TITANIUM SANDS LIMITED - Annual Report 2014

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ABN 65 009 131 533

WINDIMURRA VANADIUM LIMITED

Annual Financial Report For the year ended 30 June 2014

ontents
	Page
Corporate Information	3
Directors’ report	5
Statement of profit or loss and other comprehensive income	21
Statement of financial position	22
Statement of changes in equity	23
Statements of cash flows	24
Notes to the financial statements	25
Directors’ declaration	43
Auditor’s report	44
Lead auditor’s independence declaration	46
Additional shareholder information	47

Corporate Information

Directors	Mr Paul Price (appointed 30 July 2012)
	Mr KC Ong (appointed 30 July 2012)
	Mr Jason Ferris (appointed 1 August 2014)
Company Secretary	Ms Nicki Farley (appointed 7 November 2012)
Registered Office	Level 24, 44 St Georges Terrace
and Principal Place of	PERTH WA 6000
Business	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	Suncorp Bank
	41-43 St Georges Terrace
	PERTH WA 6000
Stock Exchange	ASX Limited
	Exchange Plaza
	2 The Esplanade
	PERTH WA 6000
ASX Code	WVL

Windimurra Vanadium Limited Directors’ report For the year ended 30 June 2014

The directors present their report together with the annual financial report of Windimurra Vanadium Limited (“the Company”) for the financial year ended 30 June 2014 and the auditor’s report thereon.

Contents of directors’ report	Page
1. Directors	5
2. Company secretary	6
3. Directors’ meetings	6
4. Principal activities	6
5. Operating and financial review	6
6. Corporate governance statement	10
7. Remuneration report – audited	16
7.1 Principles of compensation	16
7.2 Relationship between the remuneration policy and company performance	16
7.3 Directors’ and executive officers’ remuneration	16
7.3.1 Loans to Directors	18
7.3.2 Other transactions and Key Management Personnel	18
7.3.3 Directors interests in shares	18
7.3.4 Share Options	19
7.3.5 Analysis of bonuses included in remuneration	19
7.3.6 Options over equity instruments granted as compensation	19
8. Dividends	19
9. Going Concern	19
10. Future developments	20
11. Indemnification and insurance of officers and auditors	20
12. Non-audit services	20
13. Lead auditor’s independence declaration	20

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

1. Directors

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

Name,	Experience, special responsibilities and other directorships
qualifications and
independence
status
Paul Price	Mr Price was appointed as a Director of the Company on 30 July 2012. Mr Price has extensive
Chairman and Non-	experience in corporate and commercial matters and has advised national and international clients on
Executive Director	capital raising and structuring issues including Corporations Act and ASX Listing Rule compliance and
	governance issues. Mr Price’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 and Oz
	Brewing Limited.
KC Ong	Mr Ong was appointed as a Director of the Company on 30 July 2012. Mr. Ong has over 25 years of
Non-Executive	extensive and diverse experience in corporate finance and business advisory to corporations in
Director	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.
Jason Ferris	Mr Ferris was appointed as a Director of the Company on 31 July 2014. Mr Ferris holds an AFSL and
Non-Executive	an Australian Credit License. He is a Fellow of the Australian Institute of Management (FAIM) and is a
Director	Member of the Australian Institute of Company Directors (MAICD). Mr Ferris has held board positions
	in both Australia and South Africa, and has held executive roles in the United Kingdom. Mr Ferris is
	currently the sole director of both Woodchester Capital and Woodchester Finance and was previously
	an executive director of the company responsible for establishing and building the Western Australian
	arm of ASX listed residential mortgage broker Mortgage Choice prior to its listing. This company is
	now capitalised at circa AUD$150m. Mr Ferris has been involved in excess of $3b in property finance
	transactions since late 2005 in the commercial property finance sector including senior development
	debt, investment term debt and mezzanine finance. He has also facilitated many joint venture
	opportunities in both property and mining sectors.
Paula Cowan	Ms Cowan was appointed as a Director of the Company on 30 July 2012 and resigned on 1 August
Non-Executive	2014. Ms Cowan is a qualified chartered accountant with over 10 years’ experience and is currently a
Director	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.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

2. Company secretary

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

There were no directors’ meetings held during the financial year as the Company had been in administration. The Company came out of administration on 26 June 2014.

The Board of Directors also approved six (6) circular resolutions during the year ended 30 June 2014 which were signed by all Directors of the Company.

4. Principal activities

The principal activities of the Company are mineral exploration with its project located in Western Australia. In addition, the Company has an option to acquire a second project located in Sri Lanka.

5. Operating and financial review

Operating results and financial review

The net loss of the Company for the financial year ended 30 June 2014 amounted to $647,110 (2013: loss $334,263). The increase is loss is mainly attributable to the due diligence costs incurred on the Sri Lankan projects during the year.

The net asset of the Company for the financial year ended 30 June 2014 amount to $1,410,940 (2013: net deficiency $990,814). The net asset position resulted from the Company having had completed a $2.5 million capital raise.

History, Review of Operations and Subsequent Events

ASX reinstatement

During the period the Company issued a Prospectus dated 4 April 2014. Following the successful raising of $2.5 million (before costs) under the Prospectus, the Company issued the following shares on 26 May 2014:

250 million shares were issued at $0.01 per share under the Public Offer;
100 million Shares were issued at $0.005 per share to Convertible Noteholders under the Conversion Offer; and
30 million Shares were issued to Strategic Investors under the Strategic Offer.

Following the successful completion of the capital raising, the Company paid $300,000 to the Badimia Native Title Claimant Group under the Deferred Mining Agreement being part of the process for obtaining the grant of the Windimurra Tenement which occurred on 22 May 2014.

In addition, funds raised under the Prospectus were used to pay $480,000 to the Deed Administrators under the Deed of Company Arrangement ( DOCA ) to terminate the DOCA and fully release the Company from its liabilities to the Creditors.

The Company came out of Administration on 26 June 2014 following the termination of the DOCA. Control of the Company reverted to the Directors on that date.

On 4 July 2014 the Company’s securities were reinstatement to the official list of ASX.

The Company currently has interests in the following 2 projects which it intends to explore and evaluate in line with its business model.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

Windimurra Project

The Company has a 100% interest in the Western Australian mining lease M58/272 ( Windimurra Tenement ) located in the Murchison Goldfield in Western Australia which was granted on 22 May 2014.

The Company intends to deploy a suitable management team to explore and potentially develop the Windimurra Tenement. The management team will also investigate the value of the Windimurra Tenement in light of its proximity to the vanadium mine ( Windimurra Vanadium Mine ) currently owned by Atlantic Limited.

The geological features upon which the Windimurra Vanadium Mine is located extend into the Windimurra Tenement. As a result of its strategic location, the Company intends to conduct exploration activities on the Windimurra Tenement with a view to determining whether or not an economic resource exists. In the event that an economic resource is defined on the Windimurra Tenement, the Company will consider the possibility of processing the ore at the Windimurra Vanadium Mine or selling the ore to the owners of the Windimurra Vanadium Mine on a mine gate sale basis.

Sri Lankan Project

The Company has entered into an option agreement ( Option Agreement ) with Cuprum Holdings Limited ( Cuprum ) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited ( Srinel ). Srinel is an unlisted company registered in Mauritius which owns 13 mining tenements prospective for heavy mineral sands in Sri Lanka ( Sri Lankan Project ).

The material terms of the Option Agreement are as follows:

(a) In consideration of the Company paying US$500,000 ( Option Fee ) to Cuprum, Cuprum grants to the Company the sole and exclusive option to acquire the Srinel Shares ( Call Option ).
(b) The purchase price for the Srinel Shares is as follows:
(i) the Option Fee;
(ii) the amount spent by Cuprum in exploration on the Sri Lankan Tenements from 1 January 2014 onwards being reimbursement of expenditure reasonably incurred by Cuprum in assessing, exploring and developing the Tenements estimated to be $50,000;
(iii) 400,000,000 Shares as deferred consideration subject to, and in accordance with, the following Milestones: (A) ( Milestone 1 ): 200,000,000 WVL Shares upon the Company achieving:
```
 - (1) a JORC inferred mineral resource of 10 million tonnes of heavy mineral content of not less than 5% discovered;

 - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;

 - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above;
```
- (B) ( Milestone 2 ): 200,000,000 WVL Shares upon the Company achieving:
  - (1) a JORC inferred mineral resource of 20 million tonnes of heavy mineral content of not less than 5% discovered;
  - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;
  - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above; and

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

(b) The purchase price for the Srinel Shares is as follows (continued):
a. US$2,500,000 as deferred consideration subject to, and in accordance with, the following Milestones:
- i. ( Milestone 3 ): US$500,000 upon the Company obtaining a grant of one or more mining licences in respect of all or part of the land the subject of the Sri Lankan Tenements; and
- ii. ( Milestone 4 ): US$2,000,000 upon the Company commencing commercial production or extraction of minerals in respect of any of the Sri Lankan Tenements.
(c) The Call Option will expire on 31 December 2014 ( Expiry Date ).
(d) The Company may terminate the Option Agreement and Cuprum must refund the Option Fee if any of the following occurs prior to the Expiry Date:
a. a material adverse change;
b. Cuprum commits a material breach of the Option Agreement; or
c. any of Curpum’s warranties are found to be untrue, inaccurate or misleading in a material respect.
(e) The Company is entitled to conduct due diligence investigations from the date of the Option Agreement until the Expiry Date.
(f) Exercise of the Call Option is conditional on:
(i) the Company obtaining all necessary Shareholder approvals to give effect to the Option Agreement, including takeover approval under item 7 of section 611 of the Corporations Act and approval for a change of nature and scale under Listing Rule 11.1.2;
(ii) the Company obtaining all necessary approvals of any regulatory authority to give effect to Option Agreement, including by re-complying with Chapters 1 and 2 of the Listing Rules;
(iii) no material adverse change having occurred; and
(iv) no breach or default by Cuprum of the Option Agreement.
(g) The conduct of Cuprum and Srinel with respect to the Srinel Shares and the Tenements will be subject to standard pre-completion restrictions.
(h) Cuprum gives various warranties and indemnities considered standard for a transaction of this nature.

The Option Agreement otherwise contains provisions considered standard for a transaction of this nature. If the Company exercises the Call Option then the parties may agree that some of the existing Directors resign and Cuprum nominate the appointment of new directors in their place.

The Company intends to continue its due diligence investigations into the Sri Lankan Project. If the Company is satisfied with its findings, the Company will seek the approval of Shareholders and regulatory authorities to exercise the Call Option. The Company has been advised by ASX that, prior to exercising the Call Option, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List of ASX.

The Sri Lankan Project spans approximately 14% of Sri Lanka’s entire coastline. Previous auger drilling has been conducted on parts of the Sri Lankan Project which has identified the existence of heavy mineral enrichment and the potential for high grade mineral sands resources. There is potential for the auger drilling to enable a JORC resource calculation and, therefore, it is expected that limited further exploration is required to achieve this outcome.

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

Convertible Note

To fund the payment of the Option Fee to Cuprum, the Company entered into a convertible note agreement with Willis Holdings Limited (a company registered in Mauritius) who is associated with Cuprum.

The material terms of the Convertible Note Agreement are as follows:

(a) The Convertible Noteholder will advance AU$555,000 to the Company in consideration of the Company issuing a convertible note ( Convertible Note ) to the Noteholder.
(b) The Convertible Note is unsecured and no interest is payable on the Convertible Note.
(c) The maturity date ( Maturity Date ) of the Convertible Note is the earlier of:
(i) 28 days from the date that completion successfully occurs under the Option Agreement; and
(ii) 125 days from the date that the Company receives the advance (i.e. 23 July 2014).
(d) On or before the Maturity Date, the Noteholder may elect to convert the Convertible Note into Shares at a conversion rate of $0.01 each. Conversion will be subject to any necessary Shareholder approvals.
(e) If the Convertible Note is not converted by the Maturity Date, then the Convertible Note will be redeemed by the Company by way of cash payment in the amount of $250,000 and the issue of Shares for the balance at a conversion rate of $0.01 each.

The Convertible Note Agreement otherwise contains provisions considered standard for agreements of this nature.

In March 2014, the Convertible Noteholder advanced USD $500,000 which amounted to AUD $548,950 after taking into account the foreign exchange effect. On 23 September 2014, AUD $250,000 was repaid pursuant to the terms of the convertible note. The balance will be converted into shares at a conversion rate of $0.01 per shares and is subject to Shareholder approval.

Subsequent Events

Reinstatement to ASX

Subsequent to year end, the securities of the Company were reinstated to official quotation on 4 July 2014.

Board Changes

On 31 July 2014 Mr Jason Ferris was appointed as a director of the Company replacing Ms Paula Cowan.

Loan Repayment

In July 2014, the Company repaid a loan of $300,000 to IML Holdings Pty Ltd. A fee of $10,000 was also paid to IML Holdings Pty Ltd pursuant to the loan agreement.

Convertible Note Repayment

On 23 September 2014, AUD $250,000 was repaid pursuant to the terms of the convertible note.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement

The Company is committed to implementing the highest standards of corporate governance.

This Statement reports on the Company’s key governance principles and practices. These principles and practices are reviewed regularly and revised as appropriate by the Company to ensure they comply with changes in the law and reflect developments in Corporate Governance.

The Company is pleased to advise that its practices are largely consistent with the revised ASX Recommendations. As consistency with the guidelines has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX Corporate Governance Council in place during the reporting period, we have identified such policies or committees.

Where the Company’s corporate governance practices do not correlate with the practices recommended by the ASX Corporate Governance Council, the Company is working towards compliance however it does not consider that all the practices are appropriate for the Company due to the size and scale of Company operations. Unless otherwise stated, the corporate governance practices below were in effect for the year ended 30 June 2014.

Principle 1 – Lay solid foundations for management and oversight

The Board and management have formalised 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 is responsible for oversight of the management and the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of those goals with a view to optimising company performance and the protection and enhancement of long-term shareholder value.

The Board has also established a Nomination and Remuneration Committee Charter which, amongst other functions, guides the Board in its evaluation of the performance of senior executives and encourages an appropriate mix of skills, experience, expertise and diversity on the Board.

The role of management is the efficient and effective operation of the activities of the Company in accordance with the objectives, strategies and policies determined by the Board. The performance of senior management is reviewed annually in a formal process with the executive’s performance assessed against the company and personal benchmarks. Benchmarks are agreed with the executives and reviews are based upon the degree of achievement against those benchmarks.

Principle 2 – Structure the Board to add value

The Board has been formed such that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Directors are appointed based on the specific skills required by the Company and on their experience, decision-making and judgement skills.

The Company has adopted a Nomination and Remuneration Committee Charter which encourages a transparent Board selection process in searching for and selecting new directors to the Board and having regard to any gaps in the skills and experience of the directors of the Board and ensuring that a diverse range of candidates is considered. The Board composition is reviewed on an ongoing basis with regard to the activities of the Company and the skills sets required to support those activities.

A separate nomination committee has not been formed. 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.

The composition of the Board is determined using the following principles:

A minimum of three directors, with a broad range of expertise
Directors should bring characteristics which allow a mix of qualifications, skills, experience, expertise and diversity to the Board

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 2 – Structure the Board to add value (continued)

The skills, experience, expertise and tenure of each director are disclosed in the Directors’ Report within this Annual Report.

As at the date of this report, the Board is comprised of three (3) Directors, all of whom are non-executive Directors.

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that NonExecutive Directors can offer. The following criteria has been adopted by the Company as a non-prescriptive guide for independence:

An Independent Director is a Non-Executive Director and:

(a) is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
(b) within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;
(c) within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member. Or an employee materially associated with the service provided;
(d) is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
(e) has no material contractual relationship with the Company or other group member other than as a Director of the Company;
(f) has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and
(g) is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.

The Board does not have a majority of members who are independent. The Board considers the existing structure and skill sets of the directors’ appropriate given the small scale of the Company’s enterprise and the associated economic restrictions the scale of operations 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.

The Company does not have an independent chair by reason of Mr Price’s relationship with Trident and Price Sierakowski which provides material professional services to the Company.

Given the size and nature of the Company, the Board considers it appropriate at this stage for the chair not to be an independent director.

Independent Professional Advice

The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities.

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, employees and officers of the Company with respect to matters relevant to the Company’s legal and ethical obligations and the expectations of stakeholders.

The Code of Conduct requires officers and employees to avoid or ensure proper management of conflicts of interest, to not use confidential information for personal gain and to act in fair, honest and respectful manner. The Board has procedures in place for reporting any matters that give rise to unethical practices or conflicts between the interests of a director or senior executive and those of the Company.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 3 – Promote ethical and responsible decision making (continued)

Diversity Policy

The Board has also established a Diversity Policy which affirms the Company’s commitment to promoting a corporate culture that is supportive of diversity and outlines strategies that the Board can undertake to encourage and promote a diverse working environment.

The Company does not select candidates based on gender or ethnicity, rather the recruitment process chooses candidates from a diverse group after widely canvassing the market and by selecting the most appropriate candidate based on merit and suitability for the role.

Currently the Company has no employees as the operations are run by a joint venture partner and the administration of the Company is outsourced to a management company. There are currently no women on the Board of the Company or employed by the Company.

Given the Company’s size and that it currently has no employees the Board does not consider it appropriate to set objectives regarding gender diversity at this time. As the operations grow, the Board will give consideration to the setting of such objectives and their achievement through the appointment of appropriate candidates to the Board and senior executive positions as they become available.

Share Trading Policy

The Board encourages directors and employees to hold shares in the Company to align their interest with the interests of all Shareholders. The Company has adopted a Securities Trading Policy which guides directors, employees or contractors in trading the Company’s securities in accordance with ASX Listing Rules. Trading the Company’s shares is prohibited under certain circumstances and a director, employee or contractor must not deal in the Company’s securities at any time when he or she is in possession of information which, if generally available, may affect the price of the Company’s shares.

The Policy sets out the following information:

(a) closed periods in which directors, employees and contractors of the Company must not deal in the Company’s securities;
(b) trading in the Company’s securities which is not subject to the Company’s Trading Policy; and
(c) the procedures for obtaining written clearance for trading in exceptional circumstances.

Principle 4 – Safeguard integrity in financial reporting

The Directors require the Managing Director and external company auditors to state in writing to the Board, that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant Australian 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.

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 ASX Listing Rules and the Corporations Act. The Directors have established a written policy and procedure to ensure compliance with the disclosure requirements of the ASX Listing Rules. At each meeting of the directors, consideration is given as to whether notice of material information concerning the Company, including its financial position, performance, ownership and governance has been made to all investors.

Under the policy the Company’s employees and contractors must disclose any relevant information which comes to their attention and is believed to potentially be material to the Company Secretary or Executive Director.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 6 – Respect the rights of Shareholders

The Directors have established a communications 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 also ensure that all relevant documents are released on the Company’s website.

Communication with Shareholders is achieved through the distribution of the following information:

The Annual Report is distributed to Shareholders;
The Half Yearly Report is available on the Company’s website
Regular reports and announcements are released through the ASX
The Annual General Meeting and other meetings called by the Company to obtain Shareholder approval as appropriate
Investor information released through the Company’s website

Principle 7 – Recognise and manage risk

The Board is responsible for overseeing the risk management function and ensuring that risks and opportunities are identified on a timely basis. The Directors have established a Risk Management Policy regarding the oversight and management of material business risks.

Responsibility for the control and risk management is delegated to the appropriate level of management within the Company, with the Executive Director having ultimate responsibility to the Board for monitoring the risk management and control framework. Risk analysis and evaluation occurs on an ongoing basis in the course of the activities of the Company. Management is responsible for the development of risk mitigation plans and the implementation of risk reduction strategies.

The Executive Director reports on a regular basis to the Board on the areas of their responsibility, including material business risks and provides an annual written report to the Board summarising the effectiveness of the Company’s 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 charter details how the Board fulfils its duties in regards to the Company’s remuneration plans, policies and practices, including the compensation of non-executive directors, executive directors and management. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate committee.

The Board has provided disclosure within this Annual Report in relation to Directors’ remuneration and remuneration policies in accordance with the ASX Listing Rules and the Corporations Act. There are no retirement schemes or retirement benefits other than statutory benefits for non-executive directors.

The Company has a policy to prohibit its directors and employees, who participate in an equity-based incentive plan of the Company, from entering into transactions which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities. Directors and employees are encouraged to take sufficient professional advice in relation to their individual financial position.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Windimurra Vanadium Limited is in compliance with each of the Corporate Governance Principles and the corresponding Best Practice Recommendations, other than in relation to the matters specified below:

No.	ASX principle and recommendation	Company’s position	Reason for non- compliance
2.	Structure the Board to add value
2.1	A majority of the Board should be independent of Directors.	The Board has considered the guidance to Principle 2: Structure the Board to Add _Value_and in particular, Box 2.1, which contains a list of “relationships affecting independent status”. Currently the Board is structured as follows: - Paul Price (Non-Executive Chairman); - KC Ong (Non-Executive Director); and - Jason Ferris (Non-Executive Director). The Board seeks to nominate persons for appointment to the Board who have the qualification, experience and skills to augment the capabilities of the Board.	Given the size and nature of the Company, the Board considers the composition of the Board is appropriate at this stage.
2.2	The Chair should be an independent Director.	The Company does not have an independent chair by reason of Mr Price’s relationship with Trident and Price Sierakowski which provides material professional services to the Company.	Given the size and nature of the Company, the Board considers it appropriate at this stage for the chair not to be an independent director.

2.4	The Board should establish a Nomination Committee.	The Company currently does not have a separate Nomination Committee. The roles and responsibilities of a Nomination Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Nomination Committee to be performed by the Board at this stage.
4.	Safeguard integrity in financial reporting
4.2	The Audit Committee should be structured so that it:  consists only of Non- Executive Directors;  consists of a majority of independent Directors;  is chaired by an independent chair, who is not chair of the Board; and  has at least 3 members.	The Company currently does not have a separate Audit Committee. The roles and responsibilities of an Audit Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Audit Committee to be performed by the Board at this stage.
8.	Remunerate fairly and responsibly
8.1	The Board should establish a Remuneration Committee.	The Company has not established a separate Remuneration Committee. The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	Given the size and nature of the Company’s operations, the Board considers it is appropriate for the role of the Remuneration Committee to be performed by the Board at this stage.
8.2	The Remuneration Committee should be structured so that it:  consists of a majority of independent Directors;  is chaired by an independent Director; and  has at least 3 members.	The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Remuneration Committee to be performed by the Board at this stage.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

7 Remuneration report (audited)

7.1 Principles of compensation – audited

This report outlines the remuneration arrangements in place for directors of Windimurra Vanadium Limited in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this annual financial report, Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly.

Details of Key Management Personnel during the year ended 30 June 2014

Mr. Paul Price

Mr. KC Ong

Ms. Paula Cowan

Remuneration Policy

The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. The Company does not link the nature and amount of the emoluments of such officers to the Company’s financial or operational performance. The expected outcome of this remuneration structure is to retain and motivate Directors.

7.2 Relationship between the Remuneration Policy and Company Performance

The Company’s focus with regard to shareholder wealth has been in relation to the recapitalisation of the Company and in relation to searching for suitable assets during the prior year. The tables below set out summary information about the Company’s earnings and movements in shareholder wealth for the five years to June 2014:

	30 June 2014	30 June 2013	30 June 2012	30 June 2011	30 June 2010
	$	$	$	$	$
Revenue	-	-	3,585	52,979	811,623
Basic loss per share (cents)	(0.07)	(1.73)	(0.05)	(0.29)	(1.00)
Diluted loss per share (cents)	(0.07)	(1.73)	(0.05)	(0.29)	(1.00)

7.3 Directors’ and executive officers’ remuneration - audited

In January 2013, the Board approved the remuneration of directors; being $5,000 per month for the Chairman and $4,000 per month for each other Director for their services, commencing from 1 January 2014.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3 Directors’ and executive officers’ remuneration (continued)

Details of the nature and amount of each major element of the remuneration for the year ended 30 June 2014 (and the previous period) of each director of the Company receiving the highest remuneration and other key management personnel are:

2014 Directors	Short-term Post employment Superannuation benefits Share-based payments Total Salary & fees STI Cash bonus Total Options Shares $ $ $ $ $ $ $	Proportion of remuneration performance related Value of options and shares as proportion of remuneration % %
Non-executive directors	30,000 - 30,000 - - - 30,000 24,000 - 24,000 - - - 24,000 24,000 - 24,000 - - - 24,000	- - - - - -
Mr Paul Price (Chairman)1
Mr KC Ong2
Ms Paul Cowan3
Total compensation: key management personnel 2014	78,000 - 78,000 - - - 78,000	- -
2013 Directors
Non-executive directors Mr Paul Price (Chairman) Mr KC Ong Ms Paul Cowan	- - - - - - -	- -
	- - - - - - -	- -
	- - - - - - -	- -
Total compensation: key management personnel 2013	- - - - - - -	- -

1 Mr Price’s director fees are paid Price Sierakowski Pty Ltd, of which Mr Price is a Director and Shareholder.
2 Mr Ong’s director fees are paid to KC Ong & Associates, of which Mr Ong is a Director.
3 Ms Cowan’s director fees are paid to Palisade Building Consulting Pty Ltd, of which Ms Cowan is a Director and Shareholder.

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3.1 Loans to Directors

There were no loans to directors during the financial year ending 30 June 2014.

7.3.2 Other Transactions with Key Management Personnel

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company in the reporting period. These are as follows:

Legal services:

Paul Price is a Director of Price Sierakowski Pty Ltd (“Price Sierakowski”), which provided the Company with legal services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2014 was $93,299 (2013: $159,521). As at 30 June 2014, the amount payable to Price Sierakowski is $88,970 (2013: $2,445)

Accounting and company secretarial services:

KC Ong is a Director of Trident Management Services Pty Ltd (“Trident Management Services”), which provided the Company with accounting and company secretarial services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2014 was $45,962 (2013: $30,450). As at 30 June 2014, the amount payable to Trident Management Services is $74,843.91 (2013: $33,495).

Capital raising services :

Paul Price is a Director of Trident Capital Pty Ltd (“Trident Capital”), which assisted the Company in raising capital. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2014 was $54,632 (2013: $nil). As at 30 June 2014, the amount payable to Trident Capital is $54,632 (2013: $nil).

Corporate advisory services :

Trident Capital provided the Company with corporate advisory services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2014 is $150,000 (2013: $nil). As at 30 June 2014, the amount payable to Trident Capital is $150,000 (2013: $nil).

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

7.3.3 Directors’ interests in shares

Fully paid ordinary shares issued by Windimurra Vanadium Limited to Key Management Personnel during the year and as at 30 June 2014 are as follows:

	Balance at Allotment of Net other Balance at
2014
	1 July 2013 Shares changes 30 June 2014

DIRECTORS Mr Paul Price Mr KC Ong Ms Paula Cowan	- 20,000,0001 - 20,000,000 - - - - - - - -
	- 20,000,000 - 20,000,000

1 20,000,000 shares were issued to Trident Capital Pty Ltd of which Paul Price is a Director and Shareholder. These shares were issued on conversion of the convertible note with Trident Capital Pty Ltd.

At the date of this report, there were no unissued ordinary shares of the Company.

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3 Directors’ and executive officers’ remuneration (continued)

7.3.4 Share options

No options were granted during or since the end of the financial year.

7.3.5 Analysis of bonuses included in remuneration

There were no short term cash bonuses paid during the reporting period.

7.3.6 Options over equity instruments granted as compensation

There were no options over ordinary shares in the Company granted as compensation to key management personnel during the reporting period. No options were granted since the end of the financial year.

This is the end of the Audited Remuneration Report.

8. Dividends

No dividends have been paid or declared by the Company to members during the 2014 or 2013 financial years.

9. Going Concern

The financial statements for the year ended 30 June 2014 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 or about March 2010, Trident Capital Pty Ltd made a proposal to reconstruct and recapitalise the Company. On 27 May 2010 in light of Trident Capital Pty Ltd’s proposal, the creditors resolved that the Company vary the original Deed of Company Arrangement (“DOCA”) and the Administrators of the Company became the administrators of the DOCA (“the Deed Administrators”).

In May 2014, through a prospectus dated 4 April 2014, the Company successfully raised $2.5 million through the issuance of 250 million shares at $0.01 each. The funds raised were used to pay $480,000 to the Deed Administrators under the DOCA terminating the DOCA and fully releasing the Company from its liabilities to the creditors under the DOCA. The DOCA was terminated on 26 June 2014 with control of the Company reverting to its Directors.

For the year ended 30 June 2014, the Company incurred a loss of $647,110 (2013: $334,263) and has net cash outflows from operating activities of $437,217 (2013: $348,886) and net cash outflows from investing activities of $873,516 (2013: $nil). As at 30 June 2014, the Company has $1,994,589 (2013: $153,039) in cash and cash equivalents and a positive working capital of $1,110,940 (2013: deficit of $990,814).

During the year ended 30 June 2014, the Company has acquired 100% interest in the Western Australian mining lease M58/272 (refer to note 12) and an option to acquire 100% of the issued share capital of Srinel Holdings Limited (“the Srinel Option”) which owns 13 mining tenements prospective for heavy mineral sands in Sri Lanka (refer to note 6).

The Directors have prepared a cashflow forecast for the next twelve months based on minimum commitments and estimated operating and administrative expenditures which indicates that the current cash reserve is sufficient for the twelve months period from signing the financial statements. The Company does not generate operating revenue and will therefore require additional funding in order to progress its exploration activities and fund its working capital beyond the forecast period. The Directors are confident that such funding will be available as and when required.

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

10. Future developments

The Company intends to deploy a suitable management team to explore and potentially develop the Windimurra Tenement.

11. Indemnification and insurance of officers and auditors

Indemnification

The Company has agreed subject to and so far as may be permitted by the Corporations Act 2001 to indemnify each current director and officer at the date of the report against all liabilities that may arise from their position as directors and officers of the Company. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. No indemnification has been paid with respect to the Company’s auditors.

12. Non-audit services

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

There were no non-audit services provided by KPMG and its related practices.

Audit services: *Auditors of the Company* Audit and review of financial reports (KPMG Australia)	2014 $ 2013 $ 34,445 65,000
	34,445 65,000

13. Lead auditor’s independence declaration

The Lead auditor’s independence declaration is set out on page 46 and forms part of the directors’ report for financial year ended 30 June 2014.

This report is made with a resolution of the directors:

==> picture [136 x 28] intentionally omitted <==

Paul Price Chairman

Dated at Perth this 30[th] day of September 2014

Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2014

*Note* Audit expenses Administrative expenses 7 Exploration and evaluation expenses 6 Director fees Gain on Deed of Company Arrangement 9 Loss before financing expenses Financial income 8 Financial expenses 8 Net financing income Loss before tax Income tax expense 11 Loss for the year Other comprehensive income Total comprehensive loss for the year Loss per share Basic and diluted loss per share (cents) 18	2014 $ 2013 $ (34,445) (65,000) (405,400) (269,504) (27,932) - (78,000) - 93,744 -
	(452,033) (334,504)
	9,994 621 (205,071) (380)
	(195,077) 241
	(647,110) (334,263)
	- -
	(647,110) (334,263)
	- -
	(647,110) (334,263)
	(0.07) (1.73)

The above Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the financial statements.

Statement of Financial Position

For the year ended 30 June 2014

*Note* Current assets Cash and cash equivalents 13 Trade and other receivables 14 Other financial assets 6 Total current assets Non-current assets Exploration and evaluation 12 Total non-current assets Total assets Current liabilities Trade and other payables 15 Convertible notes 17 Loan payable 16 Total current liabilities Total liabilities Net asset/(deficiency) Equity Issued capital 19 Convertible note reserve 17 Accumulated losses Total equity	2014 $ 2013 $ 1,994,589 153,039 82,921 73,782 352,068 -
	2,429,578 226,821

	300,000 -
	300,000 -

	2,729,578 226,821
	722,505 717,635 286,133 500,000 310,000 -
	1,318,638 1,217,635
	1,318,638 1,217,635

	1,410,940 (990,814)
	2,738,355 - 310,509 - (1,637,924) (990,814)
	1,410,940 (990,814)

The above Statement of Financial Position is to be read in conjunction with the notes to the financial statements.

Statement of Changes in Equity For the year ended 30 June 2014

*Note* 19	Share capital $ Convertible note reserve $ Option premium reserve $ Accumulated Losses $ 216,228,763 - 3,965,772 (220,851,086) - - - (334,263) (216,228,763) - (3,965,772) 220,194,535	Total Equity $ (656,551) (334,263) -
	- - - (990,814)	(990,814)

	- - - (990,814)	(990,814)
	- - - (647,110)	(647,110)

19	3,000,000 - - -	3,000,000
19	(261,645) - - -	(261,645)
17	- 310,509 - -	310,509
	2,738,355 310,509 - (1,637,924)	1,410,940

The above Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements.

Statement of Cash Flows

For the year ended 30 June 2014

*Note* Cash flows from operating activities Cash paid to suppliers and administrators Interest received Interest paid Net cash used in operating activities 21 Cash flows from investing activities Exploration and evaluation outflows Payment for other financial assets Net cash used in investing activities Cash flows from financing activities Proceeds from shares issued Share issue costs Proceeds from convertible notes Proceeds from borrowings Net cash from financing activities Net increase in cash and cash equivalents Opening cash and cash equivalents at 1 July Closing cash and cash equivalents 13	2014 $ 2013 $ (446,913) (349,127) 9,994 621 (298) (380)
	(437,217) (348,886)
	(324,367) - (549,149) -
	(873,516) -
	2,500,000 - (236,667) - 588,950 500,000 300,000 -
	3,152,283 500,000
	1,841,550 151,114 153,039 1,925
	1,994,589 153,039

The above Statement of Cash Flows is to be read in conjunction with the notes to the financial statements.

Windimurra Vanadium Limited Notes to the financial statements

For the year ended 30 June 2014

1. Reporting entity

This annual financial report includes the financial statements and notes of Windimurra Vanadium Limited (“the Company”). The Company 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 complies with International financial Reporting Standards as adopted by the International Accounting Standards Board. The annual financial report was authorised for issue by the directors on 30 September 2014.

(b) Basis of measurement

The annual financial report has been prepared on the historical cost basis. The methods used to measure fair values are discussed further in note 4.

(c) Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

(d) Going concern

The Directors have prepared a cashflow forecast for the next twelve months based on minimum commitments on its Western Australia mining lease M58/272 and estimated operating and administrative expenditures which indicates that the current cash reserve is sufficient for the twelve months period from signing the financial statements. The Company does not generate operating revenue and will therefore require additional funding should it exercise the Srinel option and in order to progress its exploration activities and fund its working capital beyond the forecast period. The Directors are confident that such funding will be available as and when required.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

3. Significant accounting policies

The accounting policies of the Company are consistent with prior period. New standards applicable from 1 July 2013 have had no material effect on the Company.

(a) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise, 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 Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company’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 Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company’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(f).

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 Company, on or before the end of the financial year but not distributed at balance date.

Derivative financial instruments

Derivatives are recognised initially at fair value; any directly attributable costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognised in profit or loss.

Compound financial instruments

Compound financial instruments issued by the Company comprise convertible notes that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to the financial liability is recognised in profit or loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognised.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

3. Significant accounting policies (continued)

(b) 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.

(c) 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 Company has obtained the legal rights to explore an area are recognised in statement of comprehensive income.

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

(i) the exploration and evaluation costs 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 one or more of the following facts and circumstances arise:

(i) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
(iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
(iv) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In any such case, or similar cases, the entity shall perform an impairment test in accordance with AASB 136. Any impairment loss is recognised as an expense in accordance with AASB 136.

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 Company’s right of tenure to that area of interest is current.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

(d) 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.

Financial assets are tested for impairment on an individual basis.

All impairment losses are recognised in 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 the reversal is recognised in profit or loss.

Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than 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.

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.

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 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.

(e)

Provisions

A provision is recognised in the statement of financial position when the Company 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.

(f) 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 and foreign currency gains 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 and impairment losses recognised on financial assets, 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.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

(g) Income tax

Income tax on the Statement of Profit or Loss and Other Comprehensive Income for the year comprises current and deferred tax. Income tax is recognised in the statement of comprehensive income 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.

(h) Segment reporting

A segment is a distinguishable component of the Company 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.

(i)

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 statement of financial position.

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.

(j) New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2014 reporting periods. The Company's assessment of the impact of these new standards and interpretations is set out below.

i) AASB 9 Financial Instruments:

This standard amends the requirements for classification and measurement of financial assets. The available-for-sale and held-to-maturity categories of financial assets in AASB 139 have been eliminated. Under AASB 9, there are three categories of financial assets:

Amortised cost
Fair value through profit or loss
Fair value through other comprehensive income.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

(j) New standards and interpretations not yet adopted (continued) i) AASB 9 Financial Instrument (continued)

AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income.

AASB 9 is only applicable from 1 July 2017 and therefore, the Company has not yet made an assessment of the impact of these amendments.

ii) AASB 2012-6 Amendments to Australian Accounting Standards - Mandatory Effective Date of AASB 9 and Transition Disclosure:

This standard defers the effective date of AASB 9 to 1 January 2015. Entities are no longer required to restate comparatives on first time adoption. Instead, additional disclosures on the effects of transition are required.

AASB 2012-6 is only applicable from 1 July 2015 and as comparatives are no longer required to be restated, there will be no impact on amounts recognised in the financial statements. However, additional disclosures will be required on transition, including the quantitative effects of reclassifying financial assets on transition.

iii) AASB 2014-1 Amendments to Australian Accounting Standards(Operative dates: Parts A-C – 1 Jul 2014; Part D – 1 Jan 2016; Part E – 1 Jan 2015):

This amendment is not urgent but are necessary changes to standards arising from Annual Improvements to IFRSs 2010–2012 Cycle and Annual Improvements to IFRSs 2011–2013 Cycle.

AASB 2014-1 is only applicable from 1 July 2014 and there will be no impact on the financial statements when these amendments are first adopted because this is a disclosure standard only. However, as the Company currently engages the services of a management entity, additional disclosures will be required when this amendment is adopted for the first time from 1 July 2014.

4. Determination of fair values

A number of the Company’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.

(c) Other financial assets

On initial recognition, fair value is determined by reference to the consideration paid to acquire the instrument. Due to the instrument’s short exercise period, changes in fair value are primarily attributable to the expiration of the instrument’s life.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

5. Financial risk management

Overview

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

credit risk
liquidity risk
market risk.

This note presents information about the Company’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 annual 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 Company, 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 Company’s activities. The Company 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 as cash and cash equivalent.

Cash and cash equivalents

The Company holds cahs and cash equivalents with reputable Australian banks.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. At year end, the Company’s receivables relate to amounts due from the ATO.

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.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, affect the Company’s financial performance or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

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

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. On 12 March 2013, the Company’s securities were consolidated on a 1:8 basis. The Company is not subject to externally imposed capital requirements.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

6. Other financial assets

Other financial assets

2014	2013
$	$
352,068		-
352,068		-

During the year, the Company entered into an Option Agreement with Cuprum Holdings Limited (“ Cuprum ”) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited (“ Srinel” ). The Company has until 31 December 2014 to call on the Option. Srinel is an unlisted company registered in Mauritius which owns 13 mining tenements prospective for heavy mineral sands in Sri Lanka (“ Sri Lankan Project” ). In consideration for the Option, the Company has paid US$500,000 ( Option Fee ) to Cuprum.

In the event the Company exercises the option, the purchase price for the Srinel Shares will be as follows: (i) the Option Fee;
(ii) the amount spent by Cuprum in exploration on the Sri Lankan Tenements from 1 January 2014 onwards being reimbursement of expenditure reasonably incurred by Cuprum in assessing, exploring and developing the Tenements estimated to be $50,000;
(iii) 400,000,000 Shares as deferred consideration subject to, and in accordance with, the following Milestones:
- (A) ( Milestone 1 ): 200,000,000 WVL Shares upon the Company achieving:
  - (1) a JORC inferred mineral resource of 10 million tonnes of heavy mineral content of not less than 5% discovered;
  - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;
  - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above;
- (B) ( Milestone 2 ): 200,000,000 WVL Shares upon the Company achieving:
  - (1) a JORC inferred mineral resource of 20 million tonnes of heavy mineral content of not less than 5% discovered;
  - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;
  - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above; and
(iv) US$2,500,000 as deferred consideration subject to, and in accordance with, the following Milestones:
- i. ( Milestone 3 ): US$500,000 upon the Company obtaining a grant of one or more mining licences in respect of all or part of the land the subject of the Sri Lankan Tenements; and
- ii. ( Milestone 4 ): US$2,000,000 upon the Company commencing commercial production or extraction of minerals in respect of any of the Sri Lankan Tenements.

Exercise of the Option is conditional on:

(i) the Company obtaining all necessary Shareholder approvals to give effect to the Option Agreement, including takeover approval under item 7 of section 611 of the Corporations Act and approval for a change of nature and scale under Listing Rule 11.1.2;
(ii) the Company obtaining all necessary approvals of any regulatory authority to give effect to Option Agreement, including by re-complying with Chapters 1 and 2 of the Listing Rules;
(iii) no material adverse change having occurred; and
(iv) no breach or default by Cuprum of the Option Agreement.

The fair value of the option at 30 June 2014 has been determined as a level 3 fair value, as the inputs are not based on observable market data.

Windimurra Vanadium Limited Notes to the financial statements (continued)

For the year ended 30 June 2014

6. Other financial assets (continued)

Opening balance Fair value at initial recognition Change in fair value in the year Closing balance	2014 $ 2013 $ - - 549,149 - (197,081) -
	352,068 -

An increase in fair value of 20% would have the effect of decreasing the loss after tax by $70,414 with an equal but opposite effect if the fair value was to decrease by 20%.

During the year, the Company has paid $27,932 as a reimbursement of expenditure amounts reasonably incurred in assessing, exploring and developing the Sri Lankan Project tenements. The reimbursement amount payable as at 30 June 2014 is $3,565.

7. Administrative expenses

8.

Legal expenses Corporate advisory expenses Other administrative expenses Finance income and expense Interest received from external parties Total finance income Bank fees Unwinding of interest of convertible notes Change in fair value of other financial assets Total finance expenses Net finance income and expenses	2014 $ 2013 $ 37,215 160,832 152,273 - 215,912 108,672
	405,400 269,504
	2014 $ 2013 $ 9,994 621
	9,994 621
	(298) (380)
	(7,692) - (197,081) -
	(205,071) (380)
	(195,077) 241

9. Gain on Deed of Company Arrangement

On 26 June 2014, $480,000 was paid to the Deed Administrators under the Deed of Company Arrangement (“ DOCA ”) to terminate the DOCA and fully release the Company from its liabilities to the Creditors.

The original estimated liabilities recorded were $573,744 resulting in a gain of $93,744.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

10. Auditors’ Remuneration

Auditors’ Remuneration
Audit services Auditors of the Company KPMG Australia: Audit and review of financial reports	2014 $ 2013 $ 34,445 65,000
	34,445 65,000

The prior year audit fee noted above 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 years ended 30 June 2009, 2010, 2011, 2012 and 2013.

The audit fee for the year ended 30 June 2014 represents the fee for the review for the half year period ended 31 December 2013 and the audit for the year ended 30 June 2014.

11. Tax

a. The components of tax expense comprise: Current tax Deferred tax b. the prima facie tax on profit before income tax is reconciled to the income tax as follows Loss before income tax Prima facie tax payable on loss before income tax at 30% (2013: 30%) Tax effect of amounts which are not deductible/(taxable) in calculating taxation income: -Non assessable, non-exempt income Net deferred tax asset arising from temporary differences not recognised Income tax expense	2014 $ 2013 $ - - - -
	- -
	(647,110) -
	(194,133) - 59,124
	(135,009) 135,009 - -
	- -

The company tax returns for the period under administration have not been filed as of the date of this annual financial report. Potential tax benefits from carried forward losses from prior year have not been recognized and/or disclosed in this annual financial report as the Company believes at this time that it is not probable they will be recovered in the future.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

12. Exploration and evaluation assets

Current Exploration and evaluation	2014 $ 2013 $ 300,000 -
	300,000 -

During the year, the Company paid $300,000 to the Badimia Native Title Claimant Group under the Deferred Mining Agreement. The Company has retained its 100% interest in the Western Australian mining lease M58/272 located in the Murchison Goldfield in Western Australia which was granted on 22 May 2014.

13. Cash and cash equivalents

13. Cash and cash equivalents
Current Bank balances 14. Trade and other receivables Current Prepayment GST receivable 15. Trade and other payables Current Trade payables Accrued expenses 16. Loan payable Current Loan payable - unsecured	2014 $ 2013 $ 1,994,589 153,039
	1,994,589 153,039
	2014 $ 2013 $ - 32,349 82,921 41,433
	82,921 73,782
	2014 $ 2013 $ 411,514 585,908 310,991 131,727
	722,505 717,635
	2014 $ 2013 $ 310,000 -
	310,000 -

In May 2014, IML Holdings Pty Ltd advanced $300,000 to the Company pursuant to a Loan Agreement. Under the Loan Agreement, the loaned amount and a $10,000 fee is to be repaid within six months of the Loan Agreement. No interest is to be paid on the loan. In July 2014, the total amount was repaid to IML Holdings Pty Ltd.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

17. Convertible notes

Financial liability Opening balance Convertible notes issued during the year2 Convertible notes redeemed during the year1 Unwinding of interest Equity component Opening balance Convertible notes issued during the year2	2014 $ 2013 $ 500,000 - 278,441 500,000 (500,000) - 7,692 -
	286,133 500,000
	2014 $ 2013 $ - - 310,509 -
	310,509 -

1 During 2013, the Company had issued convertible notes raising $500,000. On 26 May 2014 and pursuant to Shareholder approval, the convertible notes were converted into 100,000,000 shares at $0.005 per share.

During the year ended 30 June 2014, the Company had successfully issued three tranches of convertible notes raising $588,950.

The Company successfully issued two tranches of convertible notes raising $2 0,000 each . These two convertible notes do not bear interest and, in the event the conditions stated below are not satisfied, the notes will be redeemed in cash.

The third convertible note was to Willis Holdings Limited raising $548,950. This Convertible Note will be redeemed by the Company by way of cash payment in the amount of $250,000 and the issue of Shares for the balance at a conversion rate of $0.01 each. On 23 September 2014, AUD $250,000 was repaid. This convertible note does not bear interest.

The conversion of all three notes into shares is conditional upon:

Shareholder approval which is to be obtained at the Shareholders Meeting in accordance with the provisions of the Corporations Act and the ASX Listing Rules (which is yet to occur); and
the Company’s satisfaction that it has or will be able to comply with all of the elements of ASX’s conditional approval to the Company’s securities being reinstated to the official list of the ASX (which occurred on 4 July 2014).

18. Loss per share

Basic and diluted loss per share

The calculation of basic loss per share at 30 June 2014 was based on the loss attributable to ordinary shareholders of $647,110 (2013: loss of $334,263) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2014 of 92,418,694 (2013: 19,284,366).

Weighted average number of ordinary shares Issued ordinary shares at 1 July Shares issued on 26 May 20141 Weighted average number of ordinary share at 30 June	2014 2013 19,284,366 19,284,366 73,134,328 -
	92,418,694 19,284,366

1 Refer to note 19 for details on shares issued during the year ended 30 June 2014.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

19. Capital and reserves

Share capital *Fully Paid Ordinary Shares* On issue at 1 July 20124 Reduction of capital5 On issue at 30 June 2013 On issue at 1 July 2013 Capital raising shares issued1 Convertible note shares issued2 Strategic investor shares issued3 Share issue costs On issue at 30 June 2014	Number $ 19,284,366 216,228,763 - (216,228,763)
	19,284,366 -
	19,284,366 -
	250,000,000 2,500,000 100,000,000 500,000 30,000,000 - - (261,645)
	399,284,366 2,738,355

1 On 26 May 2014, the Company issued 250,000,000 shares at an issue price of $0.01 each.
2 On 26 May 2014, the Company issued 100,000,000 shares at an issue price of $0.005 each on the conversion of convertible notes.
3 On 26 May 2014, the Company issued 30,000,000 shares at no consideration to Strategic Investors.
4 A consolidation of the Company’s shares was approved by shareholders on 26 February 2013. This consolidation has been adjusted retrospectively to the commencement of the comparative period for presentation purposes.
5 On 26 February 2013, the capital of the Company was reduced by applying a portion of the accumulated losses of the Company against the share capital of the Company which is considered permanently lost. The option premium reserve was also written off as a reduction of capital.

Reserves Option premium reserve Write off all reserves1 Convertible notes2	2014 $ 2013 $ - 3,965,772 - (3,965,772) 310,509 -
	310,509 -

1 On 26 February 2013, the capital of the Company was reduced by applying a portion of the accumulated losses of the Company against the share capital of the Company which is considered permanently lost. The option premium reserve was also written off as a reduction of capital.
2 Refer to note 17.

20. Financial instruments

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to the financial statements, are as follows:

Financial assets Cash and cash equivalents Other financial assets Total financial assets Financial liabilities Trade and other payables Convertible notes Loan payable Total financial liabilities Total net financial assets	2014 2013 $ $ 1,994,589 153,039 352,068 - 2,346,657 153,039 722,505 717,635 286,133 500,000 310,000 - 1,318,638 1,217,635
	1,028,019 (1,064,596)

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

20. Financial instruments (continued)

Credit risk

Exposure to credit risk

The carrying amount of the Company’s financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk at the reporting date was:

Cash and cash equivalents	Carrying amount 2014 2013 1,994,589 153,039 1,994,589 153,039

The Company 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 Company does not have any receivables that are past due, nor is there a requirement to make any allowances for impairment in respect of other receivables.

Liquidity risk

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

Company 30 June 2014 Trade and other payables Convertible notes Loan payable Company 30 June 2013 Trade and other payables Convertible notes	Carrying amount Contractual cash flows 6 mths or less 6-12 mths 1-2 years 2-5 years $ $ $ $ $ $	More than 5 years $
	722,505 722,505 - 722,505 - -	-
	286,133 250,000 - 250,000 - -	-
	310,000 310,000 310,000 - - -	-
	717,635 717,635 - 717,635 - - 500,000 500,000 - 500,000 - -	- -

Currency risk

Exposure to currency risk

During the year ended 30 June 2014, the Company was exposed to currency risk to the extent that there is a mismatch between the currencies in which purchase are denominated and the respective functional currency of the Company. Generally, purchases are denominated in the currency that matches the cash flows generated by the underlying operations of the Company; being Australian dollars.

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows:

Trade and other payables Total financial liabilities	2014 USD
	3,565
	3,565

There Company was not exposed to currency risk in the prior year.

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

20. Financial instruments (continued) Interest rate risk

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

Financial assets *-Within one year* Cash and cash equivalents Total financial assets Effective interest rate Financial liabilities *-Within one year* Total financial liabilities	Floating interest rate $ 2014 total $ Floating interest rate $ 2013 total $
	1,994,589 1,994,589 153,039 153,039
	1,994,589 1,994,589 153,039 153,039
	2.36% 2.60%
	- - - -

The Company is exposed to interest rate risk as the Company hold funds on deposit at floating interest rates.

The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to Directors and represents management’s assessment of the possible change in interest rates.

At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Company’s net revenue would increase by $9,973 and decrease by $9,973 respectively (2013: $765).

21. Reconciliation of cash flows from operating activities

Reconciliation of cash flows from operating activities
Cash flows from operating activities Loss for the period Gain on Deed of Company Arrangement Finance expense Exploration expenditure Decrease in trade and other receivables Increase in trade and other payables Net cash from operating activities	2014 $ 2013 $ (647,110) (334,263)
	(93,744) - 214,772 - 27,932 - (34,117) (73,782) 95,049 59,159
	(437,217) (348,886)

Windimurra Vanadium Limited Notes to the financial statements (continued)

For the year ended 30 June 2014

22. Related Party Transactions Key management personnel compensation

The key management personnel compensation are as follows: Short-term employee benefits	2014 $ 2013 $ 78,000 -
	78,000 -

Other transactions with related parties

Legal services:

Accounting services:

KC Ong is a Director of Trident Management Services Pty Ltd (“Trident Management Services”), which provided the Company with accounting services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2014 was $45,962 (2013: $30,450). As at 30 June 2014, the amount payable to Trident Management Services is $74,843.91 (2013: $33,495).

Capital raising services :

Corporate advisory services :

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

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

23. Segment Reporting

The Company operates in one reportable segment, being mineral exploration and the Company operates in two geographical locations, being Australia and Sri Lanka. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources in the Company.

The geographical information for the Company is as follows:

Year ended 30 June 2014	Australia	Sri Lanka	Total
Exploration costs expensed	-	27,932	27,932
Segment non-current assets	300,000	-	300,000

The Company had no exploration and evaluation assets as at 30 June 2013 and therefore comparative geographical information is not presented.

24. Subsequent Events

Reinstatement to ASX

Subsequent to year end, the securities of the Company were reinstated to official quotation on 4 July 2014.

Board Changes

On 31 July 2014 Mr Jason Ferris was appointed as a director of the Company replacing Ms Paula Cowan.

Loan Repayment

In July 2014, the Company repaid a loan of $300,000 to IML Holdings Pty Ltd. An additional $10,000 fee was also paid to IML Holdings Pty Ltd pursuant to the loan agreement

Convertible Note Repayment

On 23 September 2014, AUD $250,000 was repaid pursuant to the terms of the convertible note.

25. Commitments and Contingencies

Office Accommodation Services

Beginning from 1 July 2014, the Company had entered into a service agreement with Trident Capital Pty Ltd of a period of 1 year.

Commitments no longer than 1 year Annual office accommodation services	2014 $ 2013 $ 24,000 -
	24,000 -

Windimurra Vanadium Limited Notes to the financial statements (continued) For the year ended 30 June 2014

25. Commitments and Contingencies (continued)

M58/272 Tenement Commitments

On 22 May 2014, the Company was granted the Western Australian mining lease M58/272 located in the Murchison Goldfield in Western Australia. The tenement commitments per the Department of Mines and Petroleum for the period of 1 year is as follows:

Commitments no longer than 1 year Annual expenditure Annual tenement rent	2014 $ 2013 $ 63,400 - 6,340 -
	69,740 -

Windimurra Vanadium Limited Directors’ declaration

The directors of Windimurra Vanadium Limited (“the Company”) declare that:

1) the financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
a) giving a true and fair view of the financial position of the Company as at 30 June 2014 and of its performance, as represented by the results of its operations and cash flows, for the financial year ended on that date; and
b) comply with Accounting Standards in Australia and the Corporations Regulations 2001; and
2) 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.
3) The financial statements also comply with International Financial Reporting Standards as disclosed in Note 2.

This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295(a) of the Corporations Act 2001.

Dated at Perth this 30[th] day of September 2014

Signed in accordance with a resolution of the directors:

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Paul Price Chairman

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Independent auditor’s report to the members of Windimurra Vanadium Limited Report on the financial report

We have audited the accompanying financial report of Windimurra Vanadium Limited (the Company), which comprises the statement of financial position as at 30 June 2014, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, notes 1 to 25 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration.

Directors’ responsibility for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In note 2(a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility

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

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

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Company’s financial position and of its performance.

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

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

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Independence

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

Auditor’s opinion

In our opinion:

(a) the financial report of Windimurra Vanadium Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the Company’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a).

Report on the remuneration report

We have audited the Remuneration Report included in Section 7 of the directors’ report for the year ended 30 June 2014. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards.

Auditor’s opinion

In our opinion, the remuneration report of Windimurra Vanadium Limited for the year ended 30 June 2014, complies with Section 300A of the Corporations Act 2001 .

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KPMG

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Matthew Beevers Partner

Perth

30 September 2014

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To: the directors of Windimurra Vanadium Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2014 there have been:

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

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KPMG

Matthew Beevers Partner

Perth

30 September 2014

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

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 26 September 2014.

A. Distribution of Equity Securities

Analysis of numbers of security holders by size of holding:

Distribution 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001- 100,000 More than 100,000 Totals	Number of shareholders Number of Shares
	1,478 531,346 585 1,255,624 84 589,899 63 2,193,091 162 394,714,406
	2,372 399,284,366

There were 2,194 shareholders holding less than a marketable parcel of ordinary shares calculated at $0.012 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:

Shareholder Name NEFCO NOMINEES PTY LTD AEGEAN CAPITAL PTY LTD MR JASON PETERSON + MRS LISA PETERSON PETERSON S/F A/C> TRIDENT CAPITAL PTY LTD	Issued Ordinary Shares Number Percentage Quoted 59,522,928 14.91 20,000,000 5.01 20,000,000 5.01 20,000,000 5.01

C. Twenty Largest Shareholders

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

Shareholder Name NEFCO NOMINEES PTY LTD AEGEAN CAPITAL PTY LTD MR JASON PETERSON + MRS LISA PETERSON PETERSON S/F A/C> TRIDENT CAPITAL PTY LTD KING GEORGE V NOMINEES LTD IML HOLDINGS PTY LTD AGENS PTY LTD BELL POTTER NOMINEES LTD CELTIC CAPITAL PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 CITICORP NOMINEES PTY LIMITED PAUL BATE CITIBANK NOMINEES PTY LTD HILLBROW INVESTMENTS LIMITED GEORGE ROBINSON MR BIN LIU PALLA NOMINEES PTY LTD PROFESSIONAL PAYMENT SERVICES PTY LTD MR JOHN ROBERT TYRRELL + MS CLAIRE KATHERINE TYRRELL J P MORGAN NOMINEES AUSTRALIA LIMITED Top 20 Total	Listed Ordinary Shares
	Number Percentage Quoted 59,522,928 14.91 20,000,000 5.01 20,000,000 5.01 20,000,000 5.01 15,000,000 3.76 14,020,000 3.51 14,000,000 3.51 10,000,000 2.50 9,856,472 2.47 7,253,684 1.82 7,054,483 1.77 6,000,000 1.50 6,000,000 1.50 6,000,000 1.50 6,000,000 1.50 5,000,000 1.25 5,000,000 1.25 5,000,000 1.25 4,600,000 1.15 4,490,589 1.12
	244,798,156 61.31

Shareholder Name
NEFCO NOMINEES PTY LTD
AEGEAN CAPITAL PTY LTD
MR JASON PETERSON + MRS LISA PETERSON PETERSON S/F A/C>
TRIDENT CAPITAL PTY LTD
KING GEORGE V NOMINEES LTD
IML HOLDINGS PTY LTD
AGENS PTY LTD
BELL POTTER NOMINEES LTD
CELTIC CAPITAL PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
CITICORP NOMINEES PTY LIMITED
PAUL BATE
CITIBANK NOMINEES PTY LTD
HILLBROW INVESTMENTS LIMITED
GEORGE ROBINSON
MR BIN LIU
PALLA NOMINEES PTY LTD

PROFESSIONAL PAYMENT SERVICES PTY LTD
MR JOHN ROBERT TYRRELL + MS CLAIRE KATHERINE
TYRRELL
J P MORGAN NOMINEES AUSTRALIA LIMITED
Top 20 Total

Listed Ordinary Shares

Number
Percentage Quoted
59,522,928
14.91
20,000,000
5.01
20,000,000
5.01
20,000,000
5.01
15,000,000
3.76
14,020,000
3.51
14,000,000
3.51
10,000,000
2.50
9,856,472
2.47
7,253,684
1.82
7,054,483
1.77
6,000,000
1.50
6,000,000
1.50
6,000,000
1.50
6,000,000
1.50
5,000,000
1.25
5,000,000
1.25
5,000,000
1.25
4,600,000
1.15
4,490,589
1.12

244,798,156
61.31

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 2014

65956_rns_2014-09-30_f70ce618-38e9-44a2-9b99-134d5492e837.pdf

WINDIMURRA VANADIUM LIMITED

Contents

Corporate Information

Windimurra Vanadium Limited Directors’ report For the year ended 30 June 2014

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

1. Directors

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

2. Company secretary

3. Directors’ meetings

4. Principal activities

5. Operating and financial review

Operating results and financial review

History, Review of Operations and Subsequent Events

ASX reinstatement

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

Windimurra Project

Sri Lankan Project

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

5. Operating and financial review (continued) History, Review of Operations and Subsequent Events (continued)

Convertible Note

Subsequent Events

Reinstatement to ASX

Board Changes

Loan Repayment

Convertible Note Repayment

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement

Principle 1 – Lay solid foundations for management and oversight

Principle 2 – Structure the Board to add value

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 2 – Structure the Board to add value (continued)

Independent Professional Advice

Principle 3 – Promote ethical and responsible decision making

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 3 – Promote ethical and responsible decision making (continued)

Diversity Policy

Share Trading Policy

Principle 4 – Safeguard integrity in financial reporting

Principle 5 – Make timely and balanced disclosure

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Principle 6 – Respect the rights of Shareholders

Principle 7 – Recognise and manage risk

Principle 8 – Remunerate fairly and responsibly

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

6. Corporate governance statement (continued)

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

7 Remuneration report (audited)

7.1 Principles of compensation – audited

Details of Key Management Personnel during the year ended 30 June 2014

Remuneration Policy

7.2 Relationship between the Remuneration Policy and Company Performance

7.3 Directors’ and executive officers’ remuneration - audited

Windimurra Vanadium Limited Directors’ report (continued) For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3 Directors’ and executive officers’ remuneration (continued)

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3.1 Loans to Directors

7.3.2 Other Transactions with Key Management Personnel

Legal services:

Accounting and company secretarial services:

Capital raising services :

Corporate advisory services :

7.3.3 Directors’ interests in shares

Windimurra Vanadium Limited Directors’ report (continued)

For the year ended 30 June 2014

7 Remuneration report (audited) (continued)

7.3 Directors’ and executive officers’ remuneration (continued)

7.3.4 Share options

TITANIUM SANDS LIMITED Annual Report 2014