ABN 65 009 131 533

WINDIMURRA VANADIUM LIMITED AND ITS CONTROLLED ENTITIES (Subject to Deed of Company Arrangement)

Annual Financial Report For the year ended 30 June 2009

	Page
Corporate Information	3
Directors' report	4
Consolidated income statement	2 4
Consolidated balance sheet	2 5
Consolidated statement of changes in equity	26
Consolidated cash flow statement	27
Notes to the financial statements	28
Directors' declaration	5 6
Auditor's report	57
Lead auditor's independence declaration	59
Additional shareholder information	60

Corporate Information

Directors	Mr Phillip Laskaris (resigned 30 January 2009) Mr Ricardo Leiman (resigned 13 February 2009) Mr Nicholas Moreland (resigned 13 February 2009) Earl of Warwick (resigned 2 October 2009) Mr Garry Korte (resigned 29 October 2009) Dr Iain Scott (resigned 29 October 2009) Dr Wolf Martinick (resigned 2 October 2009) Ms Paula Cowan (appointed 30 July 2012) Mr Paul Price (appointed 30 July 2012) Mr KC Ong (appointed 30 July 2012)
Company Secretary	Mr Matthew Lilly (resigned 31 March 2009) Mr Garry Korte (appointed 31 March 2009, resigned 29 October 2009) Ms Paige Exley (appointed 30 July 2012, resigned 7 November 2012) Ms Nicki Farley (appointed 7 November 2012)
Registered Office and Principal Place of Business	Level 24, 44 St Georges Terrace PERTH WA 6000 Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875
Share Registry	Computershare Investor Services Pty Limited Reserve Bank Building Level 2, 45 St Georges Terrace PERTH WA 6000
Website	www.windimurravanadium.com.au
Place of Incorporation	Western Australia
Auditors	KPMG 235 St Georges Terrace Perth WA 6000
Solicitors	Price Sierakowski Corporate Level 24, 44 St Georges Terrace PERTH WA 6000 Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875
Bankers	National Australia Bank
	100 St Georges Terrace PERTH WA 6000
	Suncorp Bank 41-43 St Georges Terrace PERTH WA 6000
Stock Exchange	ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

Windimurra Vanadium Limited and its controlled entities Directors' report For the year ended 30 June 2009

The directors present their report together with the financial report of Windimurra Vanadium Limited and its controlled entities ('the consolidated entity') for the financial year ended 30 June 2009 and the auditor's report thereon.

	Contents of directors' report	Page
1. Directors		5
	2. Company secretary	7
	3. Directors' meetings	7
	4. Corporate governance statement	8
	4.1 Corporate governance statement	8
	4.2 Identification of independent directors	9
	4.3 Statement concerning availability of independent professional advice	9
	4.4 Board of directors	9
	4.5 Board processes	10
	4.6 Remuneration committee	10
	4.7 Audit committee	10
	4.8 Project expenditure committee	11
	4.9 Remuneration report - audited	11
	4.10 Risk management	17
	4.11 Ethical standards	17
	4.12 Communication with shareholders	17
	5. Principal activities	18
	6. Operating and financial review	18
7. Dividends		20
	8. Going Concern	20
	9. Future developments	21
	10. Directors' interests	21
	11. Share options	22
	12. Indemnification and insurance of officers and auditors	22
	13. Non-audit services	22
	14. Lead auditor's independence declaration	23

For the year ended 30 June 2009

1. Directors

The directors of the consolidated entity at any time during or since the end of the financial year are:

Name, qualifications and positions	Experience, special responsibilities and other directorships
Wolf Martinick PhD, BSc Agric Chairman and Independent Non Executive Director	Resigned 2 October 2009 Appointed as Non-Executive Director on 21 December 2006 and Chairman on 6 March 2008. Dr Martinick is an environmental scientist with more than 35 years experience in the resources industry and has been involved with mineral exploration and mining projects around the world. Dr Martinick is Chairman of Weatherly International Limited, an AIM listed mining group with extensive copper mining and smelting interests in Namibia, Chairman of Ezenet Limited, and a non executive Director of the ASX listed companies Uran Limited, Sun Resources Limited and Azure Minerals Limited.
Iain Scott PhD Min. Processing, B.Sc Met (Hons) Managing Director	Resigned 29 October 2009 Appointed as an Executive Director on 19 April 2007 and appointed as Managing Director on 20 June 2007. Dr Scott holds a PhD in Mineral Processing and first class honours degree in metallurgy. A highly credentialed mining executive with over 25 years experience in the minerals processing industry. Dr Scott is the former General Manager of Operations for copper, gold and bulk commodities producer, Straits Resources Limited.
Garry Korte B.Comm, CA, ACMA Finance Director	Resigned 29 October 2009 Appointed as Finance Director on 28 December 2007, Mr Korte's experience includes holding the position of CFO for a mining and materials handling contractor for 7 years as well as 3 years working as a corporate finance executive for a merchant bank specializing in the mining sector. Most recently he was "General Manager Commercial" for Brambles Industrial Services responsible for negotiating major mining and transport contracts and developing business growth proposals for board approval.
Earl of Warwick Independent Non Executive Director	Resigned 2 October 2009 Appointed as a Non-Executive Director on 14 May 1991, and held the position of Chairman of the Company for four years to 1 December 2005. The Earl of Warwick has wide management and property experience in Australia and overseas, and is Chairman of Central Asia Resources Ltd.
Ricardo Leiman B.Comm, MBA Non-Executive Director	Resigned 13 February 2009 Appointed as a Non-Executive Director on 3 November 2006. Mr Leiman holds Masters of Business Administration from the University of Rochester NY, USA and the University of Nyenrode, the Netherlands as well as an Economics degree from the University of Sao Paulo, Brazil. He started his career with Credit Lyonnais Bank in Brazil followed by management positions with Louis Dreyfus in Brazil, Eximcoop in the Netherlands and Trader Classified Media in London and Paris. In 2002 he rejoined Louis Dreyfus as COO North America, EMEA (Europe, Middle East, Africa) and Asia, later becoming COO Soft Commodities. Mr Leiman joined Noble Resources Limited in April 2006.

For the year ended 30 June 2009 1. Directors (continued)

The directors of the consolidated entity at any time during or since the end of the financial year are:

Name, qualifications and positions	Experience, special responsibilities and other directorships
Nicholas Morland ICAEW, ACA Non-Executive Director	Resigned 13 February 2009 Appointed as Non-Executive Director on 8 May 2008, Mr Morland is a London-based Chartered Accountant involved in investing in, and the management of, a worldwide portfolio. This portfolio is privately owned and has an emphasis on commodities. Previous roles have concentrated on situations where change management, new business planning and capital raising have been involved. These include as CEO of MIM, an insurance start up, Group Underwriting Deputy with Alea, General Manager Europe Portfolio Engineering with QBE and Group Operations Director at Hiscox. Mr Morland is a director of Minories Insurance Management Limited, Legion Limited, Prospect Publishing Limited and Tresilian Leisure Limited.
Phillip Laskaris BA (Hons), LLB Independent Non Executive Director	Resigned 30 January 2009 Appointed as a Non-Executive Director on 20 March 2008, Mr Laskaris holds a Bachelor of Arts (Hons) and Bachelor of Laws from the Australian National University. Mr Laskaris is a barrister practicing from Francis Burt Chambers in Perth. He started his legal career in 1987 in Fremantle WA with a mid-sized law firm becoming a partner in 1989 and then principal of the firm in 1996. He joined the independent bar in 2002. He is on the roll in the High Court of Australia, the WA Supreme Court and the NSW Supreme Court.
Paul Price Chairman and Non Executive Director	Mr Price was appointed as a Director of the Company on 30 July 2012. Mr Price has extensive experience in corporate and commercial matters and has advised national and international clients on capital raising and structuring issues including Corporations Act and ASX Listing Rule compliance and governance issues. Paul's clients span numerous industry sectors, including resources and energy, manufacturing, professional services, industrial and technology. Mr Price has served as a director of a number of ASX listed companies and is a co-founder of corporate advisory firm Trident Capital. Mr Price is a member of the Australian Institute of Company Directors, AMPLA (the Resources and Energy Law Association) and the Association of Mining and Exploration Companies. Paul has a Bachelor of Jurisprudence, a Bachelor of Laws and a Masters of Business Administration, all from the University of Western Australia. Mr Price is a director of Cell Aquaculture Ltd.
Paula Cowan Non-Executive Director	Ms Cowan was appointed as a Director of the Company on 30 July 2012. Ms Cowan is a qualified chartered accountant with over 10 years' experience and is currently a Partner of Palisade Business Consulting, a boutique professional services firm delivering financial solutions to listed and private companies, regulatory authorities and a range of Government and not for profit enterprises. Prior to joining Palisade Business Consulting, Ms Cowan was an Executive Director at KordaMentha, Perth. As a Chartered Accountant and member of the Australian Institute of Company Directors, her expertise and experience underpins services including business advisory, governance, cashflow modelling and management, corporate recovery, restructuring and financial investigations and reporting across a variety of industry sectors, including agribusiness, Indigenous, Mining and manufacturing.
KC Ong Non-Executive Director	Mr Ong was appointed as a Director of the Company on 30 July 2012. Mr. Ong has over 25 years of extensive and diverse experience in corporate finance and business advisory to corporations in Australia and South-East Asia. Mr. Ong is a Director of Trident Management Services. He is an alumni from Deakin University, Victoria, holding a Bachelor of Commerce degree and is a Certified Practicing Accountant. Mr Ong is a director of Reclaim Industries Limited, My ATM Limited, and Cell Aquaculture Limited.

For the year ended 30 June 2009

2. Company secretary

Mr Matthew Lilly, LLB was appointed to the position of company secretary on 27 February 2006 and resigned on 31 March 2009. Mr Lilly gained his legal training post-graduation at Parker & Parker and served seven years at Alcoa as corporate solicitor and company secretary. Prior to joining the Company he served a privately owned group as Commercial Manager and Company Secretary with a wide range of responsibilities including legal counsel, compliance with banking covenants, insurance management, corporate affairs, strategy, business restructure, business acquisition and divestment.

Mr Garry Korte was appointed to the position of company secretary on 31 March 2009 and resigned on 29 October 2009.

Ms Paige Exley was appointed to the position of company secretary on 30 July 2012 and resigned on 7 November 2012.

Ms Nicki Farley was appointed to the position of company secretary on 7 November 2012. Ms Farley holds a Bachelor of Laws and Arts from the University of Western Australia and has over 10 years of experience working within the corporate advisory area providing advice in relation to capital raisings, corporate and securities laws, mergers and acquisitions and general commercial transactions. Ms Farley has also held a number of company secretarial roles for ASX listed companies.

3. Directors' meetings

The number of directors' meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the consolidated entity during the financial year are:

Director Board Meetings			Audit Committee Meetings		Remuneration Committee Meetings		Project Expenditure Committee Meetings
	A	B	A	B	A	B	A	B
Wolf Martinick	9	9	1	1	2	2	4	4
Iain Scott	9	9	1	1	2	2	4	4
Garry Korte	9	9	1	1	2	2	4	4
Earl of Warwick	9	9	1	1	2	2	4	4
Ricardo Leiman	7	9	1	1	2	2	2	4
Nicholas Morland	8	9	-	1	1	2	3	4
Phillip Laskaris	8	8	1	1	2	2	4	4

A – Number of meetings attended

B – Number of meetings held during the time the director held office during the year

For the year ended 30 June 2009

4. Corporate governance statement

4.1 Corporate governance statement

At the date of the report, the Company has adopted systems of control and accountability as the basis for the administration of Corporate Governance. Some of these policies and procedures are summarised below.

The Board is committed to administering the policies and procedures with openness and integrity, pursue the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted the Eight Essential Corporate Governance Principles and Best Practice Recommendations ("Recommendations") as published by ASX Corporate Governance Council.

The Company's Corporate Governance policy is available on the Company's website. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

Principle 1– Lay solid foundations for management oversight

The Board and management have agreed on their respective roles and responsibilities and the functions reserved to the Board and management. The Board has established and adopted a Board Charter for this purpose. The Board has also established a Nomination and Remuneration Committee Charter which, among other functions, guides the Board in its evaluation of the performance of senior executives.

Principle 2 – Structure the Board to add value

The Board ultimately takes responsibility for corporate governance, and will be accountable to the Shareholder for the performance of the Company. The functions and responsibilities of the Board are set out in the Company's constitution and Corporations Act.

The Board does not currently have a majority of independent directors. It is comprised of one independent director and two non-independent directors. The existing structure is considered appropriate given the small scale of the Company's enterprise and the associated economic restrictions this places on the Company. The existing structure is aimed at maximising the financial position of the Company by keeping its operating costs to a minimum.

No separate nomination committee has been formed. However, the Company has adopted a Nomination and Remuneration Committee Charter. The role of the nomination committee is carried out by the full Board in accordance with the Nomination and Remuneration Committee Charter. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate committee.

Principle 3 – Promote ethical and responsible decision making

All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Board has established a Code of Conduct to guide the Directors, managers, contractors, employees and officers of the Company. A Share Trading Policy has also been established.

Principle 4 – Safeguard integrity in financial reporting

The Directors require the Chief Financial Officer and Chief Executive Officer to state in writing to the Board that the Company's financial condition and operational results and is in accordance with relevant accounting standards.

A separate audit committee has not been formed. However, the Company has adopted an Audit Committee Charter. The role of the audit committee is carried out by the full Board in accordance with the Audit Committee Charter. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing a separate audit committee.

For the year ended 30 June 2009

4.1 Corporate governance statement (continued)

Principle 5 – Make timely and balanced disclosure

The Directors are committed to keeping the market fully informed of material developments to ensure compliance with the Listing Rules and the Corporations Act. The Directors have established a written policy and procedure to ensure compliance with the disclosure requirements of the Listing Rules.

Principle 6 – Respect the rights of Shareholders

The Directors have established a communication strategy to promote effective communication with Shareholders and encourage effective participation at general meetings. As well as ensuring timely and appropriate access to information for all investors via announcements to the ASX, the Company will ensure that all relevant documents are released on the Company's website.

Principle 7 – Recognise and manage risk

The Directors have established a Risk Management Policy regarding the oversight and management of material business risks.

Principle 8 – Remunerate fairly and responsibly

A separate remuneration committee has not been formed. However, the Company has adopted a Nomination and Remuneration Committee Charter. The role of the Remuneration Committee is carried out by the full Board in accordance with the Nomination and Remuneration Committee charter. The Board considers at this stage, no efficiencies or other benefits would be gained by establishing a separate Committee.

Other information

Further information relating to the Company's corporate governance practices and policies has been made publicly available on the Company's website at www.windimurravanadium.com.au.

4.2 Identification of independent directors

The independent directors of the consolidated entity during the year were Dr Wolf Martinick, The Earl of Warwick, and Mr Phillip Laskaris. Neither Mr Ricardo Leiman nor Mr Nicholas Morland was considered independent as both were senior executives and nominees of major shareholders. Both Dr Iain Scott and Mr Garry Korte were executives of the consolidated entity and are therefore not independent.

4.3 Statement concerning availability of independent professional advice

If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his office as a director then, provided the director first obtains approval for incurring such expense from the Chairman, the Company will pay the reasonable expenses associated with obtaining such advice.

4.4 Board of directors

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

To fulfil this role, the board is responsible for the overall corporate governance of the consolidated entity including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management's goals and ensuring the integrity of internal control and management information systems.

It is also responsible for approving and monitoring financial and other reporting.

For the year ended 30 June 2009

4.5 Board processes

During the year, to assist in the execution of its responsibilities, the board had established a number of board committees including a remuneration committee, an audit committee, and a project expenditure committee. The board had also established a framework for the management of the Company including a system of internal control, a business risk management process and the establishment of appropriate ethical standards, including a vision and value statement which sets the framework for all of its dealings.

The full board regularly held scheduled meetings during the year, and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise. The agenda for meetings were prepared in conjunction with the chairman, managing director and company secretary. Submissions are circulated in advance. Executives were regularly involved in board discussions and directors had other opportunities, including visits to business operations, for contact with a wider group of employees.

4.6 Remuneration committee

The remuneration committee reviews and made recommendations to the board on remuneration packages and policies applicable to the executive officers and directors themselves of the Company. Subject to approval from the full board and where applicable the shareholders, the remuneration committee were responsible for share option schemes. It was also responsible for incentive performance packages, superannuation entitlements, fringe benefits policies and professional indemnity and liability insurance policies.

The members of the remuneration committee during the year were:

Mr W Martinick Independent Non-Executive Director (resigned 2 October 2009)
Earl of Warwick Independent Non-Executive Director (resigned 2 October 2009)
Mr R Leiman Non-Executive Director (resigned 13 February 2009)

The remuneration committee was comprised only of non-executive directors. The Managing Director and Chief Financial Officer were invited to remuneration committee meetings, as required, to discuss senior executives' performance and remuneration packages but did not attend meetings involving matters pertaining to themselves.

The committee met two times during the financial year and committee members' attendance record is disclosed in the table of directors' meetings on page 7.

At the date of this report, a separate remuneration committee has not been formed. However, the Company has adopted a Nomination and Remuneration Committee Charter. The role of the Remuneration Committee is carried out by the full Board in accordance with the Nomination and Remuneration Committee charter. The Board considers at this stage, no efficiencies or other benefits would be gained by establishing a separate Committee.

4.7 Audit committee

The role of the audit committee was to assist the Board to meet its oversight responsibilities in relation to the Company's financial reporting and internal control structure. The audit committee was required to have a minimum of three members, composed of non-executive directors.

The members of the audit committee during the year were:

Dr W Martinick Independent Non-Executive Director (resigned 2 October 2009)
The Earl of Warwick Independent Non-Executive Director (resigned 2 October 2009)
Mr P Laskaris Independent Non-Executive Director (resigned 30 January 2009)

The committee met once during the financial year and committee members' attendance record is disclosed in the table of directors' meetings on page 7.

At the date of this report, a separate audit committee has not been formed. However, the Company has adopted an Audit Committee Charter. The role of the audit committee is carried out by the full Board in accordance with the Audit Committee Charter. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing a separate audit committee

For the year ended 30 June 2009

4.8 Project expenditure committee

The role of the project expenditure committee was to review, evaluate and approve capital expenditure in accordance with the budget approved by the Board.

The members of the project expenditure committee during the year were:

Dr I Scott Executive Director (resigned 29 October 2009)
Mr G Korte Executive Director (resigned 29 October 2009)

The committee met four times during the financial year and committee members' attendance record is disclosed in the table of directors' meetings on page 7.

At the date of this report, a project expenditure committee has not been formed.

4.9 Remuneration report

4.9.1 Principles of compensation – audited

Remuneration is referred to as compensation throughout this report.

Key management personnel had authority and responsibility for planning, directing and controlling the activities of the consolidated entity including directors of the consolidated entity and other executives. Key management personnel comprise the directors and the five most highly remunerated executives for the consolidated entity.

Compensation levels for key management personnel and secretaries of the controlled entity and relevant key management personnel of the consolidated entity are competitively set to attract and retain appropriately qualified and experienced directors and executives. Where required the remuneration committee obtains independent advice on the appropriateness of compensation packages given trends in comparative companies both locally and internationally and the objectives of the consolidated entity's compensation strategy.

The compensation structures explained below was designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account:

the capability and experience of the key management personnel;
the key management personnel's ability to control the relevant segment's performance; and
the Company's performance.

Compensation packages include a mix of fixed and variable compensation and short-term and long-term performancebased incentives. In addition to their salaries, the consolidated entity also provides non-cash benefits to its key management personnel, and contributes to a post-employment defined benefit superannuation plan on their behalf.

Fixed compensation

Fixed compensation consists of base compensation (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.

Compensation levels were reviewed at least annually by the remuneration committee through a process that considers individual, segment and overall performance of the consolidated entity. Where necessary, external consultants provided analysis and advice to ensure the directors' and senior executives' compensation were competitive in the market place. A senior executive's compensation was also reviewed on promotion.

Performance-linked compensation

Other short-term incentive bonuses or cash bonuses were determined by the Remuneration Committee and approved by the Board. Bonuses were based on the individual's performance, as well as the performance or outcomes achieved by the consolidated entity.

For the year ended 30 June 2009

Other benefits

Key management personnel could receive additional benefits as non-cash benefits, as part of the terms and conditions of their appointment. Non-cash benefits offered to key management personnel typically included payment of car parking. The consolidated entity pays fringe benefits tax on these benefits.

The consolidated entity had not established a policy for lending of funds to key management personnel. No loans were made during the current or prior financial periods and no loans are currently outstanding.

Non-executive directors

Dr Wolf Martinick (resigned 2 October 2009), as non-executive director, was appointed Chairman on 6 March 2008, was entitled to receive a fixed directors' fee of \$110,000 effective from 8 May 2008.

Mr Nicholas Morland (resigned 13 February 2009) and Mr Phillip Laskaris (resigned 30 January 2009), as non-executive directors, were entitled to receive a fixed director's fee of \$70,000 each per annum effective from 8 May 2008. The Earl of Warwick (resigned 2 October 2009), as non-executive director, was entitled to a fixed director's fee of \$70,000 effective 1 August 2008. Prior to this, The Earl of Warwick was entitled under a contract of employment to receive an annual salary of \$109,000.

Ricardo Leiman (resigned 13 February 2009), a non-executive director, received no directors' fees.

Paula Cowan, Paul Price, and KC Ong were appointed as directors on 30 July 2012 and currently receive no directors' fees.

In January 2013, the Board approved the remuneration of directors' fees; being \$5,000 per month for the Chairman and \$4,000 per month for each other Director for their services, commencing upon the reinstatement of the Company's Shares on the ASX.

For the year ended 30 June 2009

4.9 Remuneration report (continued)

4.9.2 Directors' and executive officers' remuneration (Company) - audited

Details of the nature and amount of each major element of remuneration of the consolidated entity's key management personnel are:

						Post	Other		Share-based		S300A (1)(e)(i)	S300A
				Short-term		employment	long term		payments		Proportion of	(1)(e)(vi) Value
				Non		Super					remuneration	of options as
		Salary &	STI cash	monetary	Total Short	annuation		Termination	Options and		performance	proportion of
		fees	bonus	benefits	term	benefits		benefits	rights (B)	Total	related	remuneration
		\$	\$	\$	\$	\$		\$	\$	\$	%	%
Non-executive directors
Dr Wolf Martinick, Non-Executive Director	2009	-	-	-	-	-	-	-	288,134	288,134	-	-
	2008	8,027	-	-	8,027	26,973	-	-	-	35,000	-	-
The Earl of Warwick, Non-Executive	2009	-	-	-	-	-	-	-	180,084	180,084	-	-
Director	2008	100,000	-	-	100,000	9,000	-	-	-	109,000	-	-
Mr Ricardo Leiman, Non-Executive Director	2009	-	-	-	-	-	-	-	-	-	-	-
(resigned 13 February 2009)	2008	-	-	-	-	-	-	-	-	-	-	-
Mr Phillip Laskaris, Non-Executive Director	2009	6,000	-	-	6,000	-	-	-	231,677	237,677	-	-
(resigned 30 January 2009)	2008	-	-	-	-	9,016	-	-	-	9,016	-	-
Mr Nicholas Morland, Non-Executive	2009	18,248	-	-	18,248	-	-	-	180,084	198,332	-	-
Director (resigned 13 February 2009)	2008	-	-	-	-	-	-	-	-	-	-	-
Executive Directors
Dr Iain Scott, Managing Director	2009	415,996	-	-	415,996	40,500	-	-	1,104,550	1,560,046	-	-
	2008	404,572	-	2,759	407,331	69,578	-	-	371,290	848,199	-	44%
Mr Garry Korte, Finance Director, Chief	2009	300,000	-	-	300,000	27,000	-	-	405,188	732,188	-	-
Financial Officer and Company Secretary	2008	240,000	-	2,759	242,759	21,600	-	-	102,556	366,915	-	28%
Executives
Mr Martin Reed, Chief Operating Officer	2009	-	-	-	-	-	-	97,362	-	97,362	-	-
(ceased employment 18 February 2009 )	2008	180,650		920	181,570	66,834			851,559	1,099,963		77%
Mr Matthew Lilly, Company Secretary	2009	154,242	-	-	154,242	15,525	-	-	-	169,767	-	-
(resigned 31 March 2009)	2008	199,816	-	2,759	202,575	38,037	-	-	1,263	241,875	-	1%

Windimurra Vanadium Limited Directors' report (continued)

For the year ended 30 June 2009

4.9 Remuneration report (continued)

Total compensation: key management	2009	894,486	-	-	894,486	83,025	-	97,362	2,389,717	3,464,590
personnel (company)	2008	1,133,065	-	9,197	1,142,262	241,038	-	-	1,326,668	2,709,968

Notes in relation to the table of directors' and executive officers remuneration - audited

A. The fair value of the options is calculated at the date of grant using the Black-Scholes option-pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised in this reporting period. Market conditions have been taken into account within the valuation model.
B. The Company was placed into Administration by a resolution of Directors on 18 February 2009. All employees were terminated on 18 February 2009 and directors resigned in the periods following the Administrators appointment.

For the year ended 30 June 2009

4.9 Remuneration report (continued)

The following factors and assumption were used in determining the fair value of options on grant date:

Grant Date	Expiry Date	Fair value per option	Exercise price	Price of shares on grant date	Expected volatility	Risk free interest rate	Probability of early exercise of options	Dividend yield

15 July 2008	14 May 2011	\$1.32	\$2.00	\$2.75	70.0%	6.49%	NA	0.00%
15 July 2008	14 May 2012	\$1.64	\$2.75	\$2.75	70.0%	6.49%	NA	0.00%
21 Feb 2008	21 Feb 2011	\$0.89	\$2.03	\$1.83	75.0%	7.00%	NA	0.00%
21 Feb 2008	21 Feb 2012	\$1.02	\$2.03	\$1.83	75.0%	7.00%	NA	0.00%
25 August 2008	30 July 2011	\$1.39	\$2.12	\$2.29	70.0%	6.54%	NA	0.00%
7 Nov 2008	21 Feb 2011	\$1.08	\$2.60	\$2.29	50.0%	3.96%	NA	0.00%
7 Nov 2008	15 June 2011	\$1.08	\$2.12	\$2.29	50.0%	3.96%	NA	0.00%
7 Nov 2008	30 July 2011	\$1.08	\$2.12	\$2.29	50.0%	3.96%	NA	0.00%

NA – Not Available. The Company was placed into Administration by a resolution of Directors on 18 February 2009.

Details of performance related remuneration – audited

Detail of the company's policy in relation to the proportion of remuneration that is performance related is discussed on page 11.

4.9.3 Equity instruments

4.9.3.1 Options and rights over equity instruments granted as compensation – audited

Details on options over ordinary shares in the consolidated entity that were granted as compensation to each key management person during the reporting period and details on options that were vested during the reporting period are as follows:

	Number of options granted during financial		Number of options vested during the	Fair value per option at grant	Exercise price per
	year	Grant date	financial year	date	option	Expiry date
2009
Executives
Dr Iain Scott	250,000	15 Jul 2008	250,000	\$1.32	\$2.00	14 May 2011
Dr Iain Scott	250,000	15 Jul 2008	250,000	\$1.64	\$2.75	14 May 2012
Mr P Laskaris	166,667	25 Aug 2008	166,667	\$1.39	\$2.12	30 Jul 2011
Mr G Korte	125,000	7 Nov 2008	125,000	\$1.08	\$2.60	21 Feb 2011
Executive	100,000	7 Nov 2008	100,000	\$1.08	\$2.12	15 Jun 2011
Earl of
Warwick	166,667	7 Nov 2008	166,667	\$1.08	\$2.12	30 Jul 2011
Mr G Korte	250,000	7 Nov 2008	250,000	\$1.08	\$2.12	30 Jul 2011
Dr Iain Scott	400,000	7 Nov 2008	400,000	\$1.08	\$2.12	30 Jul 2011
Mr N Morland	166,667	7 Nov 2008	166,667	\$1.08	\$2.12	30 Jul 2011
Dr W Martinick	266,667	7 Nov 2008	266,667	\$1.08	\$2.12	30 Jul 2011

Vesting conditions on options granted are determined by the Board. Options vest on the employees commencement date, and on the completion of the number of year's service nominated by the Board. All options expire on the earlier of their expiry date or one month after termination of the individual's employment, unless otherwise agreed by the Board. The options are exercisable at any time from the grant date to the expiry date upon receipt by the Board of a written notice to exercise. The options were provided at no cost to the recipients. During the year, the Company went into administration and thus, all options were cancelled.

For the year ended 30 June 2009

4.9.3.1 Exercise of options granted as compensation - audited

During the reporting period, the following shares were issued on the exercise of options previously granted as compensation:

2009	Number of shares	Amount paid \$/share
Directors
Nil	-	-
Executives
Nil	-	-

4.9.3.2 Analysis of options and rights over equity instruments granted as compensation - audited

Details of the vesting profile of the options granted during the reporting period as remuneration to each director of the consolidated entity and each of the five named consolidated entity executives and relevant group executives are detailed below.

		Options granted		Forfeited	Financial years in
	Number	Date	year	in year	which grant vests
2009
Directors
Dr Iain Scott	250,000	15 Jul 2008	100%	-	2009
Dr Iain Scott	250,000	15 Jul 2008	100%	-	2009
Mr P Laskaris	166,667	25 Aug 2008	-	100%	2009
Mr G Korte	125,000	7 Nov 2008	100%	-	2009
Executive	100,000	7 Nov 2008	100%	-	2009
Earl of Warwick	166,667	7 Nov 2008	-	100%	2009
Mr G Korte	250,000	7 Nov 2008	100%	-	2009

The movement during the reporting period, by value, of options over ordinary shares in the consolidated entity held by each Company director and each of the five named consolidated entity executives and relevant group executives is detailed below.

		Value of Options
	Granted in year	Exercised in year	Lapsed in year
2009	\$ (A)	\$ (B)	\$ (C)
Executives
Dr Iain Scott	1,104,550	-	-
Mr P Laskaris	231,677	-	-
Mr G Korte	405,188	-	-
Executive Earl of	180,083	-	-
Warwick	180,084	-	-
Mr N Morland Dr W	180,084	-	-
Martinick	288,134	-	-

(A) The value of options granted in the year is the fair value of the options calculated at grant date using the Black-Scholes option-pricing model. The total value of the options granted is included in the table above.
(B) The value of options exercised during the year is calculated as the market price of shares of the consolidated entity on the Australian Stock Exchange as at close of trading on the date the options were exercised after deducting the price paid to exercise the option.
(C) The value of the options that lapsed during the year represents the benefit forgone and is calculated at the date that option lapsed using the Black-Scholes option-pricing model with no adjustments for whether the performance criteria had been achieved.

For the year ended 30 June 2009

4.10 Risk management

Financial Reporting

Monthly actual results were reported against budgets approved by the directors and revised forecasts for the year were prepared regularly.

Environmental regulation

The consolidated entity's operations were subject to significant environmental regulation under both Commonwealth and State legislation in relation to its exploration and mining activities.

The consolidated entity is committed to achieving a high standard of environmental performance. It had appointed an Environmental Superintendent to focus on this area to ensure appropriate monitoring of environmental exposures and compliance with environmental regulations.

4.11 Ethical standards

All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity. Every employee had a nominated supervisor to whom they may refer any issues arising from their employment.

Conflict of interest

Directors must keep the board advised, on an ongoing basis, of any interest that could potentially conflict with those of the consolidated entity. The board had developed procedures to assist directors to disclose potential conflicts of interest. Where the board believed that a significant conflict exists for a director on a board matter, the director concerned did not receive

4.12 Communication with shareholders

The board provides shareholders with information in accordance with its legal obligations which includes identifying matters that may have a material effect on the price of the Company's securities, notifying them to the ASX, posting them on the Company's website, and issuing media releases.

In summary, this process operates as follows:

the Chairman, managing director, finance director and the company secretary are responsible for compliance with the company's legal obligations and where necessary informing the board. The company secretary is responsible for all communications with the ASX.
the full annual financial report is distributed to all shareholders and made available on the Company's website.

the relevant board papers and was not present at the meeting whilst the item was considered.

the half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year reviewed financial report is lodged with the Australian Securities and Investments Commission and the ASX, and sent to any shareholder who requests it. The half-year report is also posted on the company's website.
proposed major changes in the consolidated entity which may impact on share ownership rights are submitted to a vote of shareholders.
all announcements made to the market, and related information (including information provided to analysts or the media during briefings), are placed on the Company's website after they are released to the ASX.
the external auditor attends the annual general meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor's report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit.

The board encourages full participation of shareholders at the Annual General Meeting, to ensure a high level of accountability and identification with the consolidated entity's strategy and goals. Important issues are presented to the shareholders as single resolutions.

For the year ended 30 June 2009

5. Principal activities

Prior to going into administration on 18 February 2009, the principal commercial activity of the consolidated entity was the exploration and commercial development of the Windimurra Vanadium mine site.

There were no other significant changes in the nature of the activities of the consolidated entity during the year.

6. Operating and financial review

Overview of the Company

The net loss after the provision for income tax for the consolidated entity for the financial year ended 30 June 2009 amounted to \$172,360,102 (2008: loss \$1,105,000).

Preparation of Financial Statements

The annual financial report have been prepared after consideration and evaluation of the information available having regard to the following events:

On 18 February 2009, the Company was placed into administration by a resolution of the directors of the Company (refer also to "History, Review of Operations and Subsequent Events" below). As a result of this, the directors at that time no longer had full control over the running of the Company and there was a subsequent loss of key staff.
The Company entered into a Deed of Company Arrangement ("DOCA") pursuant to the Corporations Act 2001 as approved at a Creditors Meeting on 9 December 2009.

Every reasonable effort has been made by the Directors to obtain all financial information of the Company. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material to the financial statements.

The Company's 90% owned subsidiary, Midwest Vanadium Pty Ltd was sold on 24 September 2010. As a result of this, the Company had lost access to the financial information of the subsidiary and consequently, the Company has not consolidated the financial results and position.

History, Review of Operations and Subsequent Events

Prior to going into administration, the Company held a 90% interest in the Windimurra Vanadium Mine ("Windimurra Mine"), located some 600km to the north east of Perth and 80km east south east of the town of Mt Magnet in Western Australia. The Windimurra Vanadium Mine hosted one of the largest proven reserves of vanadium reported anywhere in the world.

Administration

On 18 February 2009, the Company advised the ASX that Martin Jones, Darren Weaver and Andrew Saker were appointed as Joint and Several Administrators to its 90% owned subsidiary MidWest Vanadium Pty Ltd. Furthermore, Messrs Martin Madden and Brian McMaster both of KordaMentha , were appointed as Joint and Several Receivers and Managers over the shares the Company owns in its 90% owned subsidiary, MidWest Vanadium Pty Ltd and over all the assets and undertaking of MidWest Vanadium Pty Ltd itself. The securities of the Company were suspended from official quotation on the official list of the ASX on 11 February 2009.

On 3 March 2009, a meeting of the Company's Creditors was convened pursuant to Section 439A of the Corporations Act 2001 to consider, amongst other matters, the execution of a Deed of Company Arrangement to reconstruct and recapitalise the Company.

On 9 December 2009, at a reconvened Creditors meeting, Creditors resolved that the Company enter into a Deed of Company Arrangement ("the original DOCA"). On 31 December 2009 the Company and the Administrators executed the original DOCA and the Administrators became the Deed Administrators of the original DOCA.

In or about March 2010, Trident Capital Pty Ltd made a proposal to reconstruct and recapitalise the Company ("Recapitalisation Proposal").

For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued)

Pursuant to a resolution at a meeting of the Creditors on 6 May 2010 to consider the variation or termination of the original DOCA in light of Trident Capital Pty Ltd's proposal, the creditors resolved that the Company vary the original DOCA. On 27 May 2010, the Company and the Administrators executed the revised Deed of Company Arrangment ("DOCA") to vary and supersede the original DOCA and the Administrators became the administrators of the DOCA.

The principal features of the Recapitalisation Proposal were as follows:

Capital Consolidation The Company's securities being consolidated on a 1:8 basis;
Reduction of Capital The capital of the Company being reduced by applying a portion of the accumulated losses of the Company (determined to be \$220,399,903) against the share capital of the Company which is considered permanently lost;
Issue of Shares to Strategic Investors The issue of 30,000,000 fully paid ordinary shares (post consolidation) for nil consideration to Strategic Investors;
Conversion of Convertible Notes The issue of 100,000,000 new shares arising on the conversion of the convertible notes issued by the Company in consideration for \$500,000, with a conversion rate of 1 share for every \$0.005 of the note amounts (post consolidation);
Issue of Shares under Prospectus The issue of not less than 200,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise not less than \$2,000,000 under a prospectus.
Appointment of Directors Appointment of new directors and secretary;
Right for Directors to apply for Shares The right of the directors to participate in the public issue;
Payment to the Claimant Group The payment of \$300,000 to the Badimia Native Title Claimant Group in exchange for the documentation required to obtain the grant of the mining lease M58/272 in accordance with the Deferred Mining Agreement;
Payments to the Deed Administrator In accordance with the DOCA, transfer of the proceeds from liquidation of the Company's assets and the amount of \$480,000 from the capital raisings to the Deed Administrators to be applied to the trust fund;
Forgiveness of Claims The release of all existing claims against the Company with creditors' claims to be satisfied from the Creditors' trust fund in accordance with the terms of the DOCA and the Creditors Trust Deed.

On 26 February 2013, the terms of the Recapitalisation Proposal which were subject to shareholder approval, was tabled and the resolutions passed at a general meeting of shareholders.

The reduction of capital took effect on that date on 26 February 2013. On 12 March 2013, the Company's securities were consolidated on a 1:8 basis, resulting in a reduction of the number of shares on issue from 154,278,674 to 19,284,366 fully paid ordinary shares.

Due to unforeseen costs and circumstances, the Company determined that it is necessary to increase the amount to be raised under the prospectus to \$2,500,000 to ensure that it has sufficient cash reserves to satisfy ASX's conditions to reinstatement. Accordingly, an additional general meeting of shareholders was held on 14 August 2013 with the following resolutions approved by shareholders:

The issue of 100,000,000 new shares arising on the conversion of the convertible notes issued by the Company in consideration for \$500,000 raised from related and non-related parties including Trident Capital Pty Ltd, with a conversion rate of 1 share for every \$0.005 of the note amounts (post consolidation);
The issue of up to 250,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise up to \$2,500,000 under a prospectus;
The right of the Directors to participate in the public offer under the prospectus;
The issue of 30,000,000 fully paid ordinary shares (post consolidation) for nil consideration to Strategic Investors.

Directors' report (continued) For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued) Midwest Vanadium

In February 2009, the Company's subsidiary, Midwest Vanadium Pty Ltd ("Midwest"), went into administration. On 25 November 2009, Mineral Resources Limited ("MRL") had entered into a heads of agreement with the receiver of Midwest Vanadium Pty Ltd, to lead a consortium to recapitalise the Windimurra Vanadium project in Western Australia, together with Atlantic Ltd ("Atlantic").

On 24 September 2010, the Deed Administrators, Ferrier Hodgson advised the ASX that the Company had transferred 90,001 shares in Midwest to Atlantic to give effect to the DOCA and financial close between the Company and Midwest. As a result of this, the Company had lost access to the financial information of Midwest and consequently, the Company has not consolidated the financial results and position.

Officers

In October 2009, Messrs. Iain Scott, Garry Korte, Wolf Martinick and Earl of Warwick resigned as Directors of the Company.

On 30 July 2012, Messrs. Paul Price, KC Ong and Ms Paula Cowan were appointed as Directors of the Company. Ms Paige Exley was appointed as Company Secretary.

On 7 November 2012, Ms Paige Exley resigned as Company Secretary of the Company and Ms Nicki Farley was appointed.

7. Dividends

No dividends have been paid or declared by the consolidated entity to members during the 2009 or 2008 financial years.

8. Going Concern

Notwithstanding the poor trading history of the consolidated entity, the Directors are of the opinion that the Company is a going concern and thus the annual financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. In forming this opinion, the Directors have taken into account that:

1. The Company has successfully issued convertible notes raising \$500,000. The convertible notes were issued in two tranches:
Tranche 1 (providing \$150,000) was issued in July 2012; and
Tranche 2 (providing \$350,000) was issued in December 2012.

All cash relating to these convertible notes was received as at the date of issue of this annual report.

Proposed capital raising and issue of up to 250,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise up to \$2,500,000 under a prospectus.

If the prospectus is fully subscribed, then the Company will receive \$2,500,000 before costs of issue. The Directors expect that this amount will be sufficient to enable the Company to pay the costs of the Recapitalisation Proposal, make payments for the benefit of creditors under the DOCA, pay the Badimia Native Title Claimant Group pursuant to the Deferred Mining Agreement, fund the costs of reviewing and evaluating the Company's Mining Lease M58/272 and provide additional working capital.

The Directors are confident that the Company will be released and discharged of all claims (liabilities) by Creditors through satisfaction of the outstanding conditions of the DOCA, specifically the payment by the Company to the Deed Administrators of \$480,000 from the proceeds of issuing shares under the Prospectus.

In the event that the above initiatives are unsuccessful, in particular the outstanding conditions of the DOCA and the Company's reinstatement with the ASX, there is significant uncertainty whether the Company will be able to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.

Directors' report (continued) For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued)

The annual financial report does not include any adjustments relating to the carrying amount and classification of assets or to the amount and classification of liabilities that might be necessary should the Company not continue as a going concern.

9. Future developments

In accordance with the terms of the DOCA, the Company is currently preparing a prospectus for the issue of 250,000,000 fully paid ordinary shares by means of a public offer at one cent per share to raise \$2,500,000.

Funds raised under the prospectus will initially be used to pay the costs of the Recapitalisation Proposal, make payments for the benefit of creditors under the DOCA and pay the Badimia Native Title Claimant Group pursuant to the Deferred Mining Agreement.

Once completed, the Company will seek reinstatement to the Official List of the ASX.

Upon reinstatement to the ASX, the Company will seek to attract a suitable management team to explore and potentially develop the Tenement, Western Australian Mining Lease M58/272. The management team will also investigate the value of the Tenement, particularly in light of Atlantic Ltd.'s commissioning a vanadium mine adjacent to the Tenement in late 2011 (Atlantic Mine).

In addition to exploring and evaluating the potential of the tenement, once reinstated the Company will also actively pursue new projects in line with its operational history by way of acquisition and/or investment.

10. Directors' interests

The relevant interest of each director in the shares, debentures, interests in registered schemes and rights or options over such instruments issued by the consolidated entity and other related bodies corporate, as notified by the directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:

2009	Windimurra Vanadium Limited
	Ordinary shares	Options over ordinary shares
Dr W Martinick	-	-
The Earl of Warwick	1,509,664	-
Mr P Laskaris	-	-
Mr N Morland	-	-
Dr I Scott	5,000	-
Mr G Korte	4,564	-
Mr R Leiman	-	-
Ms Paula Cowan	-	-
Mr Paul Price	-	-
Mr KC Ong	-	-

Directors' report (continued)

For the year ended 30 June 2009

11. Share options

Options granted to directors and officers of the Company

During or since the end of the financial year, the Company granted options for no consideration over unissued ordinary shares in the Company to the following directors and to the following five most highly remunerated officers of the Company as part of their remuneration:

	Number of options granted	Exercise price	Expiry date
2009
Directors
Dr I Scott	250,000	\$2.00	14 May 2011
	250,000	\$2.75	14 May 2012
Mr G Korte	125,000	\$2.60	21 Feb 2011
	250,000	\$2.12	30 Jul 2011
The Earl Warwick	166,667	\$2.12	30 Jul 2011
Mr P Laskaris	166,667	\$2.12	30 Jul 2011
Mr N Morland	166,667	\$2.12	30 Jul 2011
Executive	100,000	\$2.12	15 Jun 2011

Unissued shares under option

At the date of this report, there are no unissued ordinary shares of the consolidated entity under option.

Shares issued on exercise of options

During or since the end of the financial year, the consolidated entity did not issue ordinary shares as a result of the exercise of options.

12. Indemnification and insurance of officers and auditors

The consolidated entity agreed to indemnify the following directors of the Company: Dr Wolf Martinick, Mr Ricardo Leiman, The Earl of Warwick, Dr Iain Scott, Mr Garry Korte, Mr Phillip Laskaris and Mr Nicholas Morland against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the consolidated entity, except where the liability arises out of conduct involving a lack of good faith.

13. Non-audit services

Details of the amounts paid and payable to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out below.

	Consolidated &	Consolidated	Parent
	Parent
	2009	2008	2008
	\$	\$	\$
Audit services:
Auditors of the Company
Audit and review of financial reports (KPMG Australia)	85,855	124,000	124,000
	85,855	124,000	124,000

Services other than statutory audit:
Other services
Corporate Finance fees (KPMG Australia)	-	-	-
Agreed upon procedures (KPMG Australia)	-	3,000	3,000
	-	3,000	3,000

The administrator of the Company determined not to have the Company's financial reports subsequent to 18 February 2009 reviewed or audited. In connection with the Company's proposed capital raising, the Directors sought to remedy this matter by having all reviews and audits brought up to date.

Audit fee of \$65,000 has been recognised in the 30 June 2013 financial statements and represents the fee for the reviews for the half year periods ended 31 December 2008, 2009, 2010, 2011 and 2012, and audits for the full year ended 30 June 2009, 2010, 2011, 2012 and 2013. The amount noted includes the \$13,000 portion allocated to the current year.

Directors' report (continued) For the year ended 30 June 2009

14. Lead auditor's independence declaration

The Lead auditor's independence declaration is set out on page 59 and forms part of the directors' report for financial year ended 30 June 2009.

This report is made with a resolution of the directors:

__________________________ Paul Price Chairman Dated at Perth this 12th day of November 2013

Consolidated Income Statement

For the year ended 30 June 2009

		Consolidated & Parent	Consolidated	Parent
	Note	2009	2008	2008
		\$	\$	\$
Other income	8	1,977,615	9,268,000	2,757,302
Administrative expenses		(2,505,079)	(3,982,000)	(2,958,000)
Marketing costs		-	(455,000)	-
Other expenses	9	(3,552,674)	(3,894,000)	(2,582,000)
Forgiveness on Deed of Company Arrangement	7	(168,428,760)	-	-
Loss before financing expenses		(172,508,898)	(937,000)	(2,782,698)
Financial income	10	151,417	5,700,000	1,697,698
Financial expenses	10	(2,620)	(8,672,000)	(20,000)
Net financing income		148,797	(2,972,000)	1,677,698
Loss before tax		(172,360,102)	(2,035,000)	(1,105,000)

Income tax expense	13	-	-	-
Loss for the period		(172,360,102)	(2,035,000)	(1,105,000)
Loss per share
Basic and diluted loss per share	14	(1.11)	(0.02)
Income and expense recognised directly in
equity		-	(2,407,000)	(2,407,000)
Loss for the period		(172,360,102)	(2,035,000)	(1,105,000)
Total loss the period		(172,360,102)	(4,442,000)	(3,512,000)
Attributable to:
Equity holders of the Company		-	(4,349,000)	(3,512,000)
Minority interest		-	(93,000)	-
Total loss the period		-	(4,442,000)	-

The above Consolidated Income Statement is to be read in conjunction with the notes of the financial statements set out on pages 28 to 55.

Consolidated Balance Sheet

For the year ended 30 June 2009

	Consolidated &	Consolidated	Parent
	Parent
Note	2009	2008	2008
	\$	\$	\$
Assets
15 Cash and cash equivalents	2,758,748	183,148,000	3,796,646
Trade and other receivables 16	-	13,292,000	1,426,472
Inventories 17	-	413,000	-
Financial assets 18	-	1,584,000	-
Total current assets	2,758,748	198,437,000	5,223,118
15 Restricted cash	-	8,120,000	140,000
Investments 19	-	-	12,753,375
Trade and other receivables 16	-	-	171,313,706
20 Property, plant and equipment	-	126,793,000	200,108
Intangible assets 21	-	7,755,000	-
18 Financial assets	-	14,879,000	-
Total non-current assets	-	157,547,000	184,407,189
Total assets	2,758,748	355,984,000	189,630,307
Liabilities
Trade and other payables 22	573,744	21,201,000	743,647
Employee benefits 23	-	248,000	123,251
Borrowings 24	-	951,000	-
Total current liabilities	573,744	22,400,000	866,988
Employee benefits 23	-	41,000	24,046
24 Borrowings	-	125,280,000	-
25 Provisions	-	12,250,000	-
Total non-current liabilities	-	137,571,000	24,046
Total liabilities	-	159,971,000	890,944
Net assets	2,185,004	196,013,000	188,739,363
Equity
Issued capital 26	216,228,763	216,420,000	216,420,346
26 Reserves	3,965,772	18,631,000	17,967,970
Accumulated losses	(218,009,531)	(39,881,000)	(45,648,953)
Total equity	2,185,004	196,013,000	188,739,363

The above Consolidated Balance Sheet is to be read in conjunction with the notes to the financial statements set out on pages 28 to 55.

Consolidated Statement of Changes in Equity

For the year ended 30 June 2009

					Option
	Share	Hedging	Employee	Share	premium	Accumulated		Minority
	capital	reserve	option reserve	option reserve	reserve	losses	Total equity	interest	Total equity
	\$	\$	\$	\$	\$	\$	\$	\$	\$
Consolidated
Balance at 1 July 2007	128,321,000	-	1,410,000	-	3,966,000	(38,454,000)	95,243,000	862,000	96,105,000
Revaluation increment	-	663,000	-	-	-	-	663,000	74,000	737,000
Total recognised income and expense	(2,922,0000)	-	-	-	-	(1,427,000)	(4,349,000)	(93,000)	(4,442,000)
Equity settled transactions, net of tax	7,755,000	-	-	-	-	-	7,755,000	-	7,755,000
Share options	-	-	-	12,753,000	-	-	12,753,000	-	12,753,000
Share options exercised	2,054,000	-	-	(884,000)	-	-	1,170,000	-	1,170,000
Employee share options	-	-	1,059,000	-	-	-	1,059,000	-	1,059,000
Employee share options exercised	1,212,000	-	(336,000)	-	-	-	876,000	-	876,000
Shares issued	80,000,000	-	-	-	-	-	80,000,000	-	80,000,000
Balance at 30 June 2008	216,420,000	663,000	2,133,000	11,869,000	3,966,000	(39,881,000)	195,170,000	843,000	196,013,000
Parent
Balance at 1 July 2007	128,321,000	-	1,410,000	-	3,965,772	(45,058,446)	88,638,326	-	88,638,326
Revaluation increment	-	-	-	-	-	-	-	-	-
Total loss for the period	(2,921,493)	-	-	-	-	(590,507)	(3,512,000)	-	(3,512,000)
Equity settled transactions, net of tax	7,755,000	-	-	-	-	-	7,755,000	-	7,755,000
Share options	-	-	-	12,753,000	-	-	12,753,000	-	12,753,000
Share options exercised	2,053,839	-	-	(884,047)	-	-	1,169,792	-	1,169,792
Employee share options	-	-	1,059,000	-	-	-	1,059,000	-	1,059,000
Employee share options exercised	1,212,000	-	(335,755)	-	-	-	876,245	-	876,245
Shares issued	80,000,000	-	-	-	-	-	80,000,000	-	80,000,000
Balance at 30 June 2008	216,420,346	-	2,133,245	11,868,953	3,965,772	(45,649,953)	188,739,363	-	188,739,363
Balance at 1 July 2008	216,420,346	-	2,133,245	11,868,953	3,965,772	(45,649,953)	188,738,363	-	188,738,363
Revaluation increment	-	-	-	-	-	-	-	-	-
Total loss for the period	-	-	-	-	-	(172,360,102)	(172,360,102)	-	(172,360,102)
Other reconciling items	(191,583)	-	2,787,348	-	-	524	2,596,289	-	2,596,289
Cancellation of share option reserve	-	-	-	(11,868,953)	-	-	(11,868,953)	-	(11,868,953)
Cancellation of employee share options reserve	-	-	(4,920,593)	-	-	-	(4,920,593)	-	(4,920,593)
Balance at 30 June 2009	216,228,763	-	-	-	3,965,772	(218,009,531)	2,185,004	-	2,185,004

The above Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements set out on pages 28 to 55.

Consolidated Cash Flow Statement

For the year ended 30 June 2009

		Consolidated	Consolidated	Parent
		& Parent
	Note	2009	2008	2008
		\$	\$	\$
Cash flows from operating activities
Cash receipts from related parties		1,977,615	-	2,604,000
Cash paid to suppliers, administrators and
employees		(3,304,310)	(4,871,000)	(3,905,354)
Interest received		151,417	5,750,000	1,748,000
Interest paid		(2,620)	(7,312,000)	-
Net cash used in operating activities	30	(1,177,898)	(6,433,000)	446,646
Cash flows from investing activities
Proceeds from sale of property, plant and
equipment		-	13,360,000	1,000
Payments for property, plant and equipment		-	(86,661,000)	(56,000)
Payments for financial assets		-	(9,700,000)	-
Net cash from investing activities		-	(83,001,000)	(55,000)
Cash flows from financing activities
Loans to related party		-	-	(136,808,000)
Proceeds from the issue of share capital		-	80,000,000	80,000,000
Payment of transaction costs from share issues		-	(2,922,000)	(2,922,000)
Proceeds from the exercise of options		-	2,046,000	2,046,000
Proceeds from borrowings – related parties		-	6,527,000	-
Proceeds from borrowings		-	142,426,000	-
Payment of transaction costs from borrowings		-	(6,375,000)	-
Repayment of borrowings		-	(416,000)	-
Net cash from financing activities		-	221,286,000	(57,684,000)
Net increase in cash and cash equivalents		(1,177,898)	131,852,000	(57,292,354)
Opening cash and cash equivalents at 1 July		3,936,646	67,264,000	61,229,000
Effect of exchange rate fluctuations on cash at
bank		-	(7,848,000)	-
Closing cash and cash equivalents	15	2,758,748	191,268,000	3,936,646

The Consolidated Cash Flow Statement is to be read in conjunction with the notes to the financial statements set out on pages 28 to 55.

For the year ended 30 June 2009

1. Reporting entity

This annual financial report includes the financial statements and notes of Windimurra Vanadium Limited and its controlled entities ("the consolidated entity"). The Company which is in administration (refer to note 2(d)) is a for-profit entity primarily involved in exploration for mineral reserves and is domiciled in Australia. Its registered address is Level 24, 44 St George's Terrace, Perth, Western Australia.

2. Basis of preparation

(a) Statement of compliance

The annual financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards ('AASBs') (including Australian Interpretations) adopted by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001. The annual financial report of the consolidated entity also complies with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB).

The financial statements were authorised for issue by the directors on 12th November 2013.

(b) Basis of measurement

The annual financial report has been prepared on the historical cost basis except for the following:

liabilities for cash-settled share-based payment arrangements are measured at fair value.

The methods used to measure fair values are discussed further in note 4.

(c) Functional and presentation currency

These annual financial statements are presented in Australian dollars, which is the consolidated entity's functional currency.

(d) Completeness of Financial Records

The annual financial report has been prepared after consideration and evaluation of the information available having regard to the following events:

On 18 February 2009, the Company was placed into administration by a resolution of the directors of the Company. As a result of this, the directors at that time no longer had full control over the running of the Company and there was a subsequent loss of key staff.
The Company entered into a Deed of Company Arrangement ("DOCA") pursuant to the Corporations Act 2001 as approved at a Creditors Meeting on 9 December 2009.

(e) Going concern

The financial statements for the year ended 30 June 2009 have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

On 11 February 2009, the securities of the Company were suspended from official quotation on the Official List of the ASX and on 18 February 2009, Martin Jones, Darren Weaver and Andrew Saker were appointed as administrators of the Company. In addition, Martin Madden and Brian McMaster of Korda Mentha were appointed Joint and Several Receivers ("the Receivers") over the shares the Company held in its 90% owned subsidiary, MidWest Vanadium Pty Ltd ("MidWest") and over all the assets and undertakings of MidWest.

For the year ended 30 June 2009

(e) Going concern (continued)

In or about March 2010, Trident Capital Pty Ltd made a proposal to reconstruct and recapitalise the Company ("Recapitalisation Proposal").

Pursuant to a resolution at a meeting of the Creditors on 6 May 2010 to consider the variation or termination of the original DOCA in light of Trident Capital Pty Ltd's proposal, the creditors resolved that the Company vary the original DOCA. On 27 May 2010, the Company and the Administrators executed the revised Deed of Company Arrangement ("DOCA") to vary and supersede the Original DOCA and the Administrators became the administrators of the DOCA.

The principal features of the Recapitalisation Proposal were as follows:

Capital Consolidation The Company's securities being consolidated on a 1:8 basis;
Reduction of Capital The capital of the Company being reduced by applying a portion of the accumulated losses of the Company (determined to be \$220,399,903) against the share capital of the Company which is considered permanently lost;
Issue of Shares to Strategic Investors The issue of 30,000,000 fully paid ordinary shares (post consolidation) for nil consideration to Strategic Investors;
Conversion of Convertible Notes The issue of 100,000,000 new shares arising on the conversion of the convertible notes issued by the Company in consideration for \$500,000, with a conversion rate of 1 share for every \$0.005 of the note amounts (post consolidation);
Issue of Shares under Prospectus The issue of not less than 200,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise not less than \$2,000,000 under a prospectus.
Appointment of Directors Appointment of new directors and secretary;
Right for Directors to apply for Shares The right of the directors to participate in the public issue;
Payment to the Claimant Group The payment of \$300,000 to the Badimia Native Title Claimant Group in exchange for the documentation required to obtain the grant of the mining lease M58/272 in accordance with the Deferred Mining Agreement;
Payments to the Deed Administrator In accordance with the DOCA, transfer of the proceeds from liquidation of the Company's assets and the amount of \$480,000 from the capital raisings to the Deed Administrators to be applied to the trust fund;
Forgiveness of Claims The release of all existing claims against the Company with Creditors' claims to be satisfied from the Creditors' trust fund in accordance with the terms of the DOCA and the Creditors Trust Deed.

On 26 February 2013, the terms of the Recapitalisation Proposal which were subject to shareholder approval, was tabled and the resolutions passed at a general meeting of shareholders.

The issue of 100,000,000 new shares arising on the conversion of the convertible notes issued by the Company in consideration for \$500,000 raised from related and non-related parties including Trident Capital Pty Ltd, with a conversion rate of 1 share for every \$0.005 of the note amounts (post consolidation);
The issue of up to 250,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise up to \$2,500,000 under a prospectus;
The right of the Directors to participate in the public offer under the prospectus;
The issue of 30,000,000 fully paid ordinary shares (post consolidation) for nil consideration to Strategic Investors.

For the year ended 30 June 2009

(e) Going concern (continued)

As the Company is currently subject to the DOCA, there is a risk that if the terms and conditions of the DOCA are not satisfied, the Company may proceed into administration or liquidation.

ASX requires the Company to obtain the grant of the Windimurra Tenement prior to being reinstated to the Official List, although the Directors are not aware of any reasons why the Minister would reject the application for the Windimurra Tenement, the Minister has discretion under the Mining Act to grant or refuse a mining lease as it thinks fit.

Notwithstanding the Company being in administration, the Directors are of the opinion that the Company is a going concern. In forming this opinion, the Directors have taken into account the above matters as well as that:

1. The Company has successfully issued convertible notes raising \$500,000. The convertible notes were issued in two tranches:
Tranche 1 (providing \$150,000) was issued in July 2012; and
Tranche 2 (providing \$350,000) was issued in December 2012.

All cash relating to these convertible notes was received prior to the date of issue of this annual report.

1. If the prospectus for the proposed capital raising and issue of up to 250,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise up to \$2,500,000 is fully subscribed, then the Company will receive \$2,500,000 before costs of issue. The Directors expect that this amount will be sufficient to enable the Company to pay the costs of the Recapitalisation Proposal, make payments for the benefit of Creditors under the DOCA, pay the Badimia Native Title Claimant Group pursuant to the Deferred Mining Agreement, fund the costs of reviewing and evaluating the Company's Mining Lease M58/272 and provide additional working capital.
1. The Directors are confident that the Company will be released and discharged of all claims (liabilities) by Creditors through satisfaction of the outstanding conditions of the DOCA, specifically the payment by the Company to the Deed Administrators of \$480,000 from the proceeds of issuing shares under the Prospectus.

In the event that the above initiatives are unsuccessful, in particular the outstanding conditions of the DOCA and the Company's reinstatement with the ASX, there is a material uncertainty which may cast significant doubt as to whether the Company will continue as a going concern and therefore the Company may be unable to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. The financial statements do not include any adjustments relating to the carrying amount and classification of assets or to the amount and classification of liabilities that might be necessary should the Company not continue as a going concern.

3. Significant accounting policies

(a) Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate at that date. Foreign exchange differences arising on retranslation are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign exchange differences arising on retranslation are recognised in the income statement.

For the year ended 30 June 2009

3. Significant accounting policies

(b) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the consolidated entity becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the consolidated entity's contractual rights to the cash flows from the financial assets expire. Regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the consolidated entity commits itself to purchase or sell the asset. Financial liabilities are derecognised if the consolidated entity's obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and call deposits. Accounting for finance income and expense is discussed in note 3(j).

Other

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

Dividends

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

(c) Property, plant and equipment Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within "other income" or "other expenses" in the profit or loss.

Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the consolidated entity and its costs can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

For the year ended 30 June 2009

(c) Property, plant and equipment (continued)

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

- Site buildings	4 years
- Site plant and equipment	4-5 years
- Office equipment	2-5 years
- Motor vehicles	4 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date.

Mine development

Once a development decision has been taken, expenditure for the establishment of access to mineral reserves, together with capitalised exploration, evaluation and commissioning expenditure, including an appropriate portion of related overhead expenditure directly attributable to the development property are capitalised and classified under non-current assets as "Mine development".

No amortisation is provided in respect of development properties until commercial production is declared by the consolidated entity (for new operations), or in which mining of a mineral resource has commenced, and mine development expenditure is reclassified as "Mine properties".

Mine properties

Mine properties represent the accumulation of all development expenditure in relation to areas of interest. When further development expenditure is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the mine property only when substantial future economic benefits are thereby established, otherwise such expenditure is classified as part of the cost of production on the income statement.

Amortisation of costs is provided on the unit-of-production method which results in an amortisation charge proportional to the depletion of the economically recoverable mineral reserves within the proven and probable category.

(d) Leased assets

Leases in terms of which the consolidated entity assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases.

Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.

For the year ended 30 June 2009

(e) Exploration and evaluation assets

Exploration and evaluation costs, comprising net direct costs (including the costs of acquiring licences) and an appropriate portion of related overhead expenditure directly attributable to the exploration property, relating to current areas of interest are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the consolidated entity has obtained the legal rights to explore an area are recognised in the income statement.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

(i) the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
(ii) activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or other wise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment if:

sufficient data exists to determine technical feasibility and commercial viability; and
circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy 3(g)).

For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets.

In the event that an area of interest is abandoned, accumulated costs carried forward are written off to the income statement in the year in which that assessment is made. Expenditure is not carried forward in respect of any area of interest, unless the consolidated entity's right of tenure to that area of interest is current.

(f) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

(g) Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.

For the year ended 30 June 2009

(g) Impairment (continued) Non-financial assets

The carrying amounts of the consolidated entity's non-financial assets, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use this recoverable amount is estimated at each reporting date.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(h) Employee benefits

Wages, salaries, annual leave, sick leave and non-monetary benefits

Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees' services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax.

Share-based payment transactions

The share option program allows employees to acquire shares of the consolidated entity. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, taking into account the terms and conditions upon which the options were granted.

(i) Provisions

A provision is recognised in the balance sheet when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Site restoration

In accordance with applicable legal requirements, a provision for site restoration in respect of mining projects is recognised where the mining or exploration activity undertaken, requires rehabilitation in the future, usually upon final and permanent closure of the relevant mine.

For the year ended 30 June 2009

(i) Provisions (continued)

The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the reporting period.

The amount of the provision for future restoration costs is capitalised and is depreciated in accordance with the policy set out in note 3(e). The unwinding of the effect of discounting on the provision is recognised as a finance cost.

(j) Finance income and expenses

Finance income comprises interest income on funds invested, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, foreign currency gains, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues, using the effective interest method.

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, foreign currency losses, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

(k) Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(l) Segment reporting

A segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

For the year ended 30 June 2009

(m) Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(n) New standards and interpretations not yet adopted:

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2009, but have not been applied in preparing this financial report:

Revised AASB 3 Business Combinations changes the application of acquisition accounting for business combinations and the accounting for non-controlling (minority) interests. Key changes include: the immediate expensing of all transaction costs; measurement of contingent consideration at acquisition date with subsequent changes through the income statement; measurement of non-controlling (minority) interests at full fair value or the proportionate share of the fair value of the underlying net assets; guidance on issues such as reacquired rights and vendor indemnities; and the inclusion of combinations by contract alone and those involving mutuals. The revised standard becomes mandatory for the Group's 30 June 2010 financial statements. The consolidated entity has not yet determined the potential effect of the revised standard on the consolidated entity's financial report.
AASB 8 Operating Segments introduces the "management approach" to segment reporting. AASB 8, which becomes mandatory for the consolidated entity's 30 June 2010 financial statements, will require the disclosure of segment information based on the internal reports regularly reviewed by the consolidated entity's Chief Operating Decision Maker in order to assess each segment's performance and to allocate resources to them. Currently the consolidated entity presents segment information in respect of its business and geographical segments (see note 6). The consolidated entity has not yet determined the potential effect of the revised standard on the consolidated entity's financial report.
Revised AASB 101 Presentation of Financial Statements introduces as a financial statement (formerly "primary" statement) the "statement of comprehensive income". The revised standard does not change the recognition, measurement or disclosure of transactions and events that are required by other AASBs. The revised AASB 101 will become mandatory for the consolidated entity's 30 June 2010 financial statements. The consolidated entity has not yet determined the potential effect of the revised standard on the consolidated entity's disclosures.
Revised AASB 123 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised AASB 123 will become mandatory for the consolidated entity's 30 June 2010 financial statements and will constitute a change in accounting policy for the consolidated entity. In accordance with the transitional provisions the consolidated entity will apply the revised AASB 123 to qualifying assets for which capitalisation of borrowing costs commences on or after the effective date. The consolidated entity has not yet determined the potential effect of the revised standard on future earnings.

For the year ended 30 June 2009

(n) New standards and interpretations not yet adopted (continued):

Revised AASB 127 Consolidated and Separate Financial Statements changes the accounting for investments in subsidiaries. Key changes include: the remeasurement to fair value of any previous/retained investment when control is obtained/lost, with any resulting gain or loss being recognised in profit or loss; and the treatment of increases in ownership interest after control is obtained as transactions with equity holders in their capacity as equity holders. The revised standard will become mandatory for the consolidated entity's 30 June 2010 financial statements. The consolidated entity has not yet determined the potential effect of the revised standard on the consolidated entity's financial report.
AASB 2008-1 Amendments to Australian Accounting Standard - Share-based Payment: Vesting Conditions and Cancellations changes the measurement of share-based payments that contain non-vesting conditions. AASB 2008-1 becomes mandatory for the consolidated entity's 30 June 2010 financial statements. The consolidated entity has not yet determined the potential effect of the amending standard on the consolidated entity's financial report.

The impact of the above standards and interpretations is not expected to have a significant impact.

4. Determination of fair values

A number of the consolidated entity's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(a) Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

(b) Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. In respect of the liability component of convertible notes, the market rate of interest is determined by reference to similar liabilities that do not have a conversion option. For finance leases the market rate of interest is determined by reference to similar lease agreements.

(c) Share-based payment transactions

The fair value of employee stock options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

The fair value of share based payments is measured using the market price of the listed shares on the date of issue.

(d) Financial guarantees

For financial guarantee contract liabilities, the fair value at initial recognition are determined using a probability weighted discounted cash flow approach. This method takes into account the probability of default by the guaranteed party over the term of the contract, the loss given default (being the proportion of the exposure that is not expected to be recovered in the event of default) and exposure at default (being the maximum loss at the time of default).

For the year ended 30 June 2009

5. Financial risk management

Overview

The consolidated entity has exposure to the following risks from their use of financial instruments:

credit risk
liquidity risk

This note presents information about the consolidated entity's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

Risk management policies are established to identify and analyse the risks faced by the consolidated entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the consolidated entity's activities. The consolidated entity aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company continually monitors its cash flow requirements. Typically the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Interest rate risk

Interest rate risk arises as a result of the fluctuations in variable the interest rates.

The Company manages its exposure to changes in interest rates on borrowings that are subject to a variable interest rates by entering into interest rate swaps.

Capital management

Capital is defined as the share capital of the Company. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. There were no changes in the Company's approach to capital management during the year. The Company are not subject to externally imposed capital requirements.

For the year ended 30 June 2009

6. Segment reporting

The Company entity operated in one industry being mining and mineral exploration and in the one geographical segment, Australia.

7. Forgiveness of Debt on Execution of DOCA

	2009
	\$
Trade and other receivables	185,310,950
Deferred tax assets	37,092
Trade and other payables	97,818
Current tax liabilities	(22,716)
Employee benefits	(204,838)
Cancellation of equity reserves	(16,789,546)

Forgiveness of Debt on DOCA	168,428,760

(1) The assets of the Company were written off by the Administrators at 30 June 2009.

(2) The employee and share options of the Company were cancelled at 30 June 2009.

(3) As per the DOCA, the assets and most liabilities of the Company are extinguished on the 18th February 2009. Upon successful capital raising, the Company is to pay \$480,000 to the Creditors Trust Fund which is managed by the Deed Administrators to settle the remaining liabilities of the Company.

8. Other income

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Change in fair value of financial asset -
realised	-	308,000	-
Change in fair value of financial asset -
unrealised	-	6,982,000	-
Foreign exchange gain (net) - realised	-	553,000	-
Foreign exchange gain (net) – unrealised	-	1,378,000	-
Management fees charged to controlled
entities	1,977,615	-	2,757,302
Sundry revenue	-	47,000	-
	1,977,615	9,268,000	2,757,302

9. Other expenses

		Consolidated
		& Company	Consolidated	Company
		2009	2008	2008
		\$	\$	\$
Depreciation and amortisation expense	18	(62,647)	(645,000)	(96,000)
Directors fees and related costs		(731,173)	(902,000)	(1,060,000)
Equity-settled transactions	20	(2,787,348)	(1,574,000)	(1,416,000)
Profit/(loss) on sale of assets		1,476	(140,000)	(6,000)
Gas management & transport charges		-	(630,000)	-
Other expenses		27,018	(3,000)	(4,000)
		(3,552,674)	(3,894,000)	(2,582,000)

For the year ended 30 June 2009

10. Finance income and expense

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Interest received from external parties	151,417	5,700,000	1,697,698
Total finance income	151,417	5,700,000	1,697,698
Interest expense – external	(119)	(7,861,000)	-
Bank fees	(2,000)	(22,000)	(16,000)
Corporate advisory	-	(580,000)	-
Establishment and facility fees	-	(201,000)	-
Stamp duty	(262)	(8,000)	-
Other	(239)	-	(4,000)
Total finance expenses	(2,620)	(8,672,000)	(20,000)
Net finance income and expense	148,797	(2,972,000)	1,677,698

11. Personnel expenses

		Consolidated
		& Company	Consolidated	Company
		2009	2008	2008
		\$	\$	\$
Wages, salaries and director fees		1,661,913	2,328,000	2,066,000
Other associated personnel expenses		31,362	291,000	186,000
Contributions to superannuation funds		142,128	220,000	173,000
Increase in liability for annual leave		76,952	140,000	66,000
Equity-settled transactions	20	2,787,348	1,574,000	1,416,000
		4,699,703	4,553,000	3,907,000

12. Auditors' Remuneration

Audit services	Consolidated & Company 2009 \$	Consolidated 2008 \$	Company 2008 \$
Auditors of the consolidated entity
KPMG Australia:
Audit and review of financial reports	72,855	124,000	78,000
	72,855	124,000	78,000
Other services
Agreed upon procedures (KPMG
Australia)	-	3,000	-
	-	3,000	-

13. Income tax

The consolidated entity's tax return for the current and prior year has not been filed as of the date of this annual financial report. Potential tax benefits from carried forward tax losses have not been recognised and/or disclosed in this annual financial report as the company believes that it's not probable they will be recovered in the future.

For the year ended 30 June 2009

14. Earnings per share

Basic and diluted earnings per share

The calculation of basic earnings per share at 30 June 2009 was based on the loss attributable to ordinary shareholders of \$172,232,708 (2008: loss of \$4,442,000) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2009 of 154,278,674 (2008: 118,858,855).

Weighted average number of ordinary shares	2009	2008
Issued ordinary shares at 1 July	154,278,674	102,625,095
Effect of unlisted options conversion in November 2007	-	73,630
Effect of share placement in February 2008	-	13,100,198
Effect of share placement in April 2008	-	3,003,288
Effect of unlisted options conversion in May 2008	-	43,082
Effect of unlisted options conversion in June 2008	-	13,562
Weighted average number of ordinary share at 30 June	154,278,674	118,858,855

15. Cash and cash equivalents

	Consolidated
	& Company	Consolidated	Company
	2009	008	2008
	\$	\$	\$
Current
Bank balances	2,758,748	183,148,000	3,796,646
	2,758,748	183,148,000	3,796,646
Non-current
Restricted cash on deposit	-	8,120,000	140,000
	-	8,120,000	140,000

16. Trade and other receivables

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Current
Other receivables and prepayments	-	13,292,000	888,276
Loans to controlled entities	-	-	538,196
	-	13,292,000	1,426,472
Non-current
Loans to controlled entities	-	-	171,313,706
	-	-	171,313,706

The consolidated entity's exposure to credit and currency risks and impairment losses related to trade and other receivables are disclosed in note 27.

17. Inventories

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Stores and consumable supplies – at
cost	-	413,000	-
	-	413,000	-

For the year ended 30 June 2009

18. Financial assets

	Current Derivatives not used for hedging	Consolidated & Company 2009 \$ -	Consolidated 2008 \$ 1,584,000	Company 2008 \$ -
		-	1,584,000	-
	Non-current Derivatives not used for hedging Derivatives used for hedging – interest	-	14,169,000	-
	rate swap	-	710,000	-
		-	14,879,000	-
19.	Investments
		Consolidated
		& Company	Consolidated	Company
		2009	2008	2008
	Non-current	\$	\$	\$
	Investments in controlled entities - at cost	-	-	12,753,375

20. Property, plant and equipment

				Consolidated				Company
						Mine
						properties
	Site plant &	Leased	Office	Motor	Under	under		Office
	equipment	assets	equipment	vehicles	construction	development	Total	equipment	Total
	\$	\$	\$	\$	\$	\$	\$	\$	\$
Cost
Balance at 1 July 2007	2,010,000	2,514,000	564,000	148,000	33,233,000	13,393,000	51,862,000	330,000	330,000
Additions	242,000	367,000	137,000	14,000	59,290,000	16,062,000	76,112,000	57,014	57,014
Disposals	(191,000)	-	(12,000)	(70,000)	-	-	(273,000)	(12,000)	(12,000)
Balance at 30 June 2008	2,061,000	2,881,000	689,000	92,000	92,523,000	29,455,000	127,701,000	375,014	375,014
Balance at 1 July 2008	2,061,000	2,881,000	689,000	92,000	92,523,000	29,455,000	127,701,000	375,014	375,014
Additions								14,218	14,218
(1) Disposals	(2,061,000)	(2,881,000)	(689,000)	(92,000)	(92,523,000)	(29,455,000)	(127,701,000)	(389,232)	(389,232)
Balance at 30 June 2009	-	-	-	-	-	-	-	-	-
Depreciation
Balance at 1 July 2007	55,000	83,000	113,000	39,000	-	-	290,000	83,000	83,000

Depreciation charge for the year	74,000	363,000	171,000	37,000	-	-	645,000	96,000	96,000
(1) Accumulated depreciation on disposal	(2,000)	-	(4,000)	(22,000)	-	-	(28,000)	(4,094)	(4,094)
Balance at 30 June 2008	127,000	446,000	281,000	54,000	-	-	908,000	174,906	174,906

Balance at 1 July 2008	127,000	446,000	281,000	54,000	-	-	908,000	174,906	174,906
Depreciation charge for the year	-	-	-	-	-	-	-	62,647	62,647
(1) Accumulated depreciation on disposal	(127,000)	(446,000)	(281,000)	(54,000)	-	-	(908,000)	(237,553)	(237,553)
Balance at 30 June 2009	-	-	-	-	-	-	-	-	-
Carrying amounts
At 30 June 2008	1,934,000	2,435,000	408,000	38,000	92,523,000	29,455,000	126,793,000	200,108	200,108
At 30 June 2009	-	-	-	-	-	-	-	-	-

(1) Company lost control of the subsidiary following the administration of the Company. Therefore, amounts were written off.

Windimurra Vanadium Limited and its controlled entities Notes to the financial statements (continued) For the year ended 30 June 2009

21. Intangible assets

	Consolidated		Company
	Marketing
	rights	Total	Total
Cost	\$	\$	\$
Balance at 1 July 2007	-	-	-
Additions	7,755,000	7,755,000	-
Balance at 30 June 2008	7,755,000	7,755,000	-
Balance at 1 July 2008	7,755,000	7,755,000	-
Write off (1)	(7,755,000)	(7,755,000)	-
Balance at 30 June 2009	-	-	-
Carrying amounts
At 30 June 2008	7,755,000	7,755,000	-

At 30 June 2009 - - - (1) Company lost control of the subsidiary following the administration of the Company. Therefore, amounts were written off.

22. Trade and other payables

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$

Trade payables	477,017	2,761,000	37,353
Sundry creditors and accrued expenses	96,727	18,440,000	706,294
	573,744	21,201,000	743,647

23. Employee benefits

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Current
Liability for annual leave	-	248,000	123,251
Non-current
Liability for long service leave	-	41,000	24,046
	-	289,000	147,297

(a) Share based payments

On 15 October 2005, the consolidated entity established an Executive and Employee Share Option Plan that entitles eligible executives and employees to purchase shares in the entity.

Under the plan the options have a vesting period and can be exercised at any time during the period commencing on the issue date and ending on the expiry date. The options lapse if the employee ceases to be an eligible employee, e.g. leaves the service of the consolidated entity, unless otherwise agreed and authorised by the Board. The vesting period and exercise price is to be determined by the Board. The expenses attributable to the options are recognised in the income statement over the vesting period.

The Company was placed into Administration on 18 February 2009. All employees were terminated and directors resigned in the period following the Administrators appointment.

For the year ended 30 June 2009

23. Employee benefits (Continued)

(a) Share based payments (continued)

The terms and conditions of the grants are all options are settled by physical delivery of shares. The following tranches of options were granted during the financial year:

Grant date / employee entitled	Number of instruments	Vesting conditions	Contractual life of options
Option grant to key management on 15 Jul 2008	250,000	Vested	14 May 2011
Option grant to key management on 15 Jul 2008	250,000	Vested	14 May 2012
Option grant to key management on 25 Aug 2008	166,667	Vested	30 Jul 2011
Option grant to key management on 7 Nov 2008	125,000	Vested	21 Feb 2011
Option grant to key management on 7 Nov 2008	100,000	Vested	15 Jun 2011
Option grant to key management on 7 Nov 2008	1,250,001	Vested	30 Jul 2011
	2,141,668

The number and weighted average exercise prices of share options was as follows: The number and weighted average exercise prices of share options was as follows:

	Weighted average	Number of options	Weighted average	Number of options
	exercise		exercise
	price		price
	2009	2009	2008	2008
Outstanding at 1 July	2.59	3,050,000	\$2.49	2,900,000
Forfeited during the period	(2.12)	(733,334)	(\$2.20)	(625,000)
Exercised during the period	-	-	(\$1.84)	(475,000)
Granted during the period	2.12	2,141,668	\$2.26	1,250,000
Cancelled during the period	(2.59)	(4,458,334)	-	-
Outstanding at 30 June	-	-	\$2.59	3,050,000
Exercisable at 30 June	-	-	\$2.67	1,550,000

During the financial year, no share options were exercised (2008: 475,000). The weighted average share price at the dates of exercise was \$Nil.

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes option-pricing model. The contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes option-pricing model.

For the year ended 30 June 2009

23. Employee benefits (Continued) (a) Share based payments (continued)

	Key management	Key management
	personnel	personnel
Fair value of share options and assumptions	2009	2008
Fair value at measurement date	\$1.08	\$1.03
Assumptions
Share price	\$2.29	\$1.99
Exercise price	\$2.12	\$2.26
Expected volatility (expressed as weighted average volatility used in
the modelling under the Black-Scholes option-pricing model)	50%	75%
Option life (expressed as weighted average life used in the modelling
under the Black-Scholes pricing model)	3.0	3.5
Expected dividends	Nil	Nil
Risk-free interest rate (based on national government bonds)	3.96%	6.8%

The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.

		Consolidated &
		Company	Consolidated	Company
		2009	2008	2008
Employee expenses		\$	\$	\$
Share options granted during the financial year under
Executive and Employee Share Option Plan
Directors and key management personnel	9	2,787,348	1,574,000	1,416,000
		2,787,348	1,574,000	1,416,000

24. Borrowings

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Current
Secured bank loans	-	463,000	-
Finance lease liabilities	-	488,000	-
	-	951,000	-
Non-current
Secured bank loans	-	113,826.000	-
Loans from related parties	-	9,499.000	-
Finance lease liabilities	-	1,955.000	-
	-	125,280.000	-

For the year ended 30 June 2009

25. Provisions

	Site restoration
Consolidated	\$
Balance at 1 July 2007	12,107,000
Provisions made during the period	143,000
Balance at 30 June 2008	12,250,000

Balance at 30 June 2008	12,250,000
Provisions written off during the period(1)	(12,250,000)
Balance at 30 June 2009	-

Consolidated
Balance at 30 June 2008	12,250,000

Balance at 30 June 2009 - (1) Company lost control of the subsidiary following the administration of the Company. Therefore, amounts were written off.

26. Share capital

	Ordinary shares
	2009	2008
On issue at 1 July	154,278,674	102,625,095
Unlisted options exercised	-	1,075,000
Shares issued for cash	-	46,850,030
Shares issued for nil consideration	-	3,728,549
On issue at 30 June – fully paid	154,278,674	154,278,674

The consolidated entity has also issued share options under the Executive and Employee Share Option Plan (see note 23).

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the consolidated entity.

Employee option reserve

The employee option reserve represents the fair value of share options issued to employees under the Executive and Employee Share Option Plan issued on 15 October 2005. The fair value has been calculated as at the grant date of each option granted and is recognised over the vesting period. The share option reserve was written off as the Company had gone into administration and the options can no longer be exercised.

Share option reserve

The share option reserve represents the fair value of share options issued to Noble Resources under the Option Deed dated 14 January 2008. The fair value has been calculated as at the grant date of each option granted and is recognised over the vesting period.

Option premium reserve

The option premium reserve represents the net cash received from the issue of 108,016,033 options on 8 August 2000 at 4c per option less the expenses incurred to place the options.

Dividends

No dividends were proposed or paid during the financial year.

For the year ended 30 June 2009

27. Financial instruments

Credit risk

Exposure to credit risk

The consolidated entity's maximum exposure to credit risk at the reporting date was:

		Carrying amount
	Consolidated &
	Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$

Cash and cash equivalents	2,758,748	191,268,000	3,936,646
Financial assets at fair value through profit or loss	-	15,753,000	-
Interest rate swaps used for hedging: Assets	-	710,000	-
Other receivables	-	12,605,000	172,740,178
	2,758,748	220,336,000	176,676,824

The consolidated entity does not currently earn revenue from operating assets, thus there is currently no credit risk on trade receivables at the reporting date by geographic region, customer type or by significant customer.

Impairment losses

The consolidated entity does not currently earn revenue from operating assets, thus there are currently no receivables that are past due, nor is there a requirement to make any allowances for impairment in respect of other receivables.

For the year ended 30 June 2009

27. Financial instruments (continued)

The following table indicates the periods in which the cash flows associated with derivatives that are cash flow hedges are expected to occur.

				2009							2008
		Expected					More		Expected					More
	Carrying	cash	6 mths or	6-12			than 5	Carrying	cash	6 mths or	6-12			than 5
	amount	flows	less	mths	1-2 years	2-5 years	years	amount	flows	less	mths	1-2 years	2-5 years	years
	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$
Interest rate swaps:
Assets	-	-	-	-	-	-	-	710,000	843,000	(312,000)	(131,000)	1,286,000	710,000	843,000
	-	-	-	-	-	-	-	710,000	843,000	(312,000)	(131,000)	1,286,000	710,000	843,000

The following table indicates the periods in which the cash flows associated with derivatives that are cash flow hedges are expected to impact profit or loss.

				2009							2008
		Expected					More		Expected					More
	Carrying	cash	6 mths or	6-12			than 5	Carrying	cash	6 mths or	6-12			than 5
	amount	flows	less	mths	1-2 years	2-5 years	years	amount	flows	less	mths	1-2 years	2-5 years	years
	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$	\$
Interest rate swaps:
Assets	-	-	-	-	-	-	-	710,000	843,000	(312,000)	(131,000)	1,286,000	710,000	843,000
	-	-	-	-	-	-	-	710,000	843,000	(312,000)	(131,000)	1,286,000	710,000	843,000

For the year ended 30 June 2009

27. Financial instruments (continued) Currency risk

The consolidated entity was not exposed to currency risk for the year ended 30 June 2009.

Interest rate risk

The consolidated entity's exposure to interest rate risk and the effective interest rate for classes of financial assets and financial liabilities is set out below:

	Consolidated & Company 2009	Consolidated 2008	Company 2008
Financial assets	\$	\$	\$
-Within one year
Variable rate instruments
Cash and cash equivalents	2,758,748	183,148,000	3,796,646
Total financial assets	2,758,748	183,148,000	3,796,646
Financial liabilities -Within one year Fixed rate instruments Financial liabilities	-	41,568,000	-
Variable rate instruments
Financial liabilities	-	94,228,000	-
Total financial liabilities	-	135,796,000	-

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates at the date of signing the 30 June 2008 annual financial report, had increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

	Profit or loss		Equity
	100bp increase	100bp decrease	100bp increase	100bp decrease
30 June 2008
Variable rate instruments:
Secured bank loan	(935,000)	935,000	-	-
Interest rate swap	900,000	(900,000)	3,379,000	(1,905,000)
Cash flow sensitivity (net)	(35,000)	35,000	3,379,000	(1,905,000)

Fair values

Fair values versus carrying amounts

The fair values of the consolidated entity's financial assets and liabilities are not significantly different from their carrying amounts shown in the balance sheet.

The basis for determining fair values is disclosed in note 4.

For the year ended 30 June 2009

27. Financial instruments (continued) Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

Consolidated 30 June 2008	Carrying amount \$	Contractual cash flows \$	6 mths or less \$	6-12 mths \$	1-2 years \$	2-5 years \$	More than 5 years \$
Non-derivative financial liabilities
Secured bank loans	114,289	196,614	6,305	6,305	12,609	126,875	44,520
Finance lease liabilities	2,443	2,965	348	348	694	1,575	-
Trade and other payables	21,201	21,201	21,201	-	-	-	-
Loan from related parties	9,499	9,499	-	-	-	-	9,499
Derivative financial liabilities Interest rate swaps used
for hedging	435	443	312	131	-	-	-
	147,867	230,722	28,166	6,784	13,303	128,450	54,019
Company 30 June 2008
Trade and other payables	743,647	743,647	743,647	-	-	-	-
Company 30 June 2009
Trade and other payables	573,744	573,744	-	-	-	573,744	-

Employee compensation commitments Key management personnel

There are no employee compensation commitments under non-cancellable employment contracts.

28. Contingencies

The Company went into administration during the financial year ended 30 June 2009. The Company had no contingent liabilities at 30 June 2009.

29. Operating leases

	Consolidated &
	Company	Consolidated	Company
Leases as lessee	2009	2008	2008
Non-cancellable operating lease rentals are payable as	\$	\$	\$
follows:
Less than one year	-	4,364,000	-
Between one and five years	-	9,359,000	-
More than five years	-	1,890,000	-
	-	15,613,000	-

For the year ended 30 June 2009

30. Reconciliation of cash flows from operating activities

		Consolidated &
		Company	Consolidated	Company
	Note	2009	2008	2008
		\$	\$	\$
Cash flows from operating activities
Loss for the period		(172,360,102)	(2,035,000)	(1,105,000)
Adjustments for:
Depreciation		62,647	645,000	96,000
Loss on property, plant and equipment		-	140,000	6,000
Equity-settled share-based payment
expenses and transaction costs	11	2,787,348	1,574,000	1,574,000
Change in fair value of financial assets		-	(6,982,000)	-
Exchange rate gains		-	(1,378,000)	-
Borrowing costs		-	1,315,000	-
Forgiveness on DOCA		168,428,760	-	-
Other costs		(96,551)	-	-
Operating profit/(loss) before changes
in working capital		(1,177,898)	(6,721,000)	571,000
Increase in trade and other receivables		-	(662,000)	(662,354)
Increase in inventories			(345,000)
Increase in trade and other payables		-	1,164,000	456,000
Increase in employee benefits		-	131,000	82,000
Net cash from operating activities
		(1,177,898)	(6,433,000)	446,646

31. Related Parties

The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:

Non-executive directors Executive directors

Dr Wolf Martinick (Chairman) (resigned 2 October 2009) The Earl of Warwick (resigned 2 October 2009) Mr Ricardo Leiman (resigned13 February 2009) Mr Nicholas Morland (resigned13 February 2009) Mr Phillip Laskaris (resigned 30 January 2009)

Dr Iain Scott (Managing Director) (resigned 29 October 2009)) Mr Garry Korte (Finance Director) (resigned 29 October 2009)

Executives

Mr Matthew Lilly (Legal Counsel and Company Secretary) (resigned 31 March 2009) Mr Garry Korte (appointed 31 March 2009, resigned 29 October 2009) Mr Martin Reed (Chief Operating Officer) (commenced 5 November 2007)

For the year ended 30 June 2009

31. Related Parties (continued)

The key management personnel compensation included in 'personnel expenses' or capitalised as exploration and development expenditure are as follows:

	Consolidated
	& Company	Consolidated	Company
	2009	2008	2008
	\$	\$	\$
Short-term employee benefits	894,486	1,978,000	1,142,262
Post-employment benefits	83,025	313,000	241,038
Termination benefits	97,362	-	-
Equity-settled transactions	2,389,717	1,574,000	1,326,668
	3,464,590	3,865,000	2,709,968

Individual directors and executives compensation disclosures

Information regarding individual directors and executives' compensation and some equity instruments disclosures as permitted by Corporation Regulations 2M.3.03 and 2M.6.04 is provided in the Remuneration Report section of the Directors' report on pages 11 to 16.

Apart from the details disclosed in this note, no director has entered into a material contract with the consolidated entity since the end of the previous financial year and there were no material contracts involving directors' interests existing at year-end.

Loans to key management personnel and their related parties

There are no loans to key management personnel or their related parties as at the end of the current or prior financial years.

Other key management personnel transactions with the consolidated entity

Related parties of key management personnel did not transact with the consolidated entity during the current or prior financial years.

For the year ended 30 June 2009

31. Related Parties (continued)

Options and rights over equity instruments

The movement during the reporting period in the number of options over ordinary shares in Windimurra Vanadium Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

2009	Held at 1 July	Granted as compensation	Exercised	Other changes(1)	Held at 30 June	Vested during the year	Vested and exercisable at 30 June
Directors
Dr I Scott	250,000	650,000	-	(900,000)	-	650,000	-
Mr G Korte	125,000	250,000	-	(375,000)	-	250,000	-
Mr P Laskaris	-	166,667	-	(166,667)	-	166,667	-
Earl of Warwick	-	166,667	-	(166,667)	-	166,667	-
Mr N Morland	-	166,667	-	(166,667)	-	166,667	-
Dr W Martinick	-	266,667	-	(266,667)	-	266,667	-
Executives
Executive	-	100,000	-	(100,000)	-	100,000	-
Mr D English	125,000	-	-	(125,000)	-	-	-
Mr M Reed	400,000	-	-	(400,000)	-	-	-
2008
Directors
Dr I Scott	500,000	-	-	-	500,000	250,000	250,000
Mr G Korte	250,000	-	-	-	250,000	125,000	125,000
Mr M Kiernan	500,000	-	-	(500,000)	-	-	-
Executives
Mr D English	-	250,000	-	-	250,000	125,000	125,000
Mr M Reed	-	1,000,000	(100,000)	-	900,000	500,000	400,000

(1) All options and rights over ordinary shares were cancelled during the year as the Company went into administration.

For the year ended 30 June 2009

31. Related Parties (continued)

Movements in shares

The movement during the reporting period in the number of ordinary shares in Windimurra Vanadium Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

	Held at		Rights	Exercise		Held at
2009	1 July	Purchases	Issue	of Options	Sales	30 June
Directors
The Earl of Warwick	1,509,664	-	-	-	-	1,509,664
Dr I Scott	5,000	-	-	-	-	5,000
Mr G Korte	-	4,564	-	-	-	4,564
Executives
Mr M Reed	28,901	-	-	-	-	28,901

2008
Directors
Mr R Smith	11,425,041	15,000	-	-	(11,440,041)	-
The Earl of Warwick	6,078,331	-	431,333	-	(5,000,000)	1,509,664
Mr M Kiernan	52,564	-	-	-	(52,564)	-
Dr I Scott	-	5,000	-	-	-	5,000
Executives
Mr M Reed	-	-	-	100,000	(71,099)	28,901
Mr S Bunn	-	-	-	375,000	(375,000)	-

No shares were granted to key management personnel during the reporting period as compensation.

Changes in key management personnel in the period after the reporting date and prior to the date when the financial report is authorised for issue

Refer to the Directors Report on pages 5 and 6 for details of changes in key management personnel.

There have been no other changes in key management personnel in the period after the reporting date and prior to the date when the financial report is authorised for issue.

Management services

During the year, the Company charged a management fee to MidWest Vanadium Pty Ltd of \$2 million (2008: \$2.8 million) for management services provided to MidWest Vanadium Pty Ltd.

Transactions with directors

There were no transactions with directors in the current financial year.

Transactions with key management personnel

There were no transactions with key management personnel in the current financial year.

Windimurra Vanadium Limited and its controlled entities Directors' declaration

Due to the existence of the limitations on the preparation of the financial statements and notes as discussed in Note 2, the Directors of Windimurra Vanadium Limited ("the Company") are unable to declare that:

1) the financial statements and notes thereto, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the financial position of the Company as at 30 June 2009 and of its performance for the year ended on that date; and
(ii) comply with Accounting Standards and the Corporations Regulations 2001; and
2) the financial statements comply with International Financial Reporting Standards as disclosed in note 2(a).

The Directors of the Company declare that:

3) whilst drawing attention to the disclosure as set out in Note 2, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Due to the Company being placed into Administration and the recent changes to the Board of Directors, the Directors have not been given the declarations required by section 295A of the Corporations Act 2001.

Dated at Perth this 12th day of November 2013.

Signed in accordance with a resolution of the directors:

Paul Price Chairman

Windimurra Vanadium Limited Additional shareholder information

Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. The information was applicable as at 24 October 2013.

A. Distribution of Equity Securities

Analysis of numbers of security holders by size of holding:

Distribution	Number of	Number of
	shareholders	Shares
1 – 1,000	1485	536,366
1,001 – 5,000	599	1,280,355
5,001 – 10,000	87	609,756
10,001- 100,000	49	1,307,275
More than 100,000	16	15,550,614
Totals	2,236	19,284,366

There were 2,213 shareholders holding less than a marketable parcel of ordinary shares calculated at \$0.01 per share being the price of the proposed capital raising.

B. Substantial Shareholders

An extract of the Company's Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set out below:

	Issued Ordinary Shares
Shareholder Name	Number	Percentage Quoted
JP Morgan Nominees Australia Limited	3,158,664	16.38
National Nominees Limited	2,066,642	10.72
Citicorp Nominees Pty Ltd	1,956,441	10.15
ANZ Nominees Limited	1,721,305	8.93
HSBC Custody Nominees (Australia) Ltd – A/C 3	1,461,947	7.58
HSBC Custody Nominees (Australia) Ltd – A/C 2	1,088,411	5.64
HSBC Custody Nominees (Australia) Ltd – GSCO ECA	996,642	5.17

C. Twenty Largest Shareholders

The names of the twenty largest holders of quoted shares are listed below:

	Listed Ordinary Shares
Shareholder Name	Number	Percentage Quoted
JP Morgan Nominees Australia Limited	3,158,664	16.38
National Nominees Limited	2,066,642	10.72
Citicorp Nominees Pty Ltd	1,956,441	10.15
ANZ Nominees Limited	1,721,305	8.93
HSBC Custody Nominees (Australia) Ltd – A/C 3	1,461,947	7.58
HSBC Custody Nominees (Australia) Ltd – A/C 2	1,088,411	5.64
HSBC Custody Nominees (Australia) Ltd – GSCO ECA	996,642	5.17
Zero Nominees Pty Ltd	705,662	3.66
Blackmort Nominees Pty Ltd <51824 Account>	584,207	3.03
Noble Resources Limited	466,068	2.24
HSBC Custody Nominees (Australia) Ltd	336,953	1.75
George Robinson	303,660	1.57
Bond Street Custodians Limited	241,197	1.25
Hillbrow Investments Limited	188,708	0.98
Cogent Nominees Pty Ltd	159,874	0.83
Bond Street Custodian Limited	114,233	0.59
Marford Group Pty Ltd	91,062	0.47
Forbar Custodians Limited	85,813	0.44
Benjay Pty Ltd	85,192	0.44
Bond Street Custodian Limited	64,958	0.34
Top 20 Total	15,877,639	82.33

Windimurra Vanadium Limited Additional shareholder information (continued)

D. Voting Rights

In accordance with the Company's Constitution, voting rights in respect of ordinary shares are on a show of hands whereby each member present in person (or representing a corporation who is a member) shall have one vote and upon a poll, each share will have one vote.

E. On-market buy-back

There is no current on-market buy-back.

F. Restricted Securities

There are currently no restricted securities.

AI assistant

TITANIUM SANDS LIMITED — Annual Report 2013

65956_rns_2013-12-02_70c9b608-5486-4dcf-9beb-41141a7e3c5b.pdf

WINDIMURRA VANADIUM LIMITED AND ITS CONTROLLED ENTITIES (Subject to Deed of Company Arrangement)

Contents

Corporate Information

Windimurra Vanadium Limited and its controlled entities Directors' report For the year ended 30 June 2009

1. Directors

For the year ended 30 June 2009 1. Directors (continued)

2. Company secretary

3. Directors' meetings

4. Corporate governance statement

4.1 Corporate governance statement

Principle 1– Lay solid foundations for management oversight

Principle 2 – Structure the Board to add value

Principle 3 – Promote ethical and responsible decision making

Principle 4 – Safeguard integrity in financial reporting

4.1 Corporate governance statement (continued)

Principle 5 – Make timely and balanced disclosure

Principle 6 – Respect the rights of Shareholders

Principle 7 – Recognise and manage risk

Principle 8 – Remunerate fairly and responsibly

Other information

4.2 Identification of independent directors

4.3 Statement concerning availability of independent professional advice

4.4 Board of directors

4.5 Board processes

4.6 Remuneration committee

4.7 Audit committee

4.8 Project expenditure committee

4.9 Remuneration report

4.9.1 Principles of compensation – audited

Fixed compensation

Performance-linked compensation

Other benefits

Non-executive directors

4.9 Remuneration report (continued)

4.9.2 Directors' and executive officers' remuneration (Company) - audited

Windimurra Vanadium Limited Directors' report (continued)

4.9 Remuneration report (continued)

Notes in relation to the table of directors' and executive officers remuneration - audited

4.9 Remuneration report (continued)

Details of performance related remuneration – audited

4.9.3 Equity instruments

4.9.3.1 Options and rights over equity instruments granted as compensation – audited

4.9.3.1 Exercise of options granted as compensation - audited

4.9.3.2 Analysis of options and rights over equity instruments granted as compensation - audited

4.10 Risk management

Financial Reporting

Environmental regulation

4.11 Ethical standards

Conflict of interest

4.12 Communication with shareholders

5. Principal activities

6. Operating and financial review

Overview of the Company

Preparation of Financial Statements

History, Review of Operations and Subsequent Events

Administration

For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued)

Directors' report (continued) For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued) Midwest Vanadium

Officers

7. Dividends

8. Going Concern

Directors' report (continued) For the year ended 30 June 2009

History, Review of Operations and Subsequent Events (continued)

9. Future developments

10. Directors' interests

11. Share options

Options granted to directors and officers of the Company

Unissued shares under option

Shares issued on exercise of options

12. Indemnification and insurance of officers and auditors

13. Non-audit services

Directors' report (continued) For the year ended 30 June 2009

14. Lead auditor's independence declaration

Consolidated Income Statement

Consolidated Balance Sheet

TITANIUM SANDS LIMITED Annual Report 2013