ZEUS RESOURCES LIMITED

Zeus Resources Limited

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Annual Report For the year ended 30 June 2015

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The information contained in this report is to be read in conjunction with Zeus Resources Limited's 2014 half year report and announcements to the market Zeus Resources released during the period

WWW.ZEUSRESOURCES.COM ABN 70 139 183 190

Zeus Resources Limited

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CORPORATE DIRECTORY

Directors

Mr Chuanxi Ding - Chairperson (resigned 30 July 2015) Mr Jiangang Zhao - Acting CEO and Director Mr Gregory Clifton Hall - Non-executive Director Mr Yong Zhang - Non-executive Director Mr Shouyin Wang – Chairperson (appointed 30 July 2015)

Company Secretary

Andrew Whitten

Principal registered office

Level 11 50 Pitt Street Sydney NSW 2000 Telephone: +61 2 8488 3270

Email: [email protected]

Auditor

William Buck 29/66 Goulburn St Sydney NSW 2000

Share Registry

Link Market Services Level 4, 152 St George’s Terrace Perth WA 6000

Australian Securities Exchange

ASX Code – ZEU

Website: www.zeusresources.com

Zeus Resources Limited

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CONTENTS
CORPORATE DIRECTORY	2
CHAIRPERSON’S REPORT	4
REVIEW OF OPERATIONS REPORT	6
DIRECTORS’ REPORT	36
AUDITOR’S INDEPENDENCE DECLARATION	47
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME	48
STATEMENT OF FINANCIAL POSITION	49
STATEMENT OF CHANGES IN EQUITY	50
STATEMENT OF CASH FLOWS	51
NOTES TO THE FINANCIAL STATEMENTS	52
DIRECTORS’ DECLARATION	70
INDEPENDENT AUDITOR'S REVIEW REPORT	71
TENEMENT SCHEDULE	73
GOVERNANCE STATEMENT	74
SHAREHOLDER INFORMATION	90

Zeus Resources Limited

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CHAIRPERSON’S REPORT

Dear Shareholder,

It is with great pleasure that I write to you and present the Zeus Resources Ltd (Zeus or the Company) Annual Report for the year ended 30 June 2015.

Over the last 12 months, the continuous downturn of markets, especially in mining and resources industry, has created great pressure on junior exploration companies like Zeus. Consequently, in addition to tenement exploration the Company has focused on project acquisition and cost saving initiatives.

Tenements Exploration

Throughout the financial year ended 30 June 2015 the Company has conducted a comprehensive review of all of its tenements. Air-core drilling was carried out in Wiluna and Narnoo in order to assess the geological setting and exploration potential of each project. The drilling results provided justification for the relinquishment and reduction of tenements to allow the Company to focus on key targets.

A total of 27 air core drill holes for a total of 1,685m were completed at Wiluna during December 2014. Almost all drill holes intersected variably developed Tertiary palaeochannel sediments containing two regionally widespread target sand horizons with potential for uranium mineralisation.

22 air core drill holes for a total of 1,801m were completed on the Narnoo North and South tenements during May-June 2015. 85 samples were submitted for geochemical assay. Anomalous uranium was intersected in several drill holes in Narnoo South targeting a narrow Tertiary palaeochannel. Drilling intersected a broad zone of lignite‐hosted uranium mineralisation. Assay results returned a best intercept of (best result 3m@ 218ppm U3O8) and i ndicated the potential for further lignite-hosted uranium mineralisation.

Field work on Zeus’s Gascoyne Project defined several Iron-Oxide hosted Uranium targets (with a maximum grade of 587.6ppm U3O8) and located zones of subcropping base-metal mineralisation on the margins of Zeus’ Mortimer Hills tenement. Rock chip samples returned encouraging base metal (Pb-Cu-Ba-Ag) results containing up to 13.4% Cu, 2.95% Pb and 128ppm Ag. Base-metal mineralisation is considered to have the potential to extend across the tenement boundary and a new tenement application of 15 blocks has been lodged over the adjoining area.

Project Acquisition

Over the past 12 months the board of Zeus has examined numerous projects. Unfortunately the Directors have not felt that any of the reviewed projects had sufficient upside to warrant acquisition or joint venture. The Company will broaden information channels to get access to new potential acquisitions and joint venture opportunities and continue to actively review resource projects whether in uranium or other base metals such as copper, gold, nickel and zinc. The location of projects is not limited within Australia and will focus more on mid- Asian countries. The board remains committed to acquiring the right project with the long term goal of creating shareholder value in mind.

Zeus Resources Limited

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CHAIRPERSON’S REPORT

Cost Saving

The Company has taken a number of initiatives to minimise its costs and expenses. Examples of these are: the non-appointment of a full-time CEO (Mr Zhao has continued in the role of interim CEO on a nominal salary); the rationalisation of tenement holdings based on drilling results and the consequential relinquishment of tenements to reduce minimum commitment expenditure requirements; and a strict control on general administration expenditures. Zeus has been and continues to be in a strong cash position with $4.7 million as at 30 June 2015 and no debt.

This strong financial position will enable the Company to carry out further exploration and explore acquisitions and joint venture possibilities in the next financial year.

I would like to thank my fellow directors for their efforts throughout the year.

Yours Sincerely,

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Mr. Shouyin Wang

Chairperson

Dated this 29[th] day of September 2015

Zeus Resources Limited

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REVIEW OF OPERATIONS

Tenement Status

The results of exploration work conducted during the year has enabled Zeus to consolidate its tenement holding by voluntarily relinquishing all or parts of tenements now considered to have limited prospects.

Transfer applications for four tenements have been completed during the year whilst two tenement transfers are pending. A new tenement application has been lodged as part of Zeus’ Gascoyne Project. Current tenement details are shown in Table 1 below.

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Figure 1. Zeus Resources Tenement Location Map.

Zeus Resources Limited

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REVIEW OF OPERATIONS

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Zeus Resources Limited

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REVIEW OF OPERATIONS

Exploration Program

Exploration efforts during the year have comprised the following:

Wiluna Project – Exploration drilling (27 aircore holes for a total of 1,685m).
Narnoo Project – Exploration drilling (34 aircore holes for a total of 3,123m).
Gascoyne Project ‐ Geological mapping and rock chip sampling.
North Musgraves Project – Desktop studies and native title negotiations.

Wiluna Project

Zeus considered peneconcordant uranium mineralisation hosted within palaeochannels sandstones to be the primary exploration target within the Wiluna region, with surficial calcrete‐hosted mineralisation forming a secondary target.

Drilling aimed to assess the validity of geophysical data (ground gravity) obtained over the Yeelirrie South and Hinkler Well tenements and determine the validity of Zeus' exploration model prior to conducting further work.

A total of twenty seven air core drill holes, for a total of 1,685m, ( Table 2 ) targeting four separate palaeochannels, were completed on Zeus’ combined tenements within the Wiluna region during December 2014.

Results indicated that Tertiary palaeochannels were extensively developed throughout the region with palaeochannel sandstones developed within the Kukububba (Lake Way) and Yeelirrie South Palaeochannels.

Previously acquired ground gravity data proved very effective in defining the main inset palaeovalley axes with target sand horizons restricted to the centre of the inset palaeovalleys. Drilling confirmed the widespread occurrence of reduced sediments at depth within the palaeochannels and defined two regionally extensive target sand horizons.

Anomalous gamma associated with near‐surface calcrete development was intersected within several drill holes, most notably on the Hinkler Well tenement, however assay results indicated grades are low and showed the potential for strong negative secular disequilibrium.

Weak uranium mineralisation was intersected within palaeochannel sandstones within the Kukububba (Lake Way) Palaeochannel. A prospective redox boundary was encountered within basal palaeochannel sandstones at Yeelirrie South with anomalism detected within this target horizon in four historic holes situated nearby.

Drilling results have confirmed the validity of Zeus’ exploration model and validated the effectiveness of ground gravity to define the palaeochannels. Zeus considers the results obtained from drilling, particularly the regionally extensive target sand horizons containing prospective redox boundaries and anomalous uranium, to be sufficiently prospective to warrant further drilling.

Drilling of ~30 drill holes for 2,000m is proposed for the Lake Way and Yeelirrie South Projects with details currently being finalised.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Hole ID	Tenement	GDA94_E	GDA94_N	Zone	Dip	Azi	RL	Hole Type	EOH	Depth to	Anomalous	Comments
										Basement	Gamma
*Yeelirrie South Project*
					‐90	0		AC	94			Mid‐Sequence Sand (Miocene?), fining upwards:
ZYS001	E36/733	241,542	6,964,803	51			478.0			94	N/A	54‐63m.
												Basal sands(Eocene?): finingupwards: 82‐94m.
					‐90	0		AC	95			Basal sands (Eocene?), fining upwards: 71‐88m.
ZYS002	E36/733	237,564	6,966,232	51			477.0			88	N/A
												Haematite oxidation at base of Tertiary.

					‐90	0		AC	65		Surface	Surface calcrete. Miocene clays overlying heavily
ZYS003	E36/733	234,400	6,967,075	51			477.0			40
											calcrete.	weatheredgranite.

ZYS004	E36/733	237,633	6,973,009	51	‐90	0	486.0	AC	76	57	N/A	Miocene clays overlying heavily weathered granite.
ZYS005	E36/733	234,219	6,977,923	51	‐90	0	483.0	AC	84	56	N/A	Miocene clays overlying heavily weathered granite.
ZYS006	E36/733	232,793	6,977,790	51	‐90	0	482.0	AC	70	57	N/A	Miocene clays overlying heavily weathered granite.
					‐90	0		AC	65			Surface calcrete. Basal Channel Sands (Eocene?):
ZYS007	E36/735	215,749	6,972,520	51			489.0			61	N/A
												56‐61m.

					‐90	0		AC	66			Surface calcrete. Basal Channel Sands (Eocene?):
ZYS008	E36/735	217,400	6,972,557	51			487.0			62	N/A
												54‐62m.

*Hinkler Well Project*
ZHW001	E53/1247	227,207	7,025,297	51	‐90	0	504.0	AC	80	78	Surface calcrete.	Basal Channel Sands (Eocene?): 73‐78m.
ZHW002	E53/1247	228,004	7,024,886	51	‐90	0	504.0	AC	74	73	N/A	Mid‐Sequence Sand (Miocene?): 44‐47m. Basal Channel Sands (Eocene?): 71‐73m.
ZHW003	E53/1247	228,804	7,025,202	51	‐90	0	503.0	AC	72	69.5	Surface calcrete.	Mid‐Sequence Sand (Miocene?): 42‐47m. Basal Channel Sands (Eocene?): 69‐69.5m.
ZHW004	E53/1247	226,406	7,025,568	51	‐90	0	506.0	AC	75	72	Surface calcrete.	Mid‐Sequence Sand (Miocene?): 44‐47m. Basal Channel Sands (Eocene?): 71‐72m.
ZHW005	E53/1247	229,559	7,023,057	51	‐90	0	508.0	AC	60	46	Surface calcrete.	Mid‐Sequence Sand (Miocene?): 41‐45m. No Basal Channel Sands due to shallower basement on channel margin.
ZHW006	E53/1247	232,197	7,026,097	51	‐90	0	500.0	AC	28	28	Surface calcrete.	Hole targeting surface calcrete anomaly. Drilled to blade refusal.
ZHW007	E53/1247	232,200	7,026,306	51	‐90	0	500.0	AC	29	27	Surface calcrete.	Hole targeting surface calcrete anomaly.
ZHW008	E53/1247	232,190	7,026,506	51	‐90	0	501.0	AC	41	27	Surface calcrete.	Hole targeting surface calcrete anomaly. Drilled to blade refusal(in saprock)
ZHW009	E53/1247	232,193	7,026,700	51	‐90	0	499.0	AC	29	26	Surface calcrete.	Hole targeting surface calcrete anomaly. Ferruginised saprolite at EOH.
*Lake Gregory Project*
					‐90	0		AC	49		Surface
ZLG001	E53/1602	211,144	7,118,577	51			569.0			14		Shallow basement, heavily weathered clay profile.
											calcrete.

ZLG002	E53/1602	210,962	7,122,400	51	‐90	0	567.0	AC	50	9	N/A	Shallow basement, heavily weathered clay profile.
					‐90	0		AC	68			Minor lacustrine clays (Miocene?) overlying heavily
ZLG003	E53/1602	210,019	7,125,614	51			565.0			38	N/A
												weathered saprolite.

*Lake Way Project*
ZKB001	E53/1601	228,179	7,082,002	51	‐90	0	557.0	AC	89	9	N/A	Shallow basement. Very heavily weathered to clay. Drilled to blade refusal.
ZKB002	E53/1601	228,862	7,083,522	51	‐90	0	555.0	AC	32	6	N/A	Massive, fine‐grained cream limestone overlying ferruginised saprolite.
					‐90	0		AC	32			Pyritic greenstone saprolite + vein quartz. Drilled to
ZLW001	E53/1603	234,446	7,049,463	51			498.0			6	N/A
												blade refusal.

					‐90	0		AC	51			Pyritic greenstone saprolite + vein quartz. Drilled to
ZLW002	E53/1603	235,762	7,049,256	51			497.0			3	N/A
												blade refusal.

					‐90	0		AC	65			Thin Miocene clays overlying weathered basement
ZLW003	E53/1603	236,207	7,049,198	51			498.0			33	N/A
												saprolite.

					‐90	0		AC	52			Thin Miocene clays overlying weathered basement
ZLW004	E53/1603	236,655	7,049,264	51			500.0			38	N/A
												saprolite.

					‐90	0		AC	94		Anomalous	Intersected main palaeochannel.
											gamma 45‐	Mid‐Sequence Sands (Miocene?): 48‐52m,
ZLW005	E53/1603	237,611	7,049,479	51			500.0			92	60m.	Basal Channel Sands (Eocene?): 83‐92m.
											Max. peak	Anomalous gamma associated with Mid‐Sequence
											@51m	Sands.
Table 2. Zeus Resources Ltd, Wiluna Region drill hole details.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Yeelirrie Palaeochannel

Eight drill holes were completed within the Yeelirrie Palaeochannel ( Figure 2, Table 2 ) with drill holes targeting ground gravity lows defining the palaeochannel axis.

E36/733

Six drill holes completed on E36/733 confirmed the presence of the major palaeochannel interpreted from ground gravity data, defining a deep (up to 95m) Tertiary palaeovalley containing two regionally extensive target sand horizons.

Whilst no significant anomalism was detected within palaeochannel sandstones, the two target sand horizons are well‐developed and a prospective lateral redox boundary was detected within the Palaeochannel axis. Examination of sparse historical drilling records indicate the presence of anomalous gamma within basal channel sands in four drill holes within the region.

Exploration results have allowed Zeus to reduce the E36/733 tenement down to 42 graticular blocks, covering areas within the main ‘inset’ palaeovalley axis with the potential for palaeochannel sandstone‐hosted uranium mineralisation. Follow up drilling is being planned for this tenement.

E36/735

Two drill holes were completed on E36/735 and confirmed the presence of the palaeochannel interpreted from ground gravity data however the channel was shallow and prospective sand‐ horizons were not intersected.

Zeus’ has therefore elected to relinquish the E36/735 tenement.

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Figure 2. Yeelirrie South region ground gravity, selected surface geology and Zeus drill holes.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Abercromby Palaeochannel

E53/1247

Nine holes were drilled within the Abercromby Palaeochannel on Hinkler Well (E53/1247). Drill hole locations are shown in Figure 3 with drill hole details summarised in Table 2 .

Five drill holes targeted ground gravity lows on the western half of the tenement and indicated depths to basement within the Abercromby Palaeochannel ranging from 46m to 72m. Drilling intersected, two regionally extensive target sand horizons, however anomalous uranium was not detected with the sands instead showing evidence of uranium remobilisation.

Minor anomalism associated with discontinuous calcrete development was intersected in four drill holes ( Table 2 ) on the western half of the tenement whilst four holes were drilled across a substantial (>1,000cps) surface radiometric anomaly associated with calcrete outcrop on the eastern part of the tenement. Assay results disappointingly returned only minimal U values (generally <5ppm U3O8, best intercept of 49.4ppm U3O8) and indicated strong negative disequilibrium 0‐5m depth and positive disequilibrium >5m depth, suggesting uranium mineralisation has been remobilised downstream towards Toro Energy’s Abercromby, Centipede & Millipede deposits.

Zeus’ considers the ground to be unprospective and has therefore elected to relinquish the E53/1247 tenement.

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Figure 3. Ground gravity survey results showing Zeus drill holes and historical calcrete drill holes (<15m) within the Hinkler Well tenement.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Lake Gregory Palaeochannel

E53/1600 & E53/1602

Three drill holes were completed on E53/1602 ( Figure 4 ) with no drilling conducted on E53/1600. Drilling targeted a radio metrically anomalous linear valley‐fill calcrete (similar to that developed on Hinkler Well) within the centre of the Palaeovalley.

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Figure 4. Zeus drill holes and surface radiometric anomalism within the Lake Gregory Palaeochannel on E53/1602.

Drilling on the Lake Gregory Palaeochannel indicated that Tertiary palaeochannel sediments were poorly‐developed or absent in the middle to upper reaches of the palaeochannels. Surficial calcrete was moderately developed but assay results indicated low uranium grades (< 20ppm U3O8) with a best intercept of 67.7ppm U3O8.

Zeus’ has therefore elected to relinquish the E53/1600 and E53/1602 tenements.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Kukububba Palaeochannel

E53/1601

Two drill holes were completed on the northern half of E53/1601 ( Figure 5, Table 2) and failed to intersect Tertiary sediments, indicating that the upper reaches of the Kukububba Palaeochannel was an area of erosion rather than deposition of palaeochannel sediments.

Drilling results on E53/1603 indicate that the main Kukububba Palaeovalley axis is likely to extend northwards onto the southern half of E53/1601.

Zeus has therefore elected to relinquish the northern parts of E53/1601 with the tenement being reduced from 70 to 22 graticular blocks to focus on areas where prospective palaeochannel sediments are likely to be well‐developed. Follow up drilling is being planned for this tenement.

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Figure 5. Zeus drill holes within the upper reaches of the Kukububba Palaeochannel on E53/1601.

E53/1603 & E53/1604

Five holes were drilled on E53/1603 across the interpreted course of the main Kukububba Palaeovalley ( Figure 6, Table 2 ). A sixth planned drill hole on E53/1604 was unable to be completed due to insufficient time.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Drilling intersected thin lacustrine clays on the margins of the palaeochannel whilst the axis of the Kukububba Palaeochannel was located with the final drill hole of the program (ZLW005). This drill hole again intersected the two regionally widespread prospective target reduced sand‐horizons within the palaeochannel axis. The eastern margin of the palaeochannel has not been located and is likely to extend a considerable distance onto E53/1604.

Weakly anomalous gamma was detected within ZLW005 over a broad interval (45‐60m) with assay results returning elevated uranium values (2‐4 times background values). Whilst uranium grades were low (best intercept of 16.7ppm U3O8) this drill hole provides the first evidence of palaeochannel sandstone‐hosted uranium mineralisation within the region and importantly validates Zeus’ exploration model.

Zeus has elected to relinquish areas considered to overly shallow basement, on the eastern parts of E53/1603 and western margins of E53/1604, to focus on the likely extensions of the Kukububba Palaeochannel to the north and south. Follow‐up drilling is being planned for these two tenements.

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Figure 6. Zeus drilling& cleared locations, Lake Way region. Note eastern boundary of palaeochannel not yet defined by drilling.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Narnoo Project

A total of 34 air core drill holes were completed for a total of 3,123m on the Narnoo Project during the year. Drilling was conducted in two phases with an initial 12 air core drill holes, for a total of 1,322m completed during August/September 2014 and a further 22 air core drill holes, for a total of 1,801m, completed during May 2015.

Drill holes were sited to target interpreted gravity lows and conductive zones interpreted to contain palaeochannel sediments and targeted sandstone‐hosted uranium mineralisation developed at the base of the Tertiary palaeochannels.

Drill hole details summarised in Table 3 with locations at Narnoo North and Narnoo South are shown in Figure 7 and Figure 9 r espectively.

Narnoo North

Exploration drilling at Narnoo North was conducted in two phases during August/September 2014 and May 2015 ( Figure 7 , Table 4 ). Drilling aimed to further define the regional redox boundary developed within structurally controlled Western and Eastern palaeovalleys.

Drilling defined a regional redox boundary and determined that palaeochannel flow was to the north‐west with prospective reduced sediments restricted to an eroded platform developed along the south‐eastern margins of the combined tenement area.

Oxidised palaeochannel sediments showed strong lithological similarities with their reduced counterparts and weak radiometric anomalism (see Table 4 ) interpreted as remnant uranium mineralisation that has subsequently been remobilised.

Five drill holes (highlighted on Figure 7 ) intersected low‐grade uranium mineralisation hosted within reduced sandstones lying beneath an organic rich clay horizon ( Figure 8 ). Significant intervals are detailed in Table 3 . Of note, drill hole NAR003 intersected a 7m thick interval from 112m of low‐ grade mineralisation (av. 113.8ppm) including 1m @ 248.2ppm U3O8 (0.025% U3O8) from 113m.

Hole ID	From	To	Thickness	Av. U3O8 ppm	Av. U3O8 %	Lithology
NAR003	112	119	7	113.8	0.011	Carbonaceous clayey to cleanpyritic sands.
inc.	113	114	1	248.2	0.025	Carbonaceous clayey sands containing pyritic clay clasts.
inc.	116	118	2	127.7	0.013	Carbonaceous clayey sands containing pyritic clay clasts.

NAR006	59	62	3	82.3	0.008	Carbonaceous clayey silts with weak disseminatedpyrite. Weak oxidation overprint.
inc.	61	62	1	194.8	0.019	Carbonaceous silty clays. Weak oxidation overprint.
Table 3. Narnoo North drilling, significant intervals.

Zeus Resources Limited

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REVIEW OF OPERATIONS

Drill hole	Tenement	GDA94_E	GDA94_N	Zone	Dip	Azi	EOH	Anomalous Gamma	Comments
*Narnoo North ‐ 2014*
NAR001	E39/1683	595,541	6,704,311	51	‐90	0	102	85.7‐96.5m
NAR002	E39/1683	595,002	6,704,534	51	‐90	0	115	94.0‐110.0m	Organic‐rich clayhorizon 102‐105m
NAR003	E39/1683	593,986	6,704,945	51	‐90	0	126	113‐120.0m
NAR004	E39/1683	589,992	6,706,566	51	‐90	0	42	NA	Hole collapsed at 42m. Redrilled.
NAR004A	E39/1683	589,996	6,706,567	51	‐90	0	126	114‐116.5m	Organic‐rich clayhorizon 78‐82m
NAR005	E39/1687	586,002	6,708,254	51	‐90	0	147	131.5‐133.5m
NAR006	E39/1683	605,082	6,715,867	51	‐90	0	135	54.0‐64.0m, 98.6‐102.0m	Drilled atop basement high to investigate historical intersection. Organic‐rich clays 59‐62m
NAR007	E39/1401	593,037	6,723,472	51	‐90	0	120	Nil	Oxidised basal pebbly sands 94‐98m. RedOx front has moved through location.
NAR008	E39/1401	590,127	6,718,996	51	‐90	0	99	Nil	Oxidised basal pebbly sands 84‐88m. RedOx front has moved through location.
NAR009	E39/1401	595,018	6,716,232	51	‐90	0	115	Nil
NAR010	E39/1683	587,603	6,701,034	51	‐90	0	90	Nil
NAR011	E39/1683	588,871	6,698,010	51	‐90	0	57	Nil	Oxidised basal pebbly sands 34‐36m. RedOx front has moved through location.
NAR012	E39/1683	588,919	6,693,001	51	‐90	0	48	Nil	Reduced clays 30‐33m capping reduced, pyritic gravelly to pebbly sand & conglomerates 33‐38m.
*Narnoo South ‐ 2015*
NAR013	E28/2096	576,009	6,665,761	51	‐90	0	98	Nil	Weakly reduced Miocene sands overlying oxidised Eocene sediments. Lignites & reduced sediments below 60m.
NAR014	E28/2096	578,461	6,658,490	51	‐90	0	42	Nil	Shallow Permian
NAR015	E28/2096	576,998	6,660,248	51	‐90	0	51	Nil	Shallow Permian
NAR016	E28/2096	571,495	6,658,532	51	‐90	0	81	43‐44m	12m black lignitic clay directly overlying Albany Fraser Belt Paragneiss/Amphibolite
NAR017	E28/2097	552,579	6,663,607	51	‐90	0	51	Nil	Shallow Permian
NAR018	E28/2097	549,493	6,661,367	51	‐90	0	54	34‐40m	Lignite 36‐41m.
NAR019	E28/2097	548,307	6,661,438	51	‐90	0	42	32‐34.5m	Lignite 32‐35m. Grey Miocene clays 24‐5m.
NAR020	E28/2097	547,340	6,661,730	51	‐90	0	60	29.5‐30.5	Miocene clays capping Eocene. *Thick lignites from 30 to 57m.*
NAR021	E28/2097	548,602	6,660,491	51	‐90	0	51	Nil	Miocene clays over Permian. No Eocene.
NAR022	E28/2097	547,900	6,659,402	51	‐90	0	51	Nil	300cps in top of Permian clays
NAR023	E28/2097	550,250	6,659,995	51	‐90	0	60	34‐35.5	Miocene clays over Eocene.
NAR024	E28/2097	550,248	6,658,997	51	‐90	0	60	Nil	Thick oxidised Permian clay profile.
*Narnoo North ‐ 2015*
NAR025	E39/1683	578,502	6,693,463	51	‐90	0	105	Nil	Oxidised basal Tertiary pebbly gravels overlyingsandyPermian clays.
NAR026	E39/1683	597,503	6,710,048	51	‐90	0	87	75‐76m
NAR027	E39/1683	596,001	6,710,466	51	‐90	0	96	83‐84m
NAR028	E39/1683	594,011	6,711,000	51	‐90	0	109	Nil	Hole abandoned at 109m.
NAR029	E39/1401	599,904	6,715,269	51	‐90	0	78	Nil
NAR030	E39/1401	596,999	6,715,905	51	‐90	0	97	Nil	Unable to penetrate silcrete developed at topof Permian. Hole terminated at 97m.
NAR031	E39/1683	602,299	6,714,683	51	‐90	0	135	Nil	Permian & Proterozoic cobble clasts within basal conlomerate overlin RedOx bdr
									g yg y.
NAR032	E39/1687	584,018	6,709,143	51	‐90	0	150	Nil
NAR033	E39/1683	596,832	6,707,005	51	‐90	0	123	81.75‐82.5m	Anomalous gamma at contact with Permian.
NAR034	E39/1401	586,005	6,713,498	51	‐90	0	120	Nil
Table 4. Narnoo Project Air core Drill hole Details.

Zeus Resources Limited

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Figure 7. SRTM image showing Narnoo North combined tenements, Zeus drill holes and interpreted palaeogeography. Mineralised drill holes highlighted.

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Figure 8. Detail of mineralised reduced zone within Eastern Palaeovalley. Downhole gamma logs shown by red line on right of Zeus drill holes. The dashed pink line defines a wedge of predominantly coarse pebbly sandstones developed adjacent to Cundeelee Fault. Note laterally continuous organic‐rich mudstone horizon within the wedge, capping reduced basal sandstones containing multiple zones of stacked mineralisation.

Zeus Resources Limited

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Figure 9. Narnoo South SRTM image showing Zeus tenements and drill holes.

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Narnoo South

E28/2096

12 drill holes for a total of 701m were completed on Zeus’ E28/2096 and E28/2097 tenements at Narnoo South ( Figure 9, Table 4 ). Drilling aimed to test ground gravity surveying conducted previously.

Four drill holes were completed on E28/2096 and intersected up to 97m of Tertiary palaeochannel sediments. Well‐developed lignites and carbonaceous sandstones were encountered by two drill holes on the margins East Arm Palaeochannel but only minor anomalous gamma was encountered.

Zeus will possibly relinquish this tenement in the next financial period pending further review of data and results by the board.

E28/2097

Eight drill holes were completed on E28/2097 and intersected a narrow tributary palaeochannel, steeply incised into underlying Permian sediments. Tertiary lignites and palaeochannel sandstones were well‐developed within the channel, with up to 27m of lignite intersected ( Figure 10 ). A broad zone of lignite‐hosted uranium mineralisation, similar in style to the Mulga Rocks Uranium Deposits, occurred at the RedOx boundary developed at the top of the lignite horizon at ~30‐35m depth.

Historical drilling within the vicinity suggests the mineralised zone ranges from 1‐5m thick (av.2‐3m thick). Assay results from the mineralised zones within Zeus’ drill holes ( Table 5 ) confirmed the presence of this mineralised zone with the following average grades:

NAR0183m@ 209ppm U3O8 36‐39m NAR0193m@ 218ppm U3O8 32‐35m

Sample #	Drill hole	Depth From	Depth To	*U3O8* *(ppm)*	*Average* *(ppm)*
48625	NAR018	36	37	*201.18*	*209.37*
48626	NAR018	37	38	*200.25*
48627	NAR018	38	39	*226.67*
48628	NAR018	39	40	*73.11*
48629	NAR018	40	41	*65.71*

48636	NAR019	32	33	*206.83*	*218.01*
48637	NAR019	33	34	*237.93*
48638	NAR019	34	35	*209.26*
Table 5. E28/2097 Mineralised intervals.

Zeus’ drilling indicated that anomalous gamma and uranium mineralisation occurs over a length of ~4km ( Figure 10 ) within the channel with this zone remaining open to both the S/SE (upstream) and the W/NW (downstream) towards Manhattan Resources “The Shelf” Uranium occurrence ( Figure 9 ).

Zeus considers the E28/2097 to have the potential to contain a small uranium resource. Further drilling is planned for this tenement.

Zeus Resources Limited

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

27m of Lignite
3m@ 209ppm
Mineralisation U3O8 (36‐39m)
Open
3m@ 218ppm
U3O8 (32‐35m)
Anomalous
Gamma (34‐35.5m)
Mineralisation
Open
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Figure 10. E28/2097 SRTM image showing Zeus drill holes and interpreted palaeochannel.

Zeus Resources Limited

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Gascoyne Project

A. Red Rock (E52/2122)

Field work and rock chip sampling at Red Rock indicated that radiometric anomalism is attributed primarily to a high Potassium and Thorium content, along with minor Uranium mineralisation. This weakly anomalous geochemistry, coupled with massive nature and excellent exposure of the Red Rock batholith satisfactorily accounts for the strong airborne radiometric response.

Field work determined that the massive, undeformed nature of the Red Rock batholith indicated that shear‐hosted uranium/gold mineralisation, similar to occurrences within the Despair Granite to the east of the tenement, were unlikely to within the Discretion Granite on the Red Rock tenement. Furthermore, Despair Granite style mineralisation is not likely to contain sufficiently high uranium grades to warrant further exploration.

Zeus will possibly relinquish the E52/2122 tenement in the next financial period pending further review of data and results by the board

B. Mortimer Hills (E09/1618)

Work on the Mortimer Hills tenement comprised extensive field mapping, ground radiometric surveying and rock chip sampling to investigate numerous potential targets within the tenement. Prospect locations and names are shown in Figure 11 .

In addition to prospects reported previously, fieldwork defined two other prospective styles of mineralisation:

Iron‐Oxide hosted Uranium mineralisation.
Base Metal (Pb/Zn) Mineralisation.

1. Iron‐Oxide hosted Uranium mineralisation.

Radio metrically anomalous Iron‐Oxide breccias were noted at several outcrops within the E09/1618 tenement. Mapping defined two main prospects at Mummil Well and Mummil Pool.

Mineralisation at the Mummil Well Prospect ( Figure 12 ) is hosted by ironstone / ferruginous breccia developed at the contact between para‐gneiss and pegmatitic granite. Radiometric anomalism averaged 2,000‐3,000cps with hotspots up to 6,500cps. Handheld RS‐125 Super‐Spec gamma‐ray spectrometer assays returned up to 522ppm U whilst rock chip samples taken for confirmatory geochemical assay returned between results 125.2ppm U3O8and 511.0ppm U3O8.

Mineralisation at the Mummil Pool Prospect ( Figure 13 ) was hosted by a silicified iron‐oxide breccia. Radiometric anomalism averaged 900‐1,200cps with localised hotspots up to 4,300 cps at surface. Handheld RS‐125 Super‐Spec gamma‐ray spectrometer assays returned up to 290ppm U whilst rock chip samples taken for confirmatory geochemical assay returned results between 125.2ppm U3O8 and 587.6ppm U3O8.

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Figure 11. Gascoyne Project tenement map showing regional geology and prospects. Note the new tenement application (E09/2147) over the Reid Well Prospect.

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Figure 12. Iron‐oxide breccia developed at Mummil Well Prospect with associated anomalous radioactivity up to 6,500cps. Sample# 48,355‐ 511ppm U3O8

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Sample# 48,401 =
587ppm U3O8
Sample# 48,403 =
277ppm U3O8
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Figure 13. Radioactively anomalous iron‐oxide breccia at Mummil Pool Prospect.

Zeus Resources Limited

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2. Base Metal (Pb/Zn) Mineralisation.

Historical exploration data indicated the potential for base metal mineralisation at the Dingo Well Prospect ( Figure 11 ), located at the unconformity at the base of the early Proterozoic Bangemall Group within the Ti‐Tree Syncline. Field mapping indicated that ironstone gossans are extensively developed along this contact where they are associated with extensive alteration ( Figure 14 ).

Mapping indicated abundant alteration and ironstone development along the ~20km of exposed strike extent of this contact with common radiometric hot‐spot anomalies (e.g. AGIP Yards Prospect, Figure 11 ), associated with zones of uranium enrichment. Rock chip samples from these ironstone gossans returned assay results of 50‐58% Fe and up to 178ppm U3O8.

Mapping along strike within vacant ground 1.7km north of Zeus’ E09/1918 tenement boundary discovered a 2‐3m thick bed of exhalative barite within Bangemall Group Sediments at the Reid Well Prospect, containing prominent green malachite and black chalcocite mineralisation ( Figure 15 ). Assay results from this area returned up to 13.4% Cu, 2.95%Pb & 128ppm Ag. A new tenement application has (E09/2147, Table 1 ) been lodged covering this ground.

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Figure 14. Ironstone gossan developed at basal contact of Bangemall Group. A bleached alteration zone (by car) separates the ironstone from unaltered metasediments outcropping in the hillside.

Zeus Resources Limited

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Figure 15. Malachite& chalcocite mineralisation within barite lens outcropping at Reid Well Prospect. Sample #48,400: 13.4% Cu, 2.95% Pb & 128ppm Ag.

North Musgrave Project

Work during the year comprised desktop studies of available geological data and ongoing negotiations with native title holders to facilitate access.

Due to difficulties in negotiating an access agreement Zeus has determined that the prospectivity of the tenement does not warrant any further work. A decision as to whether to relinquish this tenement will be made dependent on further board consideration and consultation with our legal representatives.

Zeus Resources Limited

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Competent Person Statement:

Information in this report that relates to Exploration Results is based on information compiled by Mr Jonathan Higgins, who is a Member of the Australian Institute of Mining and Metallurgy (AusIMM). Mr Higgins is a full-time employee of Zeus Resources Limited. Mr Higgins has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Higgins consents to the inclusion in this release of the matters based on his information in the form and context in which it appears.

Zeus Resources Limited

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JORC Code, 2012 Edition – Table 1 Report

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC 2012 Code Explanation	Commentary
Sampling techniques	 Nature and quality of sampling (eg cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	 Wiluna drill holes were downhole gamma logged by BoreHole Geophysical Services (BHGS) utilising a calibrated 33mm Auslogger natural gamma probe.  Narnoo drill holes at were down hole gamma logged by a contractor provided by Vimy Resources Ltd utilising a calibrated 33mm Auslogger natural gamma probe within the drill rods.  Logging was conducted through the drill rods and wherever possible in the open hole.  Downhole gamma data was collected at 1cm using a logging speed of 2m per minute.  Downhole gamma results have not been reported and were used to select intervals for conventional geochemical assays.  Sample intervals for conventional geochemical assay at 1m intervals were selected on the basis of downhole gamma logging results.
	 Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	 Bore‐Hole Geophysical Services (BHGS) and Vimy Resources Ltd provided a calibrated 33mm Auslogger natural gamma probe.  Probe calibration was conducted at the AMDEL test pits in Adelaide.  Calibration data has provided to Zeus by BHGS.
	 Aspects of the determination of mineralisation that are Material to the Public Report.	 N/A
Drilling techniques	 Drill type (eg core, reverse circulation, open‐hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face‐ sampling bit or other type, whether core is oriented and if so, by what method, etc).	 Wiluna drilling was conducted using a Challenger R/A 150 aircore drilling rig supplied by Challenge Drilling.  Vertical holes were drilled through Tertiary palaeochannel sediments until crystalline basement was intersected.  Narnoo drilling was conducted using a DRILLBOSS 200 aircore drilling rig supplied by Bostech Drilling.  Vertical drillholes were drilled through Tertiary palaeochannel sediments until economic basement was reached.  Economic basement comprised Permian claystones or Proterozoic metamorphic rocks.

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Drill sample recovery	 Method of recording and assessing core and chip sample recoveries and results assessed.	 All drill cuttings were collected at 1m intervals from the drill‐rig cyclone in sample bags (amounting to 20‐30kg of sample per metre).
	 Measures taken to maximise sample recovery and ensure representative nature of the samples.	 Entire sample intervals drill cuttings were collected at 1m intervals from the drill‐rig cyclone in sample bags (amounting to 20‐30kg of sample per metre).
	 Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	 Sample loss does not affect qualitative downhole gamma logging data of sediments in situ.  All drill cuttings were collected and bagged for each 1m sample interval.
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	 All aircore cuttings were geologically logged in detail at 1m intervals.  Assay intervals were selected on the basis of downhole gamma logging results.  Cuttings samples were then checked on site using a hand held RS125 Super Spectrometer.  Radiometrically anomalous sample intervals were submitted for assay.
	 Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	 Representative qualitative cuttings samples were collected in chip trays with a reference photography being taken to record colour and redox state.
	 The total length and percentage of the relevant intersections logged.	 All aircore cuttings were geologically logged in detail and the entire drillhole was downhole gamma logged within the drill rods.  Wherever possible, logging was also conducted, in the open hole using downhole gamma, conductivity and density.
Sub‐sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.	 N/A
	 If non‐core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	 Samples were collected by spearing of wet and dry samples. Tertiary sediments were generally dry but unconsolidated sand intervals tended to contain water.
	 For all sample types, the nature, quality and appropriateness of the samplepreparation technique.	 N/A
	 Quality control procedures adopted for all sub‐sampling stages to maximise representivity of samples.	 N/A
	 Measures taken to ensure that the sampling is representative of the in situ material collected, including	 Samples were collected from bags by multiple spearings from different angles within the sample bags.

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	for instance results for field duplicate/second‐half sampling.
	 Whether sample sizes are appropriate to the grain size of the material being sampled.	 Sample sizes are appropriate for the grainsize of the material.
Quality of assay data and laboratory tests	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	 Drill samples, including Zeus standards and field duplicates, were submitted to ALS or Intertek/Genalysis analytical laboratories in Kalgoorlie for standard multi‐element assay.  ALS Laboratory Assay techniques comprised : `o` Assay Code ME‐MS61u‐ Four‐acid digest including Hydrofluoric, Nitric, Perchloric and Hydrochloric acids in Teflon Tubes. Analysed by Inductively Coupled Plasma Mass Spectrometry (ICP‐MS) `o` Assay Code Au‐OG43– 25g nominal sample weight assayed for Au by aqua regia extraction with standard multi‐ element analysis (as per ME‐MS61u) ICP‐MS finish.  Intertek/Genalysis Assay techniques comprised : `o` 4A/MS‐ Four‐acid digest including Hydrofluoric, Nitric, Perchloric and Hydrochloric acids in Teflon Tubes. Analysed by Inductively Coupled Plasma Mass Spectrometry (ICP‐MS). `o` 4A/OE‐ Four‐acid digest including Hydrofluoric, Nitric, Perchloric and Hydrochloric acids in Teflon Tubes. Analysed by Inductively Coupled Plasma Optical (Atomic) Emission Spectrometry (ICP‐OES).  Appropriate QA/QC procedures including the use of sample blanks, repeats and standards were applied by the laboratory.
	 For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.	 Cuttings sample radiometrics were individually analysed using hand held self‐calibrating RS‐ 125 Spectrometer containinga 6.3 cubic inch Sodium Iodide (NaI) crystal.  Downhole logging was conducted using an AusLogger 33mm slimline gamma probe.  Gamma probe response is checked daily using a Thorium‐232 reference source.  Probe calibration was conducted at the AMDEL test pits in Adelaide.  Calibration data has provided to Zeus by BHGS.  Calibration factors were not applied as qualitative downholegamma logs were used

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		to select intervals for conventional geochemical assay.
	 Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	 Selected sample intervals were submitted to ALS or Intertek/Genalysis analytical laboratories in Kalgoorlie for conventional assay.  Reference standards and blank samples were inserted at 1 in 20 ratio.  An additional 5% of Samples were check assayed by the laboratory with laboratory blanks and standards each inserted at 1 in 20 ratio.
Verification of sampling and assaying	 The verification of significant intersections by either independent or alternative company personnel.	 All drill results are checked by a senior Zeus employee who has experience with uranium deposits; no independent checks were completed on these data.
	 The use of twinned holes.	 N/A
	 Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	 Primary assay data (including assay certificates) is stored electronically as either ‘.csv’ or ‘.pdf’ or Wellcad files on the Zeus server in both Zeus' Sydney and Perth offices.  Assay data has been verified by senior Zeus personnel.  Zeus' database and server is backed up regularly.
	 Discuss any adjustment to assay data.	 Assay results have not been received at the time of writing.
Location of data points	 Accuracy and quality of surveys used to locate drill holes (collar and down‐hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	 Sample locations were recorded using handheld GPS.  Elevations is derived from a digital elevation model covering the tenement area.  Drilling comprised initial scout exploration drilling. No down‐hole surveys were completed since all holes were drilled vertically and the shallow hole depths relative to wide drill spacing would have a negligible on any mineralised intercepts.
	 Specification of the grid system used.	 The grid system used is GDA94, Zone 51.
	 Quality and adequacy of topographic control.	 The primary topographic control is from the Digital Elevation Mode which is sufficient given the generally flat‐lying nature of the landscape.
	 Data spacing for reporting of Exploration Results.	 Drillhole spacing is currently at a 1 to several km spacing. Drillhole traverses were oriented

Zeus Resources Limited

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Data spacing and distribution		along existing tracks orthogonal to interpreted palaeochannels.  Close‐spaced calcrete drillholes on E53/1247 were drilled at a 200m spacing across a surface radiometric anomaly associated with outcropping calcrete.
	 Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied	 Data spacing is not yet sufficient to establish any degree of geological and grade continuity.
	 Whether sample compositing has been applied.	 Within Tertiary sediments no sample compositing was applied with assay samples taken at 1m intervals.  Basement samples at Wiluna with potential to contain gold mineralisation were composited. Eight 3m composite samples were submitted for E53/1603.
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	 Drillholes were oriented vertically. Drillhole traverses were oriented along existing access tracks orthogonal to interpreted palaeochannel orientation.
	 If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	 Drillholes were not surveyed using a downhole orientation tool and cannot be incorporated in any future ore reserve calculations.  No sampling bias is evident in the orientation of the drill holes.

Section 2 Reporting of Exploration Results.

(Criteria in this section apply to all preceding sections.)

Criteria	JORC 2012 Code Explanation	Commentary
Mineral tenement and land tenure status	 Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.	 Zeus Resources holds 11 granted exploration tenements within the Wiluna and Narnoo Regions.  Zeus operates a further 6 granted exploration tenements within the Wiluna, Gascoyne and North Musgrave regions. Transfer of tenement ownership to 100% of tenement ownership to Zeus Resources Ltd is in progress at the time of writing.  Tenement details and status are outlined in Error! Reference source not found.

Zeus Resources Limited

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		 Drilling at the Wiluna Project was conducted on the E36/733,E36/735, E51/1247, E53/1601, E53/1602 and , E53/1603 tenements which are 100% owned by Zeus Resources Ltd.  Drilling at the Narnoo Project was conducted on the E28/206, E28/2097, E39/1401, E38/1683, and E39/1687 tenements which are 100% owned by Zeus Resources Ltd.
	 The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	 All tenements are in currently in good standing and no impediments to operating are currently known to exist.
Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	 Exploration efforts have been conducted following review of publically available historical exploration data from the WA Department of Mines & Petroleum "WAMEX" dataset.  Shallow drilling for surficial calcrete‐hosted uranium mineralisation has been conducted sporadically by several companies over Zeus’ Wiluna Project.  Tertiary palaeochannel sediments have previously been reported in waterbore records but the majority of waterbores targeted shallow aquifers.  Historical drilling focused almost exclusively on shallow calcrete‐hosted uranium mineralisation with >90% of historical drillholes <20m in depth.  Regional scale drilling was conducted by BP Minerals, Uranerz Australia Ltd and PNC Australia Ltd during the 1979‐1985 period with several exploration holes being sited on Zeus' tenements in the Narnoo Region. Additional drilling was undertaken by Oklo Uranium during the 2007‐2008 period at Narnoo South.
Geology	 Deposit type, geological setting and style of mineralisation.	Potential deposit types/mineralisation styles at the include:  Calcrete‐, Lignite‐ and Sandstone‐Hosted uranium mineralisation within Tertiary Palaeochannels systems.  The primary exploration target comprises sandstone‐hosted peneconcordant uranium mineralisation developed at the base of the Tertiary palaeochannels.

Zeus Resources Limited

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Drill hole Information	 A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` hole length.  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	 All drillholes are reported within the drillhole details Tables included in the report.
Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut‐off grades are usually Material and should be stated.	 A cut‐off grade of 200ppm (0.2% U3O8) has been used for mineralisation. Grades below this are referred to as anomalous U or gamma. Grades <50ppm U3O8 are not considered significant.  Drillhole assay results within mineralised zones at Narnoo South have been averaged over the width of the zone with individual metre grades reported.
	 Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.	 N/A
	 The assumptions used for any reporting of metal equivalent values should be clearly stated.	 Uranium values have been reported as U3O8 (ppm) derived from laboratory assay. No metal equivalent values have been reported.
Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.	 Uranium mineralisation widths as reported have been derived from samples of aircore drilling cuttings taken at 1m intervals. 
	 If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.	 Current indications of anomalous gamma intercepts at Wiluna are not sufficient to draw any conclusions about their geometry.  Uranium mineralisation at Narnoo is interpreted to be broadlytabular(peneconcordant)in style

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		but drill spacing is insufficient to determine further.
	 If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (eg ‘down hole length, true _width not known’). _	 Only downhole lengths are reported. These lengths are appropriate given the vertical orientation of the drillholes and the flat‐lying nature of the Tertiary sediments.
Diagrams	 Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	 Refer to drillhole location maps.
Balanced reporting	 Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	 As comprehensive reporting of all exploration results is not practicable, representative reporting of both low and high grades have been conducted.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	 Geological observations and geophysical survey results have been accurately reported.
Further work	 The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large‐scale step‐out drilling).	 Planned further work comprises further data review and exploration drilling.  Subsequent exploration work will be dependent upon assay results received.
	 Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	 Refer to drillhole location maps for current drilling areas.  Potential future drilling areas have not been included due to commercial sensitivity.

Zeus Resources Limited

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DIRECTORS’ REPORT

Your Directors present their report together with the financial statements of the Company for the financial year ended 30[th] June 2015.

Review of operations

During the past financial year, the Company still focused on both geological exploration of current tenements and new project acquisitions.

Regarding exploration, we undertook work on current tenements in varying degrees and prioritised our plan of works according to the potential of the tenements. The key drilling areas were in Wiluna and Narnoo.

A total of 27 air core drill holes for a total of 1,685m were completed on Zeus’ combined tenements within the Wiluna region during December 2014. Almost all drill holes intersected variably developed Tertiary palaeochannel sediments. The majority of Tertiary sediments intersected were lacustrine clays, however, palaeochannel sandstones potentially suitable for In Situ Recovery (ISR) were developed within the Kukububba (Lake Way) and Yeelirrie South Palaeochannels.

22 air core drill holes for a total of 1,801m were completed on the Narnoo North and South tenements during May-June 2015. 12 were completed on the Narnoo South tenements for a total of 733m. 10 drill holes were completed on the combined Narnoo North tenements for a total of 1,100m. 85 samples were submitted for geochemical analysis. 27 lignite samples were submitted for assay and the drilling target is sandstone-hosted uranium mineralisation. The drillings have checked the geological settings and exploration potential. It also provided evidence for optimal consolidation of tenements.

A ground prospect was carried out in Mortimer Hills to identify and register a new tenement with mineralisation potential.

Regarding the project acquisition, the main targets were uranium and other basic metals such as copper, gold, nickel and zinc. The location of projects are not limited within Australia and will more focus on MidAsia countries. As the market is still in a current downturn, the board believes it is a good opportunity to actively pursue project acquisitions. The Company will take initiatives to broaden information channels to get access to new and profitable projects in the market.

We also managed to reduce costs in a number of areas and stabilised cash outflows in order to maintain the Company’s liquidity. We strictly implemented regulations and policies to ensure the operations comply with the Company’s mission statement, strategy and organization culture.

Results of Operations

For the year ended 30th June 2015 the Company recorded a loss of $1,704,286 (2014: Loss $1,285,422).

Total exploration expenditure for the year was $1,004,095 (2014: $604,471) of which $928,685 was capitalised to exploration assets (2014: $450,601).

Significant changes in state of affairs

No significant changes were made to the structure and composition of board and management to 30[th] June 2015. However, Mr Chuanxi Ding submitted his resignation on 30[th] July 2015, this was accepted and approved by the board later. Mr Shouyin Wang was delegated by Zhengyuan

Zeus Resources Limited

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DIRECTORS’ REPORT

International Mining Company Limited (“ZIMC”) to be the new director and was elected as the chairman afterwards on the same day. Moreover, the consultant service contract with ACE Win that was related to Mr Yong Zhang concluded in February 2015.

Relinquishment of Tenements: The Company implemented drilling in Wiluna and Narnoo in December 2014 and May 2015 respectively. The relinquishment plans based on drilling results were developed and approved by the board. Currently, the reduction in Wiluna has been finished and the reduction in Narnoo is in progress. Moreover, North Musgrave (E69/2362) is also going to be relinquished due to unclear exploration potential, access issues and difficult heritage negotiations.
The board confirmed the development strategy and mission statement of Zeus Resources: the main target minerals will be uranium and other basic metals such as copper, gold and nickel. The Company will cooperate in various forms such as joint venture agreements.

Principal activities

The principal activity of the Company during the year was the exploration for uranium and other metal resources and the assessment of options for investment in multi-commodity mining assets.

No change in the principal activity occurred during this period.

Likely developments and expected results of operations

The Company intends to continue its exploration activities on its existing projects and to acquire further suitable projects for exploration as opportunities arise.

Directors

The Directors in office during the year and as at the date of this report are:

Mr. Chuanxi Ding Mr. Jiangang Zhao Mr. Gregory Clifton Hall Mr. Yong Zhang Mr. Shouyin Wang (Appointed 30 July 2015)

Directors have been in office since the start of the financial year (1 July 2014) to the date of this report unless otherwise stated.

Mr. Ding submitted his resignation from the position of director and chairman of the board meeting at 30th July 2015 meeting and this was accepted and approved by the board. Mr Wang was delegated by ZIMC as a Director and he was elected as the Chairman thereafter.

Zeus Resources Limited

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DIRECTORS’ REPORT

DIRECTORS’ PROFILES

Mr Chuanxi Ding – Chairperson (Resigned 30[th] July 2015)

B. Project Management (University of Science and Technology, Beijing) MBA (University of Peking)

From 1986 – 2003, Mr Ding worked at the Shandong Office of the China Metallurgical Geological Bureau where he rose to the position of Deputy General Manager. From 2003 – 2005, Mr Ding was a Director of the Investment Department of the China Metallurgical Geological Bureau in Beijing and from 2005- 2013 has been the Chairperson and Chief Executive Officer of Zhengyuan International Mining Company Limited.

Mr Shouyin Wang – Chairperson (Elected 30[th] July 2015)

BA Geology Institute of Hebei EMBA Xi'an University of Technology

From 1987-1997, Mr Wang worked at the Shandong Office of the China Metallurgical Geological Bureau and from 1997- 2012, he worked for Xinjiang Geological Prospecting Institute as Dean and President. He also acted as a Director, Deputy Manager and as CFO of ZIMC during this period. From 2012 to current, Mr Wang is acting as the director of Mining Development Department of the China Metallurgical Geological Bureau and has been the General Manager of ZIMC since May 2015.

Mr Yong Zhang - Non-Executive Director

B. Engineering (Shandong Construction College)

Mr Yong Zhang has had an extensive career in property development, real estate sales and investment. Mr Zhang has extensive property interests in China with over 1,600 employees. Mr Zhang was instrumental in securing the cornerstone investment in Zeus by China Metallurgical Geological Bureau, via its subsidiary Zhengyuan International Mining Company Limited.

Mr Gregory Clifton Hall - Non-Executive Director

B. App Sc. (University of New South Wales)

Mr Greg Hall is a seasoned geologist with over 35 years of international experience. From 1988-2005, he was employed by the Placer Dome group of companies, serving as Chief Geologist -World Wide during the last five years he was there. Placer Dome was acquired by Barrick Gold Corporation in early 2006.

Over the course of his illustrious career, Mr Hall had a senior role in the discoveries of both Barrick Gold's Granny Smith mine and Rio Tinto's Yandi iron ore mine. In addition, he took part in the discoveries of Keringal and Wallaby in Australia's Eastern Goldfields, as well as the definition of AngloGold Ashanti's Sunrise gold mine.

Zeus Resources Limited

DIRECTORS’ REPORT

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Mr Jiangang Zhao – Acting CEO and Director

BA Northwest A&F University

MA Research Institute for Fiscal Science

Mr Jiangang Zhao holds a Bachelor of Accounting, a Master of Finance and a Master of Accounting. Presently, Mr Zhao is the Deputy Chief Financial Officer in the Department of Finance of Zhengyuan International Mining Company Limited.

Company Secretary

Mr Whitten is an admitted solicitor with a specialty in Corporate Finance and Securities law and is a Solicitor Director of Whittens & McKeough Pty Ltd. Mr Whitten is currently the company secretary of a number of publicly listed companies. He has been involved in a number of corporate and investment transactions including IPOs on the ASX and NSX, croporate reconstructions, reverse mergers and takeovers.

Mr Whitten holds a Bachelor of Arts (Economics UNSW); Master of Laws and Legal Practice (Corporate Finance and Securities Law, UTS) and a Graduate Diploma in Applied Corporate Governance from the Institute and is an elected Associate of that institute. Mr Whitten is also a Public Notary.

Environmental Regulations

The Company is subject to significant environmental regulations under legislation of the Commonwealth of Australia. The Company aims to ensure that it complies with the identified regulatory requirements in each jurisdiction in which it operates.

The Company is aware of its responsibility to impact as little as possible on the environment and if and when there is any disturbance, to rehabilitate sites. During the period under review, all field and exploration work was carried out in Western Australia. The Company followed procedures and pursued objectives in line with guidelines published by the WA State Government and granting of exploration license application conditions.

These guidelines are quite detailed and encompass the impact on owners and land users, heritage, health and safety and proper restoration practices. The Company supports this approach and is confident that it properly monitors and adheres to these objectives and any local conditions applicable.

During the period ended 30th June 2015 there have been no known material breaches of the environmental obligations of the Company’s contracts or licenses. (2014: None).

Dividends

No dividends have been declared in respect of the year ended 30th June 2015 (2014: Nil)

Zeus Resources Limited

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DIRECTORS’ REPORT

Events subsequent to the end of the reporting period

Mr Chuanxi Ding resigned as director and chairman on 30th of July and the resignation was accepted and approved by the board. Mr Shouyin Wang was delegated by ZIMC as the new director and was elected as the chairman on the same day.

The applications of relinquishment for tenements E28/2096, E39/1401, E39/1687, E39 /1689, E69/2362 and part of E39/1683 were in progress post 30th June 2015.

Apart from these occurrences, the Directors are not aware of any matter or circumstance not otherwise dealt with in the report or in the financial statements that has significantly or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years.

Directors' interest

The Directors' beneficial interest in shares and options as at the date of this report are:

		Shares			Options
		Direct	Indirect	Total
	Mr Chuanxi Ding1	-	57,650,000	57,650,000	-
	Mr Jiangang Zhao2	-	57,650,000	57,650,000	-
	Mr Yong Zhang3	-	57,534,500	57,534,500	-
Mr GregoryClifton Hall4		10,000	10,000	20,000	-
Total		10,000	172,844,500	172,854,500	Nil

1.Mr Chuanxi Ding was a director controller of Zhengyuan International Mining Company Ltd, which holds the relevant interest in Zeus Resources. Shares held as a nominee director by Mr Ding subsequently transferred to Mr Wang upon his appointment on 30[th] July 2015

2.Mr Jiangang Zhao is a nominee director appointed to Zhengyuan International Mining Company Ltd and has power to exercise or control the exercise of the voting rights attached to the securities in Zeus Resources.

3.Mr Yong Zhang is a director of and controls Vast Honour Global Limited, which holds a direct relevant interest in Zeus Resources.

4.Mr Gregory Clifton Hall controls Omaroo Pty Ltd ATF Hall Family Trust that owns shares in Zeus.

Zeus Resources Limited

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED)

This report details the nature and amount of remuneration for each director of the Company and for the key Group executives receiving the highest remuneration.

Remuneration Policy

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

The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed and approved by the board. All executives receive remuneration based on factors such as length of service and experience.

The board reviews executive packages annually by reference to the Company’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The objective of this policy is to secure and retain the services of suitable individuals capable of contributing to the entity’s strategic objectives.

The remuneration framework the board established has three components:

Base pay and benefits, including superannuation,
Short-term performance incentives and bonuses,
Long-term incentives through issuances of share options.

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the board, based on individual and business unit performance, the overall performance of the entity and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the entity and provides additional value to the executive.

The short-term incentives ('STI') program is designed to align the targets of the business units with the targets of those executives responsible for meeting those targets. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management.

The long-term incentives ('LTI') program comprises of share-based payments. Shares are awarded to executives over a period of three years based on long-term incentive measures. These include increase in shareholders’ value relative to the entire market and the increase compared to the entity's direct competitors.

At issue date of this report there are no Key Management personnel receiving “STI” or “LTI” benefits.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability.

The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting.

Zeus Resources Limited

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DIRECTORS’ REPORT

At the AGM held on 30[th] October 2014 the following remuneration was approved:

Mr Chuanxi Ding – Chairperson $80,000 per annum Mr Jiangang Zhao - Director and Acting CEO $50,000 per annum Mr Yong Zhang – Non-Executive Director $50,000 per annum Mr Greg Hall – Non-Executive Director $50,000 per annum.

Voting and comments made at the company's 2014 Annual General Meeting ('AGM')

At the 2014 AGM, adoption of the remuneration report for the year ended 30 June 2014 was approved by poll. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

Additional Benefits

There are no additional benefits provided to Key Management Personnel as at the date of issue of this report.

Key Management Personnel (KMP) Payments & Benefits

Your directors, company secretary and key management personnel received the following payments / benefits for services for the year ended 30 June 2015 as indicated below:

Senior Officers	Short-term benefits	Short-term benefits	Post-Employment Benefits	Post-Employment Benefits	Long-term benefits ($)	Share option benefits	Share option benefits	Total
	Cash Salary and Fees ($)	Bonuses ($)	Super- annuation ($)	Termination payments ($)	Long service leave ($)	($)		($)
Andrew Whitten (Company Secretary)
2015 60,000 - -				-	-	-	60,000
2014 60,000 - -				-	-	-	60,000
John Higgins (Exploration Manager)
2015 191,534 - 18,196				12,858	-	-	222,588
2014 200,000 - 18,500				-	-	-	218,500
Peter Williamson (Former CEO)
2015 - - -				-	-	- -
20141 106,840 21,000 11,835					-	- 139,675
Total 2015 251,534 - 18,196				12,858	-	- 282,588
Total 2014 366,840 21,000 30,335				-	-	- 418,175

1 Employment terminated 22/11/2013.

Zeus Resources Limited

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DIRECTORS’ REPORT

Non-Executive Directors and Directors	Short-term benefits	Short-term benefits	Post-Employment Benefits	Post-Employment Benefits	Post-Employment Benefits	Long-term benefits ($)	Share option benefits	Total
	Cash Salary and Fees ($)	Bonuses ($)	Superannuation ($)		Termination payments ($)	Long service leave ($)	($)	($)
Gregory Clifton Hall (Non- Executive Director)1
2015 50,000 - - - - - 50,000
2014 50,000 - - - - - 50,000
Mr Chuanxi Ding (Chairperson)
20152 80,000 - - - - - 80,000
2014 46.667 - - - - - 46,667
Mr Jiangang Zhao (Acting CEO & Director)
2015 86,000 - - - - - 86,000
20143 53,167 - - - - - 53,167
Mr Yong Zhang (Non – Executive Director)
2015 50,000 - - - - - 50,000
20144 29,167 - - - - - 29,167
Dr Mike Etheridge (Former Deputy Chairperson & Acting CEO)
2015 - - - - - - -
20145 26,667 - 2,467 - - - 29,133
Total 2015 266,000 - - - - - 266,000
Total 2014 205,668 - 2,467				-		-	- 208,135

The total of remuneration paid to the KMP of the Company and the Company during the year are as follows:

	Year Ended Year Ended
	30-Jun-2015 30-Jun-2014
Short term employee benefits/Fees Post- employment benefits Total KMP compensations	$ $ 517,534 593,508 31,054 32,802
	548,588 626,310

1 Relates to payments of invoices to Golden Phoenix International Pty Ltd ATF Golden Phoenix International Unit Trust

2 Relates to invoices for director fees (Chair) paid to ZIMC (China) commencing from 1/12/2013.

3 Relates to invoices for director fees paid to ZIMC (China) commencing from 1/12/2013.

4 Relates to invoices for director fees paid to Heng Ji Pty Ltd commencing from 1/12/2013.

5 Resigned 31/10/2013.

Zeus Resources Limited

DIRECTORS’ REPORT

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Key Management Personnel Interests as at 30 June 2015 The number of ordinary shares held by each KMP of the Company at the end of the reporting period is as follows:

		Shares held	Shares held	Balance at	Received as part	Received as part	Additions Disposals	Additions Disposals	Balance at
				start of Year	of Remuneration				end of Year
Name	Direct		Indirect
Mr Chuanxi Ding1	-	57,650,000		57,650,000		-	-	-	57,650,000
Mr Jiangang Zhao2	-	57,650,000		57,650,000		-	-	-	57,650,000
Mr Yong Zhang3	-	57,534,500		57,534,500		-	-	-	57,534,500
Mr Andrew Whitten5	10,000	5,200,000		5,210,000		-	-	5,000,000	210,000
GregoryClifton Hall4	10,000		10,000	20,000		-	-	-	20,000
Total	20,000	178,044,500		178,064,500		-	-	5,000,000	173,064,500

Mr Chuanxi Ding was a director controller of Zhengyuan International Mining Company Ltd, which holds the relevant interest in Zeus Resources. Shares held as a nominee director by Mr Ding subsequently transferred to Mr Wang upon his appointment on 30[th] July 2015.
Mr Jiangang Zhao as a nominee director appointed to Zhengyuan International Mining Company Ltd and has power to exercise or control the exercise of the voting rights attached to the securities in Zeus.
Mr Zhang Yong is a director of and controls Vast Honour Global Limited, which holds a direct relevant interest in Zeus.
Mr Gregory Clifton Hall controls Omaroo Pty Ltd ATF Hall Family Trust that owns shares in Zeus.
Mr Andrew Whitten, the company secretary, controls Landrew Investments Pty Ltd, A & L Whitten Pty Ltd and is associated with Barbary Coast Ltd which also owns shares in Zeus.

Transactions with KMP

Transactions with key management personnel:

Through ownership:

Whittens & McKeough Pty Ltd (“Whittens”) is an entity related to the Company Secretary, Andrew Whitten. Whittens has provided professional and legal services to Zeus Resources Ltd in the past including the preparation of the prospectus and due diligence in listing Zeus Resources Ltd on the ASX. Andrew Whitten through his nominees is also a shareholder of Zeus Resources Ltd.

Other transactions with key management personnel and their related parties:

During the financial year, payments of $60,000 were made for secretarial services from Whittens & McKeough Pty Ltd in which Mr Andrew Whitten, company secretary, has interest. All transactions were made on normal commercial terms and conditions and at market rates on a monthly basis. As at 30 June 2015, there was nil owing to the Whittens & McKeough Pty Ltd. (2014: nil payable).

In addition, payments of $64,000 were made for consulting and advisory services in relation to potential investments, from Ace Win Ltd in which Mr Yong Zhang, Non-Executive Director, has interest. All transactions were made on normal commercial terms and conditions and at market rates. The agreement has been discharged as at February 2015 and has not been renewed. As at 30 June 2015, there was nil amount owing to Ace Win Ltd. (2014: $64,000).

(This is the end of the audited remuneration report).

Zeus Resources Limited

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DIRECTORS’ REPORT

Directors’ meetings

The number of directors’ meetings of Zeus Resources Limited (including by way of circular resolution) held during the year ended the 30[th] June 2015 and the numbers of meetings attended by each director are as follows:

Director	Directors'	Meetings
	Eligible to attend	Attended
Mr Gregory Clifton Hall	3	2
Mr Chuanxi Ding	3	3
Mr Jiangang Zhao	3	3
Mr Yong Zhang	3	2

Indemnity and insurance of officers

During the financial period the Company paid premiums to insure all directors and officers of the Company against claims brought against the individual while performing services for the Company and against expenses relating thereto, other than conduct involving a willful breach of duty in relation to the Company.

The amount of insurance premium paid has not been disclosed as it would breach the confidentiality clause in the insurance policy. The Company has indemnified directors to the extent possible under the Corporations Act against any liabilities incurred by the person as an officer of the Company. The Company has not indemnified the auditor.

Indemnity and insurance of auditors

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related company.

Non-audit services

Our appointed auditors, William Buck, did not provide any non-audit services during the year ended 30[th] June 2015 (2014: Nil).

Proceedings on behalf of The Company

No person has applied to the Court for leave to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of The Company for all or any of those proceedings. The Company was not a party to any such proceedings during the year.

Zeus Resources Limited

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DIRECTORS’ REPORT

Auditor independence declaration

The lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30th June 2015 has been received and can be found on page 47 of this annual report.

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

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Mr. Jiangang Zhao Director and Acting CEO Dated this 29[th] day of September 2015

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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF ZEUS RESOURCES LIMITED

I declare that, to the best of my knowledge and belief during the year ended 30 June 2015 there have been:

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

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William Buck Chartered Accountants

ABN 16 021 300 521

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L. E. Tutt

Partner Dated this 29[th] day of September, 2015

CHARTERED ACCOUNTANTS & ADVISORS Sydney Ofice Level 29, 66 Goulburn Street Sydney NSW 2000 Telephone: +61 2 8263 4000

Parramatta Ofice Level 7, 3 Horwood Place Parramatta NSW 2150 PO Box 19 Parramatta NSW 2124 Telephone: +61 2 8836 1500 williambuck.com

William Buck is an association of independent firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation other than for acts or omissions of financial services licensees.

Zeus Resources Limited

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

	Year ended	Year ended
Notes	30-Jun-15	30-Jun-14
	$	$
Revenue from ordinary activities	178,329	219,522

Less expenses:
Corporate and administration costs
Accounting and audit Fees	71,983	120,264
Company secretarial and compliance	66,913	64,420
Computers and communications	41,978	29,769
Directors' fees and expenses	358,539	359,968
Employee salaries and benefits	156,699	249,349
Finance costs	98	10
Insurance	18,686	4,789
Legal and consultants' fees	31,185	72,426
Rent and utilities	276,074	171,075
Share registry maintenance and listing fees	49,339	28,771
Exploration and evaluation costs
Project expenditure	75,410	244,418
Impairment	679,663	96,079
Business development
Employee salaries and benefits	16,550	41,740
Travel and accommodation	13,204	24,209
Other expenses from ordinary activities
Depreciation	22,372	27,192
Other expenses	3,922	7,897
Share option expense	-	(37,432)
Total Expenses	1,882,615	1,504,944

Loss before income tax 2	(1,704,286)	(1,285,422)
Income tax expense 2	-	-
Loss for theyear attributable to the Company	(1,704,286)	(1,285,422)

Other comprehensive income	-	-

Total comprehensive loss for the year attributable to the Company	(1,704,286)	(1,285,422)

Earnings per share
Basic - per share	(0.009)	(0.007)
Diluted - per share	(0.009)	(0.007)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. The current year results are for the single entity Zeus Resources Limited. Previous year results reflected the consolidated entity of Zeus Resources Limited and Controlled Entities.

Zeus Resources Limited

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STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

	As at	As at 30-Jun-14 $ 6,604,789 48,446 6,653,235 1,861,461 79,309 1,940,770 8,594,005 322,422 322,422 322,422 8,271,583
Notes	30-Jun-15
CURRENT ASSETS	$
Cash and cash equivalents 3	4,707,554
Other assets 4	48,576
TOTAL CURRENT ASSETS	4,756,130

NON-CURRENT ASSETS
Exploration and evaluation assets 5	1,978,665
Property, plant and equipment 6	62,025
TOTAL NON-CURRENT ASSETS	2,040,690

TOTAL ASSETS	6,796,820


CURRENT LIABILITIES
Trade and otherpayables 7	229,523
TOTAL CURRENT LIABILITIES	229,523

TOTAL LIABILITIES	229,523

NET ASSETS	6,567,297


EQUITY
Contributed equity 8	17,398,334	17,398,334
Share option reserve 9	247,500	247,500
Accumulated losses 10	(11,078,537)	(9,374,251)
TOTAL EQUITY	6,567,297	8,271,583

The above statement of financial position should be read in conjunction with the accompanying notes. The current year results are for the single entity Zeus Resources Limited. Previous year results reflected the consolidated entity of Zeus Resources Limited and Controlled Entities.

Zeus Resources Limited

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

	Contributed	Share option	Accumulated	Total
	Equity	Reserve	Losses	($)
	($)	($)	($)
Balance at 1 July 2013 Loss for the year Balance at 30 June 2014 Balance at 1 July 2014 Loss for the year Balance at 30 June 2015	17,398,334 -	247,500 (8,088,829) 9,557,005 - (1,285,422) (1,285,422)
	17,398,334	247,500 (9,374,251) 8,271,583
	17,398,334 -	247,500 (9,374,251) 8,271,583 - (1,704,286) (1,704,286)
	17,398,334	247,500 (11,078,537) 6,567,297

The above statement of changes in equity should be read in conjunction with the accompanying notes. The current year results are for the single entity Zeus Resources Limited. Previous year results reflected the consolidated entity of Zeus Resources Limited and Controlled Entities.

Zeus Resources Limited

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

	Year ended	Year ended
Notes	30-Jun-2015	30-Jun-2014
CASH FLOW FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments for taxes Interest received Interest paid Net cash used in Operating Activities 11 CASH FLOW FROM INVESTING ACTIVITIES Payments for purchase of tenements Payments for exploration and evaluation Payments for plant and equipment Net cash used in Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from share issues Net cash provided by financing activities Net (decrease) / increase in cash and cash equivalents held Cash at beginning of financial year Cash and Cash Equivalents at end of financial year 11	$ (1,228,705) (3,728) 214,523 (98) (1,018,009) - (874,139) (5,087) (879,226) - - (1,897,235) 6,604,789 4,707,554	$ (1,438,458) (3,362) 171,076 (10)
		(1,270,755) (82,346) (694,479) (37,584)
		(814,409) -
		- (2,085,164) 8,689,955
		6,604,789

The above statement of cash flow should be read in conjunction with the accompanying notes. The current year results are for the single entity Zeus Resources Limited Previous year results reflected the consolidated entity of Zeus Resources Limited and Controlled Entities.

Zeus Resources Limited

NOTES TO THE FINANCIAL REPORTS

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NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements have been approved by the board on the date of signing.

The principal activity of the Company during the year was the exploration for uranium and other base metals.

A. Basis of accounting

This general purpose financial report has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and Interpretations issued by the Accounting Standards board.

(i) Compliance with IFRS:

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

(ii) Historical Cost Convention:

These financial reports are prepared under the historical cost convention.

(iii) Critical Accounting Estimates:

The presentation of financial statements requires the use certain critical accounting estimates. The Company also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a high degree or judgement or complexity or areas where assumptions and estimates are significant to the financial statements is disclosed later. See part I.

(iv) Foreign currency transactions and balances:

Items included in the financial statements are measured using Australian Dollars (functional currency of Zeus Resources Ltd). Financial statements of the entity are presented in the functional currency of Zeus Resources Ltd as the parent entity. Foreign currency transactions have been translated in the functional currency using exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive income, except where they are deferred in equity as a qualifying cash flow or net investment hedge.

Changes in Accounting Policies

The Company has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to their operations and effective for the current year. The adoption of these standards and interpretations did not have any significant impact on the financial performance or position of the Company.

B. Management Plan

The Company has incurred an accumulated net loss after tax of $1,704,286 to the year ended 30 June 2015. Net cash used in operating activities during the year was $1,897,235 (Year Ended June 2014: $2,085,164). The directors have prepared cash flow projections to September 2016 that support the ability of the Company to continue as a going concern. The Company had $4,414,000 cash as at 11[th] September 2015 and therefore the continued operation of the Company is not inherently dependent upon raising further capital or acquire debt instruments to fund its current exploration programme for a period of at least 12 months from the date of this report.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

C. Principles of Consolidation

The financial statements incorporate the assets and liabilities of all subsidiaries of Zeus Resources Ltd as at 30[th] June 2014 and the results of all subsidiaries for the year then ended. For the 2015 reporting period and future reporting periods the Company will no longer be presenting consolidated financial statements as it is no longer part of a group of companies or holds any interest in any other company or subsidiary. Hence the current year values in this report are for the single entity Zeus Resources Limited.

D. Income tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted at the end of the reporting period.

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

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

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

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

E. Financial instruments

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less.

Payables

Payables represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are generally settled between 7 days and 90 days terms.

F. Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an the Company will be required to settle the obligation and a reliable estimate can be made of the amount.. If the effect of time value of money is material, provisions are discounted at a rate that reflects the risks specific to the liability.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

G. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

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

H. Exploration and evaluation expenditure policy

Exploration and evaluation expenditure comprises costs that are directly attributable to:

researching and analysing existing exploration data;
conducting geological studies, exploratory drilling and sampling;
the construction of access roads where necessary for exploration drilling;
examining and testing extraction and treatment methods; and
compiling pre-feasibility and feasibility studies.

Exploration and evaluation expenditure also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects.

Capitalisation of exploration expenditure commences when there is a reasonable level of confidence in the project’s viability and hence it is probable that future economic benefits will flow to the Company. Capitalised exploration expenditure is reviewed for impairment at the end of the reporting period. Subsequent recovery of the resulting carrying value depends on successful development of the area of interest or sale of the project. If a project does not prove viable, all unrecoverable costs associated with the project and the related impairment provisions are written off.

Undeveloped properties are mineral concessions where the intention is to develop and go into production in due course. The carrying values of assets are reviewed annually by management and the results of these reviews are reported to the Board and is assessed based on a status report regarding Zeus Resources intentions for development of the undeveloped property. Reviews are performed using the fair value less cost to sell method.

I. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Recovery of deferred tax assets

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

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

Exploration and evaluation costs

Exploration and evaluation costs have been capitalised on the basis that the Company will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

J. Revenue Recognition

(i) Interest earned

Income from interest earned on investments is recognised on a time proportion using the effective interest rate method.

(ii) Net gains on disposal of assets, which is recognised as at the date the control of the asset passes from the company.

K. Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in the equity division of the statement of financial position as a deduction net of any tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of acquisition as part of the purchase consideration and are expensed as incurred.

L. Property, plant and equipment

(i) Acquisition

Items of property, plant and equipment are recorded at historical cost and, are depreciated as outlined below. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the period in which they are incurred.

(ii) Depreciation and amortisation

The following indicates the depreciation method for plant and equipment on which the depreciation charges are based:

‐ straight-line basis over their useful operating life

Plant and equipment other than computers – five years
Plant and equipment - computers – three years
Furniture & fittings – ten years
Leasehold Improvements – term of lease.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

(iii) Leases

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of profit or loss and other comprehensive income on a straight-line basis over the period of the lease. Lease improvements are amortised over the shorter of the lease term and useful life of the asset.

M. Earnings per share

(i) Basic earnings per share

Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

N. Impairment of Non-Financial Assets

At the end of each reporting period, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in uses, is compared to the asset’s carrying value. 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 risk specific to the asset for which the estimates of future cash flows have not been adjusted.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit and loss and other comprehensive income. Impairment testing is performed annually for goodwill and other intangible assets not yet available for use. Where it is not possible to estimate the recoverable amount of an individual asset the Company estimates the recoverable amount of the cashgenerating unit to which the asset belongs.

O. Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

The liability for annual leave and long service leave not expected to be settled wholly within 12 months of the reporting date, when it arises, will be recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

P. Share based payments - Options

Options issues are contracts through which Zeus gives the beneficiary the right, but not the obligation, to buy a specified number of shares at a predetermined price within a set time period. The Company may issue options as equity settled payment transactions in relation to employ benefits or for the acquisition of assets. Shares acquired by a beneficiary through options issues will have the same rights as ordinary shares issued in the Company.

The cost of equity-settled transactions in the form of options will be recognised in the Statement of Profit or Loss and Other Comprehensive Income (or Statement of Financial Position if issued for capital purchases), together with a corresponding increase in the share option reserve. However, where the options have vesting conditions attached the cost of the transaction is amortised over the vesting period.

Q. Accounting Standards and Interpretations early adoption

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2015. The Company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, are set out below.

New Accounting Standards for application in future periods

The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods and which the Company has decided not to early adopt. A discussion of those future requirements and their impact on the Company is as follows:

AASB 9 Financial Instruments (December 2014) and AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) (applicable for annual reporting periods commencing on or after 1 January 2018)

AASB 9 includes requirements for the classification and measurement of financial assets, the accounting requirements for financial liabilities, impairment testing requirements and hedge accounting requirements.

The changes made to accounting requirements by these standards include:

simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value and an allowance for debt instruments to be carried at fair value through other comprehensive income in certain circumstances
simplifying the requirements for embedded derivatives
allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument
financial assets will need to be reclassified where there is a change in an entity’s business model as they are initially classified based on (a) the objective of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows
amending the rules for financial liabilities that the entity elects to measure at fair value, requiring changes in fair value attributed to the entity’s won credit risk to be presented in other comprehensive income
introducing new general hedge accounting requirements intended to more closely align hedge accounting with risk management activities as well as the addition of new disclosure requirements
requirements for impairment of financial assets

The company has not yet assessed the impact of this standard.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations (applicable for annual reporting periods commencing on or after 1 January 2016)

This standard amends AASB 11 to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. The amendments require the acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the principles in AASB 3 and other Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11 in accounting for the acquisition. AASB 2014-3 also requires disclosure of the information required by AASB 3 and other Australian Accounting Standards for business combinations.

These amendments not expected to impact the company and will be incorporated into any future relevant transactions involving investments or joint ventures.

AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation (applicable for annual reporting periods commencing on or after 1 January 2016)

This standard amends AASB 116 and AASB 138 to establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset and to clarify that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate. The standard also clarifies that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.

These amendments are not expected to impact the company as revenue-based calculations have not been used historical and are not predicted to be used in the future.

 AASB 2014-9 Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements (applicable for annual reporting periods commencing on or after 1 January 2016)

This standard will allow entities to use the equity method to account for its interest in subsidiaries, joint ventures and associates in separate financial statements and makes editorial corrections to AASB 127.

These amendments is not expected to impact the company and will be implemented should any interest in a subsidiary arise.

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (applicable for annual reporting periods commencing on or after 1 January 2016)

The amendments address an acknowledged inconsistency between the requirements in AASB 10 and those in AASB 128 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture.

The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

These amendments not expected to impact the company and will be incorporated into any future relevant transactions involving investments or joint ventures.

AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012–2014 Cycle [AASB 1, AASB 2, AASB 3, AASB 5, AASB 7, AASB 11, AASB 110, AASB 119, AASB 121, AASB 133, AASB 134, AASB 137 & AASB 140] (applicable for annual reporting periods commencing on or after 1 January 2016)

This Standard makes various amendments to Accounting Standards as part of the International Accounting Standards Board (IASB) International Financial Reporting Standards (IFRSs) Annual Improvements to IFRSs 2012–2014 Cycle including:

IFRS 5 – reclassification from held for sale to held for distribution to owners or from held for distribution to owners to held for sale is considered to the continuation of the original plan of disposal;
IFRS 7 – adds basis of conclusion to clarify disclosure requirements for transferred financial assets and offsetting arrangements;
IAS 19 – confirms that high quality corporate bonds or national government bonds used to determine discount rates must be in the same currency as the benefits paid to the employee; and
IAS 34 – clarifies information about cross references in the interim financial report.

These amendments are not expected to impact the Company.

AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 (applicable for annual reporting periods commencing on or after 1 January 2016)

The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports

These amendments are not expected to impact the Company.

AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality (applicable for annual reporting periods commencing on or after 1 July 2015)

This Standard completes the withdrawal of references to AASB 1031 in all Australian Accounting Standards and Interpretations, allowing that Standard to effectively be withdrawn.

These amendments are not expected to impact the Company.

The Company does not anticipate early adoption of any of the above Australian Accounting Standards or Interpretations.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTE 2: LOSS BEFORE INCOME TAX EXPENSE
	30-Jun-15	30-Jun-14
(a) Income Tax Benefit/(Expense) Current Income Tax Current Income tax benefit/(expense) (b) Deferred income tax Deferred tax assets not brought to account (gross) Tax losses Temporary differences Total deferred tax assets not brought to account (c) Amounts Charged or Credited Directly to Equity Share Issue Costs Share based payments expense Total deferred tax assets Charged or Credited Directly to Equity (d) Numerical Reconciliation of Income Tax Benefit to Prima Facie Tax Payable Loss Before Income Tax Prima facie income tax credit on loss at 30% (2014: 30%) Tax effect of: ‐Non allowable expenditure for tax purposes ‐Provisions and prepayments brought to account Current year tax losses not brought to account	$ - (2,571,146) (679,627) - (3,250,773) (122,375) (122,375) (1,704,286) (511,286) 1,938 (47,904) (557,252)	$
		-
		(2,062,156) (508,690) -
		(2,571,146)
		(122,375) (11,230)
		(133,605)
		(385,627) (385,627) 10,542 -
		(375,085)

The tax losses and deferred tax assets do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not yet probable that future taxable profit will be available against which the Company can utilise the benefits. The benefit of these tax losses will only be obtained if:

The Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised.
The company continues to comply with the conditions for deductibility imposed by tax legislation; and
No changes in tax legislation adversely affects the Company realising the benefit from the deductions for the losses.

NOTE 3: CASH AND CASH EQUIVALENTS
	30-Jun-2015	30-Jun-2014
Cash Transaction Account Cash Management Account Term deposits 30-90 days Cash on hand Total See also Note 12 “Cash Flow”	$ 22,887 320,133 4,363,034 1,500 4,707,554	$ 14,390 475,892 6,113,007 1,500
		6,604,789

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTES TO THE FINANCIAL REPORTS
NOTE 4: OTHER ASSETS Current Prepaid insurance Interest receivable GST receivable Total current Total Non-current Total Other assets	30-Jun-2015
		30-Jun-2014
	$ 17,842 12,251 18,483 48,576 - 48,576	$ - 48,446 -
		48,446
		-
		48,446

NOTE 5: EXPLORATION AND EVALUATION ASSETS – NON- CURRENT	30-June-2015	30-June-2014
Area of Interest: Wiluna (Lakes Way and Yeelirrie) Opening Balance Capitalised Costs Reallocated base costs to North Musgrave project1 Impairment Closing Balance Gascoyne (Red Rock and Mortimer Hills) Opening Balance Capitalised Costs Impairment Closing Balance North Musgrave Opening Balance Capitalised Costs Reallocated base costs from Wiluna project1 Impairment Closing Balance Narnoo (North and South) Opening Balance Capitalised Costs Impairment Closing Balance Total Exploration and Evaluation Assets	720,186 349,454 (76,752) (626,903) 365,985 317,119 75,088 (103,860) 288,347 71,015 38,606 76,752 - 186,373 753,141 384,819 - 1,137,960 1,978,665	597,386 122,800 - -
		720,186
		226,775 90,343
		317,119
		51,523 19,492 - -
		71,015
		543,370 209,771
		753,141

		1,861,461

1The Wiluna exploration area historical purchase costs also included the distinctly different area of North Musgrave. The historical cost of North Musgrave has been transferred from the Wiluna project area.

The value of the Company interest in exploration expenditure is dependent upon:

the continuance of the Company’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or by their sale.

The Company’s exploration properties may be subjected to claim(s) under Native Title (or jurisdictional equivalent), or contain sacred sites, or sites of significance to the indigenous people of Australia.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims

The list of tenements in which the Company has an interest is disclosed on page 73.


NOTE 6: PLANT, EQUIPMENT, FURNITURE & FITTINGS
	30-June-2015	30-June-2014

Plant & Equipment – at cost Accumulated depreciation Total Plant and Equipment Movements during the year: Opening Balance Additions during the year Disposals during the year Closing Balance Depreciation Opening balance Charge during the year Closing depreciation Net book value Furniture & Fittings – at cost Accumulated depreciation Total Furniture and Fittings Movements during the year: Opening Balance Additions during the year Disposals during the year Closing Balance Depreciation Opening balance Charge during the year Closing depreciation Net Book Value Leasehold improvements Accumulated depreciation Total Leasehold improvements Movements during the year: Opening Balance Additions during the year Disposals during the year Closing Balance Depreciation Opening balance Charge during the year Closing depreciation Net Book Value TOTAL	$ 73,537 (39,003) 34,534 68,450 5,087 - 73,537 (20,922) (18,081) (39,003) 34,534 34,307 (9,398) 24,909 34,307 - - 34,307 (5,968) (3,430) (9,398) 24,909 4,300 (1,718) 2,582 - 4,300 - 4,300 (858) (860) (1,718) 2,582 62,025	$ 68,450 (20,922) 47,528 38,180 30,270 - 68,450 (4,775) (16,147) (20,922) 47,528 34,307 (5,968) 28,339 31,293 3,014 - 34,307 (2,362) (3,606) (5,968) 28,339 4,300 (858) 3,442 - 4,300 - 4,300 - (858) (858) 3,442 79,309

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTE 7: TRADE AND OTHER PAYABLES	30-Jun-2015	30-Jun-2014

Trade creditors Other payables - Audit expenses - Tenement purchases stamp duty payable - Salaries, employee benefits and PAYG payable - Rent payable (arrears due) - Annual leave accruals - Sundry payables Total trade and other payables	$ 122,761 12,951 - 15,909 - 22,465 1,250 175,336	$ 85,895 22,366 127,800 - 54,187 20,113 12,061
		322,422

NOTE 8: PROVISIONS	30-Jun-2015	30-Jun-2014
Make good provision for Sydney Offices Total Provisions Movements during the year: Opening Balance Additions during the year Reversals during the year Closing Balance	$ 54,187 54,187 - 54,187 - 54,187	$ -
		-
		- - -
		-

NOTE 9: CONTRIBUTED EQUITY
2015 (a) Ordinary Shares Number Balance at the beginning of the year Shares issued during the year Balance at the end of the financial year (b) Ordinary Shares Value Balance at the beginning of the year Shares issued during the year Balance at the end of the financial year 2014 (a) Ordinary Shares Number Balance at the beginning of the year Shares issued during the year Balance at the end of the financial year (b) Ordinary Shares Value Balance at the beginning of the year Shares issued during the year Balance at the end of the financial year		Number on Issue 180,150,000 - 180,150,000 Value ($) 17,398,334 - 17,398,334 Number on Issue 180,150,000 - 180,150,000 Value ($) 17,398,334 -
		17,398,334

Ordinary Shares entitle the holder to participate in dividends and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held.

Ordinary shares have no par value and the Company does not have a limited amount of authorized Capital.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTES TO THE FINANCIAL REPORTS	NOTES TO THE FINANCIAL REPORTS
NOTE 10: SHARE OPTION RESERVE 30-Jun-2015 The share option reserve is used to recognise the value of equity-settled share-based transactions in relation to employee benefits or for the acquisition of assets. Number on Issue Share Options Issued Balance at the beginning of the year1 1,500,000 Options issued during the year - Options expired during the year 30 June 2014 - Options expired during the year 30 June 2015 - Balance at the end of the financial year 1,500,000 Share Option Fair Value Value $ Balance at the beginning of the year2 247,500 Options issued during the year - Options issued to River Rock shareholders - Balance at the end of the financial year 247,500		30-Jun-2014
		payment Number on Issue 3,000,000 - (1,500,000) -
	1,500,000	1,500,000
	Value $ 247,500 - -	Value $ 247,500 - -
	247,500	247,500

1 Remaining quantity of options forming the Share Exchange Agreement between Zeus Resources Ltd, Kalium and the Kalium shareholders dated 12 August 2010 as subsequently amended. See also “Note 15” and “Note 18”.

2 Value of options forming the Share Exchange Agreement between Zeus Resources Ltd, Kalium and the Kalium shareholders dated 12 August 2010 as subsequently amended. See also “Note 15” and “Note 18”.

NOTE 11: ACCUMULATED LOSSES	30-Jun-2015	30-Jun-2014
Accumulated losses at the beginning of the financial year Net loss attributable to members of the entity Accumulated losses at the end of the financial year	$ (9,374,251) (1,704,286) (11,078,537)	$ (8,088,829) (1,285,422)
		(9,374,251)


NOTE 12: STATEMENT OF CASH FLOW INFORMATION	30-Jun-2015	30-Jun-2014
Cash at bank Term deposit Cash Total Loss from ordinary activities after income tax Adjustment for non-cash items - depreciation - leave entitlement accrual - share option expense - investment expenses and provisions - impairment Add: Changes in working capital (Increase)/decrease in trade and other receivables (Increase)/decrease in other assets (Decrease) /Increase in trade payables (Decrease) /Increase in other liabilities (Decrease) /Increase in other payables Cash outflow from operations	$ 343,020 4,363,034 1,500 4,707,554 (1,704,286) 22,372 7,699 - 67,708 679.663 36,196 (17,841) 36,867 (146,167) (320) (1,018,009)	$ 490,282 6,113,007 1,500
		6,604,789 (1,285,422) 27,192 20,113 (37,432) 154,071 96,079 (48,446) 22,092 (79,034) (184,830) 44,863
		(1,270,754)

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTE 13: AUDITORS REMUNERATION	30-Jun-2015	30-Jun-2014
Auditing or reviewing the financial reports Other Services – Corporate Advisory services Total	$ 27,525 - 27,525	$ 25,000 -
		25,000


NOTE 14: SEGMENT INFORMATION

The Company’s operations are in one reportable business segment being the exploration of uranium and minerals. The Company operates in one geographical segment being Australia.

NOTE 15: RELATED PARTY TRANSACTIONS

Key Management Personnel

Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Company’s key management personnel (KMP) for the year ended 30 June 2015. The totals of remuneration paid to the KMP of the company during the year are as follows:

	30-Jun-2015		30-Jun-2014
Short term employee benefits/Fees Post- employment benefits Total KMP compensations	$ 517,534 31,054 535,730		$ 593,508 32,802 626,310

Other transactions with related parties

Mr James Zadko – a former director, holds 1,643,609 shares directly or via nominees, these shares were issued as a result of the acquisition by the Company of all the shares in Kalium Corporation Limited pursuant to the Kalium Share Exchange Agreement between Zeus Resources Ltd, Kalium and the Kalium shareholders dated 12 August 2010 as subsequently amended. Options issued pursuant to the River Rock Option Agreement have a current balance of 1,500,000 options expiring in February 2016.

Mr Yong Zhang has been engaged in a consultative role to provide advice and guidance on investment opportunities as they are introduced to him or the Company. A fee of $120,000 was approved by the board. Mr Yong Zhang’s fee is paid through his company ACE Win Ltd (Hong Kong). The fee was paid in full in the 2014-2015 financial year. Total amount paid for the period ending 30[th] June 2015 was $64,000 (2014: $56,000) and there were no amounts outstanding at 30[th] June 2015. (2014: $64,000). The agreement has been discharged as at February 2015 and has not been renewed

Mr Andrew Whitten - Company Secretary holds 210,000 shares directly or via nominees. A monthly service retainer exists between Whittens and Zeus Resources for company secretarial services – total fees paid for the period ended 30[th] June 2015 were $60,000 (2014: $$77,324) and there were no amounts outstanding 30[th] June 2015 (2014: nil). Mr A Whitten also has interest in Whittens & McKeough Pty Ltd who have acted as the Company solicitors in previous financial years.

All transactions were made on normal commercial terms and conditions and at market rates.

Zeus Resources Limited

NOTES TO THE FINANCIAL REPORTS

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NOTE	16:	COMMITMENTS AND CONTINGENCIES	30-Jun-2015	30-Jun-2014
			$	$

a) Commitments

The Company is required to meet minimum committed expenditure requirements to maintain current rights of tenure to exploration licences. These obligations may be subject to re-negotiation, may be farmed-out or may be relinquished and have not been provided for in the statement of financial position. A summary of aggregate commitments is as follows:

Projects: Within 1 year1 More than 1 year but not later than five years1 More than five years Total Administration Not later than one year2 Later than one year but not later than five years2 More than five years Total Total commitments	514,348 3,893,333 1,041,167 5,448,848 269,898 341,088 - 610,986 6,059,834	1,114,583 4,323,832 2,527,000
		7,965,415
		278,778 610,984 -
		889,762

		8,855,177

1 Based on current commitment requirements set by Department Mining and Petroleum and blocks licenced.

2 Lease assignment between Heng Ji Investments Pty Ltd, Zeus Resources and CBRE Pty Ltd executed as at 1 September 2013.

b) Contingent assets and liabilities

Contingent liabilities

Contingent liabilities as at end of reporting period 30[th] June 2015 amount to $114,989 in the form of a Bank Guarantee for the lease of the Sydney offices. (2014: $111,755).

Contingent assets

There are no contingent assets as at end of reporting period 30[th] June 2015 (2014: Nil).

NOTE 17: FINANCIAL RISK MANAGEMENT

The below table summarises interest rate receivable or payable for the Company:

	Effective Interest Rate %	Floating interest rate Amount	Non- Interest Bearing	Total
2015		$	$	$
Financial assets
Cash and cash equivalents	2.43%	4,706,054	1,500	4,707,554
Trade and other receivables	-	-	-	-
Other financial assets	-	-	-	-
Financial liabilities
Trade and other payables	0.0%	-	(175,336)	(175,336)
2014
Financial assets
Cash and cash equivalents	3.3%	6,603,289	1,500	6,604,789
Trade and other receivables	-	-	-	-
Other financial assets	-	-	-	-
Financial liabilities
Trade and other payables	0.0%	-	(322,422)	(322,422)

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

a) Credit risk

The Company has no significant concentrations of credit risk with debtors as the Company has not issued any sales for services or products during the period ending 30[th] June 2015, hence the Company does not insure any outstanding debts.

The Company has taken steps to reduce risk of significant exposure to its cash holdings. Excess cash funds have been invested in low risk Term Deposits with two financial institutions – Westpac Banking Corporation $2,647,435 and $2,035,732 with the Bank of China. The Term Deposits have staggered expiry dates to ensure that the Company can access funds as needed without penalty. Both of these institutions meet stringent banking regulations and the risk to the funds placed therein is minimal.

The maximum risk for the period ending 30[th] June 2015 extended to Trade and other payables amounting to $175,336 which was due to be paid within the next 90 days at a maximum. The Company has sufficient funds to meet this requirement.

30-Jun-2015	30-Jun-2014
(b) Interest rate risk $ $ Potential impact on post-tax loss: Effective Interest rate -1% (47,061) (68,213) Effective Interest rate +1% 47,061 68,213	$

The Company places surplus cash with the bank in term deposit of up 90 days. This rate can vary from rollover period to rollover period. Exposure to variances in interest rates is not controlled by the Company and returns are subject to current interest rates on offer by the banks at the time of rollover of the term deposit(s).

(c) Liquidity risk

The Company’s main objective when managing capital is to safeguard the Company’s ability to continue as a going concern with the ultimate goal of providing returns for shareholders.

Future expansion or cash requirements to fund operations will be funded by future capital raisings.

(d) Fair values

The financial assets and liabilities of the Company are recognised in the statement of financial position at their carrying amount, which is a reasonable approximation of fair value in accordance with the accounting policies in note 1.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTE 18: SHARE-BASED PAYMENTS

In 2010 Zeus Resources entered into an agreement to acquire Kalium Corporation and Kalium Corporation’s joint venture interests.

Pursuant to the agreements between Zeus Resources Ltd, River Rock Energy Ltd, Riverwood Ltd and Kalium Corporation, the joint venture partner River Rock Energy Ltd’s shareholders were entitled to be issued options as outlined below:

(i) On 21[st] January 2013, 3,000,000 share options were issued to shareholders of River Rock Energy Limited (as part consideration) pursuant to the River Rock Option Agreement dated 12 August 2010 whereby Zeus Resources Ltd agreed to acquire River Rocks interest in tenements. The options hold no voting or dividend rights and are not transferable.

(ii) Options granted to River Rock Shareholders are as follows:

Grant Date	Issue Date	Period	Number	Exercise Price
10 Aug 2010	21 Jan 2013	3.5 years	1,500,000	$0.401
10 Aug 2010	21 Jan 2013	5.5 years	1,500,000	$0.801

The options lapse if they are not exercised in accordance with the Option Terms and Conditions and will lapse at midnight on the last day of the Option Exercise period.

(iii) The Company has not established a Public Employee Share Option Scheme. A summary of the movements of all company options issues is as follows:

		Weighted Average
	Number	Exercise Price
Options outstanding as at 30 June 2013	3,000,000	$0.601
Granted	-	-
Forfeited	-	-
Exercised	-	-
Expired	1,500,000	$0.601
Options outstanding as at 30 June 2014	1,500,000	$0.801
Granted	-	-
Forfeited	-	-
Exercised	-	-
Expired	-	-
Options exercisable as at 30 June 2015	1,500,000	$0.801

The value of the options was calculated using the Black-Scholes option pricing model applying the following inputs:

applying the following inputs:
Weighted average exercise price:	$0.801
Weighted average life of the option:	5.5 years
Expected share price volatility:	80%-95%
Risk-free interest rate:	4.76% & 4.87%

Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future.

Zeus Resources Limited

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NOTES TO THE FINANCIAL REPORTS

NOTE 19: EARNINGS PER SHARE	30-Jun-2015	30-Jun-2014
Total comprehensive (loss) for the year Earnings per share Basic – per share Diluted – per share	$	$
	1,704,286 (0.009) (0.009)	(1,285,422
		(0.007) (0.007)

Basic and dilutive earnings per share are equal because options on issue are considered to be antidilutive.

NOTE 20: EVENTS AFTER THE END OF THE REPORTING PERIOD

There have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Company, the results of these operations, or the state of affairs of the Company in future financial years.

NOTE 21: COMPANY DETAILS

The registered office of the Company is:

Level 5, 137-139 Bathurst Street Sydney NSW 2000

The principal place of business of the Company is:

Level 11, 50 Pitt Street Sydney NSW 2000

Zeus Resources Limited

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DIRECTOR’S DECLARATION

The Directors of the Company declare that:

The financial statements and notes, as set out on pages 48 to 69, are in accordance with the Corporations Act 2001 and:
(a) comply with Accounting Standard AASB 101: Presentation of Financial Statements and Corporations Regulations 2001 and
(b) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that date of the Company
In the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

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Mr. Jiangang Zhao[Acting CEO and Director]

Dated this 29[th] Day of September 2015

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ZEUS RESOURCES LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Zeus Resources Limited (the Company) on pages 48 to 70, which comprises the statement of financial position as at 30 June 2015, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the company.

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 gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

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

CHARTERED ACCOUNTANTS & ADVISORS Sydney Ofice Level 29, 66 Goulburn Street Sydney NSW 2000 Telephone: +61 2 8263 4000

Parramatta Ofice Level 7, 3 Horwood Place Parramatta NSW 2150 PO Box 19 Parramatta NSW 2124 Telephone: +61 2 8836 1500 williambuck.com

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ZEUS RESOURCES LIMITED (CONT)

Auditor’s Opinion

In our opinion:

a) the financial report of Zeus Resources Limited on pages 48 to 70 is in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the Company and consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 42 to 45 of the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuneration Report of Zeus Resources Limited for the year ended 30 June 2015, complies with section 300A of the Corporations Act 2001.

Matters Relating to the Electronic Presentation of the Audited Financial Report

This auditor’s report relates to the financial report of Zeus Resources Limited for the year ended 30 June 2015 included on Zeus Resources Limited web site. The company’s directors are responsible for the integrity of the Zeus Resources Limited web site. We have not been engaged to report on the integrity of the Zeus Resources Limited web site. The auditor’s report refers only to the financial report. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.

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William Buck Chartered Accountants ABN 16 021 300 521

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L.E. Tutt Partner Dated this 29[th] day of September, 2015

Zeus Resources Limited

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TENEMENT SCHEDULE

		Licence		Area	Licence
Project	Sub Project		State			Comments
		Number		(blocks)	Expires

Lake Way	Kukububba Palaeochannel	E 53/1601	WA	22	14 Feb 18	Tenement reduced in size.
		E 53/1603	WA	8	14 Feb 18	Tenement reduced in size.
		E 53/1604	WA	34	14 Feb 18	Tenement reduced in size.
Yeelirrie South	Yeelirrie South	E 36/733	WA	42	26 Apr 16	Transfer to 100% Zeus completed. Tenement reduced in size.
Narnoo	Narnoo North	E 39/1401	WA	105	02 Aug 19
		E 39/1683	WA	127	04 Sep 17
		E 39/1687	WA	10	09 Oct 17
		E 39/1689	WA	14	18 Oct 17
	Narnoo South	E 28/2096	WA	30	08 May 16
		E 28/2097	WA	11	08 May 16
Mortimer Hills	Gascoyne	E 09/1618	WA	62	15 May 16	Transfer to 100% Zeus in progress.
		E 09/2147	WA	11		New Tenement Application
Red Rock		E 52/2122	WA	17	23 Jul 17	Transfer to 100% Zeus in progress.
North Musgrave	North Musgrave	E 69/2362	WA	50	20 May 18	Transfer to 100% Zeus completed

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

Annexure B

ASX Corporate Governance Council Principles and Recommendations

Verification Worksheet

Name of entity	Name of entity	Financialyear ended 30 JUNE 2015	Financialyear ended 30 JUNE 2015
ZEUS RESOURCES LIMITED		30 JUNE 2015

Recommendation			The entity complied for the full period
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	The Company has established and disclosed the functions reserved to the board and those delegated to senior executives.		√Yes No
1.2	The Company undertakes appropriate checks before appointing a person for election as a director, and provides securityholders with all material information relevant to a decision on electing a director.		√Yes No
1.3	The Companyhas a written agreement with each director and senior executive setting out the terms of their appointment.		√Yes No
1.4	TheCompany secretary of the listed Company is accountable directly to the board, through the chair, on all matters to do with theproper functioningof the board.		√Yes No
1.5	A listed entity should: a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; b) disclose that policy or a summary of it; and disclose as at the end of each reporting period the measureable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achievingthem.		Yes √No

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

ORPORATE GOVERNANCE STATEMENT	ORPORATE GOVERNANCE STATEMENT
Recommendation		The entity complied for the full period
1.6	The Company should: a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes √No
1.7	The Company should: a) have and disclose a process for periodically evaluating the performance of its senior executives; and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	√Yes No
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	2.1 The board should establish a nomination committee which:  has at least three members, a majority of whom are independent directors; and  is chaired by an independent director and disclose  the charter of the committee;  the members of the committee; and  the number of times the committee meet throughout the reporting period. If a listed entity does not have a nomination committee, it should disclose the fact and processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	Yes √No
2.2	A listed entity should disclose a board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve its membership.	Yes √No

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

ORPORATE GOVERNANCE STATEMENT	ORPORATE GOVERNANCE STATEMENT
Recommendation		The entity complied for the full period
2.3	The Company has disclosed the names of the directors considered to be independent, interests, positions and associations that might cause doubts as to the independence of a director and the length of service of each director.	√Yes No
2.4	The majority of the board are independent Directors.	Yes √No
2.5	The chair is an independent director and is not exercising the role of chief executive officer.	Yes √No
2.6	The Company has a program for inducting new directors.	√Yes No
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should have a code of conduct for its directors, senior executives and employees and disclose that code or a summary of the code.	√Yes No
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board has established an audit committee which is structured so that it:  has at least three members;  consists only of non-executive directors, a majority of whom are independent directors;  is chaired by an independent director who is not the Chairman And has disclosed:  the charter of the committee;  the qualifications of the committee;  the number of times the committee meets throughout the reporting period If no committee satisfying the above exists, it should disclose that fact and the processes it uses to safeguard the integrity of its reporting.	Yes √No

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

ORPORATE GOVERNANCE STATEMENT	ORPORATE GOVERNANCE STATEMENT
Recommendation		The entity complied for the full period
4.2	The Board has received from its CEO and CFO a declaration that in their opinion, the financial records have been properly maintained and comply with proper standards.	√Yes No
4.3	An AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	√Yes No

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	The Company has established written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclosed those policies or a summary of those policies.	Yes √No
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	The listed Company has provided information about itself and its governance to investors via a website.	√Yes No
6.2	The listed Company has designed and implemented an investor relations program to facilitate effective two-way communication with investors.	Yes √No
6.3	The Company has designed a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and has disclosed theirpolicyor a summaryof thatpolicy.	Yes √No
6.4	The listed Company has provided the security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	√Yes No

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

ORPORATE GOVERNANCE STATEMENT	ORPORATE GOVERNANCE STATEMENT
Recommendation		The entity complied for the full period
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board has established a risk committee, structured so that it:  has at least three members  consists only of non-executive directors, a majority of whom are independent directors;  is chaired by an independent director who is not the Chairman. And has disclosed:  the charter of the committee;  members of the committee;  the number of times the committee meet throughout the reporting period. If no committee satisfying the above exists, it should disclose the fact and the processes it uses to safeguard the integrity of its reporting.	Yes √No
7.2	Theboard has reviewed the Company’s risk management framework at least annually and disclose whether such review has taken place.	Yes √No
7.3	A listed entity should disclose if they have an internal audit function, how the function is structured and what role it performs. If the Company does not have an internal audit function, the Company should disclose the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	√Yes No
7.4	The Company has disclosed whether they have any material exposure to economic, environmental and social sustainability risks and, if they do, how they manage or intend to manage those risks.	Yes √No

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

ORPORATE GOVERNANCE STATEMENT	ORPORATE GOVERNANCE STATEMENT
Recommendation		The entity complied for the full period
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The Board has established a remuneration committee, structured so that it:  has at least three members, a majority of whom are independent directors; and  is chaired by an independent director who is not the Chairman And should disclose:  the charter of the committee;  the members of the committee;  the number of times the committee meet throughout the reporting period. If no committee satisfying the above exists, it should disclose that fact and the processes it uses to safeguard the integrity of its reporting.	Yes √No
8.2	The Company has disclosed their policies and practices regarding the remuneration of executive directors and other senior executives.	√Yes No
8.3	Companies which have an equity-based remuneration scheme should:  have a policy on whether participants are permitted to enter into transactions (whether use the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and  disclose that policy or summary of it.	√Yes No

The role and responsibilities of the Board of Directors is for the overall Corporate Governance of the Company and oversight of management, protecting the rights and interests of the shareholders, by adopting systems of control and managed risk as the basis for the administration.

The Board is committed to maintaining high standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company's activities and ensure transparency, fair dealing and protection of the interests of stakeholders.

The Board of Directors support the Principles of Good Corporate Governance and Best Practice Recommendations developed by the ASX Corporate Governance Council (Council). Whilst the Company's practices are partly consistent

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

with the Council's guidelines, the Board considers that the implementation of some recommendations are not appropriate having regard to the nature and scale of the Company's activities and size of the Board. The Board uses its best endeavours to ensure exceptions to the Council's guidelines do not have a negative impact on the Company and the best interests of shareholders as a whole. When Zeus is not able to implement one of the Council’s recommendations the Company applies the “if not, why not” explanation approach by applying practices in accordance with the spirit of the relevant principle.

The following discussion outlines the ASX Corporate Governance Council's eight principles and associated recommendations and the extent to which the Company complies with those recommendations.

Details of all of the Council's recommendations can be found on the ASX website at http://www.asx.com.au

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

Principle 1 – Lay solid foundations for management and oversight

The Company has adopted Recommendation 1.1 to disclose the functions reserved to the Board and those delegated to senior executives. This has been disclosed on the Company’s website.

BOARD OF DIRECTORS – ROLE AND RESPONSIBILITIES

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance and management oversight of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and any other legal or regulatory obligations. The Board has the final responsibility for the successful operations of the Company.

Where the Board considers that particular expertise or information is required, which is not available from within their members, appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the following:

formulation and approval of the strategic direction, objectives and goals of the Company;
the prudential control of the Company's finances and operations and the monitoring of the financial performance of the Company;
the resourcing, reviewing and monitoring of executive management;
ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
the identification of significant business risks and ensuring that such risks are adequately managed;
the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and
the establishment and maintenance of appropriate ethical standards.

ACCOUNTABILITY

The Company has complied with Recommendation 1.2 by undertaking background checks with regard to each director’s character, experience and education prior to their nomination for election. Any material adverse information revealed by these checks is released to securityholders prior to the General Meeting at which they are able to be elected. When an individual is nominated to be a director, their curriculum vitae and their relevant professional history and qualifications is circulated to the securityholders of the Company.

The Company has complied with Recommendation 1.3 by giving its Directors letters of appointment and/or service agreements.

The Company has complied with Recommendation 1.4 by making the Company Secretary directly accountable to the Board on all matters to do with the proper functioning of the Board.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

DIVERSITY

The Company does not comply with Recommendation 1.5. The Company has not found it necessary to establish a diversity policy or annually report on measurable objectives with respect to achieving gender diversity. The nature of the policy for a Company of this size is inappropriate. As the Company develops, the Board intends to review its practices, and if deemed necessary in the future, the Board may consider adopting a policy.

PERFORMANCE OF THE BOARD

The Company does not comply with recommendation 1.6. The Company has not found it necessary to disclose the process for evaluating the performance of the Board and the Company’s Directors individually.

However, it is the policy of the Board to ensure that the Directors of the Company are equipped with the knowledge and information they need to discharge their responsibilities effectively, and that individual and collective performance is regularly and fairly reviewed. Although the Company is not of a size to warrant the development of formal processes for evaluating the performance of its Board, individual Directors and committees, there is ongoing monitoring by the Chairman and the members of the Board.

The Chairman also speaks to Directors individually regarding their role as a Director.

ACCESS TO INFORMATION

Each Director has access to Board papers and all relevant documentation.

PERFORMANCE OF SENIOR EXECUTIVES

The Chief Executive Officer’s key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Board at the annual anniversary of the appointment of the CEO.

The Company has adopted Recommendation 1.7 of evaluating the performance of senior executives in accordance with the process described above with the appointment of the CEO.

The Board did not conduct a performance evaluation for the Chief Executive Officer in the financial year. The current Chief Executive Officer is an Acting Chief Executive Officer.

Principle 2 – Structure the Board to add value

BOARD OF DIRECTORS - COMPOSITION, STRUCTURE AND PROCESS

The Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given the Company’s current size, scale and nature of its activities.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

BOARD NOMINATIONS

The Board has not followed Recommendation 2.1(a) as it has established a Remuneration and Nomination Committee Charter. The Board has not implemented a Remuneration and Nomination Committee due to the Company’s small size and nature. However, the members of the Board communicated with each other on regular basis to address any issues which arose in this regard.

In compliance with Recommendation 2.1(b), the Board considers nominations for the appointment or election of Directors that may arise from time to time having regard to the corporate and governance skills required by the Company and procedures outlined in the Constitution and the Corporations Act 2001 (Cth).

TERMS OF APPOINTMENT AS A DIRECTOR

The Constitution of the Company provides that a Director, other than the Managing Director, may not retain office for more than three calendar years or beyond the third Annual General Meeting following his or her election, whichever is longer, without submitting himself or herself for re-election. One third of the Directors (excluding the Managing Director) must retire each year and are eligible for re-election. The Directors who retire by rotation at each Annual General Meeting are those with the longest length of time in office since their appointment or last election.

During the financial year the Board implemented the functions listed below. Whilst the Company has not adopted Recommendation 2.4, the Board is effectively managing the functions normally expected of such a committee. The responsibilities assumed by the Board include:

Board and senior executive functions;
Board composition;
criteria for nomination of Directors;
selection and appointment of the Chairperson;
selection and appointment of the Secretary;
determine the frequency of meetings of the Committee;
seek professional advice when required;
responsibilities of the Committee; and
overseeing of Board and executive succession plans.

INDEPENDENT DIRECTORS

Due to the small size of the Company, the Board is made up of four Directors. The Company has not adopted Recommendation 2.2, which states that a board skills matrix should be disclosed, nor has it adopted Recommendation 2.3, which states that the majority of the directors should be independent. Because of the small size and nature of the Company, the Company has appointed 1 independent Director on the Board. It is the Board’s opinion that all Directors bring to the Board their independent judgement, irrespective of whether they are independent or not.

PERIOD OF OFFICE HELD BY EACH DIRECTOR

Mr Gregory Clifton Hall since 18 August 2010
Mr Jiangang Zhao since 25 February 2013
Mr Chuanxi Ding since 25 February 2013
Mr Zhang Yong since 25 February 2013

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

INDEPENDENT DIRECTORS

The Company considers that as at 30 June 2015 Mr. Gregory Clifton Hall is classified as an Independent Director.

REGULAR ASSESSMENT OF INDEPENDENCE

An Independent Director, in the view of the Company, is a Non-executive Director who:

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company, or has been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional advisor or a material consultant to the Company, or an employee materially associated with a service provider;
;
has no material contractual relationship with the Company other than as a Director of the Company;
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
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 composition of the Board is reviewed periodically with regards to the optimum number and skills of Directors required for the Board to properly perform its responsibilities and functions.

CHAIRPERSON AND MANAGING DIRECTOR

The Company does not follow Recommendation 2.5. The office of Chair during the reporting period was held by Mr Chuanxi Ding, a nominee of ZIMC, the largest shareholder of Zeus.

The Chairperson leads the Board and has responsibility for ensuring the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board.

The CEO is responsible and accountable to the Board for the Company's management. Mr Jiangang Zhao is currently Acting Chief Executive Officer of the Company. Mr Zhao was appointed as Acting CEO of the Company following the departure of Mr Peter Williamson in November 2013.

INDUCTION AND EDUCATION

The Company complies with Recommendation 2.6. The Company does have a policy to provide each new Director or officer with a copy of the following documents:

Responsibilities of Department Policy;
Board procedures, rules and responsibilities Policy;
Salary and Performance Policy;
Fixed Assets Management Policy;
Financial Policy;

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

Travel and Accommodation Policy;
Employee Manual;
Recruitment Policy;
Delegated Authority of Limits
Securities Trading Policy; and

Principle 3 – Act Ethically and Responsibly

CODE OF CONDUCT AND ETHICAL STANDARDS

The Company has adopted recommendation 3.1 by establishing a formal code of conduct that guides compliance with all levels of legal and other obligations to stakeholders, and by disclosing a summary of this code of conduct below. The Company is focused on ensuring that all Directors, executives and employees act with the utmost integrity and objectivity in carrying out their duties and responsibilities, striving at all times to enhance the reputation and performance of the Company.

ACCESS TO COMPANY INFORMATION AND CONFIDENTIALITY

All Directors have the right of access to all relevant Company books and to the Company's executive management. In accordance with legal requirements and agreed ethical standards, Directors and executives of the Company have agreed to keep confidential information received in the course of exercising their duties and will not disclose nonpublic information except where disclosure is authorised or legally mandated.

SHARE DEALINGS AND DISCLOSURES

The Company has adopted a Securities Trading Policy. The Board restricts Directors, executives and employees from acting on material information until it has been released to the market. Executives, employees and Directors are required to consult the Chairperson and the Board respectively, prior to dealing in securities in the Company or other companies in which the Company has a relationship.

Share trading by Directors, executives or employees is not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act prohibits the purchase or sale of securities whilst a person is in possession of inside information.

CONFLICT OF INTEREST

To ensure that Directors are at all times acting in the best interests of the Company, Directors must:
disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

If a Director cannot, or is unwilling to remove a conflict of interest then the Director must, as required by the Corporations Act, absent himself or herself from the room when Board discussion and/or voting occurs on matters about which the conflict relates.

RELATED PARTY TRANSACTIONS

Related party transactions include any financial transaction between a Director and the Company as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction. The Company also discloses related party transactions in its financial statements as required under relevant Accounting Standards.

Principle 4 – Safeguard integrity in financial reporting

AUDIT COMMITTEE

The Company has not complied with Recommendation 4.1(a) as it has not established an Audit Committee with a corresponding charter. The Audit compliance is managed by the full board of Zeus Resources. It has complied with Recommendation 4.1(b) by disclosing that the objective of the Board is to make recommendations and implement, among various matters, the adequacy of the external audit and compliance procedures. The Board evaluates from time to time the effectiveness of the financial statements prepared for the Board meetings and to ensure that an independent judgement is always exercised.

CEO AND CFO DECLARATIONS

The Company has adopted and complied with recommendation 4.2.

Due to the size of the management team, the Board has determined that the Chairperson and the Accountant are the appropriate persons to make the CEO and CFO declarations in respect of the year ended 30 June 2015, as required under section 295A of the Corporations Act and recommended by the ASX Corporate Governance Council. The Board is also satisfied that the internal control system is operating effectively in all material respects.

AUDITOR PRESENT AT ANNUAL GENERAL MEETING

The Company has complied with Recommendation 4.3. A representative of the Company’s external auditor was be present at the Company’s AGM and will be available to answer questions from security holders relevant to the audit.

Principle 5 – Make timely and balanced disclosure

The Company has not adopted Recommendation 5.1 by putting in place a continuous Disclosure Policy because of the size and nature of the Company.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

CONTINUOUS DISCLOSURE TO THE ASX

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. Accordingly the Company will notify the ASX promptly of information:

concerning the Company, that a reasonable person would expect to have a material effect on the price or value of the Company's securities;
that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's securities; and
the announcements are made in a timely manner, are factual and do not omit material information in order to avoid the emergence of a false market in Zeus securities.

Principle 6 – Respect the rights of shareholders

The Company has complied with Recommendation 6.1 by promoting active communication with shareholders through a variety of measures, including the use of the Company's website. The Company's reports and ASX announcements are made available on the Company’s website www.zeusresources.com and on the ASX website www.asx.com.au, under ASX code 'ZEU'.

COMMUNICATION TO SHAREHOLDERS

The Company did not comply with Recommendation 6.2 and 6.3 due to the size and nature of the Company.

However, the Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the Company's state of affairs. The Company will provide that information will be communicated to shareholders and the market through:

the Annual Report which is distributed to shareholders (usually with the Notice of Annual General Meeting);
the Annual General Meeting and other general meetings called to obtain shareholder approvals as appropriate;
the half-yearly Directors' and financial statements;
quarterly activities and cash flow reports;
other announcements released to the ASX as required under the continuous disclosure requirements of the ASX Listing; and
Rules and other information that may be mailed to shareholders or made available through the Company’s website.

The company has complied with Recommendation 6.4 by encouraging Shareholders to register for receipt of announcements and updates electronically.

Principle 7 - Recognise and manage risk

RISK COMMITTEE

The Company has not complied with Recommendation 7.1(a) as it has not established a Risk Committee with a corresponding charter.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

The Company complies with Recommendation 7.1(b) by disclosing the processes it employs for overseeing the Company’s risk management, being that the Board is responsible for the identification, monitoring and management of significant business risks and the implementation of appropriate levels of internal control, recognising however that no cost effective internal control system will preclude all errors and irregularities. The Board regularly reviews and monitors areas of significant business risk.

INTERNAL CONTROL AND RISK MANAGEMENT

Due to the size of the Company, Recommendation 7.2 is not relevant for the Company as the Board has the oversight function of risk management and internal control systems.

The primary vehicle for managing corporate risks is regular oversight by the Board. The Board reviews systems of external and internal controls and areas of significant operational, financial and property risk and ensures arrangements are in place to contain such risks to acceptable levels.

The Company has recently put in place a system that appropriate insurance policies are kept current to cover all potential risks and maintaining Directors' and Officers' professional indemnity insurance.

INTERNAL AUDIT FUNCTION

The Company has not complied with Recommendation 7.3(a) but does comply with recommendation 7.3(b). The Company’s internal audit function is carried out by the Board. The Company does not have an internal audit department nor has an internal auditor. The board is of the belief that the size of the Company does not warrant the cost of appointing an internal auditor.

ECONOMIC, ENVIRONMENTAL AND SUSTAINABILITY RISKS

All material risks are announced to the market in accordance with the requirements of the ASX Listing Rules and otherwise.

Principle 8 – Remunerate fairly and responsibly

In response to Recommendation 8.1(a), the Board has not established a remuneration committee.. The Board is directed by the Chairperson who operates as the Committee, due to the size and nature of the Company.

The Board regularly addressed issues that arose during the financial year.

REMUNERATION COMMITTEE CHARTER AND RESPONSIBILITIES

In accordance with Recommendation 8.1, in the absence of a remuneration committee, the Company discloses the following information concerning its policies and processes it employs for setting remuneration of directors and senior executives.

Zeus Resources Limited

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CORPORATE GOVERNANCE STATEMENT

REMUNERATION POLICY

In response to Recommendation 8.2, the Company has established a Salary and Performance Policy along with a Recruitment Policy which operates in a similar fashion to a Remuneration and Nomination Committee charter. The role and responsibility of the Board is to review and make recommendations in respect of:

executive remuneration policy;
Executive Director and senior management remuneration;
Non-executive Directors' Remuneration;
performance measurement policies and procedures;
Administration of the Company’s Diversity policy;
Board evaluation and performance of Directors; and
Issue and allotment of options to Directors and Senior Executives.

The Directors’ remuneration is approved by shareholders at the Annual General Meeting. The salary and emoluments paid to officers are approved by the Board. Consultants are engaged as required pursuant to service agreements. The Company ensures that fees, salaries and emoluments are in line with general standards for publicly listed companies of the size and type of the Company. All salaries of Directors and statutory officers are disclosed in the Annual Report of the Company each year.

The Company has a policy structure to remunerate Directors differently based on a fixed and incentive component salary packages to reflect the short and long term objectives of the Company. Key aspect of the policy include the following:

the salary component of the Managing Director/CEO remuneration is made up of fixed remuneration and long term incentive;
the salary component of Non-executive Directors is made up of fixed remuneration.
the Company has not adopted Recommendation 8.4 as follows due to its size and nature:
the Company discloses the name of Directors in the Remuneration Committee and the attendance of each Director to the Remuneration Committee meetings, within its Directors' Reports;
the Company does not provide any schemes for retirement; and
the Company has not made publicly available a summary of the Remuneration Committee Charter on the Company’s website.

SECURITIES TRADING POLICY

In compliance with Recommendation 8.3, the Company has a securities trading policy that prohibits directors, officers and employees from entering into transactions or arrangements which limits the economic risk of participating in unvested entitlements under any equity based remuneration scheme.

The Company’s securities trading policy is publically available on the ASX website.

Zeus Resources Limited

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SHAREHOLDER INFORMATION

The shareholder information set out below was applicable as at 30[th] June 2015:

(a) Distribution of Equity Securities

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

Range	Ordinary Shares
100,001 and Over	171,502,788	95.20	75	17.08
10,001 to 100,000	6,463,641	3.56	135	30.75
5,001 to 10,000	2,158,452	1.20	221	50.34
1,001 to 5,000	24,999	0.01	6	1.37
1 to 1,000	120	0	2	0.46
Total	180,150,000	100	435	100

(b) The names of the twenty largest holders of quoted securities are listed below:

Rank	Shareholder	No of Shares held	% of shares on issue
1	ZHENGYUAN INTERNATIONAL MINING COMPANY LIMITED	57,650,000	32.00
2	VAST HONOUR GLOBAL LIMITED1	57,534,500	31.94
3	BARBARY COAST INVESTMENTS PTY LTD2	14,613,864	8.11
5	MR TIM SANDEMAN STAERMOSE	5,253,018	2.92
7	SAMMY RESOURCES PTY LTD	2,500,000	1.39
7	J P MORGAN NOMINEES AUSTRALIA LIMITED	2,500,000	1.39
8	YARANDI INVESTMENTS PTY LTD	2,000,000	1.11
8	CHIFLEY PORTFOLIOS PTY LTD	2,000,000	1.11
9	JAMES ZADKO & TERRI ZADKO	1,643,609	0.91
10	MR VINCENZO BRIZZI & MRS RITA LUCIA BRIZZI	1,590,146	0.88
11	MR PETER HUBERT OTTA	1,538,600	0.85
12	M & K KORKIDAS PTY LTD	1,352,913	0.75
13	MR CHOR LENG TAN	1,250,000	0.69
14	TECTONEX GEOCONSULTANTS PTY LTD	1,000,000	0.56
15	JEFFREY POLOVICK	996,116	0.55
16	STEPHEN ROGER KING	979,437	0.54
17	GA & AM LEAVER INVESTMENTS PTY LTD	822,982	0.46
18	DR THOMAS TODD JOHNS & MRS SHEILA PHELPS JOHNS	750,000	0.42
19	CHRISTOPHER MITCHELL & GEORGINA MITCHELL	661,116	0.37
20	MR ADAM BRUCE WEEDMAN	620,941	0.34
	Total held by Top 20 shareholders	157,257,242	87.29
	Balance of issue	22,892,758	12.71
	Total shares on issue	180,150,000	100.00

1 VAST HONOUR GLOBAL LIMITED also ranked at # 6 – combined total shown 2 BARBARY COAST INVESTMENTS PTY LTD also ranked at # 4 – combined total shown.

Zeus Resources Limited

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SHAREHOLDER INFORMATION

(c) Substantial Shareholders

Substantial shareholders in the Company are:

Ordinary Shares

	Ordinary Shares
	Number Held	Percentage of Issued Shares
Zhengyuan International Mining Company	57,650,000	32.00%
Limited
Vast Honour Global Limited	57,534,500	31.94%
Barbary Coast Investments Pty Ltd	14,613,864	8.11%

(d) Voting Rights

The voting rights attaching to each class of equity security are set out below:

Ordinary Shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Options

No Voting Rights.

AI assistant

ZEUS RESOURCES LIMITED — Annual Report 2015

66116_rns_2015-09-29_9cf7386f-9242-4a6d-9792-96777bf20c68.pdf