HEG AR2013.QXP HEG AR2012 - APM Graphics Management · 2017-01-13 · Chairman’s Statement Dear...

ACN 072 692 365

2013Annual Report

ContentsChairman’s Statement 2

Managing Director’s Review 4

Resource Summary Statement 10

Directors’ Report 11

Auditor’s Independence Declaration 17

Financial Statements 18

Statement of Comprehensive Income 18

Statement of Financial Position 19

Statement of Changes in Equity 20

Statement of Cash Flows 21

Notes to the Financial Statements 22

Directors’ Declaration 40

Independent Audit Report 41

Corporate Governance Statement 43

Shareholder Information 49

Corporate Directory 51

Mining Tenements 52

ACN 072 692 365

The photos in this report are takenby either Cameron Bloom, RobertPayne or Jim Shanahan and shownhere with their permission.

1

Chairman’s Statement

Dear Shareholder,The worldwide gold exploration boom of recent years expired during 2012/13 and miners, explorers and shareholdersmust now adapt to a drastically changed world.

During the 2012/13 financial year the gold price fell 25% from US$1598 to US$1192. A crash in the gold price occurredsuddenly in April 2013, and at year end the price was down 33% from the year’s high of US$1791 on 4 October 2012.Share price declines for miners and explorers were far greater than the decline in the gold price, and the Australian JuniorExplorers Index decreased 68% over the year. However, opportunity can arise from adversity for those willing to adapt.The low market valuations have created a situation where excellent corporate and project acquisitions are availablecheaply, relative to prices of only a year ago. The challenge for Hill End Gold is raising the capital required to takeadvantage of what in our opinion is a likely to be a temporary situation.

Your Board recognised the passing of the boom early and took steps to better position the Company for future growth.Our strategy had initially focused on creating value for shareholders primarily through the advancement of our Australianexploration and pre-development projects, principally the Hargraves and Hill End Projects, but progressively throughoutthe year more emphasis was placed on the acquisition of direct and indirect interests in other attractive gold projectsworldwide.

Importantly, our cornerstone shareholders have supported the Company using its considerable in-house technicalexpertise to seek out and acquire interests in new projects with potential for production in the short term. We havesought corporate and project acquisition opportunities in Australia, and in selected countries throughout the world, todecrease reliance on the Hargraves and Hill End projects as drivers for growth. We made a substantial investment inBassari Resources Limited in August 2013 reflecting our positive evaluation of that company’s gold assets in Senegal, West Africa. Continued support of all shareholders will be required to bring this acquisition element of our strategy to full fruition.

We have continued to advance our Australian projects. Our drilling successfully increased the gold resources at the BigNugget Hill Deposit at the Hargraves Project to 245,000 contained ounces, as detailed in the Resource Summary section of this Annual Report. Hargraves has considerable potential for development of an open pit operation at low cost. Pre-development studies required for a Mining Lease application have been completed. Substantial work, however, remains to be completed before any development decision is made.

Funding constraints and priorities have required us to take a longer-term approach at the Hill End Project wheresubstantial gold resources are distributed widely amongst the Hawkins Hill - Reward mine workings. Currently studies are concentrated on outlining bulk mining targets adjacent to the workings. The Mares Nest Prospect south of HawkinsHill- Reward has excellent potential to add to the overall resource, subject to drill testing.

We are now minimising our exploration expenditure generally and concentrating our efforts on projects with potential for near-term gold production. While such economy is necessary, it is nonetheless frustrating, as several targets ofoutstanding exploration merit, including Mares Nest and the Meroo Trend, warrant immediate comprehensive drill testing.

I would like to acknowledge the efforts of directors, employees and contractors who, together with the support of ourshareholders, advanced the Company throughout the year.

Continued support from shareholders will be crucially important as we strive to convert our Company’s considerablepotential to reality.

Dr Denis E ClarkeChairman

2

3

During the year we have successfully delineatednear-surface resources that have the potentialfor open pit mining on the Big Nugget HillDeposit at the Hargraves Gold Project.

Hill End Gold’s business strategy is focused on creating value forShareholders through the advancement of its exploration and pre-development projects, principally the wholly owned HargravesProject and the Hill End Project, and through acquisition of direct and indirect interests in other attractive gold projects.

Hill End Gold plans to:

3 Continue Exploration and Pre-Development Studies at theHargraves Project to increase resources and prepare for possible future commercial development

3 Continue a Scoping Study at the Hill End Project to evaluatedevelopment opportunities

3 Advance Exploration of the Company’s other AustralianExploration Projects

3 Identify and Acquire Direct and Indirect Interests in Attractive Gold Exploration and Developments worldwide

Business Strategy

Managing Director’s Report

4

Continue Exploration andPre-Development Studiesat the Hargraves Projectto increase resourcesand prepare for possiblefuture commercialdevelopmentThe Hargraves Project is locatedapproximately 30 kilometres south-westof Mudgee in central New South Wales.

Exploration Licence 6996 (277 squarekilometres, Hill End Gold 100%) coversmultiple parallel gold-mineralisedstructures with historical gold productionin addition to the main Big Nugget Hillstructure. Extensive drilling by theCompany has defined a gold resource inthe Big Nugget Hill Deposit. Activities arecurrently focused on increasing resourcesand preparing a mining plan for possiblefuture commercial development.

The current resource estimate for theBig Nugget Hill Deposit is 245,000contained ounces of gold:

3 Indicated Resource1,262,000 tonnes at 3.5 g/t goldfor 143,000 contained ounces

3 Inferred Resource1,594,000 tonnes at 2.0 g/t goldfor 102,000 contained ounces

Pre-development studies incorporatingboth Indicated and Inferred Resourcesare continuing and no developmentdecision has been made. Preliminaryopen pit designs using a base case goldprice of A$1,450/oz indicate that theHargraves Project would produceapproximately 1.2 Mt of ore at 2.9 g/tgold (100,000 oz). Mining at 300,000tonnes per year would produce 25,000ounces annually. The total waste to oreratio would be approximately 11:1 overthe life of these open pits.

Metallurgical test work has indicatedthat the Big Nugget Hill Deposit hasexcellent processing characteristics andit is likely that a low-cost processingplant could achieve high gold recovery.The test work confirms that ore grindingto a relatively coarse grainsize (80%passing 0.5 mm) followed by simplegravity treatment would provideexcellent gold recovery of approximately85–90% with the grade of gravitytailings less than 0.15 g/t gold.

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Process design studies indicate theprocessing circuit can be built at a verylow capital cost. As neither whole oreflotation nor cyanidation is required,capital costs and operating costs aresignificantly reduced and any potentialenvironmental impacts are minimised.

Further drilling of the Big Nugget HillDeposit is planned to follow up targetsdefined by detailed structural modellingto increase the resources.

Background environmental data, includ -ing air quality, water quality and weathermonitoring continues. Environmental andheritage studies have been completed.At this stage there are no environmentalor heritage concerns that cannot bemanaged as planning proceeds.

A layout and design for the Projectprocessing plant has been completedwhich includes the location for ore

stockpile, crushing, milling, gravityseparation and administration buildings.

Pre-development Studies are continuing.It is intended that a Conceptual ProjectDevelopment Plan (CPDP) will besubmitted to the NSW Department ofTrade, Investment, Resources & Energyto initiate the process for an applicationfor a Mining Lease. The draft CPDPcurrently includes two proposed openpits to be developed on the Big NuggetHill Deposit.

Regional exploration has concentratedon the Meroo Trend, a six kilometre longzone parallel to the Big Nugget Hillstructure that contains several historicmine workings including the Eldorado,Hampden Hill, Homeward Bound andGreat Western workings.

At Homeward Bound, which is threekilometres north of the Big Nugget Hill

Hill End Gold Limited / 2013 Annual Report / Managing Director’s Report

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Deposit, geological mapping, rockchipsampling and a multi-element XRF soilgeochemical survey by Hill End Goldhave defined a target that warrants drilltesting. Approvals have been receivedfor an initial diamond drilling programand access consent has been obtained.

Continue a ScopingStudy at the Hill EndProject to evaluatedevelopmentopportunitiesThe Hill End Project is located approx -imately 50 kilometres north of Bathurstin central New South Wales. The Projectincludes Exploration Licence 5868 (87square kilometres), Exploration Licence7014 (0.6 square kilometres), tenseparate Mining Leases and one GoldLease (Lease area of 0.4 squarekilometres).

The Company has a 100% beneficialinterest in its Hill End tenements, while a portion of the ground now encom -passed by Exploration Licence 5868 is subject to a reduction to 85% if an‘economic feasibility study’ is completedby the Company, and First TiffanyResource Corporation, if it establishesthat it continues to hold a right againstthe Company to do so, contributes atthe 15% level.

The current resource estimate for theReward Deposit is 246,800 containedounces of gold:

3 Measured Resource77,400 tonnes at 11.3 g/t gold for28,100 contained ounces

3 Indicated Resource180,400 tonnes at 6.5 g/t gold for37,700 contained ounces

3 Inferred Resource642,200 tonnes at 8.8 g/t gold for181,000 contained ounces

7

Hill End Gold Limited / 2013 Annual Report / Managing Director’s Report

8

A Scoping Study is being undertaken to examine the potential for a miningproject based on the Reward Deposit,potential extensions to the Rewarddeposit, the Red Hill Deposit andpotentially other nearby prospectsincluding Mares Nest and ChambersCreek.

The Red Hill Deposit is located approx -imately four kilometres north of theReward Deposit. In 2008 the Companyannounced an Inferred Resource of849,300 tonnes at 3.3 g/t gold for atotal of 89,200 contained ounces ofgold.

The Mares Nest Prospect, located fourkilometres south of the Reward Deposit,covers historical workings within a 150 m wide zone extending over fourkilometres. Samples of exposed quartzvein and quartz vein mullock fromhistoric mines along the four kilometrestrike length returned an average assayof 3.1 g/t gold with the best individualresults of 43.8 g/t gold and 13.9 g/tgold. A 1.7 kilometre strike drill targethas been identified following themapping and geochemical surveys andapprovals and consents have beenobtained for a planned drilling program.

Advance Exploration of the Company’s otherAustralian ExplorationProjectsThe Company will advance its othercurrent exploration projects in a low-priority, cost-effective manner.

The Willandra Project (ExplorationLicence 7967, Hill End Gold 100%) covers 86 square kilometres of theeastern Lachlan Fold Belt approximately40 kilometres east of Hill End in centralNew South Wales. Soil geochemicalsurveys by a previous explorer identified

a 1.5 kilometres long gold-arsenicanomaly near the contact of Ordovicianage Sofala Volcanics. The peak gold-in-soil value of 0.145 g/t gold is supportedby rock chip values up to 6.2 g/t gold.The Company is exploring for fault-related stockwork gold mineralisationand expects to developdrilling targets

based on mapping, geochemistry andmagnetic features.

The Eurongilly Project (ExplorationLicence 7992, Hill End Gold 100%) of 62 square kilometres is locatedapproximately 16 kilometres east

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of Junee, New South Wales. It is locatednear a major NW-striking fault (GilmoreSuture) that is associated with a numberof mineral deposits in a belt extendingfrom Adelong to West Wyalong.

Drilling by previous explorers identifiedan area near surface of approximately400 by 250 metres that returnednumerous gold-copper mineralisedintersections including:

3 6 m at 0.16 g/t gold and 1.60%copper from 54 m


3 22 m at 0.27 g/t gold and 0.05%copper from surface


Hill End Gold plans to test the projectarea for large scale disseminated gold-copper mineralisation.

Applications are underway on otherproject areas of high potential inproximity to the Company’s Hill End /Hargraves projects and in other areas.

Identify and AcquireDirect and IndirectInterests in AttractiveGold Exploration andDevelopmentsworldwide In August 2013, the Company announcedan initial strategic investment in ASXlisted Bassari Resources Limited, that hasgold projects in Senegal. Consistent withthis investment strategy and using theextensive experience of the Managementand the Board in exploration, develop -ment and mining, the Company mayidentify and make additional acquisitionsin attractive gold projects in selectivecountries worldwide to add to share -holder value. Interests may be acquireddirectly in projects, or indirectly throughacquisition of shareholdings in theprojects’ owners.

Competent Persons’ Statement The information in this report that relates to Reward and Red Hill Mineral Resources is based on information reviewed by Philip Bruce, for Hargraves Mineral Resources and for Exploration results is based on information reviewed by Stuart Munroeand Philip Bruce. Dr Munroe is a Member of the Australasian Institute of Mining and Metallurgy and Mr Bruce is a Fellow of the Australasian Institute of Mining and Metallurgy and both are full-time employees of HEG. Dr Munroe and Mr Bruce havesufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activitywhich they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code forReporting of Exploration Results, Mineral Resources and Ore Reserves’ (The JORC Code). Dr Munroe and Mr Bruce consent to the inclusion of the matters based on their information in the form and context in which it appears.

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for the year ended 30 June 2013

Resource Summary

HEG Resource SummaryGrade Contained

Tonnes g/t gold gold oz

Hargraves

Big Nugget Hill Indicated 1,262,000 3.5 143,000

Inferred 1,594,000 2.0 102,000

Sub-total 2,856,000 2.7 245,000

Hill End

Hawkins Hill – Reward Measured 77,400 11.3 28,100

Indicated 180,400 6.5 37,700

Inferred 642,200 8.8 181,000

Sub-total 900,000 8.6 246,800

Red Hill Inferred 849,000 3.3 89,200

All Projects TOTAL 4,605,000 3.9 581,000

Cut off grades:Big Nugget Hill 0.5 g/t gold per block and inverse distance squared grade interpolation.

Reward 1 g/t gold over minimum horizontal width of 1.1 metre and an inverse distance squared grade interpolation.

Red Hill 1 g/t gold over minimum horizontal width of 0.8 metre.

Big Nugget Hill estimate dated October 2011 and April 2013; Hawkins Hill – Reward dated November 2010; Red Hill dated October 2009.

Numbers include insignificant rounding errors.

The Directors present their report on the Company for theyear ended 30 June 2013.

DIRECTORSThe Directors of Hill End Gold Limited during the financial yearand until the date of this report are:

3 Denis Edmund Clarke (Chairman)

3 Philip Francis Bruce (Managing Director)

3 Graham Charles Reveleigh (Non-Executive Director)

3 Bruce Geoffrey Thomas (Non-Executive Director)

3 Ian Cunynghame Daymond (Non-Executive Director)

3 Quah Su-Yin (Non-Executive Director)

PRINCIPAL ACTIVITIESThe principal activities of the Company during the financial yearwere the continuing exploration for gold in the Hill End andHargraves project areas and the assessment of resourcesacquisition opportunities with significant potential.

There were no significant changes in the nature of the principalactivities during the year.

RESULTSThe Company incurred a pre-tax operating loss of $5,635,642(2012: loss $2,880,926). This result comprised:

3 a loss of $449,461 at the Hill End site due to administrationand depreciation of site plant and equipment;

3 net corporate overheads of $1,081,720;

3 exploration expenditure written off $42,087; and

3 impairment of development properties of $4,062,374.

DIVIDENDSNo dividend has been paid since the end of the previousfinancial year and no dividend is recommended for the currentyear (2012 – nil).

FINANCIAL POSITIONThe net assets of the Company have decreased by $5,548,245being the net of:

3 a net increase in capital and reserves of $87,397; and

3 the operating loss for the year of $5,635,642.

The capital structure of the Company is currently:

3 855,526,036 fully paid ordinary shares (HEG);

3 22,080,000 options exercisable at 10 cents per share up to16 May 2014;

3 35,000,000 unlisted director options exercisable at 5 centsper share up to 29 November 2017.

REVIEW OF OPERATIONSDuring the year the Company continued exploration drilling and other activities on its tenements in New South Wales andassessed many acquisition opportunities in Australia andoverseas.

HargravesResource extension drilling and pre-development studies con -tinued for the Hargraves Gold Project Big Nugget Hill Deposit.Diamond drilling extended the deposit approximately 500m tothe north and identified multiple shallow zones of mineralisation,which remain open to the north.

The resource estimate for the Northern Zone was completed for650,000 tonnes at 1.1g/t and containing 24,000 ounces.

Pit optimisation studies at a gold price of $1450/oz indicatedthat two open pits would produce 1.2Mt of ore at 2.9g/t.

Metallurgical test work confirmed that a simple low cost gravityplant would recover approximately 90% of the gold at arelatively coarse grind size of P800.5mm.

Environmental and social impact studies were undertaken aspart of the preparation of the Conceptual Project DevelopmentPlan for presentation to the NSW Department of Trade, Invest -ment, Resources & Energy to obtain a Mining Lease over theHargraves Gold Project.

Big Nugget Hill Resource estimate (as at 30 April 2013):

Indicated Resources 1,262,000 tonnes at 3.5 g/t gold for 143,000 contained ounces

Inferred Resources 1,594,000 tonnes at 2.0 g/t gold for 102,000 contained ounces

Total Contained Ounces 245,000 ounces

Regional exploration in the Hargraves area has been under -taken on the Meroo Trend, a six kilometre long mineralisedzone that is parallel to the Big Nugget Hill structure and locatedapproximately one kilometre to the east. Four centres of oldworkings have been located along the Meroo Trend: Eldorado,Hampden Hill, Homeward Bound and Great Western. Fieldmapping and soil sampling using a handheld XRF analyser haveidentified a large mineralised area at Homeward Bound of over600m strike by 80-120m width and a drill program and landaccess approvals were prepared in order to test the prospect.

Hill End AreaFurther assessment of shallow mineralisation in the Hill Endarea was undertaken on the Reward Deposit, on adjacentmineralisation along strike from the Reward Deposit, at MaresNest, which is located about four kilometres south of theReward deposit, and at Willandra, which is located about 40kmto the east of Hill End.

Soil sampling and mapping of the Mares Nest prospect success -fully outlined a mineralised zone of near two kilometres strikelength with workings over a width of up to 150m. A drilling

Directors' Report

11

program and land access approval have been prepared forMares Nest.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There were no significant changes in the state of affairs in theCompany during the year.

SUBSEQUENT EVENTSThe Company has raised $1.36 million by the placement of170,000,000 ordinary shares to a private investor. The fundswere subscribed in two tranches, $1,000,000 on 5 August 2013and $360,000 on 5 September 2013.

On 19 August 2013, the Company announced an investment of $0.8M in Bassari Resources Limited (ASX:BSR) to obtain 13%equity. BSR has gold projects in Senegal with 11.9Mt at 2.6g/tdelineated in a single deposit located in the +55Moz Kedougou-Kenieba Inlier of the Birimian Gold Belt.

LIKELY DEVELOPMENTS AND RESULTSThe Company plans to continue exploration at both Hill End and at Hargraves and to assess further resources acquisitionopportunities and any discussion deemed appropriate regardinglikely developments and results will be outlined in the 2013Annual Report.

ENVIRONMENTAL ISSUESThe Hill End Project Area is located on mineral tenements issuedby the Department of Primary Industry – Minerals and theReward Project operates under an environmental licence issuedby the Environmental Protection Authority. The conditions ofthese tenements and licences require the preparation of environ -mental reports, monitoring and ongoing rehabilitation forexploration and mining activities. The Company has statutoryobligations to protect the environment in which it is exploringand operating. During the reporting period the Company did notfail to meet its obligations pursuant to any environmentallegislation.

INFORMATION ON DIRECTORSDENIS EDMUND CLARKEB.Sc., B.A., Ph. D. (Geology), FAusIMM Chairman (Non-Executive)Appointed 25 February 2010

Dr Clarke has a Ph.D. (Geology) from Stanford University andhas over forty years experience in senior technical, financial andcorporate positions in the mining and exploration industry inAustralia and overseas. He played a significant role in theextraordinary growth of Plutonic Resources Limited, whichdeveloped into one of Australia’s largest gold producers with up to seven operating mines and a market capitalisation of over A$1 billion before being absorbed by Homestake MiningCompany. At Plutonic, he successively managed the ExplorationDivision, the Finance and Administration Division and theCorporate Division and, prior to joining Plutonic, he spent 10 years in exploration with the Rio Tinto subsidiary, Rio AlgomLimited, mostly in Canada.

Other public company directorships held during past 3 years:

3 BCD Resources NL

3 Cullen Resources Limited

3 Signature Metals Limited

3 Anglo Australian Resources NL

3 Troy Resources NL

PHILIP FRANCIS BRUCEB.E. (Mining) (Hons) FAusIMMManaging DirectorAppointed 10 October 2001

Mr Bruce has over thirty years mining industry experience inAustralia, South Africa and Indonesia in gold, platinum and basemetals operations and senior corporate management. He wasthe CEO of PT BHP Indonesia and has been a director of BukaMinerals Limited, Ausmelt Limited and Managing Director ofTriako Resources Limited. As the General Manager –Development for Plutonic Resources Limited, he was respon siblefor the technical aspects of the acquisition and develop ment ofmining projects during the growth of the company from $35million to over $1 billion market capitalisation. Mr Bruce wasappointed Managing Director of the Company on 1 July 2004.


3 Latrobe Magnesium Limited

3 Archean Star Inc.

3 Bassari Resources Limited

3 Brimstone Resources Limited

GRAHAM CHARLES REVELEIGHM.Sc., MAusIMM, CPMan, MCIMMNon-Executive DirectorAppointed 1 February 1996

Mr Reveleigh has wide experience in the mining industry,covering exploration, development, construction and mineoperations including Mine Manager at Noble’s Nob, where heran the operations for seven years. He has worked as a consult -ant on numerous projects both in Australia and overseas suchas at Hill End in New South Wales, Red Dome in Queensland andas Project Manager at the Moline Gold Mine in the NorthernTerritory, at Gold Ridge in the Solomon Islands and as part ofthe Kennecott team at Lihir and in other assignments in thePhilippines, New Caledonia, Siberia and most States in Australia.He was the Site Manager for Nugget Resources Inc at Hill EndNSW since the commencement of the project, and for fouryears was Managing Director of the Company.


3 Peninsula Resources Inc.

3 Gulf Mines Limited

3 Bounty Oil & Gas NL

BRUCE GEOFFREY THOMAS CANon-Executive DirectorAppointed 22 February 2005

Mr Thomas is a Chartered Accountant, a Chartered Secretaryand an Associate of the Securities Institute of Australia. Mr Thomas has substantial experience in capital markets and funds management.


Nil

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Hill End Gold Limited / 2013 Annual Report / Directors’ Report

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IAN CUNYNGHAME DAYMOND B.A. LL.B.Non-Executive DirectorAppointed 8 September 2008

Ian practises as a solicitor and a consultant in mining andresources. He has spent most of his career as a senior in-houselawyer in significant mining and exploration companies inAustralia (WMC, Hunter Resources and Delta Gold) or as anexternal lawyer. Ian was general counsel and companysecretary for over 11 years at Delta Gold until 2001 and waspart of the senior management team responsible for thegrowth of Delta Gold from a small exploration company intoone of the largest gold producers in Australia. He returned toprivate practice in Sydney specialising in mining and resourceswith a strong emphasis on gold and base metal exploration andmining. He was appointed as the Honorary Consul for theRepublic of Botswana in New South Wales in May 2007.

Other public company director7ships held during past 3 years:

3 ASX listed ActivEX Ltd

QUAH SU-YINNon-Executive DirectorAppointed 17 May 2012

Ms Quah Su-Yin is Chief Executive Officer and Executive Directorof ISR Capital Limited and Infiniti Asset Management Pte Ltd. Ms Quah holds a Master of Business Administration from theAustralian Graduate School of Management (AGSM), Bachelor of Laws and Bachelor of Economics degrees from the Universityof Adelaide and a Graduate Diploma in Legal Practice from theUniversity of South Australia. She was admitted as a legalpractitioner to the Supreme Court of South Australia and anadvocate and a solicitor of the Malaysian Bar.


3 ISR Capital Ltd

3 Asiasons WFG Financial Ltd

COMPANY SECRETARYKEVIN LYNNB.Bus, CA, FAIDC, MAppFin (Securities Institute)

Mr Lynn is a Chartered Accountant. He was appointed asCompany Secretary of the Company in October 2001.

REMUNERATION REPORTThe remuneration policy of Hill End Gold Limited has beendesigned to align director and executive objectives with share -holder and business objectives by providing a fixed remunerationcomponent, performance based component and share options.

The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, wasdeveloped by the Board. All executives receive a base salary(which is based on factors such as length of service andexperience) and superannuation. The Board reviews executivepackages annually.

The Board may exercise discretion in relation to approvingincentives, bonuses and options. The policy is designed toattract high calibre executives and reward them forperformance that results in long term growth in shareholderwealth. Executives are also entitled to participate in theemployee option arrangements.

The executive directors and executives receive a super -annuation guarantee contribution required by law, which iscurrently 9.25%, and do not receive any other retirementbenefits.

All remuneration paid to directors and executives is valued atthe cost to the Company and expensed. Options are valuedusing the Black Scholes methodology.

The Board policy is to remunerate non-executive directors atmarket rates for comparable companies for time, commitmentand responsibilities. The Board determines payments to thenon-executive directors and reviews their remunerationannually, based on market practice, duties and accountability.Independent external advice is sought when required. Themaximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at theAnnual General Meeting (currently $250,000). Fees for non-executive directors are not linked to the performance of theCompany. However, to align directors’ interests with share -holder interests, the directors are encouraged to hold shares inthe Company and are eligible to participate in employee optionplans, subject to prior shareholder approval.

Performance based remunerationThe Company currently has a performance based remunerationcomponent built into the Managing Director’s executiveremuneration package.

Company performance, shareholder wealth and directors’ and executives’ remunerationThe remuneration policy endeavours to align the interests ofshareholders and directors and executives, which is facilitatedwith shareholder approval through the issue of options todirectors and executives.

For details of directors’ and executives’ interests in options atyear end, refer to note 18 of the Financial Statements.

Service AgreementsAn Executive Service Agreement was executed with Mr PhilipBruce on 21 September 2012. The base salary under theagreement is currently $298,163 and will be reviewed annually.Contributions to a complying superannuation fund will be madeat the prevailing Superannuation Guarantee levy rate times thebase salary. The following termination provisions apply:

(a) the Company may terminate the agreement by givingtwelve months notice;

(b) Mr Bruce may terminate the agreement by giving threemonths notice;

(c) the Company may terminate the agreement without noticeunder certain specified circumstances as is usual in suchservice agreements;

(d) In the case of redundancy the National Employment Stan -dards will apply. Any amount payable under a redun dancywill be absorbed into any amount paid in lieu of notice.

There are no other service agreements.

Remuneration of directors and keymanagementThe Remuneration Committee is responsible for makingrecommendations to the Board on remuneration policiesapplicable to Board members and senior officers of the

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Company. The Board’s remuneration policy is to ensure theremuneration level properly reflects the person’s duties andresponsibilities and that remuneration is competitive inattracting, retaining and motivating people of the highestquality.

The Company has not employed any executive officers, otherthan directors, who were involved in, concerned in, or whotook part in the management of the Company’s affairs. Detailsof the nature and amount of the remuneration of each directorof the Company are set out below:

ShortTerm

Benefits

Equity SettledShare BasedPayments TOTAL

PostEmployment

Salary, Fees Super-& Commissions annuation Options

$ $ $ $

YEAR ENDED 30 JUNE 2013D. Clarke 50,000 4,500 20,927 75,427

P.F. Bruce 298,164 26,836 41,854 366,854

B.G. Thomas 40,000 3,600 6,540 50,140

G.C. Reveleigh 50,000 4,500 6,540 61,040

I.C. Daymond 40,000 3,600 9,156 52,756

S-Y Quah 40,000 – 6,540 46,540

YEAR ENDED 30 JUNE 2012D. Clarke 50,000 4,500 – 54,500

P.F. Bruce 298,164 26,836 – 325,000

B.G. Thomas 40,000 3,600 – 43,600

G.C. Reveleigh 50,000 4,500 – 54,500

I.C. Daymond 40,000 3,600 – 43,600

S-Y Quah – – – –

R Chan – – – –

I.N.S. Sloan 10,000 900 – 10,900

Only the Company Secretary, Kevin Lynn is classified as a named executive for the current reporting period. Mr Philip Bruce is anexecutive director of the Company and is included in table above.

YEAR ENDED 30 JUNE 2013K.M. Lynn 60,000 – – 60,000

YEAR ENDED 30 JUNE 2012K.M. Lynn 60,000 – – 60,000

Options granted as part of remuneration During the year 35,000,000 options were granted to directors following shareholder approval at the 2012 Annual General Meeting.These options are exercisable at 5 cents per share at any time up to 29 November 2017 (2012, nil). For full details of directors andexecutives interests in options at year end, refer to note 18 of the Financial Statements.

Directors’ Share and Option HoldingsShares and options held by directors at the date of this report are as follows:

OptionsExercisable by29 November

2017

Fully PaidOrdinary Shares

D. Clarke – 8,000,000

P. Bruce 6,138,472 16,000,000

G. Reveleigh 6,463,072 2,500,000

B. Thomas 16,000,000 2,500,000

I. Daymond 100,000 3,500,000

S-Y Quah – 2,500,000

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Performance Income as a proportion of total remunerationNo performance based bonuses have been paid to executivedirectors and executives during the financial year.

Share Options

Options issued in the current financial year35,000,000 director options were issued during the year.5,750,000 director options exercisable at 20 cents per share atany time up to 22 November 2012 expired unexercised.

Total outstanding options at the date of this reportThe following options are outstanding at the date of this report.

Director OptionsExercisable at 5 cents on or before 29 November 2017 35,000,000

Listed OptionsExercisable at 10 cents on or before 16 May 2014 22,080,000

Total options on issue 57,080,000

CORPORATE GOVERNANCEIn recognising the need for the highest standards of corporatebehaviour and accountability, the directors support and haveadhered to the principles of corporate governance.

NON-AUDIT SERVICESThe Company may choose to engage the services of its auditor,Crowe Horwath Sydney, on other assignments in addition totheir statutory audit duties where the firm’s expertise andexperience with the Company are beneficial.

The Board of Directors has considered the level and nature of non-audit services provided by the auditor during the yearand, in accordance with the advice received from the AuditCommittee, is satisfied that the provision of the non-auditservices is compatible with the general standard of indepen -dence for auditors imposed by the Corporations Act 2001.

The directors are satisfied that the nature and scope of eachtype of non-audit service provided by the auditor did notcompromise the auditor independence requirements of theCorporations Act 2001.

Details of the amounts paid or payable to the auditor for auditand non-audit services provided during the year are set out inthe table following. No non-audit services were provided.

Audit Committee Remuneration CommitteeBoard Meetings

Eligible Attended Eligible Attended Eligible Attended

D. Clarke 6 6 2 2 2 2

P.F. Bruce 6 6 – – – –

B.G. Thomas 6 6 2 2 2 2

G.C. Reveleigh 6 5 2 2 – –

I.C. Daymond 6 6 – – 2 2

S-Y Quah 6 6 – – – –

DIRECTORS’ AND OFFICERS’INDEMNIFICATIONDuring the financial year Hill End Gold Limited established aDirectors and Officers insurance policy. The Directors have notincluded details of the nature of the liabilities covered or theamount of the premium paid in respect of the Directors’ andOfficers’ liability as such disclosures are prohibited under theterms of the contract.

The Company has agreed to indemnify and keep indemnifiedthe directors and officers of the Company against all liabilitiesincurred by the directors or officers as a director or officer ofthe Company and all legal expenses incurred by the directors or officers as a director or officer of the Company.

The indemnity only applies to the extent and in the amount thatthe directors or officers are not indemnified under any otherindemnity, including an indemnity contained in any insurancepolicy taken out by the Company, under the general law orotherwise.

The indemnity does not extend to any liability:

3 to the Company or a related body corporate of theCompany; or

3 arising out of conduct of the directors or officers involvinga lack of good faith; or

3 which was incurred prior to 1 February 1996 and which is in respect of any negligence, default, breach of duty orbreach of trust of which the directors or officers may beguilty in relation to the Company or related bodycorporate.

Meetings of Directors The following table sets out the number of meetings of theDirectors during the year ended 30 June 2013 and the numberof meetings attended by each Director.

2013

2009

2012

$ $

Audit services:

Remuneration for audit and review of financial reports under the Corporations Act 2001 67,600 66,550

Other assurance services: – –

Total auditor’s remuneration 67,600 66,550

16


PROCEEDINGS ON BEHALF OF COMPANYProceedings were commenced by the Company in 2005 in the Supreme Court of NSW seeking to clarify the ownershipinterests of the Company and First Tiffany Resource Corp(Tiffany) in relation to some mining tenements which theCompany holds at Hill End, NSW. The Company had assertedthat Tiffany had no interest since it had failed to contribute 15%of costs for development of the Reward Project after receiving a feasibility study from the Company for the project in 2003.Tiffany had continued to claim it had a 15% “free carried”interest in those tenements.

The matter was heard by the Court and the Court confirmedthe Company’s minimum 85% ownership of the Hill Endtenements encompassed by the area of the original EL 2037,which covered the area from the Turon River in the south toRed Hill in the north.

On appeal to the NSW Court of Appeal by the Company seekingfurther clarification, the Court of Appeal held that the type offeasibility study required to be provided by the Company toenable Tiffany to participate in the development of theproperties was an “economic feasibility study” conforming tothe requirements for such a study as understood in Canada in1983, and a failure to contribute by Tiffany on receipt of thisstudy would have the consequence of the loss or forfeiture ofits interest.

The Court of Appeal dismissed the appeal with costs. Two costsorders had been made in favour of the Company in the lowerCourt proceedings on interlocutory applications and theseamounts will be offset against the appeal costs when assessed.

The result is that the Company has a 100% beneficial interest in its Hill End tenements, while a portion of the ground nowencompassed by EL 5868 is subject to a reduction to 85% if an“economic feasibility study” is completed by the Company, andTiffany, if it establishes that it continues to hold a right againstthe Company to do so, contributes at the 15% level.

Costs for the parties were assessed in May and July 2013 andeach has been submitted to a Review Panel for a review of thedetermination by the costs assessor. An accrual of $400,000has been made in the Company’s financial statements.

AUDITOR’S DECLARATIONA copy of the auditor’s independence declaration as requiredunder Section 307C of the Corporations Act is set out on page17 and forms part of the Directors’ Report.

This report is made in accordance with a resolution of thedirectors.

DENIS CLARKE PHILIP BRUCEChairman Managing Director

13 September 2013

17

Auditor’s IndependenceDeclarationUnder Section 307C of the Corporations Act 2001

Board of DirectorsHill End Gold Limited3 Spring StreetSydney NSW 2000

13 September 2013

Dear Directors

Hill End Gold LimitedIn accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Hill End Gold Limited.

As lead audit principal for the audit of the financial statements of Hill End Gold Limited for the financial period ended30 June 2013, I declare that to the best of my knowledge and belief, that there have been no contraventions of:

(i) the auditor’s independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii) any applicable code of professional conduct in relation to the audit.

CROWE HORWATH SYDNEY

Ash PatherPartner

Crowe Horwath Sydney Pty Ltd is a member of Crowe Horwath International, a Swiss verein.Each member firm of Crowe Horwath is a separate and independent legal entity.

Crowe Horwath SydneyABN 97 895 683 573Member Crowe Horwath International

Level 15 1 O’Connell StreetSydney NSW 2000 AustraliaTel: +61 2 9262 2155Fax: +61 2 9262 2190www.crowehorwath.com.au

A WHK Group Firm

Statement ofComprehensive Incomefor the year ended 30 June 2013

18

2013

2009

2012

$ $Notes

Revenue 2 – –

Cost of Sales – –

Gross loss – –

Other income 234,067 259,683

Other expenses (533,958) (837,544)

Administrative costs (1,348,914) (2,143,510)

Impairment of mining property (4,062,374) (262,328)

Operating loss 3 (5,711,179) (2,983,699)

Finance revenue 2 77,120 104,456

Finance costs (1,583) (1,683)

Loss before income tax (5,635,642) (2,880,926)

Income tax expense 4 – –

Loss for the year (5,635,642) (2,880,926)

Other comprehensive income – –

Total comprehensive loss for the year net of tax (5,635,642) (2,880,926)

Cents Cents

Basic loss per share 25 (0.8) (0.6)

Diluted loss per share 25 (0.8) (0.6)

The accompanying notes form an integral part of these financial statements.

19

Statement ofFinancial Positionas at 30 June 2013

2013

2009

2012

$ $Notes

CURRENT ASSETS

Cash and cash equivalents 5 859,739 3,892,961

Receivables 6 60,413 85,429

Inventories 7 15,224 23,049

Total Current Assets 935,376 4,001,439

Non-Current Assets

Other financial assets 8 503,863 485,113

Mining property 9 8,000,000 12,000,000

Deferred exploration & development costs 10 12,857,613 11,298,935

Property plant & equipment 11 1,398,633 1,647,966

Total Non-Current Assets 22,760,109 25,432,014

Total Assets 23,695,485 29,433,453

CURRENT LIABILITIES

Payables 12 607,282 747,038

Provisions 13 210,892 137,685

Total Current Liabilities 818,174 884,723

Non Current Liabilities

Provisions 13 3,480 51,222

Other 14 146,062 221,494

Total Non Current Liabilities 149,542 272,716

Total Liabilities 967,716 1,157,439

NET ASSETS 22,727,769 28,276,014

EQUITY

Contributed equity 15 71,594,048 71,419,958

Reserves 16 91,557 178,250

Accumulated losses (48,957,836) (43,322,194)

Total Equity 22,727,769 28,276,014


Statement ofChanges in Equityfor the year ended 30 June 2013

20

AccumulatedLosses

OrdinaryShares

2009

Total

$ $ $ $

Balance at 30 June 2011 66,825,553 178,250 (40,441,268) 26,562,535

Loss attributable to members of the company – – (2,880,926) (2,880,926)

Shares Issued during the year 4,594,405 – – 4,594,405

Balance at 30 June 2012 71,419,958 178,250 (43,322,194) 28,276,014

Loss attributable to members of the company – – (5,635,642) (5,635,642)

Shares issued during the year (4,160) – – (4,160)

Options issued during the year – 91,557 – 91,557

Transfer from Share based Payment Reserve to Share capital 178,250 (178,250) – –

Balance at 30 June 2013 71,594,048 91,557 (48,957,836) 22,727,769


Share BasedPaymentReserve

21

Statement of Cash Flowsfor the year ended 30 June 2013

2013

2009

2012

$ $Notes

Cash Flows From Operating Activities

Receipts from sales – –

Interest received 74,985 92,859

Other income 427,647 259,683

Payments to suppliers and employees (1,755,936) (2,247,857)

Net cash outflows from operating activities 22(b) (1,253,304) (1,895,315)

Cash Flows From Investing Activities

Refunds/(Payments) for exploration bonds (18,750) 55,659

Purchases of property, plant & equipment (21,437) (42,028)

Proceeds from fixed asset disposal 3,000 –

Mining Property (137,807) (198,052)

Payments for exploration expenditure (1,600,764) (1,645,454)

Net cash outflows from investing activities (1,775,758) (1,829,875)

Cash Flows From Financing Activities

Cost of issue of shares (4,160) 4,594,405

Net cash inflows from financing activities (4,160) 4,594,405

Net increase/(decrease) in Cash Held (3,033,222) 869,215

Cash at the Beginning of the Financial Year 3,892,961 3,023,746

Cash at the End of the Financial Year 22(a) 859,739 3,892,961


Notes to the Financial Statementsfor the year ended 30 June 2013

22

1. STATEMENT OF SIGNIFICANTACCOUNTING POLICIES

(a) Reporting EntityHill End Gold Limited (the “Company”) is a public companydomiciled in Australia. The financial report covers Hill End GoldLimited as an individual entity.

The Company primarily is involved in the exploration forminerals in Australia.

(b) Basis of PreparationThe financial report is a general purpose financial report thathas been prepared in accordance with Australian AccountingStandards, Australian Accounting Interpretations, other authori -tative pronouncements of the Australian Accounting StandardsBoard and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial reportcontaining relevant and reliable information about transactions,events and conditions. Compliance with Australian AccountingStandards ensures that the financial statements and notes alsocomply with International Financial Reporting Standards.Material accounting policies adopted in the preparation of thisfinancial report are presented below and have been consistentlyapplied unless otherwise stated.

The financial report has been prepared on an accruals basis andis based on historical costs, modified, where applicable, by themeasurement at fair value of selected non-current assets,financial assets and financial liabilities.

(c) Exploration and Evaluation ExpenditureExploration and evaluation expenditure incurred is accumulatedin respect of each identifiable area of interest. These costs areonly carried forward to the extent that they are expected to berecouped through the successful development of an area orwhere activities in the area have not yet reached a stage, whichpermits reasonable assessment of the existence of economicallyrecoverable reserves.

Accumulated costs in relation to an abandoned area are writtenoff in full against profits in the year which the decision toabandon the area is made.

A regular review is undertaken of each area of interest todetermine the appropriateness of continuing to carry forwardcosts in relation to that area of interest.

Costs of site restoration are provided over the life of the facilityfrom where exploration commences and are included in thecosts of that stage. Site restoration costs include the dismant -ling and removal of mining plant, equipment and buildingstructure, waste removal, and rehabilitation of the site inaccordance with clauses of the mining permits. Such costs

have been determined using estimates of future costs, currentlegal requirements and technology and discounted by thecompany’s cost of capital to the present value.

Any changes in the estimates for the costs are accounted on aprospective basis. In determining the costs of site restoration,there is uncertainty regarding the nature and extent of therestoration due to community expectations and future legis -lation. Accordingly, the costs have been determined on thebasis that the restoration will be completed within one year of abandoning the site.

Exploration and evaluation assets are tested for impairmenteach year. When the facts and circumstances suggest that thecarrying amount exceeds the recoverable amount, the carryingamount is written down to its likely recoverable amount.

(d) Mining PropertyMining property represents mines that are being developed forfuture production or which are in the production phase. Whereseveral mines are to be produced through common facilities orare within the same area of interest the individual mines aremanaged and reported as a single asset.

The costs of mines in production include past exploration andevaluation costs, pre-production development costs and theongoing costs of continuing to develop reserves for productionand to expand or replace plant and equipment and anyassociated land and buildings.

Where commercial production in an area of interest hascommenced, the associated costs together with any forecastfuture capital expenditure necessary to develop proved andprobable reserves are amortised over the estimated economiclife of the mine, on a unit-of-production basis. Costs areamortised only once production begins.

Changes in factors such as estimates of proved and probablereserves that affect unit-of-production calculations do not giverise to prior year financial period adjustments and are dealtwith on a prospective basis.

(e) Financial Instruments

Recognition and Initial MeasurementFinancial instruments, incorporating financial assets andfinancial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplaceconvention.

Financial instruments are initially measured at fair value plustransactions costs where the instrument is not classified as atfair value through profit or loss. Transaction costs related toinstruments classified as at fair value through profit or loss areexpensed to profit or loss immediately. Financial instrumentsare classified and measured as set out below.

23

DerecognitionFinancial assets are derecognised where the contractual rightsto receipt of cash flows expires or the asset is transferred toanother party whereby the entity no longer has any significantcontinuing involvement in the risks and benefits associated withthe asset. Financial liabilities are derecognised where the relatedobligations are either discharged, cancelled or expire. Thedifference between the carrying value of the financial liabilityextinguished or transferred to another party and the fair valueof consideration paid, including the transfer of non-cash assetsor liabilities assumed, is recognised in profit or loss.

Classification and Subsequent Measurement

Loans and receivables

Loans and receivables are non-derivative financial assets withfixed or determinable payments that are not quoted in an activemarket and are subsequently measured at amortised cost usingthe effective interest rate method.

Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees)are subsequently measured at amortised cost using the effectiveinterest rate method.

(f) Trade creditorsA liability is recorded for goods and services prior to balancedate, whether invoiced to the Company or not. Trade creditorsare normally settled within 30 days.

(g) CashFor the purposes of the statement of cash flows, cash and cashequivalents included cash on hand and at call deposits withbanks or financial institutions, investments in money marketinstruments maturing within less than two months and net ofbank overdrafts.

(h) Net fair valueThe net fair value of cash, investments and trade creditorsapproximates their carrying value.

(i) RevenueSales revenue is recognized at the point of delivery as thiscorresponds to the transfer of significant risks and rewards ofownership of the goods, and the cessation of all involvement inthose goods.

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

Other revenue is recognised when the right to receive therevenue has been established.

(j) Income TaxThe charge for current income tax expense is based on theprofit for the year adjusted for any non-assessable or dis -allowed items. It is calculated using the tax rates that have beenenacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liabilitymethod in respect of temporary differences arising between thetax bases of assets and liabilities and their carrying amounts inthe financial statements. No deferred income tax will be

recognised from the initial recognition of an asset or liability,excluding a business combination, where there is no effect onaccounting 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 issettled. Deferred tax is credited in the income statement exceptwhere 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 isprobable that future tax profits will be available against whichdeductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in thefuture is based on the assumption that no adverse change willoccur in income taxation legislation and the anticipation that theeconomic entity will derive sufficient future assessable income toenable the benefit to be realised and comply with the conditionsof deductibility imposed by the law.

(k) Acquisitions of AssetsThe cost method of accounting is used for all acquisitions ofassets regardless of whether shares or other assets are acquired.Cost is determined as the fair value of the assets given up at thedate of acquisition plus costs incidental to the acquisition.

(l) Property, Plant and EquipmentPlant and equipment is stated at cost less accumulateddepreciation and any accumulated impairment losses. Such costincludes the cost of replacing parts that are eligible for capital is -ation when the cost of replacing the parts is incurred. Similarly,when each major inspection is performed, its cost is recognisedin the carrying amount of the plant and equipment as areplacement only if it is eligible for capitalisation.

The depreciation rates used are as follows:

Plant and equipment 20–25% straight line

Office furniture and equipment 25–331/3% straight line

Motor vehicles 331/3% straight line

The assets’ residual values, useful lives and amortisationmethods are reviewed, and adjusted if appropriate, at eachfinancial year end.

Impairment

The carrying values of plant and equipment are reviewed forimpairment at each reporting date with the recoverable amountbeing estimated when events or changes in circumstancesindicate that the carrying value may be impaired.

The recoverable amount of plant and equipment is the higherof fair value less costs to sell and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific to the asset.

For an asset that does not generate largely independent cash flows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset’svalue in use can be estimated to be close to its fair value.

An impairment exists when the carrying amount of an asset or cash-generating units exceeds its estimated recoverableamount. The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment,impairment losses are recognised in the income statement.

24

Hill End Gold Limited / 2013 Annual Report / Notes to the Financial Statements

(m) Employee EntitlementsWages, salaries and annual leave

Provision is made for the Company’s liability for employeebenefits arising from services rendered by employees to balancedate. Employee benefits that are expected to be settled within12 months have been measured at the amounts expected to bepaid when the liability is settled, plus related on-costs. Employeebenefits payable later than 12 months have been measured atthe present value of the estimated future cash outflows to bemade for those benefits.

Long Service Leave

A provision for long service leave is taken up for all employees.

Equity-settled compensation

The Company operates a number of share-based compensationplans. These include both a share option arrangement and anemployee share scheme. The bonus element over the exerciseprice of the employee services rendered in exchange for thegrant of shares and options is recognised as an expense in theincome statement. The total amount to be expensed over thevesting period is determined by reference to the fair value ofthe shares or the options granted.

Employee option plan

The establishment of the Hill End Gold Limited Employee ShareOption Plan (ESOP) was approved by shareholders at the annualgeneral meeting held on 22 November 2007. The ESOP wasdesigned to provide long term incentives for directors to deliverlong term shareholder returns.

The fair value of options granted under the ESOP is recognisedas an employee benefit expense with corresponding increase inequity. The fair value is measured at grant date. The fair valueat grant date is measured using a Black-Scholes option pricingmodel that takes into consideration the exercise price, the termof the option, the impact of dilution, and the share price atgrant date.

Upon the exercise of options, the exercise proceeds receivedare allocated to share capital and the balance of the share-based payments reserve relating to those options is transferredto share capital.

(n) ProvisionsProvisions are recognised when the Company has a legal orconstructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result andthat outflow can be reliably measured.

Rehabilitation

Provisions are made for mine rehabilitation and restoration. The present value of restoration obligations is recognized atcommencement of the mining operations where a legal andconstructive obligation exists at that time. The provision isrecognized as a non-current liability with a corresponding assetrecognized in relation to the mine site. At each reporting datethe rehabilitation liability is remeasured in line with changes indiscount rates, and timing or amount of the costs to beincurred.

The provision recognised represents management’s bestestimate of the present value of the future costs required.Significant estimates and assumptions are made in determining

the amount of restoration and rehabilitation provisions. Thoseestimates and assumptions deal with uncertainties such asrequirements of the relevant legal and regulatory restorationand rehabilitation activity.

These uncertainties may result in future actual expenditurediffering from the amounts currently provided.

The provision recognised is periodically reviewed and updatedbased on the facts and circumstances available at the time.Changes to the estimated future costs for operating sites arerecognized in the balance sheet by adjusting both the restora -tion and rehabilitation asset and provision. Such changes giverise to a change in future depreciation and financial charges.

(o) ImpairmentAt each reporting date, the Company reviews the carryingvalues of its tangible and intangible assets to determinewhether there is any indication that those assets have beenimpaired. If such an indication exists, the recoverable amount ofthe asset, being the higher of the asset’s fair value less costs tosell and value in use, is compared to the asset’s carrying value.Any excess of the asset’s carrying value over its recoverableamount is expensed to the income statement. Impairmenttesting is performed annually for intangible assets withindefinite lives.

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

(p) Intangible AssetsIntangible assets acquired in a business are initially measured atcost. Intangible assets with indefinite lives are tested for impair -ment annually either individually or at the cash-generating unitlevel. Such intangibles are not amortised. The useful life of anintangible asset with an indefinite life is reviewed each report -ing period to determine whether indefinite life assessmentcontinues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as achange in an accounting estimate and is thus accounted foron a prospective basis.

(q) Issued CapitalOrdinary shares are classified as equity. Incremental costsdirectly attributable to the issue of new shares or options areshown in equity as a deduction, net of tax, from the proceeds.Incremental costs directly attributable to the issue of newshares or options, or for the acquisition of a business, areincluded in the cost of the acquisition as part of the purchaseconsideration.

If the Company reacquires its own equity instruments (eg as the result of a share buy-back), those instruments are deductedfrom equity and the associated shares are cancelled.

No gain or loss is recognised in the profit or loss and the con -sid eration paid including any directly attributable incrementalcosts (net of income taxes) is recognised directly in equity.

(r) Goods and Services Tax (GST)Revenues, expenses and assets are recognised net of theamount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In thesecircumstances, the GST is recognised as part of the cost of

25

acquisition of the asset or as part of an item of the expense.Receivables and payables in the balance sheet are showninclusive of GST.

Cash flows are included in the Cash Flow Statement on a grossbasis and the GST component of cash flows arising from invest -ing and financing activities, which is recoverable from or payableto the Australian Taxation Office, are classified as operating cashflows.

(s) Earnings Per ShareBasic earnings per share

Basic earnings per share is determined by dividing net profitafter income tax attributable to members of the Company bythe weighted average number of ordinary shares outstandingduring the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in thedetermination of basic earnings per share to take into accountthe after income tax effect of interest and other financing costsassociated with dilutive potential ordinary shares and theweighted average number of shares assumed to have beenissued for no consideration in relation to dilutive potentialordinary shares.

(t) Comparative FiguresWhere required by Accounting Standards, comparative figureshave been adjusted to conform to changes in presentation forthe current financial year.

(u) Critical Accounting Estimates and JudgmentsThe preparation of a financial report in conformity with AustralianAccounting Standards requires management to make judgments,estimates and assumptions that effect the application of policiesand the reported amounts of assets, liabilities, revenue andexpenses.

The estimates and judgments incorporated into the financialreport are based on historical experiences and the best avail ablecurrent information on current trends and economic data,obtained both externally and within the group. The estimatesand judgements made assume a reasonable expectation offuture events but actual results may differ from these estimates.

Key Estimates

Impairment

The Company assesses impairment at each reporting date byevaluating conditions specific to the group that may lead toimpairment of assets. Where an impairment trigger exists, therecoverable amount of the asset is determined. Calculationsused to assess recoverable amounts incorporate a number ofkey estimates.

Rehabilitation

The Company is required to estimate the rehabilitation costs of its operations in the accounting policy note in paragraph (n).The estimate is based on management’s best estimate of thecost.

Estimates of reserve quantitiesThe estimated quantities of proved and probable reservesreported by the Company are integral to the calculation of

amortisation expenses and to assessments of possible impair -ment of assets. Estimated reserve quantities are based oninterpretations of geological and geophysical models andassessments of the technical feasibility and commercial viabilityof producing the reserves. These assessments require assump -tions to be made regarding future development and productioncosts. The estimates of reserves may change from period toperiod as the economic assumptions used to estimate thereserves can change from period to period, and as additionalgeological data is generated during the course of theoperations.

Key Judgments

Exploration and evaluation costs

The Company applies judgment in determining which explorationcosts should be capitalised or expensed as per the accountingpolicy in paragraph (c).

The estimates and underlying assumptions are reviewed on anongoing basis. Revisions to accounting estimates are recognisedin the period in which the estimate is revised if the revisioneffects only that period, or in the period of the revision andfuture periods if the revision affects both current and futureperiods.

(v) InventoryRaw materials and work in progress are stated at the lower ofcost and net realisable value. Cost comprises direct materials,direct labour and an appropriate proportion of variable andfixed overhead expenditure, the latter being allocated on thebasis of normal operating capacity. Net realisable value is theestimated selling price in the ordinary course of the businessless the estimated costs of completion and the estimated costsnecessary to make the sale.

(w) Going ConcernThe financial statements have been prepared on the goingconcern basis, which indicates continuity of business activitiesand the realisation of assets and settlement of liabilities in thenormal course of business.

The Company has reported cash and cash equivalent assets of $859,739 at 30 June 2013. The directors acknowledge thatcontinued exploration and development of the Company’smineral exploration properties will necessitate further capitalraisings and/or formation of joint ventures over these mineralexploration properties.

The Company remains dependent on its ability to raise capital.During the past 5 years the Company has successfully completedmultiple capital raisings and the directors are confident of beingable to raise further capital to fund continued operations.

In consideration of the above, the directors have determinedthat it is foreseeable that the Company will continue to operateas a going concern and that it is appropriate that the financialstatements be prepared on this basis.

In the event that the Company is unable to achieve the actionsnoted above, the Company may not be able to continue as agoing concern, it may be required to realise its assets atamounts different to those currently recognised, settle liabilitiesother than in the ordinary course of business and makeprovisions for other costs which may arise as a result ofcessation or curtailment of normal business operations.

26


(x) New Accounting Standards for Applicationin Future Periods

The AASB has issued a number of new and amended AccountingStandards and Interpretations that have mandatory applicationdates for future reporting periods, some of which are relevantto the Company. The Company has decided not to early adoptany of the new and amended pronouncements. The Company’sassessment of the new and amended pronounce ments that arerelevant to the Company but applicable in future reportingperiods is set out below:

Amendment to AASB 1048 Interpretation of Standards – The Standard amends AASB 1048 as a consequence of thewithdrawal of Australian Interpretation 1039 SubstantiveEnactment of Major Tax Bills in Australia (applicable for annualreporting periods commencing on or after 1 July 2013).

Consolidated Financial Statements

AASB 10 establishes a new control model that applies to all entities. It replaces parts of AASB 127 Consolidated andSeparate Financial Statements dealing with the accounting forconsolidated financial statements and UIG112 Consolidation –Special Purpose Entities.

The new control model broadens the situations when an entityis considered to be controlled by another entity and includesnew guidance for applying the model to specific situations,including when acting as a manager may give control, theimpact of potential voting rights and when holding less than amajority voting rights may give control (applicable for annualreporting periods commencing on or after 1 July 2013).

Consequential amendments were also made to this and otherStandards via AASB 2011-7 and AASB 2012-10.

Joint Arrangements

AASB 11 replaces AASB 131 Interests in Joint Ventures andUIG113 Jointly-controlled Entities – Non-monetary Contributionsby Ventures.

AASB 11 uses the principle of control in AASB 10 to define jointcontrol, and therefore the determination of whether joint controlexists may change. Instead, accounting for a joint arrangementis dependent on the nature of the rights and obligations arisingfrom the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves isaccounted for by recognising the share of those assets andobligations. Joint ventures that give the venturers a right to thenet assets is accounted for using the equity method (applicablefor annual reporting periods commencing on or after 1 July 2013).

Consequential amendments were also made to this and otherStandards via AASB 2011-7, AASB 2010-10 and amendments toAASB 128.

Disclosure of Interests in Other Entities

AASB 12 includes all disclosures relating to an entity’s interestsin subsidiaries, joint arrangements, associates and structuredentities. New disclosures have been introduced about the judg -ments made by management to determine whether controlexists, and to require summarised information about jointarrangements, associates and structured entities and sub -sidiaries with non-controlling interests (applicable for annualreporting periods commencing on or after 1 July 2013).

Fair Value Measurement

AASB 13 establishes a single source of guidance for determiningthe fair value of assets and liabilities. AASB 13 does not changewhen an entity is required to use fair value, but rather, providesguidance on how to determine fair value when fair value isrequired or permitted. Application of this definition may resultin different fair values being determined for the relevant assets.

AASB 13 also expands the disclosure requirements for all assetsor liabilities carried at fair value (applicable for annual reportingperiods commencing on or after 1 July 2013).

Consequential amendments were also made to other Standardsvia AASB 2011-8.

Employee Benefits

AASB 119. The revised Standard changes the definition of short-term employee benefits. The distinction between short-term andother long-term employee benefits is now based on whether thebenefits are expected to be settled wholly within 12 monthsafter the reporting date and can result in changes to themeasurement of some employee benefits.

It also revises the accounting for defined benefit plans. Theamendment requires that the liabilities arising from such plansare recognised in full with actuarial gains and losses beingrecognised in other comprehensive income. It also revised themethod of calculating the return on plan assets (applicable forannual reporting periods commencing on or after 1 July 2013).

Consequential amendments were also made to other Standardsvia AASB 2011-10.

Amendments to Australian Accounting Standards toRemove Individual Key Management Personnel DisclosureRequirements

AASB 2011-4. The amendment removes the requirements inAASB 124 to disclose individual KMP remuneration, equityholdings, loans, and other transactions and balances in relationto disclosing entities that are not companies (applicable forannual reporting periods commencing on or after 1 July 2013).

Amendments to Australian Accounting Standards –Disclosures – Offsetting Financial Assets and FinancialLiabilities

AASB 2012-2 principally amends AASB 7 Financial Instruments:Disclosures to require disclosure of information that will enableusers of an entity’s financial statements to evaluate the effector potential effect of netting arrangements, including rights ofset-off associated with the entity’s recognised financial assetsand recognised financial liabilities, on the entity’s financialposition (applicable for annual reporting periods commencingon or after 1 July 2013).

Amendments to Australian Accounting Standards arisingfrom Annual Improvements 2009-2011 Cycle

AASB 2012-5 makes amendments resulting from the 2009–2011Annual Improvements cycle. The Standard clarifies the following:

3 Disclosure of segment assets and liabilities in interimfinancial statements is only required where the informationis provided to the CODM and materially changed from theprevious year end.

3 Repeat application of AASB 1 is permitted.

3 Service equipment and spare parts are PPE, not inventory.

27

3 The comparative information requirements when an entityprovides a third balance sheet under AASB 101.

3 The tax effect of distributions and equity transaction costsshould be recognised in equity.

(applicable for annual reporting periods commencing on orafter 1 July 2013).

Amendments to Australian Accounting Standards –Offsetting Financial Assets and Financial Liabilities

AASB 2012-3 adds application guidance to AASB 132 FinancialInstruments: Presentation to address inconsistencies identifiedin applying some of the offsetting criteria of AASB 132,including clarifying the meaning of “currently has a legallyenforceable right of set-off” and that some gross settlementsystems may be considered equivalent to net settlement(applicable for annual reporting periods commencing on orafter 1 July 2014).

Financial Instruments

AASB 9 includes requirements for the classification andmeasurement of financial assets. It was further amended byAASB 2010-7 to reflect amendments to the accounting forfinancial liabilities.

These requirements improve and simplify the approach forclassification and measurement of financial assets comparedwith the requirements of AASB 139.

AASB 2012-6 also modifies the relief from restating priorperiods by amending AASB 7 to require additional disclosureson transition to AASB 9 in some circumstances. Consequentialamendments were also made to other standards as a result ofAASB 9, introduced by AASB 2009-11 and superseded by AASB2010-7 and 2010-10 (applicable for annual reporting periodscommencing on or after 1 July 2015).

28


2013

2009

2012

$ $

2. REVENUESales revenue

Gold – –

Silver – –

– –

Interest revenue 77,120 104,456

Other income – equipment hire – 259,683

Consulting 234,067 –

234,067 259,683

3. OPERATING LOSS Operating loss is stated after (charging)/crediting:

– Depreciation (258,195) (254,918)

– Exploration written off (42,087) (275,631)

– Impairment of mining property (4,062,374) (262,328)

4. INCOME TAX(a) Temporary Differences

Current tax – –

Deferred tax – –

Underprovision for previous years – –

Total – –

(b) Reconciliation of income tax expense to prima facie tax payable

Operating loss before income tax (5,635,642) (2,880,926)

Prima facie income tax benefit at 30% on operating loss 1,690,693 864,278

Add tax effect of:

Tax losses and temporary differences not recognised (1,714,629) (981,854)

Non temporary differences (93,890) –

Under overprovision for prior years – –

Equity raising costs debited to equity 117,826 117,576

Income tax attributable to operating loss – –

Directors are of the view that there is insufficient probability that the Company and its subsidiaries will derive sufficient income in the foreseeable future to justify booking the tax losses and temporary differences as deferred tax assets and deferred taxliabilities.

(c) There is no amount of tax benefit recognised in equity as the tax effect of temporary differences has not been booked.

29

2013

2009

2012

$ $

4. INCOME TAX continuedd) Tax Losses

Unused tax losses for which no tax loss has been booked as a deferred tax asset adjusted for non temporary differences 53,269,156 49,686,638

Potential tax benefit at 30% 15,980,747 14,905,991

(e) Unrecognised temporary differences

Non deductible amounts as temporary differences (857,356) (800,917)

Capital raising costs (505,033) (893,628)

Accelerated deductions for book compared to tax 8,454,836 10,945,098

Total 7,092,447 9,250,553

Potential effect on future tax expense 2,127,734 2,775,166

5. CASH AND CASH EQUIVALENTSCash at bank and on hand 859,739 3,892,961

The effective interest rates on term deposits were 3.55% (2012: 5.42%).

The Company’s exposure to interest rate risk is discussed in note 24.

6. RECEIVABLESTrade Debtors 48,104 48,824

Other Debtors 12,309 36,605

60,413 85,429

(a) Impaired Trade Receivable

As at 30 June 2013 current trade receivables of the company were not impaired. Payment terms are 30 days. A provision for impairment is recognised when there is evidence that an individual receivable is impaired.

(b) Fair value and Credit Risk

Due to the short term nature of these receivables, their carrying amount is assumed to equal their fair value.

7. INVENTORIESRaw materials 3,657 7,364

Work in progress 11,567 15,685

15,224 23,049

8. OTHER FINANCIAL ASSETSNon-Current

Performance guarantee bonds 503,863 485,113

30


2013

2009

2012

$ $

9. MINING PROPERTYNon-Current

Mining Property – at cost 20,730,176 20,667,802

Amortisation (3,546,700) (3,546,700)

Asset impairment (9,183,476) (5,121,102)

8,000,000 12,000,000

Reconciliation of the carrying amounts of mining property costs at the beginning and end of the current and previous financial years.

Opening balance 12,000,000 12,000,000

Transfer from exploration and evaluation phase (Note 10) – –

Expenditure in the period 62,374 262,328

Amortisation – –

Asset impairment (4,062,374) (262,328)

8,000,000 12,000,000

The directors have previously assessed the recoverable amount of the mining property based on an estimate of the resources within the mining leases and an indicative mining plan.Following the fall in the gold price since the last balance date, directors have reassessed therecoverable amount of the mining property and as a result have determined to further impairthe carrying value of mining property.

10. DEFERRED EXPLORATION & DEVELOPMENTCosts carried forward in respect of areas of interest in

Exploration and evaluation phase – at cost 16,955,648 15,354,883

Expenditure written off (4,098,035) (4,055,948)

12,857,613 11,298,935

Reconciliation of the carrying amounts of deferred exploration, evaluation and development costs at the beginning and end of the current and previous financial years.

Opening balance 11,298,935 9,891,277

Transfer to Mining Property (Note 9) – –

Additions 1,600,765 1,645,454

Amortisation – –

Write–off relinquished or expired tenements (42,087) (237,796)

Net book value 12,857,613 11,298,935

31

2013

2009

2012

$ $

11. PROPERTY, PLANT AND EQUIPMENTProperty – at cost 388,798 387,597

Plant and equipment – at cost 2,621,707 2,621,307

Less: Accumulated depreciation (1,686,041) (1,440,456)

935,666 1,180,851

Motor vehicles – at cost 142,257 140,464

Less: Accumulated depreciation (68,088) (60,946)

74,169 79,518

1,398,633 1,647,966

Reconciliation

Reconciliation of the carrying amounts of each class of property, plant and equipment at the beginning and end of the currentfinancial year are as follows:

Motor Vehicles

RealProperty

2009

Total

$ $ $ $

Carrying value at start of year 387,597 1,180,851 79,518 1,647,966

Additions 1,201 400 19,974 21,575

Disposals – – (18,181) (18,181)

Depreciation – (245,585) (7,142) (252,727)

Carrying value at end of year 388,798 935,666 74,169 1,398,633

Plant &Equipment

2013

2009

2012

$ $

12. PAYABLESCurrent

Trade creditors and accruals 607,282 747,038

13. PROVISIONSCurrent

Employee Entitlements 210,892 137,685

Non Current

Employee Entitlements 3,480 51,222

214,372 188,907

Number of Employees at year end 15 15

14. OTHER LIABILITIESNon Current

Provision for minesite rehabilitation 146,062 221,494

Rehabilitation costs are expected to be incurred in between 2013 and 2018. The provision has been estimated for the miningoperations where a legal or constructive obligation exists, and discounted using a discount rate of 13.0%.

32


2013

2009

2012

$ $

15. CONTRIBUTED EQUITY(a) Issued and paid up capital

685,526,036 fully paid ordinary shares (2012:685,526,036)

Balance at the beginning of the financial year 71,419,958 66,825,553

Issue of shares to raise capital (4,160) 4,594,405

Transfers from reserves 178,250 –

71,594,048 71,419,958

(b) Movements in ordinary share capital

Issue PriceNo. of SharesDate Details

2009

$

30 June 2011 Balance 485,526,036 66,825,553

27 March 2012 Conversion of notes 40,000,000 $0.025 1,000,000

27 March 2012 Placement 40,000,000 $0.025 1,000,000

17 April 2012 Placement 40,000,000 $0.025 1,000,000

16 May 2012 Placement 80,000,000 $0.025 2,000,000

Transaction costs arising from share & option issues (405,595)

30 June 2012 Balance 685,526,036 71,419,958

Transaction costs arising from share & option issues (4,160)

Transfer from Reserves 178,250

30 June 2013 Balance 685,526,036 71,594,048

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion tothe number of and amounts paid on the shares held. On a show of hands, every holder of fully paid ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote.

(c) Capital Management

The Company’s objectives when managing capital is to safeguard the ability to continue as a going concern, so that it can continue toprovide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost ofcapital. Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capitalstructure in response to changes in these risks and in the market. There have been no changes in the strategy adopted bymanagement to control the capital of the Company since the prior year.

33

2013

2009

2012

$ $

16. RESERVESShare based payments (a) 178,250 178,250

Transfer to issued capital on expiry of options (178,250) –

Increase in reserve 91,557 –

91,557 178,250

(a ) Share-based payments

The share based payment reserve is used to recognise the fair value of options issued to employees, directors and other entitiesthat have not been exercised. On 22 November 2012 5,750,000 options expired unexercised.

On 29 November 2012 shareholders approved the issue of 35,000,000 options to directors exercisable at $0.05 expiring 29 November 2017.

Set out below are summaries of options granted under the plan:

ExercisePrice – cents

Numberof OptionsDate Details

2009

$

30 June 2011 Balance 5,750,000 178,250

30 June 2012 Balance 5,750,000 178,250

22 November 2012 Expiry of options (i) (5,750,000) (178,250)28 November 2012 Director options (ii) 35,000,000 91,557

30 June 2013 Balance 35,000,000 91,557

The employee share option plan was approved by shareholders at the 2007 annual general meeting. The employee share optionplan is designed to provide long-term incentives to executive directors and employees to deliver long-term shareholder return.

(i) 5,750,000 options issued on 22 November 2007 expired on 22 November 2012.

(ii) Shareholders approved the issue of 35,000,000 options to directors expiring on 29 November 2017.

(b ) Share Option Reserve

A placement of shares was undertaken in September and October 2010 with applicants granted 1 option for every 2 sharestaken up exercisable at $0.15 per share. These options expired unexercised on 15 February 2012.

A placement of shares was undertaken in May 2011 with applicants granted 1 option for every 2 shares taken up exercisable at $0.10 per share. The expiry date on these options is 16 May 2014.

ApplicationPrice – cents

Numberof OptionsDate Details

2009

$

30 June 2011 42,762,222 –

Options expired unexercised 28 February 2012 (20,682,222) – –

30 June 2012 22,080,000 –

30 June 2013 22,080,000 –

2013

2009

2012

$ $

17. AUDITOR’S REMUNERATIONRemuneration for audit or review of the financial reports of the Company:

Current auditors of the Company:

Audit and review of the financial statements 67,600 66,550

Other services – –

67,600 66,550

34


18. KEY MANAGEMENT PERSONNEL COMPENSATION(a) Names of directors and key management personnel and positions held at any time during the year:

Directors D Clarke Chairman – Non-Executive

P Bruce Managing Director

G Reveleigh Director – Non-Executive

B Thomas Director – Non-Executive

I Daymond Director – Non-Executive

S-Y Quah Director – Non-Executive

R Chan Director – Non-Executive

Specified Executives K Lynn Company Secretary

(b) Relevant Interests in Options and Ordinary Shares at 30 June 2013

Net ChangeOther

OptionsExercised

Granted asRemuneration

Balance1 July 2012

2009

Balance30 June 2013

Employee OptionsDirectors D Clarke – – – 8,000,000 8,000,000

G Reveleigh 500,000 – – 2,000,000 2,500,000

P Bruce 2,500,000 – – 13,500,000 16,000,000

B Thomas 500,000 – – 2,000,000 2,500,000

I Daymond 150,000 – – 3,350,000 3,500,000

S-Y Quah – – – 2,500,000 2,500,000

Executives K M Lynn 255,000 – – (255,000) –

Total 3,905,000 – – 31,095,000 35,000,000

Listed OptionsDirectors D Clarke – – – – –

G Reveleigh – – – – –

P Bruce – – – – –

B Thomas – – – – –

I Daymond – – – – –

S-Y Quah – – – – –

Executives K M Lynn – – – –

Total – – – – –

Ordinary SharesDirectors D Clarke – – – – –

G Reveleigh 4,432,163 – – 2,030,909 6,463,072

P Bruce 6,138,472 – – – 6,138,472

B Thomas 11,446,157 – – 4,553,843 16,000,000

I Daymond 100,000 – – – 100,000

S-Y Quah – – – – –

Executives K M Lynn 1,055,000 – – 1,055,000

Total 23,171,792 – – 6,584,752 29,756,544

35

18. KEY MANAGEMENT PERSONNEL COMPENSATION continued(c) Relevant Interests in Options and Ordinary Shares at 30 June 2012

Net ChangeOther

OptionsExercised

Granted asRemuneration

Balance1 July 2011

2009

Balance30 June 2012

Employee OptionsDirectors D Clarke – – – – –

G Reveleigh 500,000 – – – 500,000

P Bruce 2,500,000 – – – 2,500,000

B Thomas 500,000 – – – 500,000

I Daymond 150,000 – – – 150,000

S-Y Quah – – – – –

Executives K M Lynn 255,000 – – – 255,000

Total 3,905,000 – – – 3,905,000

Listed OptionsDirectors D Clarke – – – – –

G Reveleigh – – – – –

P Bruce 222,222 – – (222,222) –

B Thomas 1,000,000 – – (1,000,000) –

I Daymond 50,000 – – (50,000) –

S-Y Quah – – – – –

Executives K M Lynn – – – –

Total 1,272,222 – – 1,272,222 –

Ordinary SharesDirectors D Clarke – – – – –

G Reveleigh 4,432,163 – – – 4,432,163

P Bruce 6,138,472 – – – 6,138,472

B Thomas 9,850,000 – – 1,596,157 11,446,157

I Daymond 100,000 – – – 100,000

S-Y Quah – – – – –

Executives K M Lynn 1,055,000 – – 1,055,000

Total 21,575,635 – – 1,596,157 23,171,792

(d) Individual directors’ and executives’ compensation disclosures

The Company has not employed any executive officers, other than directors, who were involved in, concerned in, or who tookpart in the management of the Company’s affairs. Details of the nature and amount of the remuneration of each director andexecutive of the Company and some equity instrument disclosures as permitted by Corporations Regulations are provided in theRemuneration Report section of the Directors’ Report.

The fair value of options is provided in the Remuneration Report section of the Directors’ Report.

19. RELATED PARTY TRANSACTIONS (a) Directors and Key Management personnel

Disclosures relating to directors and key management personnel are set out in note 18.

(b) Shares held by parties related to directors Net ChangeOther

OptionsExercised

Balance1 July 2012

2009

Balance30 June 2013

Ordinary SharesDirectors P Bruce 181,056 – (4,985) 176,071

Total 181,056 – (4,985) 176,071

36


19. RELATED PARTY TRANSACTIONS continuedc) Other Transactions with Director Related Entities

Payment/provision of the following payments was made for consulting and other services to related entities of the followingdirectors:

2013

2009

2012

$ $

G C Reveleigh 21,060 21,060

I C Daymond – 2,625

21,060 23,685

All transactions were on normal commercial terms.

20. CONTINGENT LIABILITY(a) During the 2007-08 year the Company acquired an interest in the Hargraves tenement. The acquisition cost included $300,000

plus the issue of 2,000,000 ordinary fully paid shares and 2,000,000 listed options which expired on 12 September 2008. Theseamounts were recorded during the year ending 30 June 2008. The Company will issue the vendors an additional 2,000,000ordinary shares in the event that the Company estimates 70,000 ozs of recoverable gold in Mineral Reserves on the tenementsand a further 2,000,000 ordinary shares in the event that 70,000 ozs are produced from the tenement.

(b) Proceedings were commenced by the Company in 2005 in the Supreme Court of NSW seeking to clarify the ownership interestsof the Company and First Tiffany Resource Corp (Tiffany) in relation to some mining tenements which the Company holds at HillEnd, NSW. The Company had asserted that Tiffany had no interest since it had failed to contribute 15% of costs for developmentof the Reward Project after receiving a feasibility study from the Company for the project in 2003. Tiffany had continued to claimit had a 15% “free carried” interest in those tenements.

The matter was heard by the Court and the Court confirmed the Company’s minimum 85% ownership of the Hill End tenementsencompassed by the area of the original EL 2037, which covered the area from the Turon River in the south to Red Hill in the north.

On appeal to the NSW Court of Appeal by the Company seeking further clarification, the Court of Appeal held that the type offeasibility study required to be provided by the Company to enable Tiffany to participate in the development of the propertieswas an ’economic feasibility study’ conforming to the requirements for such a study as understood in Canada in 1983, and afailure to contribute by Tiffany on receipt of this study would have the consequence of the loss or forfeiture of its interest.

The result is that the Company has a 100% beneficial interest in its Hill End tenements, while a portion of the ground nowencompassed by EL 5868 is subject to a reduction to 85% if an ‘economic feasibility study’ is completed by the Company, and Tiffany, if it establishes that it continues to hold a right against the Company to do so, contributes at the 15% level.

The Court of Appeal dismissed the appeal with costs. Two costs orders had been made in favour of the Company in the lowerCourt proceedings on interlocutory applications and these amounts will be offset against the appeal costs when assessed.Application for assessment of its costs has been made by Tiffany and objections to these costs have been submitted by theCompany. Application for assessment of its costs has been submitted by the Company. Costs for the parties were assessed in May and July 2013 and each has been submitted to a Review Panel for a review of the determination by the costs assessor. An accrual of $400,000 has been made in the Company’s financial statements.

21. SEGMENT INFORMATIONThe size of the Company and its stage of development, does not warrant the internal reporting of information disaggregated intosegments. Accordingly the information provided to the board of directors is prepared using the same measures as those used inpreparing the statement of comprehensive income and statement of financial position.

2013

2009

2012

$ $22. RECONCILIATION OF OPERATING LOSS AFTER INCOME TAX

TO NET CASH FLOWS FROM OPERATING ACTIVITIES (a) Reconciliation of Cash

Cash balance comprises

Cash at bank 19,739 92,961

Term deposits 840,000 3,800,000

859,739 3,892,961

37

2013

2009

2012

$ $22. RECONCILIATION OF OPERATING LOSS AFTER INCOME TAX TO NET CASH FLOWS FROM OPERATING ACTIVITIES continued

(b) Operating loss after income tax (5,635,642) (2,880,926)

Adjustment for non cash items:

Depreciation 258,195 254,918

Asset impairment 4,062,374 262,328

Exploration Expenditure written off 42,087 237,796

Loss on sale of assets 9,575 –

Share based payments 91,557

(1,142,025) (2,125,884)

(Increase)/Decrease in Receivables 25,016 (12,430)

(Increase)/Decrease in Inventory 7,825 (3,921)

(Decrease) /increase in Payables (139,756) 200,605

(Decrease) /increase in Provisions 25,465 46,315

Increase in Provisions – –

Net cash outflows from operating activities (1,253,304) (1,895,315)

23. COMMITMENTS FOR EXPENDITUREOperating LeasesTotal operating lease expenditure contracted for at balance date but not provided for in the financial statements:

Due within one year 60,976 71,277

Due beyond one year and within five years 72,063 –

133,039 71,277

Commitments Relating to Tenements

As a condition of its tenements the Company has minimum expenditure commitments. These minimum commitments totalled$574,000 as at 30 June 2013 (2012; $615,000). This balance fluctuates based on the expiration and renewal of tenements.

24. FINANCIAL RISK MANAGEMENTThe Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk),credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets andseeks to minimise adverse affects on the financial performance of the Company. The Company uses different methods to measuredifferent types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other pricerisks and aging analysis for credit risk.

Risk management is carried out by the chief financial officer under policies approved by the Board of Directors. The chief financialofficer identifies and evaluates the risks in close cooperation with the Company’s management and Board.

(a) Market Risk

(i) Foreign exchange riskThe Company does not have any significant exposure to foreign exchange risk.

(ii) Price RiskThe Company does not have any significant exposure to commodity price risk.

(iii) Cash flow and fair value interest rate riskThe Company has exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a resultof changes in market interest rates and the effective weighted average interest rates on those financial assets and thefinancial liabilities.

The Company policy is to ensure that the best interest rate is received for the short-term deposits. The Company uses anumber of banking institutions, with a mixture of fixed and variable interest rates. Interest rates are reviewed prior todeposits maturing and re-invested at the best rate.

The interest rate risk sensitivity analysis has been determined based on the exposure of the Company to interest rates fornon-derivative financial instruments at the reporting date and the stipulated change taking place at the beginning of thefinancial year and held constant throughout the reporting period.

38


24. FINANCIAL RISK MANAGEMENT continuedA 1% increase or decrease is used when reporting interest rates internally to key management personnel and representsmanagement’s assessment of the possible change in interest rates.

At 30 June 2013, if the interest rates had changed by 1% from the period-end rates with all other variables held constant,post-tax profit for the year for the Company would have been $21,724 lower/higher mainly as a result of lower/higherinterest income on cash and cash equivalents.

There has been no change to the Company’s exposure to interest rate risk or the manner in which it manages andmeasures the risk from the previous year.

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

Non-interestbearingWithin 1 year

Fixed Interest RateMaturingFloating

InterestRate

WeightedAverageEffective

Interest Rate TotalOver 1 year

2013FINANCIAL ASSETSCash assets 3.55 – 859,739 – – 859,739Performance guarantee bonds – – – – 503,863 503,863Other financial assets – – – – 60,413 60,413

859,739 – 564,276 1,424,015

FINANCIAL LIABILITIESPayables – – – – (607,282) (607,282)Other – – – – (214,372) (214,372)

NET FINANCIAL ASSETS (LIABILITIES) 859,739 – (257,378) 602,631

2012FINANCIAL ASSETSCash assets 5.42 – 3,892,961 – – 3,892,961Performance guarantee bonds – – – – 485,113 485,113Other financial assets – – – – 85,429 85,429

3,892,961 – 570,542 4,463,503

FINANCIAL LIABILITIESPayables – – – – (747,038) (747,038)Other – – – – (188,907) (188,907)

NET FINANCIAL ASSETS (LIABILITIES) 3,892,961 – (365,403) 3,527,558

(b) Reconciliation of net financial assets per statement of financial position:

% $ $ $ $ $

2013

2009

2012

$ $

Net financial assets per above 602,361 3,527,558

Property Plant & Equipment 1,398,633 1,647,966

Inventories 15,224 23,049

Provision for Rehabilitation (146,062) (221,494)

Mining property 8,000,000 12,000,000

Deferred Exploration & Development 12,857,613 11,298,935

Net assets per statement of financial position 22,727,769 26,820,348

39

24. FINANCIAL RISK MANAGEMENT continued(c) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security in respect of recognised financial assets,is the carrying amount as disclosed in the statement of financial position and notes to the financial statements.

(d) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through adequate amount ofcommitted credit facilities and the ability to close out market positions. The Company manages liquidity risk by continuouslymonitoring forecast and actual cash flows matching maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradable in highly liquid markets.

The Company at trading date had deposits which mature within three months and cash at bank. Due to the cash available to theCompany there is no use of any credit facilities at balance date.

(e) Net Fair Values

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosurepurposes. The net fair values of the financial assets and financial liabilities approximate their carrying values. No financial assets andfinancial liabilities are readily traded on organised markets.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement offinancial position and in the notes to the financial statements.

(f) Sensitivity Analysis

The Company has performed a sensitivity analysis on price risk and interest rate risk and noted its impact on current year results andequity as discussed in note 24(a).

2013

2009

2009

2012

Cents Cents

$ $

25. EARNINGS PER SHAREBasic earnings per share (0.8) (0.6)

Diluted earnings per share (0.8) (0.6)

(a) Earnings used in calculating basic earnings per share (5,635,642) (2,880,926)

(b) Earnings used in calculating diluted earnings per share (5,635,642) ( 2,880,926)

2009

Number Number

(c) Weighted average number of ordinary shares used in calculating basic earnings per share 685,526,036 524,214,561

(d) Weighted average number of options outstanding 42,504,658 42,762,222

(e) Weighted average number of ordinary shares used in calculating diluted earnings per share 728,030,694 566,976,783

Granted options are considered to be potential ordinary shares and have been included in the determination of diluted earnings pershare. The options have not been included in the determination of basic earnings per share.

26. SUBSIDIARIESOn 31 January 2007 the Company acquired 100% of the issued share capital of Hill End Asia Pty Ltd, a company incorporated in on thesame day. The purchase consideration was $1. The Company was dormant so no assets or liabilities were in existence. The Companyhas not been consolidated as the effect would be immaterial. On 8 August 2013 Hill End Asia Pty Ltd changed its name to HEGLInvestments Pty Ltd.

27. EVENTS AFTER THE BALANCE SHEET DATEThe Company has raised $1.36 million by the placement of 170,000,000 ordinary shares to a private investor. The funds weresubscribed in two tranches, $1,000,000 on 5 August 2013 and $360,000 on 5 September 2013.

On 19 August 2013, the Company announced an investment of $0.8M in Bassari Resources Limited (ASX:BSR) to obtain 13% equity.

There were no other significant events after balance date.

28. COMPANY DETAILSThe registered office of the Company is: Hill End Gold Limited

4 Bowen StreetHill End NSW 2850

Directors’ Declaration

40

The directors declare that:

1 the financial statements and notes, as set out on pages 18 to 39 are in accordance with the Corporations Act2001 and:

(a) comply with Accounting Standards and the Corporations Regulations 2001; and

(b) give a true and fair view of the financial position as at 30 June 2013 and of the performance for the yearended on that date of the Company;

2 the Chief Executive Officer and Chief Finance Officer have each declared that:

(a) the financial records of the Company for the financial year have been properly maintained in accordancewith section 286 of the Corporations Act 2001;

(b) the financial statements and notes for the financial year comply with the Australian equivalents toInternational Financial Reporting Standards; and

(c) the financial statements and notes for the financial year give a true and fair view;

3 in the director’s opinion there are reasonable grounds to believe that the Company will be able to pay its debtsas and when they become due and payable.

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

Denis Clarke Philip BruceChairman Managing Director

13 September 2013

41

Independent Auditor’s Report

Crowe Horwath SydneyABN 97 895 683 573Member Crowe Horwath International

Level 15 1 O’Connell StreetSydney NSW 2000 AustraliaTel: +61 2 9262 2155Fax: +61 2 9262 2190www.crowehorwath.com.au

A WHK Group Firm

TO THE MEMBERS OF HILL END GOLD LIMITED

Report on the Financial ReportWe have audited the accompanying financial report of Hill End Gold Limited, which comprises the statement offinancial position as at 30 June 2013, the statement of comprehensive income, statement of changes in equity andstatement of cash flows for the year then ended, notes comprising a summary of significant accounting policies andother explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fairview in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controlas the directors determine is necessary to enable the preparation of the financial report that is free from materialmisstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with AccountingStandard AASB 101 Presentation of Financial Statements, that the financial statements comply with InternationalFinancial 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 ethicalrequirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial report is free from material misstatement.

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

Crowe Horwath Sydney Pty Ltd is a member of Crowe Horwath International, a Swiss verein.Each member firm of Crowe Horwath is a separate and independent legal entity.

42

Hill End Gold Limited / 2013 Annual Report / Independent Auditor’s Report

Independence

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

Basis for Qualified Auditors Opinion

The mining property has a carrying value of $8,000,000 as at 30 June 2013. Sufficient and appropriate audit evidenceregarding the recoverable value of this property, including comparative property valuations, is not available.

Opinion

Except for the effect on the financial statements of the matter referred to in the preceding paragraph, in our opinion:

a) the financial report of Hill End Gold Limited is in accordance with the Corporations Act 2001, including:

i. giving a true and fair view of the company’s financial position as at 30 June 2013 and of its performancefor the year ended on that date; and

ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; and

b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Emphasis of Matter Regarding Going Concern

Without further qualification to our opinion, we draw attention to Note 1 which indicates that additional funding from capital raisings and or formation of joint ventures may be required over mineral exploration properties toensure that the company can continue its activities and continue to operate as a going concern. There is uncertaintyas to whether these circumstances will arise however the directors have determined that the company will be able topay its debts as and when they fall due and have accordingly prepared the financial statements on a going concernbasis.

Report on the Remuneration ReportWe have audited the Remuneration Report included in pages 13 to 15 of the directors’ report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of theRemuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to expressan opinion on the Remuneration Report, based on our audit conducted in accordance with Australian AuditingStandards.

Opinion

In our opinion, the Remuneration Report of Hill End Gold Limited for the year ended 30 June 2013 complies withsection 300A of the Corporations Act 2001.

CROWE HORWATH SYDNEY

Ash PatherPartner

Dated this 13th day of September 2013

43

Corporate Governance Statement

Approach to Corporate GovernanceHill End Gold Limited (Company) has established a corporategovernance framework, the key features of which are set out in this statement. In establishing its corporate governanceframe work, the Company has referred to the ASX CorporateGovernance Council Principles and Recommendations 2ndedition (Principles & Recommendations). The Company hasfollowed each recommendation where the Board has consideredthe recommendation to be an appropriate benchmark for itscorporate governance practices. Where the Company’scorporate governance practices follow a recommendation, the Board has made appropriate statements reporting on theadoption of the recommendation. In compliance with the “if not,why not” reporting regime, where, after due consideration, theCompany’s corporate governance practices do not follow arecommendation, the Board has explained it reasons for notfollowing the recommendation and disclosed what, if any, alter -native practices the Company has adopted instead of those inthe recommendation.

The following governance-related documents can be found onthe Company’s website at: http://www.hillendgoldltd.com.au/aboutus/corporate-governance, under the section marked“About Us”, “Corporate Governance”:

Charters3 Board

3 Audit Committee

3 Nomination Committee

3 Remuneration Committee

Policies and Procedures3 Policy and Procedure for Selection and (Re) Appointment of

Directors

3 Process for Performance Evaluations

3 Policy on Assessing the Independence of Directors

3 Diversity Policy (summary)

3 Code of Conduct

3 Whistleblower Policy

3 Policy on Continuous Disclosure

3 Compliance Procedures (summary)

3 Procedure for the Selection, Appointment and Rotation ofExternal Auditor

3 Shareholder Communication Policy

3 Risk Management Policy

The Company reports below on whether it has followed each ofthe recommendations during the 2012/2013 financial year(Reporting Period). The information in this statement is currentat 11 October 2013.

BoardRoles and responsibilities of the Board and Senior Executives(Recommendations: 1.1, 1.3)

The Company has established the functions reserved to theBoard, and those delegated to senior executives and has set outthese functions in its Board Charter, which is disclosed on theCompany’s website.

The Board is collectively responsible for promoting the successof the Company through its key functions of overseeing themanagement of the Company, providing overall corporategovernance of the Company, monitoring the financial perfor -mance of the Company, engaging appropriate managementcommensurate with the Company’s structure and objectives,involvement in the development of corporate strategy andperformance objectives, and reviewing, ratifying and monitor -ing systems of risk management and internal control, codes ofconduct and legal compliance.

Senior executives are responsible for supporting the ManagingDirector and assisting the Managing Director in implementingthe running of the general operations and financial business ofthe Company in accordance with the delegated authority of theBoard. Senior executives are responsible for reporting allmatters which fall within the Company’s materiality thresholdsat first instance to the Managing Director or, if the matterconcerns the Managing Director, directly to the Chair or thelead independent director, as appropriate.

Skills, experience, expertise and period of office of each Director(Recommendation: 2.6)

A profile of each Director setting out their skills, experience,expertise and period of office is set out in the Directors’ Reporton page 12. The mix of skills and diversity for which the Boardis looking to achieve in membership of the Board is representedby the Board’s current composition. The mix of skills, qualifica -tions and experience of the existing Board is geological; miningengineering, legal, investment; public company experience; andfinancial experience. The Board considers that this compositionis appropriate for the effective execution of the Board’s respon -sibilities and the size and operations of the Company as anexploration and mining company.

Director independence(Recommendations: 2.1, 2.2, 2.3, 2.6)

The Board has a majority of Directors who are independent.The Board considers that the current size and composition of the Board is appropriate for the execution of the Board’sresponsibilities and the size and operations of the Company as an exploration and mining company. The Board periodicallymonitors the need to appoint additional independent directors.

44

Hill End Gold Limited / 2013 Annual Report / Corporate Governance Statement

The Board considers the independence of directors havingregard to the relationships listed in Box 2.1 of the Principles &Recommendations and the Company’s materiality thresholds.The Board has agreed on the following guidelines, as set out inthe Company’s Board Charter for assessing the materiality ofmatters:

3 Balance sheet items are material if they have a value ofmore than 10% of pro-forma net asset.

3 Profit and loss items are material if they will have an impacton the current year operating result of 10% or more.

3 Items are also material if they impact on the reputation ofthe Company, involve a breach of legislation, are outsidethe ordinary course of business, could affect the Company’srights to its assets, if accumulated would trigger thequantitative tests, involve a contingent liability that wouldhave a probable effect of 10% or more on balance sheet orprofit and loss items, or will have an effect on operationswhich is likely to result in an increase or decrease in netincome or dividend distribution of more than 10%.

3 Contracts will be considered material if they are outsidethe ordinary course of business, contain exceptionallyonerous provisions in the opinion of the Board, impact onincome or distribution in excess of the quantitative tests,there is a likelihood that either party will default, and thedefault may trigger any of the quantitative or qualitativetests, are essential to the activities of the Company andcannot be replaced, or cannot be replaced without anincrease in cost which triggers any of the quantitativetests, contain or trigger change of control provisions, arebetween or for the benefit of related parties, or otherwisetrigger the quantitative tests.

The independent Directors of the Company during the Report ingPeriod were Denis Clarke, Ian Daymond, Bruce Thomas, andGraham Reveleigh. These Directors are independent as they arenon-executive Directors who are not members of managementand who are free of any business or other relationship that couldmaterially interfere with, or could reasonably be perceived tomaterially interfere with, the independent exercise of theirjudgment. Ms Quah Su-Yin is considered not to be an indepen -dent Director as she is an officer of and associated with theCompany’s cornerstone investor, Infiniti Premium Resources,which holds more than 5% of the voting shares of the Company.

The non-independent Director of the Company is Philip Bruce.

The independent Chairman of the Board is Denis Clarke and theManaging Director is Philip Bruce.

Independent professional advice(Recommendation: 2.6)

To assist directors with independent judgement, it is theBoard’s policy that if a director considers it necessary to obtainindependent professional advice to properly discharge theresponsibility of their office as a director then, provided thedirector first obtains approval from the Chair for incurring suchexpense, the Company will pay the reasonable expensesassociated with obtaining such advice.

Selection and (Re) Appointment of Directors(Recommendation: 2.6)

In determining candidates for the Board, the NominationCommittee (or equivalent) follows a prescribed process wherebyit evaluates the mix of skills, experience and expertise of the

existing Board. In particular, the Nomination Committee (orequivalent) is to identify the particular skills that will bestincrease the Board’s effectiveness. Consideration is also givento the balance of independent directors. Potential candidatesare identified and, if relevant, the Nomination Committee (orequivalent) recommends an appropriate candidate for appoint -ment to the Board. Any appointment made by the Board issubject to ratification by shareholders at the next generalmeeting.

The Board recognises that Board renewal is critical to perfor -mance and the impact of Board tenure on succession planning.An election of directors is held each year. Each director otherthan the Managing Director, must not hold office (without re-election) past the third annual general meeting of the Companyfollowing the director’s appointment or three years following thatdirector’s last election or appointment (whichever is the longer).However, a director appointed to fill a casual vacancy or as anaddition to the Board must not hold office (without re-election)past the next annual general meeting of the Company. At eachannual general meeting a minimum of one director or one thirdof the total number of directors must resign. A director whoretires at an annual general meeting is eligible for re-election atthat meeting. Re-appointment of directors is not automatic.

The Company’s Policy and Procedure for the Selection and Re (Appointment) of Directors is disclosed on the Company’swebsite.

Board CommitteesNomination Committee(Recommendations: 2.4, 2.6)

The Board has not established a separate NominationCommittee. Given the current size and composition of theBoard, the Board believes that there would be no efficienciesgained by establishing a separate Nomination Committee.Accordingly, the Board performs the role of the NominationCommittee. Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda itemsat Board meetings when required. When the Board convenes asthe Nomination Committee it carries out those functions whichare delegated to it in the Company’s Nomination CommitteeCharter. The Board deals with any conflicts of interest that mayoccur when convening in the capacity of the NominationCommittee by ensuring that the Director with conflictinginterests is not party to the relevant discussions.

As noted above, the full Board carries out the role of theNomination Committee. The full Board did not officially convenein its capacity as a Nomination Committee during the ReportingPeriod, however nomination-related discussions occurred fromtime to time during the year as required.

The Board has adopted a Nomination Committee Charter whichdescribes the role, composition, functions and responsibilities ofthe full Board in its capacity as the Nomination Committee.

The Company’s Nomination Committee Charter is disclosed onthe Company’s website.

Audit Committee(Recommendations: 4.1, 4.2, 4.3, 4.4)

The Board has established a separate Audit Committee.

45

The Audit Committee held two (2) meetings during theReporting Period. Details of the Directors’ attendance at AuditCommittee meetings are set out in the Directors’ Report. BruceThomas chairs the Audit Committee. The Company has adoptedan Audit Committee Charter which describes its role, compo -sition, functions and responsibilities of the Audit Committee.

Details of each of the Director’s qualifications are set out in theDirectors’ Report. All members of the Board consider them -selves to be financially literate and have industry knowledge.

The Company has established procedures for the selection,appointment and rotation of its external auditor. The Board isresponsible for the initial appointment of the external auditorand the appointment of a new external auditor when anyvacancy arises, as recommended by the Audit Committee (or itsequivalent).Candidates for the position of external auditor mustdemonstrate complete independence from the Companythrough the engagement period. The Board may otherwiseselect an external auditor based on criteria relevant to theCompany’s business and circumstances. The performance ofthe external auditor is reviewed on an annual basis by the AuditCommittee (or its equivalent) and any recommendations aremade to the Board.

The Company’s Audit Committee Charter and the Company’sProcedure for Selection, Appointment and Rotation of ExternalAuditor are available on the Company’s website.

The Audit Committee, held (2) two meetings during theReporting Period. Details of the Directors and their attendanceat the Audit Committee meetings are set out in the followingtable:

No. of meetingsName attended

Bruce Thomas (Independent, non-executive) 2

Denis Clarke (Independent, non-executive) 2

Graham Reveleigh (Independent, non-executive) 2

Remuneration Committee(Recommendations: 8.1, 8.2, 8.3, 8.4)

The Company has established a separate RemunerationCommittee.

Ian Daymond is Chairman of the Remuneration Committee andDenis Clarke and Graham Reveleigh are the other members ofthe Committee.

The Remuneration Committee held two (2) meetings during theReporting Period. To assist the Remuneration CommitteeMembers to fulfil its function as the Remuneration Committee,the Board has adopted a Remuneration Committee Charterwhich describes the role, composition, functions and respon -sibilities of the Remuneration Committee.

Details of remuneration, including the Company’s policy onremuneration, are contained in the “Remuneration Report”which forms of part of the Directors’ Report. Non-executiveDirectors are remunerated at a fixed fee for time, commitmentand responsibilities. Remuneration for non-executive Directors isnot linked to individual performance. Given the Company is atits early stage of development and the financial restrictionsplaced on it, the Company may consider it appropriate to issueunlisted options to non-executive Directors, subject to obtainingthe relevant approvals. This policy is subject to annual review.

Executives are offered a competitive level of base pay at market rates and are reviewed annually to ensure marketcompetitiveness.

There are no termination or retirement benefits for non-executive Directors (other than for superannuation).

The Company’s Remuneration Committee Charter includes astatement of the Company’s policy on prohibiting transactionsin associated products which limit the risk of participating inunvested entitlements under any equity-based remunerationschemes.

The Company’s Remuneration Committee Charter is available onthe Company’s website.

Performance evaluationSenior executives(Recommendations: 1.2, 1.3)

The Managing Director in consultation with the Board reviewsthe performance of the Senior Executives. The current size andstructure of the Company allows the Managing Director toconduct informal evaluation of the Company’s senior executivesregularly. Open and regular communication with senior execu -tives allows the Managing Director to ensure that seniorexecutives meet their responsibilities as outlined in theircontracts with the Company, and to provide feedback andguidance, particularly where any performance issues areevident. Annually, individual performance may be moreformally assessed in conjunction with a remuneration review.

During the Reporting Period an evaluation of senior executivestook place in accordance with the process disclosed.

Board, its committees and individual directors(Recommendations: 2.5, 2.6)

The Chair is responsible for evaluation of the Board and, whenappropriate, Board committees and individual directors. The fullBoard, in its capacity as the Nomination Committee, is respon -sible for evaluating the Managing Director.

The Board of Directors undertakes an annual self-assessment ofits collective performance and seeks specific feedback from thesenior management team on particular aspects of itsperformance.

The performance of the non-executive Directors is appraised atleast annually, through a formal performance appraisal processconducted by the Board. The Chairperson’s performance isreviewed by the Board.

In addition, each Board committee undertakes an annual self-assessment on the performance of the committee and achieve -ment of committee objectives.

The Board acting in it capacity as Nomination Committee did notofficially conduct an evaluation of the Board, its committees, andindividual Directors during the Reporting Period. Evaluation ofthe Board, its committees, and individual Directors-relateddiscussions occurred from time to time during the year asrequired.

Given the current size and structure of the Company, theperformance of the Managing Director is evaluated informallythrough open and regular communication with the Boardduring which feedback, guidance and support is provided.

46


Annually, the Managing Director’s performance may be moreformally assessed in conjunction with a remuneration review.

During the Reporting Period an evaluation of the Board,individual directors and the Managing Director took place inaccordance with the process disclosed.

The Company’s Process for Performance Evaluation is disclosedon the Company’s website.

Ethical and responsible decision makingCode of Conduct(Recommendations: 3.1, 3.5)

The Company has established a Code of Conduct as to thepractices necessary to maintain confidence in the Company’sintegrity, the practices necessary to take into account its legalobligations and the reasonable expectations of its stakeholdersand the responsibility and accountability of individuals forreporting and investigating reports of unethical practices.

The Company has also established a Whistleblower Policy. The aim of the policy is to ensure that directors, officers andemployees comply with their obligations under the Code ofConduct. It also encourages reporting of violations (orsuspected violations) and provides effective protection fromvictimisation or dismissal to those reporting by implementingsystems for confidentiality and report handling.

The Company’s Code of Conduct and Whistleblower Policy aredisclosed on the Company’s website.

Diversity(Recommendations: 3.2, 3.3, 3.4, 3.5)

The Company has not established a Diversity Policy, whichincludes requirements for the Board to establish measurableobjectives for achieving gender diversity and for the Board toassess annually both the objectives and progress towardsachieving them.

The Board does not intend to set measurable objectives forachieving gender diversity at this stage. The Board considersthat due to the Company’s current operations, size and numberof employees it is not in a position to set meaningful objectives.The Board will review this position as the Company’scircumstances change.

The proportion of women employees in the whole organisation,women in senior executive positions and women on the Boardas at 30 June 2013 are set out in the following table:

Proportionof women

Employees in whole organisation 1 out of 6 (17%)

Senior executive positions 0 out of 3 (0%)

Board 1 out of 6 (17%)

A summary of the Company’s Diversity Policy is disclosed onthe Company’s website.

Continuous Disclosure(Recommendations: 5.1, 5.2)

The Company has established written policies and proceduresdesigned to ensure compliance with ASX Listing Rule disclosure

requirements and accountability at a senior executive level forthat compliance.

A summary of the Company’s Policy on Continuous Disclosureand Compliance Procedures are disclosed on the Company’swebsite.

Shareholder Communication(Recommendations: 6.1, 6.2)

The Company has designed a communications policy forpromoting effective communication with shareholders andencouraging shareholder participation at general meetings.

The Company’s Shareholder Communication Policy is disclosedon the Company’s website.

Risk ManagementRecommendations: 7.1, 7.2, 7.3, 7.4)

The Board has adopted a Risk Management Policy, which setsout the Company’s risk profile. Under the policy, the Board isresponsible for approving the Company’s policies on riskoversight and management and satisfying itself that manage -ment has developed and implemented a sound system of riskmanagement and internal control.

Under the policy, the Board delegates day-to-day managementof risk to the Managing Director, who is responsible for identify -ing, assessing, monitoring and managing risks. The ManagingDirector is also responsible for updating the Company’s materialbusiness risks to reflect any material changes, with the approvalof the Board.

In fulfilling the duties of risk management, the ManagingDirector may have unrestricted access to Company employees,contractors and records and may obtain independent expertadvice on any matter they believe appropriate, with the priorapproval of the Board.

Given the current size and structure of the Company, the Boardtake an active role in risk management, with all matter beforethe Company, discussed during Board meeting.

In addition, the following risk management measures havebeen adopted by the Board to manage the Company’s materialbusiness risks:

3 the Board has established authority limits for management,which, if proposed to be exceeded, requires prior Boardapproval;

3 the Board has adopted a compliance procedure for thepurpose of ensuring compliance with the Company’scontinuous disclosure obligations; and

3 the Board has adopted a corporate governance manualwhich contains other policies to assist the Company toestablish and maintain its governance practices.

The Company’s system for managing its material business risksincludes the use of a risk matrix which identifies the Company’smaterial business risks and risk management strategies forthese risks. The Managing Director reviews the risk matrixannually, or as required, and presents the risk matrix and anyupdates to the Board at regular Board meeting.

The categories of risk reported on or referred to as part of the Company’s systems and processes for managing materialbusiness risk are: protection of assets; financial reporting; andoperational risks.

47

The Board has required management to design, implement and maintain risk management and internal control systems tomanage the Company’s material business risks. The Board alsorequires management to report to it confirming that those risksare being managed effectively. The Board has received a reportfrom management as to the effectiveness of the Company’smanagement of its material business risks for the ReportingPeriod.

The Managing Director and the Chief Financial Officer haveprovided a declaration to the Board in accordance with section

295A of the Corporations Act and have assured the Board thatsuch declaration is founded on a sound system of risk manage -ment and internal control and that the system is operatingeffectively in all material respects in relation to financialreporting risks.

A summary of the Company’s Risk Management Policy isdisclosed on the Company’s website.

ASX Corporate Governance Council recommendations checklistThe following table sets out the Company’s position with regard to adoption of the Principles & Recommendations as at the date of this statement:

Recommendations Comply

Principle 1: Lay solid foundations for management and oversight

1.1 Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. ✔

1.2 Companies should disclose the process for evaluating the performance of senior executives. ✔

1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1. ✔

2.1 A majority of the board should be independent directors. ✔

2.2 The chair should be an independent director. ✔

2.3 The roles of chair and chief executive officer should not be exercised by the same individual. ✔

2.4 The board should establish a nomination committee. ✔

2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. ✔


3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to:• the practices necessary to maintain confidence in the company’s integrity;• the practices necessary to take into account their legal obligations and the reasonable expectations

of their stakeholders; and• the responsibility and accountability of individuals for reporting and investigating reports of unethical

practices. ✔

3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them. ✔

3.3 Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. ✔

3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. ✔


4.1 The board should establish an audit committee. ✔

4.2 The audit committee should be structured so that it: consists only of non-executive directors; consists of a majority of independent directors; is chaired by an independent chair, who is not chair of the board; and has at least three members. ✔

4.3 The audit committee should have a formal charter. ✔


Principle 4: Safeguard integrity in financial reporting

Principle 3: Promote ethical and responsible decision-making

Principle 2: Structure the board to add value

48


Recommendations Comply

Principle 5: Make timely and balanced disclosure

5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies. ✔


6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of the policy. ✔


7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. ✔

7.2 The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. ✔

7.3 The board should disclose whether it has received assurance from the chief executive officer (or equivalent)and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.. ✔


8.1 The board should establish a remuneration committee. ✔

8.2 The remuneration committee should be structured so that it: consists of a majority of independent directors; is chaired by an independent chair; and has at least three members. ✔

8.3 Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. ✔


Principle 6: Respect the rights of shareholders

Principle 7: Recognise and manage risk

Principle 8: Remunerate fairly and responsibly

49

Shareholder Information

ASX Additional InformationAdditional information is required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. This information is current as at 11 October 2013.

1. Distribution of Shareholders(a) Analysis of number of shareholders by size of holding:

Total UnitsHolders

2009 2009

%

Holdings Ranges: 1–1,000 84 23,103 0.003

1,001–5,000 467 1,639,515 0.192

5,001–10,000 489 4,164,854 0.487

10,001–100,000 1,312 50,614,733 5.916

100,001–9,999,999,999 484 799,083,831 93.403

Totals 2,836 855,526,036 100.000

(b) There are 2,177 shareholders with less than a marketable parcel of ordinary shares.

(c) There are three substantial shareholders in the Company’s Register of Substantial Shareholders as at 11 October 2013, being JP Morgan Nominees Australia Limited which holds an aggregate of 27.460%, Mr Soh Han Chuen who holds an aggregate of19.871%, HSBC Custody Nominees (Australia) Limited which holds an aggregate of 5.745%, and Citicorp Nominees Pty Limitedwhich holds an aggregate of 5.057%, of the ordinary shares on issue.

2. Twenty Largest ShareholdersThe names of the twenty largest holders of ordinary shares are listed below:

NumberRank

20092009

%Shareholder

1 JP MORGAN NOMINEES AUSTRALIA LIMITED <CASH INCOME A/C> 234,923,764 27.4602 MR SOH HAN CHUEN 170,000,000 19.8713 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 49,151,301 5.7454 CITICORP NOMINEES PTY LIMITED 43,266,994 5.0575 LINK TRADERS (AUST) PTY LTD 24,210,000 2.8306 MR MALCOLM THOMAS PRICE& MRS MAYUMI PRICE <M & M SUPERFUND A/C> 14,000,000 1.6367 MR KEITH KNOWLES 11,024,139 1.2898 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 10,377,557 1.2139 LEET INVESTMENTS PTY LIMITED 8,000,000 0.935

10 LEET INVESTMENTS PTY LIMITED <SUPERANNUATION FUND A/C> 8,000,000 0.93511 MR CHRISTOPHER LEVEY 6,522,180 0.76212 ALCARDO INVESTMENTS LIMITED <STYLED 102501 A/C> 5,521,215 0.64513 PARKS AUSTRALIA PTY LTD 4,930,692 0.57614 OSCFRESH PTY LIMITED 4,800,756 0.56115 FORTY TRADERS LIMITED 4,782,467 0.55916 DIAZILL PTY LIMITED <P B SUPERANNUATION FUND A/C> 4,641,077 0.54217 G E REVELEIGH & CO PTY LTD <THE ARFAMO A/C> 4,432,163 0.51818 FORTY TRADERS LIMITED 4,350,000 0.50819 BBY NOMINEES LIMITED 3,077,955 0.36020 MS ANNIKA LEE KAILANI MAY 2,571,012 0.301

Total Top 20 618,583,272 72.304

Total Shares 855,526,036 100.000

50

Hill End Gold Limited / 2013 Annual Report / Shareholder Information

3. Twenty Largest Option holdersDistribution of 10 cent Options – Analysis of number of shareholders by size of holding:

The names of the twenty largest holders of 10 cent Options expiring 24 May 2014 are listed below:

No.Rank

20092009

%Option Holder

1 LEN VINE AUTOMOBILES PTY LTD <LEN VINE EXECUTIVE S/F A/C> 2,500,000 11.3222 IE PROPERTIES PTY LTD 2,250,000 10.1903 UBS NOMINEES PTY LTD 1,962,027 8.8864 ORCA TRADING GMBH 1,750,000 7.9265 PERSHING AUSTRALIA NOMINEES PTY LTD <ACCUM A/C> 1,735,246 7.8596 MR CAMPBELL WALTER RODGERS 1,490,000 6.7487 GOFFACAN PTY LTD <KMM FAMILY A/C> 800,000 3.6238 MS ALANNA LO-SCHIAVO 725,000 3.2849 SEIVAD INVESTMENTS PTY LTD 575,000 2.604

10 AZALEA FAMILY HOLDINGS PTY LTD <NO 2 A/C> 500,000 2.26411 BROWNVALLEY INVESTMENTS PTY LTD <CAA A/C> 500,000 2.26412 MR PETER DAVIES 500,000 2.26413 CRX INVESTMENTS PTY LTD 450,000 2.03814 MR NICOLO FLOYD BONTEMPO 375,000 1.69815 KEMBLA NO 20 PTY LTD <CAA A/C> 375,000 1.69816 MR RAYMOND GOURLEY <NO 2 A/C> 322,518 1.46117 ACN 125 779 008 PTY LTD <DAJALULA SUPER FUND A/C> 300,000 1.35918 MARTIN PLACE SECURITIES STAFF SUPERANNUATION FUND PTY LTD

<MPSSF NO 2 A/C> 295,454 1.33819 TRAVERSE ACCOUNTANTS PTY LTD 272,725 1.23520 MR JONATHAN ANDREW DONALD 250,000 1.132

Total Top 20 17,927,970 81.196

Total 22,080,000 100.000

Total UnitsHolders

2009 2009

%

Holdings Ranges: 1–1,000 0 0 0.000

1,001–5,000 1 4,428 0.020

5,001–10,000 0 0 0.000

10,001–100,000 26 1,753,410 7.941

100,001–9,999,999,999 36 20,322,162 92.039

Totals 63 22,080,000 100.000

Voting rights

Ordinary shares carry one vote per share. There are no voting rights attached to the options notes in the Company.

Business objectives

This annual report of the Company and pursuant to the ASX listing rules the Company confirms that it has used its cash and assetsthat it had at the time of its admission consistent with its business objectives.

Stock Exchange

The Company is listed on the Australian Securities Exchange. The “Home Exchange” is Sydney.

Other information

Hill End Gold Limited, is incorporated and domiciled in Australia, and is a publicly listed company limited by shares.

On-market buy-back

There is no current on-market buy-back.

51

Corporate Directory

DIRECTORS Denis Edmund ClarkeNon-Executive Chairman

Philip Francis BruceManaging Director

Graham Charles ReveleighNon-Executive Director

Bruce Geoffrey ThomasNon-Executive Director

Ian Cunynghame DaymondNon-Executive Director

Su-Yin QuahNon-Executive Director

COMPANY SECRETARY Kevin Martin Lynn

AUSTRALIAN BUSINESS NUMBER 74 072 692 365

SYDNEY OFFICE Hill End Gold Limited3 Spring StreetNSW 2000

Telephone: +61 2 8249 4416Facsimile: +61 2 8249 4919

REGISTERED OFFICE/FIELD OFFICE 4 Bowen StreetHill End NSW 2850

Telephone: +61 2 6337 8343Facsimile: +61 2 6337 8345 www.hillendgold.com.au

SHARE REGISTRY Boardroom LimitedLevel 7, 207 Kent Street Sydney NSW 2000

Telephone: +61 2 9290 9600Facsimile: +61 2 9279 0664www.registriesltd.com.au

AUDITOR Crowe Horwath SydneyLevel 15, 1 O’Connell StreetNSW 2000

Telephone: +61 2 9262 2155Facsimile: +61 2 9262 2190

Mining TenementsAs at 30 June 2013

52

Gran

t /

Regi

ster

edAp

plic

atio

n Ex

piry

Surf

ace

Dept

hPr

ojec

tTe

nem

ent

Hol

der

Date

Date

Stat

usAr

eaEx

cept

ion

Rest

rict

ion

Note

s

Hill

End

Expl

orat

ion

Licen

ce N

o 58

68 (1

992)

Hill

End

Gold

Lim

ited

18/0

6/20

0117

/06/

2015

Curr

ent

32 u

nits

Nil

Nil

1, 2

, 3, 4

Hill

End

Expl

orat

ion

Licen

ce N

o 70

14 (1

992)

Hill

End

Gold

Lim

ited

20/0

1/20

0820

/01/

2014

Curr

ent

2 un

itsNi

lNi

l

Hill

End

Gold

Lea

se N

o 58

46 (1

906)

Hill

End

Gold

Lim

ited

15/0

2/19

687/

12/2

019

Curr

ent

2.04

4 he

ctar

esNi

lNi

l2,

3, 4

Hill

End

Min

ing

Leas

e No

111

6 (1

973)

Hill

End

Gold

Lim

ited

28/0

3/19

8416

/10/

2024

Curr

ent

15.7

1 he

ctar

esNi

lNi

l2,

3, 4

Hill

End

Min

ing

Leas

e No

154

1 (1

992)

Hill

End

Gold

Lim

ited

17/1

0/20

0316

/10/

2024

Curr

ent

279.

20 h

ecta

res

Part

(Var

ious

)Ni

l1

Hill

End

Min

ing

Leas

e No

315

(197

3)Hi

ll En

d Go

ld L

imite

d8/

12/1

976

7/12

/201

9Cu

rren

t6.

671

hect

ares

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

316

(197

3)Hi

ll En

d Go

ld L

imite

d8/

12/1

976

7/12

/201

9Cu

rren

t8.

846

hect

ares

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

317

(197

3)Hi

ll En

d Go

ld L

imite

d8/

12/1

976

7/12

/201

9Cu

rren

t7.

00 h

ecta

res

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

49

(197

3)Hi

ll En

d Go

ld L

imite

d30

/07/

1975

7/12

/201

9Cu

rren

t1.

618

hect

ares

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

50

(197

3)Hi

ll En

d Go

ld L

imite

d30

/07/

1975

7/12

/201

9Cu

rren

t3.

02 h

ecta

res

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

913

(197

3)Hi

ll En

d Go

ld L

imite

d20

/01/

1981

19/0

1/20

23Cu

rren

t22

.00

hect

ares

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

914

(197

3)Hi

ll En

d Go

ld L

imite

d20

/01/

1981

19/0

1/20

23Cu

rren

t21

.69

hect

ares

Nil

Nil

2, 3

, 4

Hill

End

Min

ing

Leas

e No

915

(197

3)Hi

ll En

d Go

ld L

imite

d4/

02/1

981

3/02

/202

3Cu

rren

t13

.27

hect

ares

Nil

Nil

2, 3

, 4

Harg

rave

s Ex

plor

atio

n Lic

ence

No

6996

(199

2)Hi

ll En

d Go

ld L

imite

d21

/12/

2007

21/1

2/20

13Cu

rren

t96

uni

tsNi

lNi

l

Swan

Hill

Wes

tEx

plor

atio

n Lic

ence

No

7125

(199

2)Hi

ll En

d Go

ld L

imite

d11

/04/

2008

11/0

4/20

12Re

linqu

ishm

ent

Pend

ing

37 u

nits

Nil

Nil

Willa

ndra

Expl

orat

ion

Licen

ce N

o 79

67 (1

992)

Hill

End

Gold

Lim

ited

25/0

9/20

1225

/09/

2014

Curr

ent

30 u

nits

Nil

Nil

Kurr

ajon

gEx

plor

atio

n Lic

ence

No

7992

(199

2)Hi

ll En

d Go

ld L

imite

d23

/10/

2012

23/1

0/20

15Cu

rren

t22

Uni

tsNi

lNi

l

Note

s:

1H

ill E

nd H

isto

ric S

ite e

xclu

ded.

Min

ing

Leas

e No

154

1 (1

992)

app

lies

belo

w h

isto

ric s

ite.

2Ag

reem

ent b

etw

een

Big

Nugg

et P

artn

ersh

ip a

nd S

ilver

Orc

hid

Pty

Ltd

date

d 25

June

199

3.

3Tr

ansf

er o

f ben

efic

ial i

nter

est f

rom

Nug

get R

esou

rces

Inc

to N

ugge

t Res

ourc

es A

ustr

alia

Pty

Ltd

(now

Hill

End

Gol

d Li

mite

d) d

ated

16

Mar

ch 1

999.

4De

ed o

f Tra

nsfe

r fr

om N

ugge

t Res

ourc

es In

c to

Nug

get R

esou

rces

Aus

tral

ia P

ty L

td (n

ow H

ill E

nd G

old

Lim

ited)

dat

ed 2

6 Ju

ne 2

001

to a

ssig

n le

gal i

nter

est (

see

Foot

note

2).

ACN 072 692 365

Design and Production by APM Graphics Management

www.apmgraphics.com.au1800 806 930

Hill End Gold LimitedACN 072 692 365

3 Spring StreetSydney NSW 2000

Telephone: +61 2 8249 4416Facsimile: + 61 2 8249 4919

www.hillendgold.com.au

ACN 072 692 365

HEG AR2013.QXP HEG AR2012 - APM Graphics Management · 2017-01-13 · Chairman’s Statement Dear...

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