ABN 65 009 131 533

Windimurra Vanadium Limited and its Controlled Entities

31 December 2008 Condensed Interim Financial Report

Corporate information	2
Directors' report	3
Consolidated interim financial statements
Condensed statement of comprehensive income	8
Condensed statement of changes in equity	9
Condensed statement of financial position	10
Condensed statement of cash flows	11
Notes to the interim financial statements	12
Directors' declaration	22
Independent auditor's report on review of condensed interim financial report	23
Lead auditor's independence declaration	25

Page

Corporate Information

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

Windimurra Vanadium Limited Directors' report For the half year ended 31 December 2008

The directors of Windimurra Vanadium Limited submit herewith the consolidated interim financial report of Windimurra Vanadium Limited and its subsidiaries (the Group) for the half year ended 31 December 2008. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

Directors

The directors of the Group at any time during or since the end of the half year are:

Name	Period of directorship
Non-executive
Dr Wolf Martinick	Resigned 2 Resigned 2 October 2009
Chairperson
Earl of Warwick	Resigned 2 October 2009
Non-Executive Director
Mr Phillip Laskaris	Resigned 30 January 2009
Non-Executive Director
Mr Ricardo Leiman	Resigned 13 February 2009
Non-Executive Director
Mr Nicholas Morland	Resigned 13 February 2009
Non-Executive Director
Ms Paula Cowan	Appointed 30 July 2012
Mr Paul Price	Appointed 30 July 2012
Mr KC Ong	Appointed 30 July 2012

Executive
Dr Iain Scott	Resigned 29 October 2009

Mr Garry Korte Resigned 29 October 2009

Company Secretary

Mr Matthew Lilly Mr Garry Korte Ms Paige Exley Ms Nicki Farley

Resigned 31 March 2009 Appointed 31 March 2009, Resigned 29 October 2009 Appointed 30 July 2012, Resigned 7 November 2012 Appointed 7 November 2012

Windimurra Vanadium Limited Directors' report For the half year ended 31 December 2008

Principal Activities

Prior to going into administration on 18 February 2009, the principal commercial activity of the Group during the six months ended 31 December 2008 was the exploration and commercial development of the Windimurra Vanadium mine site.

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

Operating Results

The net loss of the Group for the half year ended 31 December 2008 was \$67,760,000 (2007: loss \$2,644,000).

Preparation of Financial Statements

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

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

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

History, Review of Operations and Subsequent Events

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

Administration

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

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

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

Windimurra Vanadium Limited Directors' report

For the half year ended 31 December 2008

History, Review of Operations and Subsequent Events (continued)

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

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

The principal features of the Recapitalisation Proposal were as follows:

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

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

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

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

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

Windimurra Vanadium Limited Directors' report

For the half year ended 31 December 2008

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

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

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

Officers

On 30 June 2009, Philip Laskaris resigned as a Director of the Company.

On 13 February 2009, Messrs. Ricardo Laiman and Nicholas Moreland resigned as Directors of the Company.

On 31 March 2009, Matthew Lilly resigned as Company Secretary of the Company. Mr Garry Korte was appointed as his replacement.

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

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

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

Future developments

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

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

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

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

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

Windimurra Vanadium Limited Directors' report

For the half year ended 31 December 2008

Going Concern

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

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

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

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

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

Dividends

No dividends have been paid or declared by the Group to members during the half year ended 31 December 2008 and half year ended 31 December 2007

Lead auditor's independence declaration

The lead auditor's independence declaration is set out on page 25 and forms part of the directors' report for the six months ended 31 December 2008.

Dated at Perth this 12th day of November 2013.

Signed in accordance with a resolution of the directors:

_______________________________

Paul Price Chairman

Condensed consolidated statement of comprehensive income

For the six months ended 31 December 2008
In thousands of AUD	31 Dec 2008	31 Dec 2007
	\$	\$
Other income	348	93
Administrative expenses	(6,031)	(3,222)
Marketing expenses	-	(280)
Results from operating activities	(5,683)	(3,409)
Finance income	3,957	1,714
Finance expenses	(66,034)	(949)
Net finance income/(costs)	(62,077)	765

Loss before income tax	(67,760)	(2,644)
Income tax expense	-	-
Loss for the period	(67,760)	(2,644)

Attributable to: Equity holders of the Company	(66,917)	(2,417)
Minority interest	(843)	(227)
Loss for the period	(67,760)	(2,644)

Loss per share Basic loss per share (AUD)	(0.44)	(0.03)
Diluted loss per share (AUD)	(0.44)	(0.03)

The condensed notes on pages 12 to 21 are an integral part of these consolidated financial statements.

Condensed consolidated statement of changes in equity

For the six months ended 31 December 2008

In thousands of AUD	Share Capital	Hedging Reserve	Employee Option Reserve	Share Option Reserve	Option premium Reserve	Accumulated Losses	Total	Minority Interest	Total Equity
	\$	\$	\$	\$	\$	\$	\$	\$	\$
Balance at 1 July 2007	128,322	-	1,409	-	3,966	(38,454)	95,243	863	96,106
Total recognised income and expense	-	-	-	-		- (2,417)	(2,417)	(227)	(2,644)
Issue of ordinary shares – in Company	-	-	-	-		- -	-	-	-
Share options exercised by Directors	274	-	(87)	--		- -	187	-	187
Employee Share Options	-	-	934	-		- -	934	-	934
Balance at 31 December 2007	128,596	-	2,256	-	3,966	(40,871)	93,947	636	94,583
Balance at 1 July 2008	216,420	663	2,133	11,869	3,966	(39,881)	195,170	843	196,013
Total recognised income and expense	(21)	-	-	-		- (67,640)	(67,661)	(843)	(68,504)
Revaluation decrement	-	(6,512)					(6,512)	-	(6,512)
Issue of ordinary shares – in Company	-	-	-	-		- -	-	-	-
Share options exercised by Directors	-	-	-	-		- -	-	-	-
Employee Share Options	-	-	2,788	-		- -	2,788	-	2,788
Balance at 31 December 2008	216,399	(5,849)	4,921	11,869	3,966	(107,521)	123,785	-	123,785

The condensed notes on pages 12 to 21 are an integral part of these consolidated financial statements

Condensed consolidated statement of financial position

As at 31 December 2008

In thousands of AUD	Note	31 Dec 2008	30 Jun 2008
		\$	\$
Assets
Cash and cash equivalents		94,764	183,148
Trade and other receivables		10,735	13,292
Inventories		3,162	413
Financial Assets		545	1,584
Total current assets		109,206	198,437
Restricted cash on deposit		19,854	8,120
Property, plant and equipment		256,332	126,793
Intangible Assets		7,755	7,755
Financial assets		4,067	15,314
Total non-current assets		288,008	157,982
Total assets		397,214	356,419
Liabilities
Trade and other payables		36,589	21,176
Loans and borrowings	8	4,343	951
Employee benefits		355	273
Financial Liabilities		6,525	435
Total current liabilities		47,812	22,835
Loans and borrowings	8	210,893	125,280
Trade and other payables		45	-
Employee benefits		41	41
Provisions		14,638	12,250
Total non-current liabilities		225,617	137,571
Total liabilities		273,429	160,406
Net assets		123,785	196,013
Equity
Share capital		216,399	216,420
Reserves		14,907	18,631
Accumulated losses		(107,521)	(39,881)
Total equity attributable to equity holders of the Company
		123,785	195,170
Minority interest		-	843
Total equity	10	123,785	196,013

The condensed notes on pages 12 to 21 are an integral part of these consolidated financial statements.

Condensed consolidated statement of cash flows

For the six months ended 31 December 2008

In thousands of AUD	31 Dec 2008	31 Dec 2007
	\$	\$
Cash flows from operating activities
Cash paid to suppliers and employees	(6,294)	(3,726)
Cash used by operations	(6,294)	(3,726)
Interest received	3,956	1,714
Interest paid	(9,377)	(122)
Income taxes paid	-	-
Net cash used in operating activities	(11,715)	(2,134)
Cash flows from investing activities
Proceeds of Sale and Leaseback	13,152	-
Acquisition of property, plant and equipment	(13)	(28,724)
Payment for Construction and Mine Development	(100,543)	-
Net cash used in investing activities	(87,404)	(28,724)
Cash flows from financing activities
Proceeds from borrowings – related parties	10,882	2,688
Payments of transaction costs from issue of shares	(21)	-
Proceeds from issue of shares to minority interest	-	-
Proceeds from the exercise of options	-	187
Payment of finance lease liabilities	(737)	(189)
Net cash received from financing activities	10,124	2,686
Net increase (decrease) in cash and cash equivalents	(88,995)	(28,172)
Cash and cash equivalents at 1 July	191,268	63,407
Effect of exchange rate fluctuations on cash at bank	12,345	-
Cash and cash equivalents at 31 December	114,618	35,235

The condensed notes on pages 12 to 21 are an integral part of these consolidated financial statements.

For the half year ended 31 December 2008

1. Reporting entity

Windimurra Vanadium Limited (the "Company") is a company domiciled in Australia. The consolidated interim financial report of the Company as at and for the six months ended 31 December 2008 comprises the Company and its subsidiaries (together referred to as the "Consolidated Entity"). The Group is a for-profit entity primarily involved in exploration for mineral reserves.

The consolidated annual financial report of the Consolidated Entity as at and for the year ended 30 June 2008 is available upon request from the Company's registered office at Level 24, 44 St Georges Terrace Perth WA 6000.

2. Statement of compliance

The consolidated interim financial report is a general purpose financial report which has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This does not include all of the information required for a full annual financial report, and should be read in conjunction with the consolidated annual financial report of the Consolidated Entity as at and for the year ended 30 June 2008.

This consolidated interim financial report is approved by the Board of Directors on 12th November 2013.

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with the Class Order, amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.

3. Significant accounting policies

The accounting policies applied by the Consolidated Entity in this consolidated interim financial report are the same as those applied by the Consolidated Entity in its consolidated financial report as at and for the year ended 30 June 2008.

The Consolidated Entity has adopted AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments (April 2007) (AASB 2007-4).

There has been no impact on the half-year financial report, as a result of adopting AASB 2007-4.

4. Basis of preparation

The condensed consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Company's 2008 Annual Financial Report for the year ended 30 June 2008.

In the current half-year, the Group ha adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current half-year period.

New and revised Standards and amendments thereof and Interpretations effective for the current reporting period that are relevant to the Group include:

Windimurra Vanadium Limited

Notes to the condensed consolidated financial statements

For the half year ended 31 December 2008

4. Basis of preparation (continued)

Amendments to AASB 5, 8, 101, 107, 117, 118, 136 and 139 as a consequence of AASB 2009-5. Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project AASB 2009-5 Introduces amendments into Accounting Standards that are equivalent to those Condensed notes to the consolidated financial statements made by the IASB under its program of annual improvements to its standards. A number of the amendments are largely technical, clarifying particular terms, or eliminating unintended consequences. Other changes are more substantial, such as the current/non-current classification of convertible instruments, the classification of expenditures on unrecognised assets in the statement of cash flows and the classification of leases of land and buildings.

The adoption of these amendments has not resulted in any changes to the Group's accounting policies and have no effect on the amounts reported for the current or prior periods.

5. Going Concern

The interim financial statements for the half year ended 31 December 2008 have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

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

On 9 December 2009, at a reconvened Creditors meeting, Creditors resolved that the Company enter into a Deed of Company Arrangement ("the original DOCA"). On 31 December 2010 the Company and the Administrators executed the original DOCA and the Administrators became the Deed Administrators of the original DOCA.

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

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

The principal features of the Recapitalisation Proposal were as follows:

Capital Consolidation The Company's securities being consolidated on a 1:8 basis;
Reduction of Capital The capital of the Company being reduced by applying a portion of the accumulated losses of the Company (determined to be \$220,399,903) against the share capital of the Company which is considered permanently lost;
Issue of Shares to Strategic Investors The issue of 30,000,000 fully paid ordinary shares (post consolidation) for nil consideration to Strategic Investors;
Conversion of Convertible Notes The issue of 100,000,000 new shares arising on the conversion of the convertible notes issued by the Company in consideration for \$500,000, with a conversion rate of 1 share for every \$0.005 of the note amounts (post consolidation);

For the half year ended 31 December 2008

5. Going Concern (continued)

Issue of Shares under Prospectus The issue of not less than 200,000,000 fully paid ordinary shares (post consolidation) by means of a public offer at one cent per share to raise not less than \$2,000,000 under a prospectus.
Appointment of Directors Appointment of new directors and secretary;
Right for Directors to apply for Shares The right of the directors to participate in the public issue;
Payment to the Claimant Group The payment of \$300,000 to the Badimia Native Title Claimant Group in exchange for the documentation required to obtain the grant of the mining lease M58/272 in accordance with the Deferred Mining Agreement;
Payments to the Deed Administrator In accordance with the DOCA, transfer of the proceeds from liquidation of the Company's assets and the amount of \$480,000 from the capital raisings to the Deed Administrators to be applied to the trust fund;
Forgiveness of Claims The release of all existing claims against the Company with Creditors' claims to be satisfied from the Creditors' trust fund in accordance with the terms of the DOCA and the Creditors Trust Deed.

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

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

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

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

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

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

For the half year ended 31 December 2008

5. Going Concern (continued)

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

6. Segment Reporting

The Consolidated Entity operated in one industry, being mining and mining exploration, and is in the one geographical segment, Australia.

7. Changes to consolidated group

There have been no changes to the Consolidated Group during the reporting period.

8. Loans and borrowings

The following loans and borrowings (non-current and current) were issued and repaid during the six months ended 31 December 2007:

		Interest rate		Face	Carrying	Year of
In thousands of AUD	Currency	nominal	effective	value	amount	maturity
Balance at 1 July 2007:
Finance lease liabilities					2,493
Loans from related parties					2,972
New issues
Finance lease liabilities	AUD	10.46%	10.46%	367	367	2011
Loans from related parties	AUD	-	-	2,688	2,688	(1)
Repayments
Finance lease liabilities					(189)
Balance at 31 December					8,331
2007

Loan from Noble Resources Limited (being the minority interest holder) advanced under the Shareholder Agreement date 4 October 2006. The loan is denominated in AUD, is unsecured and non-interest bearing, callable only when permitted by project loan covenants.

The following loans and borrowings (non-current and current) were issued and repaid during the six months ended 31 December 2008:

For the half year ended 31 December 2008

8. Loans and borrowings (continued)

The following loans and borrowings (non-current and current) were issued and repaid during the six months ended 31 December 2008:

			Interest rate	Face	Carrying	Year of
In thousands of AUD	Currency	nominal	effective	value	amount	maturity
Balance at 1 July 2008:
Finance lease liabilities	AUD		9.72%	2,443	2,443	2011
Loans from related parties	AUD		-	9,499	9,499	2016
Secured Bank Loans (A)	USD		9.52%	93,793	89,133	2013
Secured Bank Loans (B)	USD		11.00%	39,124	25,156	2015
New issues
Finance lease liabilities	AUD		- 9.72%	26,096	26,096	2011
Loans from related parties	AUD		- -	2,680	2,680	2016
Secured Bank Loans (A)	USD		9.52%		40,775	2013
Secured Bank Loans (B)	USD		11.00%		28,972	2015
Convertible Note	AUD		- -	-	8,224
Repayments
Finance lease liabilities					(4,039)
Borrowing Costs					(7,179)
Balance at 31 December 2008					221,760

The Company was placed into administration on 18 February 2009 by a resolution of directors. As a result, the Directors are unable to obtain any further information in relation to Loans and Borrowings at 31 December 2008.

9. Convertible notes

The Consolidated Entity and Noble Resources Limited have a Heads of Agreement (HOA) that has a convertible note facility. The convertible note has a face value of \$8,202,207 and is convertible to 3,728,549 ordinary shares in the company,

Under the HOA, Noble Resources Limited cannot convert the note into equity until the consolidated entity has drawn upon the note. The consolidated entity is not obliged to draw upon the note at any time. The Consolidated Entity has drawn upon the note facility during the financial period.

For the half year ended 31 December 2008

10. Share-based payments

In 2005 the Consolidated Entity established a share option program that entitles key management personnel and senior employees to purchase shares in the entity. The terms and conditions of the share option program are disclosed in the consolidated financial report as at and for the year ended 30 June 2008.

The terms and conditions of the grants made during the six months ended 31 December 2008 are as follows:

Grant date	Number of instruments	Vesting Date	Contractual life of options
Option grant at 15 July	(1)250,000	15 July 2008	3 years
2008 Option grant at 15 July 2008	(2)250,000	15 May 2009	3 years
Option grant at 25 August 2008	(3)166,667	25 August 2008	3 years
Option grant at 7 November 2008	(4)125,000	7 November 2008	2.5 years
Option grant at 7 November 2008	(5)100,000	7 November 2008	2.5 years
Option grant at 7 November 2008	(6)1,250,001	7 November 2008	3 years

Fair value of share options and assumptions for the six months ended 31 December 2008:

(1)	(1) Fair value at grant date Share price Exercise price Expected volatility (expressed as weighted average volatility used in the modelling under binomial lattice model) Option life (expressed as weighted average life used in the modelling under	Not Available Not Available \$2.00 Not Available 3 years
	binomial lattice model)
	Expected dividends	NIL
	Risk-free interest rate (based on government bonds)	6.75%
	(2) Fair value at grant date Share price Exercise price Expected volatility (expressed as weighted average volatility used in themodelling under binomial lattice model) Option life (expressed as weighted average life used in the modelling under binomial lattice model) Expected dividends Risk-free interest rate (based on government bonds)	Not Available Not Available \$2.75 Not Available 3 years NIL 6.75%
	(3) Fair value at grant date	\$1.0563
	Share price	\$2.29
	Exercise price	\$2.12
	Expected volatility (expressed as weighted average volatility used in the modelling under binomial lattice model)	70%
	Option life (expressed as weighted average life used in the modelling under binomial lattice model)	3 years
	Expected dividends	NIL
	Risk-free interest rate (based on government bonds)	6.54%

Windimurra Vanadium Limited

Notes to the condensed consolidated financial statements

For the half year ended 31 December 2008

10.	Share-based payments (continued)
	(4) Fair value at grant date	\$0.8113 -1.0563
	Share price	\$2.29
	Exercise price	\$2.60
	Expected volatility (expressed as weighted average volatility used in the modelling under binomial lattice model)	70%
	Option life (expressed as weighted average life used in the modelling under binomial lattice model)	2.5 years
	Expected dividends	NIL
	Risk-free interest rate (based on government bonds)	6.54%

	(5) Fair value at grant date	\$0.8113 -1.0563
	Share price	\$2.29
	Exercise price	\$2.12
	Expected volatility (expressed as weighted average volatility used in the modelling under binomial lattice model)	70%
	Option life (expressed as weighted average life used in the modelling under binomial lattice model)	2.5 years
	Expected dividends	NIL
	Risk-free interest rate (based on government bonds)	6.28%

	(6) Fair value at grant date	\$0.8113 -1.0563
	Share price	\$2.29
	Exercise price	\$2.12
	Expected volatility (expressed as weighted average volatility used in the	70%
	modelling under binomial lattice model)
	Option life (expressed as weighted average life used in the modelling under	3 years
	binomial lattice model)
	Expected dividends	NIL
	Risk-free interest rate (based on government bonds)	6.28%
	The basis of measuring fair value is consistent with that disclosed in the consolidated financial report as at and for the year ended 30 June 2008.

11. Contingencies

The Consolidated Entity had contingent liabilities at 31 December 2008 in respect of:

Bank guarantee

The Consolidated Entity has provided bank guarantees for the operation of corporate credit cards, and other facilities.

For the half year ended 31 December 2008

12. Related parties

Transactions with key management personnel

Key management personnel receive compensation in the form of short-term employee benefits, postemployment benefits and share-based payments (see note 10).

Other related party transactions

During the six months ended 31 December 2008, the Parent of the Consolidated Entity provided management services to its subsidiary, MidWest Vanadium Pty Ltd for \$1,238,256. The balance outstanding at 31 December 2008 was \$1,238,256.

None of the balances are secured.

13. Subsequent events

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

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

For the half year ended 31 December 2008

13. Subsequent events (continued)

The principal features of the Recapitalisation Proposal were as follows:

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

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

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

For the half year ended 31 December 2008

13. Subsequent events (continued) Midwest Vanadium

Officers

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

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

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

No other matter or circumstance has arisen since 31 December 2008 that has significantly affected or may affect the consolidated entity's operations, the results of those operations or the state of affairs in future financial years.

Windimurra Vanadium Limited Directors' declaration

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

1. the financial statements and notes thereto, are in accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the Company's financial position as at 31 December 2008 and of its performance for the six month period ended on that date; and
(b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and

The directors of the Company declare that:

whilst drawing attention to the disclosure as set out in Note 5, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Dated at Perth this 12th day of November 2013.

Signed in accordance with a resolution of the directors:

Paul Price Chairman

AI assistant

TITANIUM SANDS LIMITED — Interim / Quarterly Report 2013

65956_rns_2013-12-02_b47524fd-2326-4d1e-894c-f3b0e398e1ad.pdf

Contents

Corporate Information

Windimurra Vanadium Limited Directors' report For the half year ended 31 December 2008

Directors

Company Secretary

Windimurra Vanadium Limited Directors' report For the half year ended 31 December 2008

Principal Activities

Operating Results

Preparation of Financial Statements

History, Review of Operations and Subsequent Events

Administration

Windimurra Vanadium Limited Directors' report

History, Review of Operations and Subsequent Events (continued)

Windimurra Vanadium Limited Directors' report

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

Officers

Future developments

Windimurra Vanadium Limited Directors' report

For the half year ended 31 December 2008

Going Concern

Dividends

Lead auditor's independence declaration

Condensed consolidated statement of comprehensive income

Condensed consolidated statement of changes in equity

For the six months ended 31 December 2008

Condensed consolidated statement of financial position

As at 31 December 2008

Condensed consolidated statement of cash flows

For the six months ended 31 December 2008

1. Reporting entity

2. Statement of compliance

3. Significant accounting policies

4. Basis of preparation

Windimurra Vanadium Limited

Notes to the condensed consolidated financial statements

4. Basis of preparation (continued)

5. Going Concern

5. Going Concern (continued)

5. Going Concern (continued)

6. Segment Reporting

7. Changes to consolidated group

8. Loans and borrowings

8. Loans and borrowings (continued)

9. Convertible notes

10. Share-based payments

Windimurra Vanadium Limited

11. Contingencies

Bank guarantee

12. Related parties

Transactions with key management personnel

Other related party transactions

13. Subsequent events

13. Subsequent events (continued)

13. Subsequent events (continued) Midwest Vanadium

Officers

Windimurra Vanadium Limited Directors' declaration

More from TITANIUM SANDS LIMITED

TITANIUM SANDS LIMITED Interim / Quarterly Report 2013