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TASMAN RESOURCES LTD Annual Report 2012

Sep 27, 2012

65896_rns_2012-09-27_6497ce60-84ea-448b-acf9-c42e47bea1ae.pdf

Annual Report

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for the Year Ended 30 June 2012

Tasman Resources Ltd & Controlled Entities ABN: 85 009 253 187

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R E S O U R C E S LTD

Table of Contents

Table of Contents
Highlights for the Year to 30 June 2012 3
Corporate Directory 5
Review of Operations 6
Corporate Governance Statement 10
Directors’ Report 14
Auditor’s Independence Declaration 20
Statement of Comprehensive Income 21
Statement of Financial Position 22
Statement of Changes in Equity 23
Statement of Cash Flows 24
Notes to the Financial Statements 25
Directors’ Declaration 40
Independent Auditor’s Report 41
Additional Information for Listed Public Companies 44
Tenement Schedule 46

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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HIGHLIGHTS FOR THE YEAR TO 30 JUNE 2012

Vulcan Project (EL 4322)

  • During the year no further drilling was conducted at the Vulcan iron-oxide copper gold uranium (IOCGU-style) Project located approximately 30km north of Olympic Dam in SA. A total of eight holes have previously been drilled at Vulcan by Tasman, with all having intersected IOCGU-style alteration and/or mineralisation. Dating of selected samples from Vulcan has confirmed that the mineralisation belongs to the same “family” of deposits as Olympic Dam, Prominent Hill and Carapateena.

  • In October 2011 Tasman announced the signing of a conditional Farm-in/ Joint Venture agreement (the Agreement) with Rio Tinto Exploration (RTX) in respect of EL4322 which incorporates Tasman’s 100% owned Vulcan iron-oxide copper gold uranium (IOCGUstyle) Project located approximately 30km north of Olympic Dam in SA.

The conditional Agreement had the following key provisions:

  • RTX to pay Tasman an initial A$10 million (the first milestone payment) upon the Agreement becoming unconditional.

  • Tasman to then undertake an estimated A$5 million exploration program that includes at least 12,000 metres of drilling within the first 12 months of the Agreement.

  • RTX can then elect to earn a 55% interest in the Agreement by:

    • paying to Tasman a further A$7 million; and

    • within 3 years of electing to farm-in, fund the delineation of a JORC compliant Inferred mineral resource and completing a concept study; or

    • expending a further A$25 million on exploration costs,

  • whichever shall be the earlier.

  • Tasman can then either retain a 45% interest and thereafter contribute or, if not, RTX may, at its election, increase its interest to 80% by either:

    • completing a pre-feasibility study within a further 5 years; or

    • expending a further A$50 million on exploration costs,

whichever shall be the earlier.

  • If RTX earns an 80% interest, Tasman then has the right to either:

  • maintain a 20% interest, contributing to future funding; or

  • offer to sell its 20% to RTX (which RTX must purchase) for an agreed value or at fair market value.

  • One of the key conditions affecting the Agreement was Tasman obtaining Aboriginal heritage clearance from the native title claimants for exploration drilling within the southern, and believed to be the most prospective part of Vulcan.

  • In July 2012, Aboriginal heritage clearance to conduct drilling from most of the identified drill sites was obtained, and accordingly, the Agreement with RTX became unconditional in early August 2012.

  • Drilling of 12,000 metres of drilling pursuant to the first exploration programme under the Agreement at Vulcan commenced in early September 2012.

  • Under the Agreement RTX paid to Tasman $1million as part of the first milestone payment during the year ended 30 June 2012 and upon the Agreement becoming unconditional in August 2012 RTX paid to Tasman the remaining $9million being the balance of the first milestone payment of $10million.

  • Tasman is managing and funding the initial 12,000m of drilling in consultation with RTX, which must be completed within 12 months.

  • At the end of the initial drilling programme, after reviewing the results, RTX may elect to earn a 55% interest by paying a further $7 million to Tasman and expending a further $25 million on exploration, or to withdraw.

ASX Code: TAS

Page 3 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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Lake Torrens Outlying Tenements

  • On 13[th] June 2012 Tasman announced the sale of five Exploration Licences and one Exploration Licence Application to BHP Billiton pursuant to two conditional agreements for a total consideration of $3 million. The sale was conditional upon a number of conditions including Ministerial consent and BHP Billiton internal approval. On 10 September 2012 BHP Billiton terminated both agreements.

Other Prospects

  • Tasman completed two diamond drill holes at its Lucas Hill prospect on the Stuart Shelf, approximately 25km south east of Woomera. Alteration and weak copper mineralisation were intersected in both holes.

  • No further exploration was conducted at Tasman’s epithermal gold-silver prospect at Parkinson Dam. Other companies have expressed interest in farming in, although no agreements were reached.

  • Tasman has a 19% interest (fully diluted) in Fission Energy Ltd. Fission owns 50% of the Mt Thirsty nickel-cobalt-manganese oxide deposit in Western Australia.

  • Tasman has a 22.9% interest (fully diluted) in alternative energy company Eden Energy Ltd, which is involved in production, development and marketing of hydrogen-based fuels and interests in coal seam gas, conventional hydrocarbons and innovative production of carbon nanotubes.

ASX Code: TAS

Page 4 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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CORPORATE DIRECTORY

DIRECTORS:

Gregory H Solomon LLB (Executive Chairman) Douglas H Solomon BJuris LLB (Hons) (Non-Executive) Guy T Le Page B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM (Non-Executive)

COMPANY SECRETARY:

Aaron P Gates BCom CA ACSA

REGISTERED OFFICE:

Level 15 197 St Georges Terrace Perth Western Australia 6000 Tel +61 8 9282 5889 Fax +61 8 9282 5866 Email: [email protected] Website: www.tasmanresources.com.au

SOLICITORS:

Solomon Brothers Level 15 197 St Georges Terrace Perth WA 6000

Minter Ellison 1 King William Street Adelaide SA 5000

AUDITORS:

Grant Thornton (Audit) Pty Ltd Chartered Accountants Level 1 10 Kings Park Road West Perth WA 6005

SHARE REGISTRY:

Advance Share Registry Services 150 Stirling Highway Nedlands WA 6009

STOCK EXCHANGE LISTING:

ASX Code: TAS (ordinary shares)

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited.

ASX Code: TAS

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Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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REVIEW OF OPERATIONS

The Company has exploration licences and applications located in South Australia covering a range of commodities – gold, silver, copper and uranium, for which the company’s tenements are considered prospective.

Tasman Resources Ltd holds a 100% interest in the following exploration projects:

  • The Lake Torrens IOCGU Project comprising Exploration Licences 4206, 4300, 4322, 4405 and EL 4857.

  • The Lucas Hill IOCGU Project, consisting of EL 4770 and EL Application 2011/299.

  • The Parkinson Dam Epithermal Gold - Silver Project (EL 4475).

  • The Central Gawler Gold - Nickel Project (EL 4868, and ELAs 2010/59 and 2010/233).

EXPLORATION RESULTS

During the year, the Company spent $1.3 million on various exploration activities. Details of the results of the exploration are outlined below.

Lake Torrens Iron-oxide, Copper-Gold Uranium (IOCGU) Project (100% Tasman)

No further drilling was conducted at Vulcan Project, but two deep diamond drill holes were completed at Tasman’s Lucas Hill prospect, located approximately 25km southeast of Woomera.

A conditional Farm-in/Joint Venture agreement (the Agreement) was reached with Rio Tinto Exploration Pty Ltd (RTX) in October 2012 over Exploration Licence 4322 (see Figure 1), located immediately north of BHP Billiton’s Olympic Dam deposit and containing Tasman’s Vulcan Project. The terms of the Agreement are set out below.

The Agreement became unconditional in August 2012, following the successful Aboriginal heritage clearance of certain key drill targets.

Vulcan Project

As stated above, in October 2011, a conditional Farm-in/JV Agreement (the Agreement) over Tasman’s Exploration Licence EL 4322 in SA that hosts the Vulcan IOCGU prospect was signed with RTX. The Agreement has the following key provisions:

  • RTX to pay Tasman an initial A$10 million upon the Agreement becoming unconditional as a first milestone payment.

  • Tasman to undertake an estimated A$5 million exploration program that includes 12,000m of drilling within the first 12 months of the Agreement.

  • RTX can then elect to earn a 55% interest in the Agreement by:

    • paying to Tasman a further A$7 million; and
  • within 3 years of electing to farm-in, fund the delineation of a JORC compliant Inferred Mineral Resource and completing a concept study; or

  • expending a further A$25 million on exploration costs,

  • whichever shall be the earlier.

  • Tasman can then either retain a 45% interest and thereafter contribute or, if not, RTX may, at its election, increase its interest to 80% by either:

  • completing a pre-feasibility study within a further 5 years; or

  • expending a further A$50 million on exploration costs,

whichever shall be the earlier.

  • If RTX earns an 80% interest, Tasman then has the right to either:

  • maintain a 20% interest, contributing to future funding; or

  • offer to sell its 20% to RTX (which RTX must purchase) for an agreed value or at fair market value.

ASX Code: TAS

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Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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Figure 1: Location Plan showing certain of Tasman’s Lake Torrens tenements, the Vulcan IOCGU Project and nearby IOCGU deposits/systems.

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Figure 2: Vulcan residual bouguer gravity image (background) showing the location of all holes drilled prior to the drilling programme that commenced in early September 2012.

During the year RTX paid to Tasman $1million of the first milestone payment as consideration for Tasman extending the date by which the Agreement must become unconditional.

ASX Code: TAS

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Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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The Agreement with RTX became unconditional in August 2012 following a successful Aboriginal heritage clearance survey of certain key drill targets within the southern part of the Vulcan Project.

The heritage survey followed the signing of a Native Title Mining Agreement with the Kokatha Uwankara Native Title Claim Group, covering most of EL 4322, and subsequently, a supplementary heritage agreement covering a more specific area, including the southern portion of the Vulcan Project.

As a result of the successful heritage clearances the Agreement became unconditional in August 2012, and RTX paid to Tasman a further $9million being the balance of the first milestone payment.

Tasman then commenced in early September 2012 the first exploration programme under the Agreement, comprising 12,000 metres of drilling to be managed and funded by Tasman in consultation with RTX, and to be completed within 12 months.

Background

Vulcan was discovered by Tasman in November 2009 following the recognition, of the following:

  • A large, and previously untested gravity anomaly (Figure 2), with associated anomalous magnetic characteristics,

  • A favourable location with respect to certain key tectonic lineaments which had been important in the discovery of Olympic Dam by WMC Resources, and

  • Unusual, previously unexplained reflection patterns in seismic data collected in a Government survey several years earlier.

Eight diamond drill holes have now been completed at Vulcan by Tasman, all exhibiting IOCGU-style alteration and/or mineralisation, including copper, gold, uranium, silver, molybdenum and rare earth elements. Recent age dating of the mineralisation at about 1590 million years confirms that Vulcan belongs to the same “family” of deposits as Olympic Dam, Prominent Hill and Carapateena.

Lucas Hill IOCGU Project

Tasman completed two deep diamond drill holes at its Lucas Hill Project located 25km south of Woomera in South Australia. Drilling was aimed at testing a discrete gravity anomaly apparently larger in area and of comparable strength to that over the Carrapateena deposit, 48km to the ENE. Geophysical modeling indicated that the likely source of the gravity target at Lucas Hill is a significant body of quite dense material, becoming more magnetic at depth. The modeled depth to this body was about 900 to 1000m.

A vertical hole (LHD001, 693977E 6530146N GDA94 Zone 53) was drilled initially, intersecting the basement deeper than anticipated at 1128m. Variable intensity sericite -chlorite -carbonate alteration was intersected in places down this hole, with associated weak copper sulphide (chalcopyrite) mineralization over a 0.2m interval. The hole was terminated at 1275m in relatively unaltered metasediments, interpreted to be part of the Wallaroo Group.

A second hole (LHD002) inclined at -75[o] to the SE was collared from the same location to follow up the alteration in the first hole, and intersected the basement at about the same RL, 230m further to the SE, closer to the centre of the interpreted highest density portion of the gravity model. More intense, sericite- chlorite - carbonate alteration in places overprinting earlier “red rock” alteration and obliterating the original metasediment host rock texture was encountered in the lower portion of this hole. Copper sulphide (chalcopyrite) mineralization associated with pyrite and another sulphide mineral, probably arsenopyrite, was also observed over a short interval around 1320m. This hole was terminated at 1395m in intensely chlorite altered host rock.

The alteration observed in both holes is most likely part of a larger IOCGU system although insufficient dense material (eg. hematite) was observed in these holes to explain the strength of the observed gravity response.

Parkinson Dam Gold-Silver (-Lead-Zinc) Project (100% Tasman)

Tasman’s 100% owned Parkinson Dam Project is located approximately 60km west of Port Augusta in South Australia. Tasman commenced exploration at Parkinson Dam in mid-2005, discovering previously unknown epithermal gold-silver mineralisation in outcrop.

Following initial phases of RC percussion and diamond drilling, Tasman hit high grade mineralisation in drill hole PD 63 (21m at 21g/t Au and 83g/t Ag, including 9m down hole at 31g/t Au and 152g/t Ag), but subsequent drilling was unable to repeat the grade or width of this intersection.

Further targets for drill testing have been identified within the Project, but no further drilling was completed during the year due to higher priority work at the Vulcan Project.

ASX Code: TAS

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Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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Central Gawler Gold-Nickel Project (100% Tasman)

No further work was conducted by Tasman on these tenements during the year. Flinders Mines has a diamonds only joint venture with Tasman over Tasman’s Central Gawler tenements.

During the year Tasman also conditionally agreed to sell five Exploration Licences and one Exploration Licence Application to BHP Billiton for a total consideration of $3 million. The two sales were each subject to several conditions precedent, including Ministerial Consent. On 10 September 2012 BHP Billiton elected to terminate both of these agreements.

The interpretations and conclusions reached in this report are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for complete certainty. Any economic decisions that might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk.

The information in this annual report, insofar as it relates to Mineral Exploration activities, is based on information compiled by Robert N. Smith and Michael J. Glasson, who are members of the Australian Institute of Geoscientists, and who have more than five years experience in the field of activity being reported on. Mr Smith and Mr Glasson are full-time employees of the company. Mr Smith and Mr Glasson have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Smith and Mr Glasson consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.

It should not be assumed that the reported Exploration Results will result, with further exploration, in the definition of a Mineral Resource.

INVESTMENTS

Investment in Fission Energy Ltd (Tasman has a 19% interest in Fission Energy on a fully diluted basis)

Fission Energy owns 50% of the Mt Thirsty Nickel-Cobalt Project in WA, with the other 50% held by Barra Resources Limited (ASX: BAR).

Mt Thirsty Oxide Deposit

The Mt Thirsty Cobalt–Nickel-Manganese oxide project is located 20km north-northwest of Norseman.

Mt Thirsty has a current JORC compliant Indicated Resource of 16.6 million tonnes at 0.14% Co, 0.60% Ni and 0.98% Mn and a JORC compliant Inferred Resource of 15.3 million tonnes at 0.11% Co, 0.51% Ni and 0.73% Mn over an apparent strike of 1.3 kilometres and a width of around 800 metres.

Recent investigations of processing routes suggest that one option involving relatively low cost recovery of cobalt at the expense of some nickel recovery warrants further consideration. Test work is continuing. A limited program of aircore drilling was completed, primarily to obtain larger volumes of sample material for this test work.

Mt Thirsty – Nickel Sulphides

In early 2010 the intersection of primary nickel sulphide mineralisation was announced by Fission Energy Limited and Barra Resources Limited. Reverse circulation hole MTRC015 intersected a 6 metre thick zone of massive and stringer nickel sulphides assaying 3.38% nickel at a down hole depth of 201 metres. Follow-up drilling has intersected further nickel sulphides, although the latest follow up diamond drill hole completed early in 2011 failed to intersect additional mineralisation at depth.

Investment in Eden Energy Ltd (Tasman has a 22.87% interest in Eden Energy on a fully diluted basis)

Tasman has a 22.87% interest in alternative energy company Eden Energy Ltd (ASX: EDE), on a fully diluted basis as at 30[th] June 2012.

  • Eden is continuing in the development of its carbon/hydrogen pyrolysis project.

  • Eden’s US and Indian subsidiaries make further Optiblend Dual Fuel Kit sales.

  • Eden holds through a wholly owned subsidiary a 50% interest in joint venture in a number of Petroleum Exploration and Development Licences in the UK, and a 100% interest in a further three such licences.

ASX Code: TAS

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Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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CORPORATE GOVERNANCE STATEMENT

The Board of Directors

The Company’s constitution provides that the number of directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification.

As and if the Company’s activities increase in size, nature and scope the size of the board will be reviewed periodically, and as circumstances demand.

The membership of the board, its activities and composition, is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the board shall include quality of the individual, background of experience and achievement, compatibility with other board members, credibility within the Company’s scope of activities, intellectual ability to contribute to board’s duties and physical ability to undertake board’s duties and responsibilities.

Directors are initially appointed by the full board subject to election by shareholders at the next general meeting. Under the Company’s constitution the tenure of a director (other than managing director, and only one managing director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. Subject to the requirements of the Corporation Act 2001, the board does not subscribe to the principle of retirement age and there is no maximum period of service as a director. A managing director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, may revoke the appointment.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time. The board as a whole is able to address the governance aspects of the full scope of the Company’s activities and to ensure that it adheres to appropriate ethical standards.

Role of the Board

The Board’s primary role is the protection and enhancement of long-term shareholder value.

To fulfil this role, the board is responsible for oversight of management and the overall corporate governance statement of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

Appointments to Other Boards

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards.

Independent Professional Advice

The Board has determined that individual directors have the right in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense. With the exception of expenses for legal advice in relation to director’s rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.

Continuous Review of Corporate Governance

Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the Company. Such information must be sufficient to enable the directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances and economic conditions. The directors recognise that mineral exploration is an inherently risky business and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.

ASX Principles of Good Corporate Governance

The board has reviewed its current practices in light of the ASX Principles of Good Corporate Governance and Best Practice Guidelines with a view to making amendments where applicable after considering the Company’s size and the resources it has available.

As the Company’s activities develop in size, nature and scope, the size of the board and the implementation of any additional formal corporate governance committees will be given further consideration.

The following table sets out the Company’s present position with regard to adoption of these Principles.

ASX Code: TAS

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CORPORATE GOVERNANCE STATEMENT

ASX Principle Reference/comment
Principle 1: Lay solid foundations for management and oversight
1.1 Companies should establish the functions
reserved to the board and those delegated
to senior executives and disclose those
functions.
The Company has not adopted this recommendation to
formalise and disclose the functions reserved to the board
and those delegated to management.
The roles and functions within the Company must remain
flexible in order for it to best function within its level of
available resources.
1.2 Companies should disclose the process for
evaluating the performance of senior
executives.
The Company does not have any senior executives and as
such has not developed a process for evaluating the
performance of senior executives.
1.3 Companies should provide the information
indicated in the Guide to Reporting on
Principle 1.
See above.
Principle 2: Structure the board to add value
2.1 A majority of board should be independent
directors.
Due to the Company’s size, nature and extent of
operations, the company has departed from this principle.
2.2 The chair should be an independent
director.
Due to the Company’s size, nature and extent of
operations, the company has departed from this principle.
2.3 The roles of chair and chief executive
officer should not be exercised by the
same individual.
The Company does not have a Chief Executive Officer.
2.4 The board should establish a nomination
committee.
Acting in its ordinary capacity from time to time as required,
the Board carries out the process of determining the need
for, screening and appointing new directors. In view of the
size and resources available to the Company, it is not
considered that a separate nomination committee is
warranted.
2.5 Companies should disclose the process for
evaluating the performance of the board,
its committees and individual directors.
Acting in its ordinary capacity, the board from time to time
carries out the process of considering and determining
performance issues. Whenever relevant, any such matters
are reported to the ASX.
2.6 Companies should provide the information
indicated in Guide to Reporting on Principle
2.
The skills and experience of directors are set out in the
Company’s Annual Report and on its website.
Principle 3: Promote ethical and responsible decision-making
3.1 Companies should establish a code of
conduct and disclose the code or 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
responsible expectations of their
stakeholders
• the responsibility and accountability of
individuals reporting or investigating
reports of unethical practices.
The Company has a Code of Conduct which can be viewed
on the Company’s website.
3.2 Companies should establish a policy
concerning diversity and disclose the policy
or a summary of that policy. The policy
should include requirements for the board
to establish measurable objectives for
achieving gender diversity and for the
board to assess annually both the
objectives and progress in achieving them.
Due to the Company’s size, nature and extent of
operations, the company has departed from this principle.

ASX Code: TAS

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3.3 Companies should disclose in each annual
report the measurable objectives for
achieving gender diversity set by the board
in accordance with the diversity policy and
progress towards achieving them.
Due to the Company’s size, nature and extent of
operations, the company has departed from this principle.
3.4 Companies should disclose in each annual
report the proportion of women employees
in the whole organisation, women in senior
executive positions and women on the
board.
Tasman does not have any women employees in the
organisation, women in senior executive positions or
women on the board.
3.5 Companies should provide the information
indicated in Guide to Reporting on Principle
3.
The Code of Conduct can be viewed on the Company’s
website.

Principle 4: Safeguard integrity in financial reporting

4.1 The board should establish an audit
committee.
Due to the Company’s size, nature and extent of
operations, the company has departed from this principle.
The Board itself is the forum that deals with this function.
4.2 The audit committee should be structured
so that it:
• consists only non-executive directors
• consists of a majority of independent
directors
• is chaired by an independent chair, who
is not the chair of the board
• At least three members
See 4.1
4.3 The audit committee should have a formal
charter.
See 4.1
4.4 Companies should provide the information
indicated in Guide to Reporting on Principle
4.
See above

Principle 5: Make timely and balanced disclosure

5.1 Companies should establish written
policies designed to ensure compliance
with ASX Listing Rule disclosure
requirements and to ensure accountability
at a senior management level for that
compliance and disclose those policies or a
summary of those policies.
The Company has a Continuous Disclosure Policy which
can be viewed on the Company’s website.
5.2 Companies should provide the information
indicated in Guide to Reporting on Principle
5.
See above.
Principle 6: Respect the rights of shareholders
6.1 Companies should design and disclose a
communications policy for promoting
effective communication with shareholders
and encourage their participation at
general meetings and disclose their policy
or a summary of that policy.
The Company has a Communications Policy which can be
viewed on the Company’s website.
6.2 Companies should provide the information
indicated in Guide to Reporting on Principle
6.
The Company has a Communications Policy which can be
viewed on the Company’s website.

ASX Code: TAS

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Principle 7: Recognise and manage risk

7.1 Companies should establish policies for the
oversight and management of material
business risks and disclose a summary of
those policies.
Due to the size and nature of the Company, the Company
does not have formalised policies on risk management.
The Board recognises its responsibility for identifying areas
of material business risk and for ensuring that
arrangements are in place for adequately managing these
risks. This issue is regularly reviewed at board meetings
and risk management culture is encouraged amongst
employees and contractors.
7.2 The board should require management to
design and implement the risk
management and internal control system to
manage the company’s material business
risks and report to it on whether those risks
are being managed effectively. The board
should disclose that management has
reported to it as to the effectiveness of the
company’s management of its material
business risks.
See above
7.3 The board should disclose whether it has
received assurance from the chief
executive officer (or equivalent) and the
chief financial officer (or equivalent) that
the declaration provided in accordance with
section 295A of the Corporations Act is
founded on a sound system of risk
management and internal control and that
the system is operating effectively in all
material respects in relation to financial
reporting risks.
The Executive Chairman and the Chief Financial Officer
make this assurance to the board.
7.4 Provide information indicated in Guide to
Reporting on Principle 7.
See above.
Principle 8: Remunerate fairly and responsibly
8.1 The board should establish a remuneration
committee.
Due to the size and nature of the Company, the Company
does not have a remuneration committee.
The Company’s Constitution allows for a maximum amount
per annum to be paid to non-executive directors, to be
allocated at the discretion of the directors. Any changes to
the annual amount must be approved at a General Meeting
of members of the Company.
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.
See 8.1
8.3 Companies should clearly distinguish the
structure of non-executive directors
remuneration from that of executives.
See 8.1
8.4 Companies should provide information
indicated in ASX Guide to Reporting on
Principle 8.
No schemes exist for retirement benefits for non-executive
directors other than statutory superannuation.

ASX Code: TAS

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DIRECTORS’ REPORT

Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2012.

Directors

The names of directors in office at any time during or since the end of the year are:

Gregory H Solomon

Douglas H Solomon

Guy T Le Page

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Company Secretary

The following person held the position of company secretary at the end of the financial year:

Mr Aaron P Gates has worked for Tasman Resources Ltd for the past 4 years. He is a Chartered Accountant and Chartered Secretary, has completed a Bachelor of Commerce (Curtin University) with majors in accounting and business law and completed a Diploma of Corporate Governance. Prior to joining Tasman he worked in public practice in audit and corporate finance roles.

Principal Activities

The principal activity of the economic entity during the financial year ended 30 June 2012 was mineral exploration.

Operating Results

The consolidated loss of the economic entity after providing for income tax amounted to $1,100,782 (2011: $991,896).

Dividends Paid or Recommended

No dividends were paid or declared for payment during the year.

Mineral Exploration Operations

Tasman’s primary focus during the year has been mineral exploration for a range of commodities within the Company’s tenements in South Australia. The principal exploration projects are Lake Torrens IOCGU-base metal project, the Parkinson Dam epithermal gold-silver (lead-zinc) project and central Gawler Craton gold-nickel-cobalt project in South Australia.

A review of the operations of the Group during the year ended 30 June 2012 is set out in the Review of Operations on Page 6.

Financial Position

The net assets of the consolidated group have decreased by $2,008,792 from 30 June 2011 to $13,777,941 in 2012. This decrease has largely resulted from revaluation of investments.

Significant Changes in State of Affairs

In the opinion of the directors, other than disclosed elsewhere in this report, there were no significant changes in the state of affairs of the Company that occurred during the year.

After Balance Date Events

During the year Tasman conditionally agreed to sell five Exploration Licences and one Exploration Licence Application to BHP Billiton for a total consideration of $3 million. The two sales were each subject to several conditions precedent, including Ministerial Consent. On 10 September 2012, BHP Billiton elected to terminate both of these agreements.

ASX Code: TAS

Page 14 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ REPORT

The Farm-in / Joint Venture Agreement with RTX became unconditional in August 2012 following a successful Aboriginal heritage clearance survey of certain key drill targets within the southern part of the Vulcan Project. As a result of the successful heritage clearances the Agreement became unconditional in August 2012, and RTX paid to Tasman a further $9million being the balance of the first milestone payment.

Tasman then commenced in early September 2012 the first exploration programme under the Agreement, comprising 12,000 metres of drilling to be managed and funded by Tasman in consultation with RTX, and to be completed within 12 months.

In September 2012, Noble Energy Pty Ltd (a 100% subsidiary of Tasman) agreed to partially sub-underwrite a non-renounceable pro-rata rights issue in Eden Energy Ltd (which Tasman currently holds a 20.2% interest) to the extent of $1,500,000.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.

Future Developments, Prospects and Business Strategies

The Company proposes to continue with its exploration program as detailed in the Review of Operations.

Environmental Issues

The company is the subject of environmental regulation with respect to mining exploration and will comply fully with all requirements with respect to rehabilitation of exploration sites.

Information on Directors

Gregory H Solomon Executive Chairman Qualifications LLB Experience Appointed chairman 1987. Board member since 1987. A solicitor with more than 30 years Australian and international experience in a wide range of areas including mining law, commercial negotiation (including numerous mining and exploration joint ventures) and corporate law. He is a partner in the Western Australian legal firm, Solomon Brothers and has previously held directorships of various public companies since 1984 including two mining/exploration companies. Interest in Shares and Options 31,165,475 Ordinary Shares 1,000,000 Options Directorships held in other listed Fission Energy Limited (ASX:FIS) entities Eden Energy Limited (ASX:EDE)

Douglas H Solomon Non-Executive Qualifications BJuris LLB (Hons) Experience Board member since 3 April 2003. A Barrister and Solicitor with more than 20 years experience in the areas of mining, corporate, commercial and property law. He is a partner in the legal firm, Solomon Brothers. Interest in Shares and Options 30,659,960 Ordinary Shares 1,000,000 Options Directorships held in other listed Fission Energy Limited (ASX:FIS) entities Eden Energy Limited (ASX:EDE)

ASX Code: TAS

Page 15 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ REPORT

Guy T Le Page Non-Executive Qualifications B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM Bachelor of Arts, Bachelor of Science, Masters Degree in Business Administration, Bachelor of Applied Science (Hons), Graduate Diploma in Applied Finance and Investment Experience Board member since February 2001. Currently a corporate adviser specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. He previously spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. Interest in Shares and Options 1,784,821 Ordinary shares 1,000,000 Options Directorships held in other listed Eden Energy Limited (ASX:EDE) entities Fission Energy Limited (ASX:FIS) Red Sky Energy Limited (ASX:ROG) Palace Resources Limited (ASX:PXR) Soil Sub Technologies Ltd (ASX: SOI)

Remuneration Report (Audited)

This report details the nature and amount of remuneration for each director of Tasman Resources Ltd, and for the executives receiving the highest remuneration.

Remuneration Policy

The remuneration policy of Tasman Resources Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific longterm incentives based on key performance areas affecting the economic entity’s financial results. The board of Tasman Resources Ltd believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the economic entity, as well as create goal congruence between directors, executives and shareholders.

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

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

Executives are also entitled to participate in the employee share and option arrangement.

All directors and executives receive a superannuation guarantee contribution where required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to directors and executives is valued at the cost to the company and expensed. Any shares which may be issued to executives would be valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology.

The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General meeting. Fees for non-executive directors are not linked to the performance of the economic entity. To align directors’ interests with shareholder interests, directors are encouraged to hold shares in the company and are able to participate in the employee option plan.

Performance based Remuneration

No performance based remuneration was paid during the year.

ASX Code: TAS

Page 16 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ REPORT

Shares Issued on Exercise of Compensation Options

Robert N Smith
Michael J Glasson
Total
No. of
ordinary
shares issued
Amount paid
per share
Amount
unpaid per
share
600,000
0.10
-
700,000
0.10
-
1,300,000

Options issued as part of remuneration for the year ended 30 June 2012

No options were issued to directors and employees as part of their remuneration during the year.

Directors Meetings

During the financial year, 2 meetings of directors were held. Attendance by each director during the year were as follows:

follows:
Directors’ Meetings
Number eligible to attend Number attended
Gregory H Solomon 2 2
Douglas H Solomon 2 2
Guy T Le Page 2 2

Due to the nature of the operations and the size of the board, all the directors were in close communication throughout the year and most matters by attended to by way of circulatory resolution rather than formal directors meetings.

Details of Remuneration for Year Ended 30 June 2012

The remuneration for each director and each of the executive officers of the consolidated entity during the year was as follows:

was as follows:
Key Management Personnel Remuneration - 2012
Perfor-
Key Management Short-term Benefits Post- Termin- Share-based mance
Person employment ation payments Total Related
benefits
Salary Cash Non- Super- Other Other **Equity ** Options
and Fees profit cash annuatio
share benefit n
$ $ $ $ $ $ $ $ $ %
Gregory H Solomon 140,000 - - 12,600 - - - - 152,600 -
Douglas H Solomon 32,000 - - 2,880 - - - - 34,880 -
Guy T Le Page 32,000 - - 2,880 - - - - 34,880 -
Aaron P Gates (i) - - - - - - 5,060 5,060 -
Robert N Smith 189,850 - - 49,950 - - - - 239,800 -
Michael J Glasson 189,850 - - 49,950 - - - - 239,800 -
583,700 - - 118,260 - - - 5,060 707,020 -

ASX Code: TAS

Page 17 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ REPORT

Key Management Personnel Remuneration - 2011

Key Management
Person
Gregory H Solomon
Douglas H Solomon
Guy T Le Page
Aaron P Gates
Robert N Smith
Michael J Glasson
Short-term Benefits
Post-
employment
benefits
Termin-
ation
Share-based
payments
Total
Perfor-
mance
Related
Salary
and Fees
Cash
profit
share
Other
Super-
annuatio
n
Other
Other
Equity Options
$
$
$
$
$
$
$
$
$
%
120,000
-
-
10,800
-
-
-
-
130,800
-
24,000
-
-
2,160
-
-
-
-
26,160
-
24,000
-
-
2,160
-
-
-
-
26,160
-
(i)
-
-
-
-
-
-
2,640
2,640
-
170,723
-
-
49,876
-
-
-
-
220,599
-
167,861
-
-
49,845
-
-
-
-
217,706
-
506,584
-
-
114,841
-
-
-
2,640
624,065
-

(i) These management personnel are remunerated by Princebrook Pty Ltd under the Princebrook Management Services Contract.

Indemnifying Officers or Auditor

The company has paid premiums to insure the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The total premium paid was $7,000.

Options

At the date of this report, the unissued ordinary shares of Tasman Resources Ltd under option are as follows:

Grant Date
Date of Expiry
Exercise Price
16 October 2008
26 May 2013
$0.12
20 November 2009
20 November 2012
$0.16875
8 February 2010
8 February 2013
$0.15
1 June 2010
31 May 2013
$0.15
Number under Option
500,000
3,000,000
401,606
500,000
4,401,606

During the year ended 30 June 2012, 1,300,000 ordinary shares of Tasman Resources Ltd were issued on the exercise of options granted under the Tasman Resources Ltd Employee Option Plan. No shares have been issued since that date.

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Proceedings on Behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

ASX Code: TAS

Page 18 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ REPORT

Non-audit Services

The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

  • all non-audit services are reviewed and approved prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

  • the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

No fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2012.

Auditor’s Independence Declaration

The auditor’s independence declaration for the year ended 30 June 2012 has been received and can be found on page 20.

Signed in accordance with a resolution of the Board of Directors.


Gregory H Solomon

Dated this 27[th] day of September 2012

ASX Code: TAS

Page 19 of 45

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Auditor’s Independence Declaration

To the Directors of Tasman Resources Limited

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Tasman Resources Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been:

  • a no contraventions of the auditor independence requirements of 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.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [114 x 50] intentionally omitted <==

P W Warr Partner – Audit & Assurance

Perth, 27 September 2012

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

Page 20 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 30 JUNE 2012

Note
Other income
2
Audit and accounting
Depreciation and amortisation expense
Employee benefits expense
Exploration expenditure written off
14
Impairment of exploration and evaluation
14
Impairment of investment of associate
12a
Insurance
Legal and other consultants
Listing and share registry
Management fees
Other expenses
Realised loss on sale of available-for-sale financial assets
.
Share of loss of associate
12a
Loss before income tax
3
Income tax (expense) / benefit
4
Loss for the year
Other Comprehensive Income
Gain / (Loss) on revaluation of financial assets
Income tax relating to comprehensive income
Total other comprehensive income, net of tax
Total Comprehensive Income / (Loss) attributable to
members of the parent
Basic/Diluted earnings per share (cents per share)
7
Consolidated Group
2012
$
2011
$
1,123,503
308,997
(89,806)
(26,189)
(2,381)
(3,199)
(522,270)
(424,564)
-
(23,279)
(3,628)
(442,503)
(909,005)
-
(16,160)
(14,268)
(45,189)
(13,086)
(52,153)
(63,921)
(226,170)
(226,170)
(109,289)
(63,714)
(10,040)
-
(714,988)
-
(1,577,576)
(991,896)
476,794
-
(1,100,782)
(991,896)
(3,127,781)
1,412,890
-
-
(3,127,781)
1,412,890
(4,228,563)
420,994
(0.4998)
(0.4943)

The accompanying notes form part of these financial statements.

ASX Code: TAS

Page 21 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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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
Financial assets
10
Investments accounted for using the equity method
12
Property, plant and equipment
13
Exploration and Evaluation expenditure
14
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
15
Provisions
16
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
16
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
17
Reserves
Retained earnings/(accumulated) losses
TOTAL EQUITY
Consolidated Group
2012
$
2011
$
746,025
813,892
514,784
49,968
1,260,809
863,860
-
4,206,317
490,469
-
47,079
10,980
12,221,685
10,875,151
12,759,233
15,092,448
14,020,042
15,956,308
126,297
87,252
67,097
82,323
193,394
169,575
48,707
-
48,707
-
242,101
169,575
13,777,941
15,786,733
23,433,864
21,220,230
915,372
4,037,016
(10,571,295)
(9,470,513)
13,777,941
15,786,733

The accompanying notes form part of these financial statements.

ASX Code: TAS

Page 22 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2012

Issued Option Financial Accumulated Accumulated Total
Capital Reserve Asset Losses
Reserve
$ $ $ $ $
Consolidated Group
Balance at 30 June 2010 19,610,391 909,235 1,714,891 (8,478,617) 13,755,900
Shares issued during the year, net of
issue costs 1,609,839 - - - 1,609,839
Options issued during the year - - - - -
Loss for the year - - - (991,896) (991,896)
Total other comprehensive income - - 1,412,890 - 1,412,890
Balance at 30 June 2011 21,220,230 909,235 3,127,781 (9,470,513) 15,786,733
Shares issued during the year, net of
issue costs 2,213,634 - - - 2,213,634
Options issued during the year - 6,137 - - 6,137
Loss for the year - - - (1,100,782) (1,100,782)
Total other comprehensive income - - (3,127,781) - (3,127,781)
Balance at 30 June 2012 23,433,864 915,372 - (10,571,295) 13,777,941

The accompanying notes form part of these financial statements.

ASX Code: TAS

Page 23 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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STATEMENT OF CASH FLOWS FOR YEAR ENDED 30 JUNE 2012

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Net cash provided by / (used in) operating activities
23a
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation expenditure
Purchase of property, plant and equipment
Investment in financial assets
Proceeds on sale of financial assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares, net of issue costs
Net cash provided by financing activities
Net increase (decrease) in cash held
Cash at beginning of financial year
Cash at end of financial year
8
Consolidated Group
2012
$
2011
$
1,100,287
231,562
(1,005,561)
(801,386)
48,720
71,204
143,446
(498,620)
(1,350,162)
(1,627,316)
(40,426)
(2,517)
(1,075,926)
(751,474)
29,960
-
(2,436,554)
(2,381,307)
2,225,241
1,609,839
2,225,241
1,609,839
(67,867)
(1,270,088)
813,892
2,083,980
746,025
813,892

The accompanying notes form part of these financial statements.

ASX Code: TAS

Page 24 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The financial report covers the consolidated group of Tasman Resources Ltd and controlled entities, and Tasman Resources Ltd as an individual parent entity. Tasman Resources Ltd is a listed public company, incorporated and domiciled in Australia.

The financial report of Tasman Resources Ltd and controlled entities, and Tasman Resources Ltd as an individual parent entity complies with all International Financial Reporting Standards (IFRS) in their entirety.

The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of Preparation

The accounting policies set out below have been consistently applied to all years presented.

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Going Concern

The financial statements have been prepared on the basis that the entity is a going concern, which contemplates the continuity of normal business activity, realisation of assets and the settlement of liabilities in the normal course of business. Subsequent to year end $9 million was received pursuant to the farm-in / joint venture agreement with RTX, accordingly the directors believe the Group has sufficient cash flow resources to continue as a going concern.

Accounting Policies

a. Principles of Consolidation

A controlled entity is any entity Tasman Resources Ltd has the power to control the financial and operating policies of so as to obtain benefits from its activities.

A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have a June financial year-end.

All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent.

Minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

b. Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

ASX Code: TAS

Page 25 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

b. Income Tax Continued

Tasman Resources Ltd and Noble Resources Pty Ltd, its wholly-owned Australian subsidiary, have formed an income tax consolidated group under the tax consolidation regime. The Group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2005. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

c. Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset Depreciation Rate
Plant and equipment 15–50%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

d. Exploration and Evaluation Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

ASX Code: TAS

Page 26 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

e. Financial Instruments

Recognition

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.

f. Impairment of Non-Financial Assets

At each reporting date, the Group reviews the carrying values of its non-financial tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

g. Investments in Associates

Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognised the group’s share of post-acquisition reserves of its associates.

h. Employee Benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Equity-settled compensation

The Group operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted.

ASX Code: TAS

Page 27 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

  • i. Provisions

  • Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

  • j. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

  • k. Revenue

  • Revenue from the sale of goods is recognised upon the delivery of goods to customers.

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

  • Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

  • l. Comparative Figures

  • When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

  • m. New accounting standards and interpretations not yet adopted

  • The directors have assessed the new accounting standards issued but not yet effective at 30 June 2012 and noted no impact on the entity’s financial statements.

Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates — Impairment

The Group’s policy for exploration and evaluation is discussed in Note 1(d). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. At the date of this report the Group has sufficient reason to believe:

  • rights to explore in specific areas, once expired, will be renewed;

  • substantive expenditure on further exploration and evaluation in specific areas has been budgeted;

  • exploration in specific areas is ongoing and the entity has not decided to discontinue such activities; and

  • no specific sufficient data exists that indicates that the carrying amount of the exploration and evaluation asset is unlikely to be recovered.

The financial report was authorised for issue on 27 September 2012 by the board of directors.

ASX Code: TAS

Page 28 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 2: OTHER INCOME

Note

interest received

execution payment from RTX

other

wages recovery from associated entity
NOTE 3: LOSS FOR THE YEAR
a.
Expenses
Depreciation and amortisation expense
Exploration expenditure written off
b.
Significant Revenue and Expenses
The following significant revenue and expense items are relevant
in explaining the financial performance:
Impairment of exploration and evaluation
Impairment of available-for-sale financial assets
NOTE 4: INCOME TAX EXPENSE
a.
The prima facie tax on loss from ordinary activities before income
tax is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities at 30%
(2011: 30%)
Add tax effect of:

other non-allowable items

deferred tax assets not brought to account
Less tax effect of:

Prior year research and development benefit
Income tax expense / (benefit) reported in the Income Statement
The applicable weighted average effective tax rates are as
follows:
b.
Unrecognised Deferred Tax Balances:
Unrecognised deferred tax asset- losses
Unrecognised deferred tax asset - other
Unrecognised deferred tax liabilities
Net Unrecognised deferred tax assets
NOTE 5: AUDITORS’ REMUNERATION
Note
Remuneration of the auditor of the parent entity for:

auditing or reviewing the financial report
2012
$
2011
$
48,720
71,204
1,000,000
-
49,403
93,244
25,380
144,549
1,123,503
308,997
2,381
3,199
-
23,279
(3,628)
(442,503)
(1,623,993)
-
(473,273)
(297,569)
(473,273)
(297,569)
3,359
2,640
469,914
294,929
(476,794)
-
(476,794)
-
Nil%
Nil%
5,886,316
5,947,179
541,620
44,492
(4,158,206)
(4,168,327)
2,269,730
1,823,344
2012
$
2011
$
28,666
26,189

ASX Code: TAS

Page 29 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION

a. Names and positions held of key management personnel in office at any time during the financial year are:

Key Management Position Key Management Position Person Person Gregory H Solomon Executive Chairman Aaron P Gates Company Secretary / CFO Douglas H Solomon Non-Executive Director Robert N Smith Senior Geologist Guy T Le Page Non-Executive Director Michael J Glasson Senior Geologist

b. Options and Rights Holdings

Number of Options Held by Key Management Personnel

Gregory Solomon
Douglas Solomon
Guy T Le Page
Aaron P Gates
Robert N Smith
Michael J Glasson
Total
Balance
1.7.2011
Granted
as
Comp-
ensation
Options
Exercised
Net Change
Other
Balance
30.6.2012
Total
Vested
30.6.2012
Total
Exer-
cisable
30.6.2012
Total
Unexer-
cisable
30.6.2012
7,231,673
-
-
(6,231,673)
1,000,000 1,000,000 1,000,000
-
7,159,918
-
-
(6,159,918)
1,000,000 1,000,000 1,000,000
-
1,000,000
-
-
-
1,000,000 1,000,000 1,000,000
-
500,417
-
-
(417)
500,000
500,000
500,000
-
1,990,085
-*
(601,880)
(1,187,402)
200,803
200,803
200,803
-
2,040,896
-
(700,000)
(1,140,093)
200,803
200,803
200,803
-
19,922,989
- (1,301,880) (14,719,503)
3,901,606 3,901,606 3,901,606
-

*The Net Change Other reflected above includes those options that have been forfeited by holders, options that have lapsed, as well as options issued during the year under review.

c. Shareholdings

Number of Shares held by Key Management Personnel

Gregory H Solomon
Douglas H Solomon
Guy T Le Page
Aaron P Gates
Robert N Smith
Michael J Glasson
Total
Balance
1.7.2011
Received as
Compensation
Options
Exercised
Net Change
Other*
Balance
30.6.2012
31,115,475
-
-
50,000
31,165,475
30,659,960
-
-
-
30,659,960
1,784,821
-
-
-
1,784,821
21,667
-
-
168,333
190,000
97,755
-
601,880
-
699,635
307,535
-
700,000
1,007,535
63,987,213
-
1,301,880
218,333
65,507,426
  • Net Change Other refers to shares purchased or sold during the financial year.

d. Remuneration

Refer to disclosures contained in the Remuneration Report section of the Directors’ Report. The totals of remuneration paid to key management personnel of the Group during the year are as follows:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share based payments
Total
583,700
506,584
118.260
114,841
-
-
-
-
5,060
2,640
707,020
624,065

ASX Code: TAS

Page 30 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 7: EARNINGS PER SHARE

Note
a.
Reconciliation of earnings to profit or loss
Profit/(loss)
Earnings used to calculate basic EPS
2012
$
2011
$
(1,100,782)
(991,896)
(1,100,782)
(991,896)
No.
No.

b. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 220,249,184 200,684,176

The effect of share options on issue is not potentially dilutive at 30 June 2011 or 30 June 2012.

NOTE 8: CASH AND CASH EQUIVALENTS

NOTE 8: CASH AND CASH EQUIVALENTS
Note 2012 2011
$ $
Cash at bank and in hand 746,025 813,892
746,025 813,892
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the
statement of financial position as follows:
Cash and cash equivalents 746,025 813,892
746,025 813,892
NOTE 9: TRADE AND OTHER RECEIVABLES
Other receivables 514,784 49,968
514,784 49,968
NOTE 10: FINANCIAL ASSETS
Available-for-sale financial assets 10a - 4,206,317
- 4,206,317
a.
Available-for-sale financial assets
Listed investments, at fair value

shares in listed entities
- 3,998,504

options in listed entities
- 207,813
Total available-for-sale financial assets - 4,206,317

Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity date attached to these investments.

NOTE 11: CONTROLLED ENTITIES

11: CONTROLLED ENTITIES
Country of Percentage Owned (%)*
Incorporation 2012 2011
Subsidiaries of Tasman Resources Ltd:
Noble Energy Pty Ltd Australia 100 100

* Percentage of voting power is in proportion to ownership

ASX Code: TAS

Page 31 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTE 12: ASSOCIATED COMPANIES

NOTE 12: ASSOCIATED COMPANIES NOTE 12: ASSOCIATED COMPANIES NOTE 12: ASSOCIATED COMPANIES
Interests are held in the following associated companies
Name Principal Activities Country of **Shares ** Ownership **Interest ** Carry amount of
Incorporation investment
2012 2011 2012 2011
% % $ $
Listed:
Eden Energy Ltd Alternate energy Australia Ord 20.20 -* 490,469 -*
Fission Energy Ltd Mineral exploration Australia Ord 19.70 19.70 - -
    • At 30 June 2011 this investment was recorded as “Available-for-sale financial asset”, see Note 10. Subsequent to 31 December 2011, the Company elected to equity account the investment in accordance with AASB 128.
Note 2012 2011
$ $
a. Movements During the Year in Equity Accounted Investment
in Associate
Balance at beginning of the financial year - -
Add: Transfer from Available for sale financial assets 2,067,956 -
Shares purchased during the year 46,506 -
Less: Share of loss of associate (714,988) -
Impairment of investment of associate (909,005) -
Balance at end of the financial year 490,469 -
b. Summarised Presentation of Aggregate Assets, Liabilities
and Performance of Associate
Current assets 1,339,081 691,036
Non-current assets 19,224,353 14,762,219
Total assets 20,563,434 15,453,255
Current liabilities 1,725,370 106,543
Non-current liabilities 250,000 250,000
Total liabilities 1,975,370 356,543
Net assets 18,588,064 15,096,712
Revenues 261,555 -
Profit/(Loss) after income tax of associates (7,677,548) (261,229)
c. The reporting date of Fission Energy Ltd and Eden Energy Ltd is 30 June 2012
d. Market value of listed investment in associate

Eden Energy Ltd - shares
464,630 -

Eden Energy Ltd - options
25,839 -

Fission Energy Ltd - shares
400,000 975,000
890,469 975,000

ASX Code: TAS

Page 32 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 13: PROPERTY, PLANT AND EQUIPMENT

Note
Plant and equipment:
At cost
Accumulated depreciation
Total plant and equipment
Total Property, Plant and Equipment
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment
the end of the current financial year
Plant & Equipment
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Carrying amount at the end of year
NOTE 14: EXPLORATION AND EVALUATION EXPENDITURE
Balance at the beginning of the financial year
Expenditure incurred during the year
Less tenements sold
Less provision for impairment
Less Written off
Balance at the end of the financial year
2012
$
2011
$
68,679
55,670
(21,600)
(44,690)
47,079
10,980
47,079
10,980
between the beginning and
10,980
11,662
40,426
2,517
(1,946)
-
(2,381)
(3,199)
47,079
10,980
10,875,151
9,850,374
1,350,162
1,530,559
-
(40,000)
(3,628)
(442,503)
-
(23,279)
12,221,685
10,875,151

Recoverability of the carrying amount of exploration assets is dependent on the successful development and commercial exploitation or sale of respective mining areas. The company’s exploration tenements include areas subject to native title claims. As a result, mining and exploration activities may be subject to exploration and mining restrictions or compensation payments.

Capitalised costs included in cash flows from investing activities in the
cash flow statement
NOTE 15: TRADE AND OTHER PAYABLES
CURRENT - UNSECURED
Trade payables
Sundry payables and accrued expenses
NOTE 16: PROVISIONS
CURRENT
Employee entitlements
2012
$
2011
$
1,350,162
1,627,316
39,001
24,048
87,296
63,204
126,297
87,252
67,097
82,323
67,097
82,323

ASX Code: TAS

Page 33 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 16: PROVISIONS CONTINUED

Note
NON-CURRENT
Employee entitlements
NOTE 17: ISSUED CAPITAL
225,945,395 (2011: 210,089,840) fully paid ordinary shares
a.
Ordinary shares
At the beginning of reporting period
Shares issued – prior year
Shares issued during the year

20 October 2011

24 October 2011

Options exercised at various dates
At reporting date
2012
$
2011
$
48,707
-
48,707
-
23,445,471
21,220,230
23,445,471
21,220,230
2012
No.
2011
No.
210,089,840 193,787,678
-
16,302,162
12,233,331
-
2,133,333
-
1,488,891
-
225,945,395 210,089,840

On 20 October 2011 and 24 October 2011 the company issued 12,233,331 and 2,133,333 ordinary shares respectively at $0.15 per share to professional and sophisticated investors.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

b.
Options
At the beginning of reporting period
Options issued
Options exercised
Options lapsed
2012
No.
2011
No.
30,348,744
28,565,806
-
1,793,121
(1,488,891)
(10,183)
(24,458,247)
-
4,401,606
30,348,744

i. For information relating to the Tasman Resources Ltd employee option plan and options issued to key management personnel during the financial period, refer to Note 25 Share-based Payments.

c.

Capital Management

Management controls the working capital of the Group in order to maximise the return to shareholders and ensure that the Group can fund its operations and continue as a going concern. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in responses to changes in these risks and in the market. These responses include the management of expenditure and debt levels, distributions to shareholders and share and option issues.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.

ASX Code: TAS

Page 34 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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

NOTE 18: RESERVES

  • a. Option Reserve

  • The option reserve records items recognised as expenses on valuation of employee share options.

  • b. Financial Asset Reserve

  • The financial asset reserve records revaluations of non-current assets.

NOTE 19: COMMITMENTS

a. Exploration commitments:

In order to maintain current rights of tenure to exploration tenements, the company is required to perform minimum exploration work to meet the requirements specified by various State governments. It is anticipated that minimum expenditure commitments for the twelve months will be tenement rentals of $20,000 (2011: $50,000) and exploration expenditure of $935,000 (2011: $210,000).

NOTE 20: CONTINGENT LIABILITIES AND CONTINGENT ASSETS

The Directors are not aware of any contingent assets or contingent liabilities as at 30 June 2012.

NOTE 21: SEGMENT REPORTING

The group operates predominately in one geographical segment and one business being gold and other base metals exploration in South Australia.

NOTE 22: EVENTS AFTER THE BALANCE SHEET DATE

On 4 July 2012, Tasman issued 2,000,000 options exercisable at $0.125 and expiring 30 June 2014 free of charge to employees under the Employee Share Option Plan.

During the year Tasman conditionally agreed to sell five Exploration Licences and one Exploration Licence Application to BHP Billiton for a total consideration of $3 million. The two sales were each subject to several conditions precedent. On 10 September 2012 BHP Billiton elected to terminate both of these agreements.

On 6 August 2012, Tasman received $9 million (plus GST) from Rio Tinto Exploration Pty Ltd pursuant to the Farm-in / Joint Venture Agreement executed on 30 April 2012. Please refer to the Review of Operations on for further details.

In September 2012, Noble Energy Pty Ltd (a 100% subsidiary of Tasman) agreed to partially sub-underwrite a non-renounceable pro-rata rights issue in Eden Energy Ltd (which Tasman currently holds a 20.2% interest) to the extent of $1,500,000.

There were no material events occurring after the reporting date.

NOTE 23: CASH FLOW INFORMATION

a.
Reconciliation of Cash Flow from Operations with Loss after Income Tax
Loss after income tax
Non-cash flows in loss
Depreciation
Share based payments
Impairment of exploration and evaluation
Impairment of available-for-sale financial assets
Net loss on disposal of financial assets
Net loss on disposal of plant and equipment
Write-off of exploration expenditure
Changes in assets and liabilities
(Increase)/decrease in trade and term receivables
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Cash flow used in operations
2012
$
2011
$
(1,100,782)
(991,896)
2,381
3,199
6,137
2,640
3,628
442,503
1,623,993
-
10,040
-
1,946
-
-
23,279
(464,816)
(6,383)
27,438
28,038
33,481
-
143,446
(498,620)

ASX Code: TAS

Page 35 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 24: PARENT COMPANY INFORMATION

2012 2011
$ $
a. Parent Entity
Assets
Current assets 1,259,340 863,595
Non-current assets 15,864,610 13,478,726
Total Assets 17,123,950 14,342,321
Liabilities
Current liabilities 193,035 169,575
Non-current liabilities 48,707 -
Total liabilities 241,742 169,575
Equity
Issued Capital 23,433,864 21,220,230
Retained Earnings (7,467,028) (7,944,219)
Reserves
Financial assets reserve - (12,500)
Option reserve 915,372 909,235
Total reserves 915,372 896,735
Financial performance
Profit for the year 477,191 (989,476)
Other comprehensive income 12,500 (12,500)
Total comprehensive income 489,691 (1,001,976)
Contingent Liabilities
The Directors are not aware of any contingent liabilities as at 30 June 2012.

NOTE 25: RELATED PARTY TRANSACTIONS

2012 2011
$ $
Transactions between related parties are on normal commercial terms and
conditions no more favourable than those available to other parties.
a. Key Management Personnel
Management fees paid to Princebrook Pty Ltd, a company in which Mr GH
Solomon and Mr DH Solomon have an interest. 226,170 226,170
Legal fees paid to Solomon Brothers, a firm of which Mr GH Solomon and
Mr DH Solomon are partners. 45,189 13,086
Placement fees paid to RM Capital, a firm of which Mr GT Le Page has an
interest. 19,000 -
Noble Energy Pty Ltd, (a 100% subsidiary of Tasman Resources Ltd)
received a sub-underwriting fee of $46,250 from RM Corporate Finance
Pty Ltd, a company of which Mr GT Le Page has an interest. 46,250 -
b. Associated Companies
Reimbursement from Fission Energy Ltd (which Tasman has a 19% fully
diluted interest) for employee costs on a hourly basis, in relation to
Tasman staff utilised by Fission. 25,380 100,292
Hire charges to Fission Energy Ltd (which Tasman has a 19% fully diluted
interest) for hire of a vehicle owned by Fission. 7,260 8,500
Purchase of a vehicle from Fission Energy Ltd (which Tasman has a 19%
fully diluted interest). 40,000 -

ASX Code: TAS

Page 36 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 25: RELATED PARTY TRANSACTIONS CONTINUED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
25: RELATED PARTY TRANSACTIONS CONTINUED
30 JUNE 2012
2012 2011
$ $
Acquisition of the uranium rights to various tenements in South Australia
held by Fission Energy Ltd (which Tasman has a 19% fully diluted interest) 100,000 -
Noble Energy Pty Ltd, (a 100% subsidiary of Tasman Resources Ltd)
purchased 18,500,000 fully paid ordinary shares (with 18,500,000 free
attaching options) in Eden Energy Ltd (which the company has a 24.70%
fully diluted interest) as a partial sub-underwriter. 925,000 -

NOTE 26: SHARE-BASED PAYMENTS

The following share-based payment arrangements existed at 30 June 2012:

Employee Share Option Plan

The purpose of the Plan is to provide Eligible Employees with an incentive to remain with the Company and to improve the longer-term performance of the Company and its return to shareholders.

Eligible Employee means a full or part-time employee or director of the Company or of associated bodies corporate of the Company who is determined by the Board to be an Eligible Employee for the purposes of the Plan or any other person who is declared by the Board to be an Eligible Employee for the purposes of the Plan.

The Exercise Price is whichever is the greater of the following:

  • (a) 125% of the Market Price of a Share determined on the date of grant of an Option;

  • (b) 20 cents; or

  • (c) any other price determined by the Board at the time of issue.

The Exercise Period means, in relation to an Option, the period:

  • (a) commencing on the second anniversary; and

  • (b) ending on the fifth anniversary

of the date of grant of an Option, subject to any variation under Rule 7 or as otherwise determined by the Company at the time of grant of an Option.

The closing share market price of an ordinary share of Tasman Resources Ltd on the Australian Securities Exchange at 30 June 2012 was $0.095 (30 June 2011 $0.07). Included under employee benefits expense in the statement of comprehensive income is $5,060 (2011: $2,640), and relates, in full, to equity-settled share-based payment transactions.

All options granted to key management personnel are for ordinary shares in Tasman Resources Ltd, which confer a right of one ordinary share for every option held.

The options outstanding at 30 June 2012 had a weighted average exercise price of $0.16 and a weighted average remaining contractual life of 0.5 years. Exercise prices range from $0.10 to $0.17 in respect of options outstanding at 30 June 2012.

Outstanding at the beginning of the year
Granted
Exercised
Expired
Outstanding at year-end
Exercisable at year-end
2012
2011
Number of
Options
Weighted
Avg Exercise
Price
Number of
Options
Weighted
Avg Exercise
Price
7,976,410
0.15
7,976,410
0.15
-
-
-
-
(1,300,000)
0.10
-
-
(2,274,804)
0.15
-
-
4,401,606
0.16
7,976,410
0.15
4,401,606
0.16
7,876,410
0.15

ASX Code: TAS

Page 37 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 27: FINANCIAL INSTRUMENTS

a. Financial Risk Management

The group’s financial instruments consist mainly of deposits with banks, accounts payable.

The main purpose of non-derivative financial instruments is to raise finance for group operations.

i. Liquidity Risk

Responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring cash flows.

The remaining contractual maturities of the Group and Parent entities financial liabilities are:

6 months or less
Total
ii.
Credit Risk
2012
$
2011
$
126,927
87,252
126,927
87,252

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, as disclosed in the balance sheet.

The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Group.

b. Financial Instruments

i. Interest Rate Risk

The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

Weighted
Average Effective
Interest Rate
Weighted
Average Effective
Interest Rate
Weighted
Average Effective
Interest Rate
Floating Interest
Rate
Floating Interest
Rate
Non Interest
Bearing
Non Interest
Bearing
Total
2012 2011 2012 2011 2012 2011 2012 2011
$ $ $ $ $ $
Financial Assets:
Cash and cash equivalents 3.75% 4.25% 746,025 813,892 - - 746,025 813,892
Trade and other receivables - - - - 514,784 49,968 514,784 49,968
Total Financial Assets - - 746,025 813,892 514,784 49,968 1,260,809 863,860
Financial Liabilities:
Trade and sundry payables - - - - 126,297 87,252 126,297 87,252
Total Financial Liabilities - - - - 126,297 87,252 126,297 87,252
  • ii. Price Sensitivity Analysis

At 30 June 2012, the effect on equity as a result of changes in the price risk, with all other variables remaining constant would be as follows

2012 2011 $ $ Increase in market value of available-for-sale financial assets at fair value by 10% 49,047 420,632 Decrease in market value of available-for-sale financial assets at fair value by 10% (49,047) (420,632) At 30 June 2012, there will be no effect on profit as a result of changes in the price risk.

ASX Code: TAS

Page 38 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 NOTE 27: FINANCIAL INSTRUMENTS CONTINUED

b. Financial Instruments continued

iii. Net Fair Values

Aggregate net fair values and carrying amounts of financial assets and financial liabilities.

2012 2011
Carrying Net Fair Carrying Net Fair
Amount Value Amount Value
$ $ $ $
Financial Assets
Cash and cash equivalents 746,025 746,025 813,892 813,892
Trade and other receivables 514,784 514,784 49,968 49,968
Available-for-sale financial assets at fair value 490,469 490,469 4,206,317 4,206,317
Investments accounted for using the equity method
-
400,000 - 975,000
1,270,482 1,670,482 5,070,177 6,045,177
Financial Liabilities
Trade and sundry payables 126,927 126,927 87,252 87,252
126,927 126,927 87,252 87,252
NOTE 27: COMPANY DETAILS
The registered office of the company is: The principal place of business is:
Tasman Resources Ltd Tasman Resources Ltd
Level 15 Level 15
197 St Georges Terrace 197 St Georges Terrace
Perth Perth
Western Australia 6000 Western Australia 6000

ASX Code: TAS

Page 39 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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DIRECTORS’ DECLARATION

In the opinion of the directors of Tasman Resources Ltd (the “Company”):

  • a. the financial statements and notes set out on pages 21 to 39, and the Remuneration disclosures that are contained in pages 16 to 18 of the Remuneration Report in the Directors’ Report, are in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the Group’s financial position as at 30 June 2012 and of its performance, for the financial year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

  • (iii) complying with International Financial Reporting Standards as disclosed in Note 1.

  • b. the remuneration disclosures that are contained in page 17 to 18 of the Remuneration Report in the Directors’ Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures and

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

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


Gregory H Solomon Director

Dated this 27[th] day of September 2012

ASX Code: TAS

Page 40 of 45

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Independent Auditor’s Report

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

To the Members of Tasman Resources Limited

Report on the financial report

We have audited the accompanying financial report of Tasman Resources Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated 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 of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors responsibility for the financial report

The Directors of the Company are responsible for the preparation 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 determines is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

Page 41 of 45

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In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial report that gives a true and fair view 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 Company’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.

Auditor’s opinion

In our opinion:

  • a the financial report of Tasman Resources Limited is in accordance with the Corporations Act 2001, including:

  • i giving a true and fair view of the consolidated entity’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 and the Corporations Regulations 2001; and

  • b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 16 to 18 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 on the remuneration report.

Page 42 of 45

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In our opinion, the remuneration report of Tasman Resources Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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P W Warr

Partner – Audit & Assurance

Perth, 27 September 2012

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

Liability limited by a scheme approved under Professional Standards Legislation

Page 43 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

  1. Shareholding as at 31 August 2012

a. Distribution of Shareholders

Distribution of Shareholders
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number
Ordinary
104
332
360
1,169
307
2,272
  • b. The number of shareholdings held in less than marketable parcels at 30 June 2012 is 442.
b. The number of shareholdings held in less than marketable parcels at 30 June 2012 is 442. The number of shareholdings held in less than marketable parcels at 30 June 2012 is 442.
c. The names and relevant interests of the substantial shareholders listed in the company’s register as at
31 August 2012 are:
Shareholder Number Ordinary
Arkenstone Pty Ltd 28,621,975
March Bells Pty Ltd 28,301,500

d. Voting Rights

Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

e. 20 Largest Shareholders — Ordinary Shares

20 Largest Shareholders — Ordinary Shares 20 Largest Shareholders — Ordinary Shares
Name Number of % of Issued
Shares Held Capital
1. Arkenstone Pty Ltd 22,449,927 9.931%
2. March Bells Pty Ltd 19,318,008 8.545%
3. March Bells Pty Ltd 8,497,000 3.759%
4. Arkenstone Pty Ltd 8,227,200 3.639%
5. HSBC Custody Nominees (Australia) Ltd 7,508,452 3.321%
6. Mr Lafras Luitingh 4,250,000 1.880%
7. Kalsie Holdings Pty Ltd 4,000,000 1.769%
8. Mr Thomas Fleet Scaife 3,200,912 1.416%
9. Nefco Nominees Pty Ltd 2,500,000 1.106%
10. Citicorp Nominees Pty Limited 2,369,360 1.048%
11. March Bells Pty Ltd 2,356,601 1.042%
12. Ernie Pty Ltd 1,900,000 0.840%
13. Kavel Pty Ltd 1,760,000 0.778%
14. Catchpole Investments Pty Ltd 1,736,805 0.768%
15. Lippo Securities Nominees (BVI) Ltd 1,500,000 0.663%
16. Resources & Land Management Services 1,408,334 0.623%
17. Peto Pty Ltd 1,361,250 0.602%
18. Silva Pty Ltd 1,333,333 0.590%
19. Taycol Nominees Pty Ltd 1,300,000 0.575%
20. Malenki Pty Ltd 1,300,000 0.575%
98,277,182 43.470%

ASX Code: TAS

Page 44 of 45

Tasman Resources Ltd Annual Report for Year Ending 30 June 2012

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2. Unlisted Options as at 31 August 2012

Unlisted Options as at 31 August 2012
Name
Date of Expiry
Exercise Price
ESOP
26 May 2013
0.12
DIRECTORS
20 November 2012
0.16875
ESOP
8 February 2012
0.15
ESOP
31 May 2013
0.15
ESOP
30 June 2014
0.125
Number under Option
500,000
3,000,000
401,606
500,000
2,000,000
6,401,606

TENEMENT SCHEDULE

Table 1 lists further details on the tenements.

Table 1: Tasman Resource Tenement Schedule

State Licence Type Number %
Interest
Locality Location
SA ELA 2011/299 100 Island Lagoon Approximately30 km south of Woomera
SA EL 4770 100 Lucas Hill Approximately25 km south of Woomera
SA EL 4206 100 White Cliff Approximately70 km NNW of Andamooka
SA EL 4405 100 Fergusson Hill Approximately120km northwest of Andamooka
SA EL 4300 100 Andamooka ImmediatelyENE of Andamooka
SA EL 4857 100 Todds Dam Approximately45 km west of Andamooka
SA EL 4322 100 Andamooka North Approximately140 km northwest of Leigh Creek
SA EL 4475 100 Iron Knob Approximately50 km WSW of Port Augusta
SA ELA 2010/59 100 Sandstone Approximately90 km southwest of Coober Pedy
SA ELA 2010/233 100 Wildingi Claypan Approximately95 km southwest of Coober Pedy
SA EL 4868 100 GalaxyTank Approximately85 km southwest of Coober Pedy

ASX Code: TAS

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