns_2012-09-16_ceecfb4a-0921-489e-a291-23ce2968af88.pdf

ANNUAL REPORT 2012

Superior Resources Limited

Contents

Corporate Directory

Company

Directors

Stock Exchange

Share Registry

Auditor

Chairman’s Review 2012

Corporate Review

COMPANY BACKGROUND

CORPORATE PHILOSOPHY

Operations Report

INTRODUCTION

Palaeozoic Volcanogenic Massive Sulphide Copper-Gold-Zinc-Silver Deposits

Proterozoic Mount Isa Style Copper and LeadZinc-Silver Deposits

Kingfisher Copper Prospect

. . . exploring for Palaeozoic volcanogenic massive sulphide deposits

Harris Creek Prospect

Nicholson West Prospect

Elizabeth Prospect

Proterozoic Tick Hill Style Gold Deposits

Directors’ Report

Directors

Principal activities

Dividends

Review of operations

DIRECTORS’ REPORT (continued)

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

DIRECTORS’ REPORT (continued)

Information on Directors

Experience and expertise

Other current directorships

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

Experience and expertise

Other current directorships

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

DIRECTORS’ REPORT (continued)

Experience and expertise

Other current directorships

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

Company Secretary

DIRECTORS’ REPORT (continued)

Meetings of Directors

Board

DIRECTORS’ REPORT (continued)

Remuneration report

Directors and executives disclosed in this report

Principles used to determine the nature and amount of remuneration

Non-executive directors

Directors' fees

Executive pay

Details of remuneration

DIRECTORS’ REPORT (continued)

Key management personnel of Superior Resources Limited

DIRECTORS’ REPORT (continued)

Service agreements

K J Harvey, Managing Director

Share-based compensation

Shares under option

Insurance of officers

Proceedings on behalf of the company

Non-audit services

DIRECTORS’ REPORT (continued)

Non-audit services (continued)

Auditor's independence declaration

Auditor

SUPERIOR RESOURCES LIMITED Annual Report 2012