annual report for personal use only · day‐to‐day operations both in australia and bolivia....

REPUBLIC GOLD LIMITED

ABN 86 106 399 311

2012 ANNUAL REPORT

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CORPORATE DIRECTORY

DIRECTORS Raymond Shorrocks Chairman

Peter Alan Wicks Non‐Executive Director

Dr David King Non‐Executive Director COMPANY SECRETARY Nick Geddes Australian Company Secretaries

REGISTERED OFFICE

Level 3, 70 Pitt Street GPO Box 4231 Sydney NSW 2001 Telephone: +61 1300 134 875 Fax: +61(02) 9233 4497

SOLICITORS DLA Piper William Street Melbourne Vic 3000 AUDITOR Lawler Draper Dillon Level 12, 440 Collins Street Melbourne VIC 3000 SHARE REGISTRY Advanced Share Registry Services Limited 150 Stirling Highway Nedlands WA 6009 ASX CODES RAU ‐ Ordinary Shares RAU0 – Share options (expired 30 March) Exploration & Development Teams Trevor Jackson Former FNQ Exploration Manager Bolivia – Minera Nueva Vista S.A. Victor A. Barua (resigned 7 October 2011) Maria Esther Jitton (resigned 15 April 2012) Luis Vasquez (resigned 1 February 2012)

CONTENTS REVIEW OF OPERATIONS & DEVELOPMENTS 3‐6 MINERAL RESOURCE STATEMENT 7 DIRECTORS' REPORT 9‐12 CORPORATE GOVERNANCE 14‐17 AUDITOR’S INDEPENDENCE DECLARATION 18 STATEMENT OF COMPREHENSIVE 19 INCOME STATEMENT OF FINANCIAL 20 POSITION STATEMENT OF CHANGES IN 21 EQUITY STATEMENT OF CASH FLOWS 22 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 23‐49 DIRECTORS’ DECLARATION 50 INDEPENDENT AUDITOR’S REPORT 51‐52 ASX ADDITIONAL INFORMATION 53‐54

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Review of Operations and Development

Overview

The 2011/12 financial year saw many changes

both to the Republic Gold Board and

Company focus, and encompassed a strategic

review of operations.

On the 4 October 2011, Mr Campbell Smith

was appointed as the new Managing Director

and Mr Raymond Shorrocks as Chairman of

the Company. The Board was also

restructured with previous Chairman, Mr

Peter Wicks, moving to a Non‐Executive Board

role and Dr David King appointed as the

fourth Board Member. Later in October, Mr

Nick Geddes was appointed as Company

Secretary.

Mr Smith, together with the new Board, were

charged with leading a comprehensive review

of operations and alternative strategies with

respect to the possible construction and

financing of the Amayapampa gold project

(‘Amayapampa’ or ‘Project’); the Company’s

flagship project in Bolivia.

The difficult financial market, coupled with an

asset in a particularly challenging

environment, resulted in the Board exploring

a number of alternative avenues, including

the search for Joint Venture partners, a

possible partnership with the Bolivian

Government, or the sale of the asset to a third

party.

In keeping with its focus on the Bolivian

project, the Company disposed of assets in Far

North Queensland and entered into an

agreement to sell its share in the Kangaroo

Creek Joint Venture in Queensland. This latter

activity was previously announced as a

subsequent event in the 2011 Annual Report.

Finally, towards the close of the financial year,

Republic Gold entered into a sale agreement

with LionGold Corp of Singapore to sell the

Amayapampa Project. As at mid‐September,

that agreement remains to be finalised.

Bolivia

Amayapampa Gold Project

Location of Amayapampa Mine Site

At the beginning of the financial year,

Republic Gold had an existing investment in a

mine camp, and an indigenous workforce

deployed in preliminary infrastructure

upgrades. Drilling that was underway was

targeted at pit optimisation and further

definition of the metallurgy and processing

requirements.

During this period, Republic Gold was in

discussions and negotiations with major banks

and finance institutions to assist in the

funding of the Project. The Bolivian

Government had also shown considerable

support and both the Company and

authorities were attempting to progress

necessary arrangements to advance the

development of the Amayapampa Mine.

On the 22 August 2011, a 10,000m Phase One

drill program commenced. This was the first

of the campaigns funded by successful capital

raising to expand and optimise the mineral

resource estimate at Amayapampa. Any

increases in mineable reserves would extend

the Project life and improve on the Project

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economics established in the Feasibility Study

completed in January 2011.

Following the successful completion earlier in

the previous year of the 16 drill‐hole program

commissioned specifically to enhance

predictability of early production mill feed, a

follow up programme was then planned to:

Provide geotechnical data for pit

slope design optimisation;

Convert in‐pit resources, currently

classed as Inferred, to Indicated or

better;

Convert below pit high grade

resources, currently classed as

Inferred, to Indicated or better;

Provide final metallurgical samples;

Explore the currently prospective

northern extension of the resource;

and

Explore the recently discovered high

grade vein to the south‐west of the

main deposit.

A 22‐hole drilling programme was completed,

however, the assaying/metallurgical test work

of samples collected to date remain

incomplete as, in the view of the Board, to

complete these programmes in the prevailing

environment of workforce and community

unrest/demands and threatened

nationalisation, would have been (and will be)

inimical to the commercial (and personal

safety) interests of the Company.

Suspension of Operations and Investment in

Bolivia

On 3 February 2012, Republic Gold suspended operations in Bolivia pending regulatory and policy certainty specifically relating to nationalisation of mining assets and the implications of the (draft) Mining Code. This uncertainty was directly impacting the $130m capital raising needed for Republic Gold to commercialise the Project. The Board agreed

to suspend operations pending clarity on issues affecting investment in the Project. The Board was advised that key investment and operational issues included:

• The release of the (draft) Mining Code, which has serious royalty, tax, and balance sheet implications

• Recent mine nationalisations including the BP affiliate, Pan American Energy oil company, and media reports that the Japanese owned San Cristobal silver mine was a nationalisation target

• The need for a commitment from the Bolivian Government to support or co‐invest in the project (the Company has had more than 25 meetings with the Government in 2 years)

• The need for real on‐the‐ground support for the Project by the Mines and the Labour ministries.

At this point the Board believed it unwise to commit further shareholder funds pending policy clarifications. On 17 February 2012, Republic Gold announced continued suspension of operations after being unable to resolve issues with Bolivian Government Ministries and Agencies despite repeated attempts. Media coverage in Bolivia suggested that the uncertainty reported by the Board was being felt by the entire Mining and Investment Sector in Bolivia. On 7 March 2012, Republic Gold lifted the suspension of works and placed key staff back into the management offices in La Paz. This followed engagement with all stakeholders and interest groups via meetings in La Paz and through formal correspondence. Detailed discussions regarding Nationalisation, the Draft Mining Code and Labour commitments resulted in a number of outcomes. Discussions with Joint Venture partners and other funding options continued.

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Commencement of Strategic Review

On 29 March 2012, a strategic review of

operations at the Amayapampa Gold Mine

commenced.

As a result of the review, Mr Campbell Smith tendered his resignation effective 31st March 2012. The Board thanks Mr Smith for his tremendous contribution and efforts over the 6 months prior, in getting both the Australian and Bolivian operations restructured. Further, Maria Jitton, Managing Director of RAU’s wholly‐owned subsidiary Minera Nueva Vista (MNV), also tendered her resignation effective 15th April 2012; after 10 years of loyal service. Mr Robert Comerford was appointed Interim Chief Operating Officer, responsible for the day‐to‐day operations both in Australia and Bolivia. Republic Gold Enters into sale agreement with LionGold Corp On the 20th April 2012, the Board entered into a non‐binding, confidential, agreement for the sale of the wholly‐owned subsidiary Minera Nueva Vista, Bolivia. The agreement is subject to shareholder approval and a 30 market‐day due diligence by the proposed purchaser. On May 21 2012, the period for due diligence was extended to 30 June 2012. On June 4 2012, The Board announced that the company had entered into the agreement with Singaporean Gold developer LionGold Corp (LGC) for a mixture of cash and shares in LGC. The total consideration of US $7million is subject to a number of conditions precedent including approval by Republic Gold’s shareholders and completion of LionGold’s due diligence.

After balance date events in relation to the ongoing sale process of the Amayapampa Gold Project: A further extension was requested by the purchaser LGC and granted on the 13 July 2012, bringing the due diligence completion date to 17 September 2012. The delay has been partly a result of working across time zones and the need to source original documents from Australia, Antigua and Bolivia. As part of this extension, LGC agreed to loan Republic Gold US$1.1million to ensure stability at the mine during this time of transition by way of continued payment of salaries, acid treatment etc. On 13 September 2012, a further extension to the Due Diligence process was requested by LGC, and granted by RGL, to the 31 October 2012. Further, an additional loan of US$500,000 was agreed to RGL for the interim period to fund operations up to the ‘drop dead’ date. Australia

Kangaroo Creek Tin Project

On the 9 August 2011, Republic Gold completed the sale of its share in the Kangaroo Creek Joint Venture in Queensland. This activity was reported as an after balance date activity in the 2011 Annual Report. The disposal was in line with the Company’s key objective to focus on the Amayapampa Project and free up management and resources. The Company and Staldor Mining Pty Limited (“Staldor Mining”) entered into an Option Deed and Sale agreement in the first quarter of 2011. The Joint Venture with Staldor Mining was to explore and mine on a series of granted exploration and mining leases and lease applications in and around Kangaroo Creek, located south‐west of Chillagoe, outside of the Hodgkinson Basin in Far North Queensland.

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The purchaser completed due diligence and exercised the option to buy the project. The sale was finalised with Republic Gold receiving a total of $600,000 (purchase price and option payment) for its share. Sale of Far North Queensland assets to Territory Minerals On the 14 October 2011, The Directors announced that the Company had entered into a Tenement Sale Agreement with Territory Minerals Pty Ltd whereby Territory acquired all of the Company’s Far North Queensland assets (“FNQ”) in return for consideration comprising a mixture of cash and shares. Completion of the sale was subject to satisfaction by the parties of certain conditions. The transaction was also in line with the Company’s long term strategy of focusing its efforts and resources on its flagship Amayapampa project in Bolivia. The Company’s FNQ assets consisted of 37 tenements held, or in which the Company has an interest, and certain physical assets associated with those tenements. Territory will assume the responsibility to maintain the tenements and pay the appropriate security bonds in accordance with State legislative requirements. The Company is selling the tenements with mortgages and caveats over them, which will be released at the time Territory is admitted to the official list of the ASX. The terms of the sale include a combination of cash payment and shares to be received by the Company as follows:

• Due diligence deposit paid ‐ $50,000;

Initial cash and share consideration ‐ $75,000 and 2 million ordinary shares in Territory (which are subject to certain trading restrictions); and

• Cash consideration payable by Territory upon being admitted to the official list ‐ $125,000.

The arrangement was designed to bring cashflow into the Company and allow it to progress its Amayapampa gold project. Appointment of Company Secretary, Change of Registered Office and Principal Place of Business On the 17 October 2011, Nick Geddes was appointed as Company Secretary replacing resigning secretary, Roslynn Shand. The Registered Office of the Company is now: Level 3 70 Pitt Street SYDNEY NSW 2000 Principal Place of Business is: Level 9 66 Hunter Street SYDNEY NSW 2000

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RESOURCE STATEMENT & JORC CODE COMPLIANCE STATEMENTS

Mineral Resource Statement Mineral Resources at 29 September 2012 –

Gold Equity Share

MEASURED INDICATED INFERRED TOTAL

TONNES GRADE TONNES GRADE TONNES GRADE TONNES

GRADE GOLD

('000) Au g/t ('000) Au g/t ('000) Au g/t ('000) Au g/t Ounces(‘000)

TOTAL AMAYAPAMPA

‐

‐

26,160 1.2 8,750 1.1 34,910

1.1 1,280

TOTAL MINERAL RESOURCES

‐

‐

26,160 1.2 8,750 1.1 34,910

1.1 1,280

Resource Estimation Parameters

A top cut of 5.0, 10.0 & 20.0 Au g/t was applied to the Amayapampa model for the Oxide, Transition and Primary ore types respectively.

2 In the table above COG = Cut‐Off Grade. At higher gold prices or with improved economics the current Mineral Resources cut‐off grades may be lowered thus increasing the Amayapampa Resources.

Ore Reserves at 29 September 2012

PROVEN PROBABLE TOT

TONNES GRADE TONNES GRADE TONNES GRADE GOLD

('000) Au g/t ('000) Au g/t ('000) Au g/t Ounces(‘000)

AMAYAPAMPA

‐

‐ 18,900 1.3 18,900

1.3 787,300

Ore Reserve Cut‐offs

Ore Type Cut‐off Grade (g/t Au)

Oxide 0.80 Transition 0.70 Primary 0.45

Location

Grade Interpolation Method

SectionSpacing metres

COGg/t Au Oxide& Transition

COG g/t Au Primary

Oxide Density

Primary Density

BOLIVIA Amayapampa Block Model Ordinary

Kriging 10 to 50 0.4 0.4 2.40 2.75

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Notes Accompanying the Mineral Resource and Reserve Statement

Information in this report that relates to Mineral Resources for Republic Gold Limited is based on information compiled by Paul Pyke, former Republic Project Development Manager, Paul is a member of the Australasian Institute of Mining and Metallurgy. It is also based on information estimated by Kerrin Allwood, Republic Gold’s Resource Estimation consultant, a member of the Australasian Institute of Mining and Metallurgy. Paul Pyke and Kerrin Allwood have a minimum of six years experience in the estimation, assessment and evaluation of Mineral Resources and Ore Reserves. Paul Pyke and Kerrin Allwood have significant experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Paul Pyke and Kerrin Allwood consent to the inclusion in this report of these matters based on the information in the form and context in which it appears.

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Directors’ Report Your Directors present their report on the Company and its controlled entities (“Group”) for the financial year ended 30 June 2012. Directors The names and details of directors in office at any time during or since the end of the financial year are: Chairman Mr Ray Shorrocks – Ray Shorrocks has over 20 years’ experience in corporate finance and has advised a diverse range of mining companies during his career at Patersons Securities Limited, one of Australia’s largest full service stockbroking and financial services firms. He has been instrumental in managing and structuring equity capital raisings as well as having advised extensively in the area of mergers and acquisitions. Mr Shorrocks is a director of a number of private companies. Non – Executive Director and former Executive Chairman (1st July, 2011 to 4th October, 2011) Mr Peter Wicks is a Chartered Accountant and a Fellow of the Australian Institute of Chartered Accountants. Mr Wicks has had extensive experience in the natural resources sector and more recently as a property developer. Mr Wicks was a long‐term finance director for a large ASX listed company operating in the oil and gas sector during the 1980’s and more recently was the independent director of Drillsearch until September 2009. He was also a director of several of oil & gas companies listed on the Toronto Stock Exchange during the 1990’s. He has been both an executive and non‐executive director of Australian domiciled mineral companies, including Perseverance Corporation Limited where he was a non‐executive director from 1994 to 1998. Non – Executive Director Dr David King is an experienced natural resources executive, with over 30 years’ experience in the precious metals and energy sectors. He is a former Managing Director of North Flinders Mines Limited; founder, executive director and now non‐executive director Eastern Star Gas Ltd; and Chairman, Robust Resources Ltd. Dr King holds degrees in Physics/Mathematics, Geophysics and a Doctorate in Seismology form the Australian National University.

Former Managing Director Mr Campbell Smith was previously Managing Director of Galilee Energy Ltd. He has worked at Jeebropilly, Ernst Henry and Savage River Mines in Australia as well as MICCL’s No.1 Copper mine in Myanmar . He also developed the Cascade, Whareatea and Takitimu Coal Mines in New Zealand for Galilee Energy Ltd. Mr Smith resigned from his role effective from 31 March 2012. Directors’ Meetings During the year the Company held 14 meetings of directors. The attendance at meetings of the Board was:

Number of Meetings attended by: Board Meetings

Raymond J Shorrocks Peter A Wicks David King Campbell G Smith (resigned 31 March 2012)

13 14 12 5

Company Secretary The following person held the position of Company Secretary at the end of the financial year: Mr Nick Geddes (Australian Company Secretaries) was appointed Company Secretary on 17 October 2011. Mr Geddes is the principal of Australian Company Secretaries, a company secretarial practice that he formed in 1993. Mr Geddes is a past President and Board Chairman of Chartered Secretaries Australia. His previous experience, as a Chartered Accountant and Company Secretary, includes investment banking and development and venture capital in Europe, Africa the Middle East and Asia. Nick Geddes replaced resigning secretary, Roslynn Shand. Qualifications: Chartered Accountant (Fellow of Institute of Chartered Accountants in England & Wales) and Fellow of the Institute of Chartered Secretaries (Chartered Secretaries Australia). Operating results The loss of the Group for the financial year amounted to $3,053.197.29 (Group loss in 2011 ‐ $7,233,417.00, Group loss in 2010 ‐ $16,404,177).

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Review of Operations Please view overview pages 3‐6. Financial Position Please see accompanying Audited Accounts. Future Developments, Prospects and Business Strategies The Board are actively looking at new projects for the future of Republic Gold post the sale of the Amyapampa Gold Project. These investigations are ongoing. Environmental Issues The operations of the Group in Australia and Bolivia are subject to environmental regulation under the laws of the Commonwealth and the States in which those operations are conducted. The directors are not aware of any environmental breaches by the Group during the period covered by this report. Dividends Paid or Recommended No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. Other disclosures in respect of unissued ordinary shares under options and exercise of options are contained in Notes 14 and 16 to the financial statements. Indemnification of Officer or Auditor The Company has agreed to indemnify and keep indemnified the following officers; Mr P A Wicks, Mr R Shorrocks and Dr D King against all liabilities and all legal expenses incurred by each as a director of the Company. No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the Company. The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the Company or any related body corporate against a liability incurred by the auditor.

Proceedings on Behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the financial year except for proceedings in Bolivia by the Company’s Bolivian subsidiary, Minera Nueva Vista SA and Mrs Gladys Radic involving mining concessions at Amayapampa. These proceedings have been ongoing and our legal representatives in Bolivia believe they are baseless. Services Provided by the Auditor The following is the nature of non‐audit services provided to the Company or the Group by the audit firm: ‐ advisory and compliance services in respect of the Company’s tax affairs. In view of the size of the Group and the nature of its activities, the Board has considered that establishing a formally constituted audit committee would contribute little to the effective management of the Group. Accordingly audit matters are reviewed by the Board as a whole and approved by resolution of the Board (with abstentions from relevant directors if there is any conflict of interest). Auditor’s Independence Declaration The lead auditor’s independence declaration for the year ended 30 June 2011 which forms part of this report has been received and can be found on page 20 of the Annual Report. Remuneration Report (Audited) This report details the nature and amount of remuneration for each director of Republic Gold Limited. As Republic Gold Limited is a small company, the remuneration arrangements are as simple as possible. Remuneration Policy The remuneration policy of Republic Gold Limited has been designed to align director objectives with shareholder and business objectives by providing a fixed remuneration component and allowing specific

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long‐term incentives based on key performance areas affecting the Company’s financial results. The Board of Republic Gold Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors to run and manage the Company, as well as to create goal congruence between directors and shareholders. To date no long‐term incentives have been offered to any Director except for the ability to provide executive options. The Board’s policy for determining the nature and amount of remuneration for Board members of Republic Gold Limited is as follows:‐ The remuneration policy, setting the terms and conditions for the directors was developed by the Board after Board members reviewed the remuneration of like positions in other small‐capitalisation gold exploration companies. All Directors receive either a base salary or a consulting fee (which is based on experience and commercial industry rates), superannuation and options. The Board reviews executive packages annually by reference to the Company’s performance, directors’ performance and comparable information from industry sectors and other listed companies in the small‐capitalisation resource exploration sector. The performance of directors is measured against criteria agreed with each director and is based predominantly on any increase in shareholders’ value. Any bonuses and incentives must be linked to predetermined performance criteria. The Board will approve all incentives, bonuses and options. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long‐term growth in shareholder wealth. Directors are also entitled to participate in the employee share and option arrangements, subject to shareholder approval as mentioned above. Any superannuation guarantee contribution is paid at the rate required by the government (currently 9%) and individuals can choose to sacrifice part of their salary to increase payments towards superannuation. There are no retirement benefits paid. All remuneration paid to Directors is valued at the cost to the Company and expensed, except that a portion has been capitalised to Amayapampa exploration. Shares given to Directors and executives will be valued as the difference

between the market price of those shares and the amount paid by the Director or executive. Options will be valued using the Black Scholes methodology. The Board policy is to remunerate non‐executive Directors at market rates for comparable companies for time, commitment and responsibilities and determines payments to the non‐executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non‐ executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for non‐executive Directors are not linked to the performance of the Company. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company. Performance Based Remuneration Currently, no executive Directors’ remuneration package has a performance‐based component. Remuneration The remuneration for each Director of Republic Gold Limited during the year was as set in the table following:

The Board considered two employees to be executives, their remuneration is shown below:

Type ofBenefit

PWicks

R Shorrocks

DKing

CSmith

Salary &

Bonuses

$ Nil

$ Nil $ Nil $228,787

Directors’Fees

(Gross)

$ 48,124.92

$48,333 $40,000.00

(accrued)

Nil

ConsultingFee $ 70,440.00

Nil Nil Nil

Super Nil Nil Nil $8,808

Total

$ 118,564.92

$48,333

$40,000

$237,595

Paul Pyke Robert Comerford

Gross Salary $155,529 $51,613

Superannuation $33,332 $3,713

Total $188,861 $55,326

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Options Issued as Part of Remuneration for the year ended 30 June 2011 There were no options allocated as part of remuneration to directors or executives during 2011. Employment Contracts of Directors The Company formalises contracts of employment with executive management e.g. Managing Director. Directors are paid an annual fee and additional fees for work done outside the normal range of Directors’ duties. All Directors are reimbursed expenses incurred in their roles with the Company after the approval of these expenses by all other Directors. Directors’ Shareholdings

Director Number of shares ‐ direct

Number of shares – indirect

Ray Shorrocks ‐ 26,572,687

David King ‐ 10,000,000

Peter Wicks ‐ 10,385,850

Signed in accordance with a resolution of Directors

Raymond Shorrocks Chairman Republic Gold Limited

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REPUBLIC GOLD LIMITED ABN 86 106 399 311

13

MEETINGS OF DIRECTORS DURING THE YEAR ENDED 30 JUNE 2012

DIRECTORS The names of the persons who were directors of the Company during the financial year are as follows:

David William King Director Appointed 1 July 2011

Raymond John Shorrocks Chairman Appointed 1 July 2011

Campbell Smith Director Appointed 3 October 2011 Resigned 31 March 2012

Peter Alan Wicks Executive Director Non –Executive Director

Appointed 2 November 2005 Resigned 4 October 2011 Appointed 4 October 2011

MEETINGS OF DIRECTORS During the financial year, fourteen meetings of directors were held. Attendances were: Number of

meetings held while a director

Number of meetings attended

David William King 13 12

Raymond John Shorrocks 13 13

Campbell Smith 5 5

Peter Alan Wicks 14 14

BOARD AUDIT RISK & COMPLIANCE COMMITTEE MEETINGS During the financial year, no Board Audit Risk & Compliance Committee meetings were held. NOMINATIONS & REMUNERATION COMMITTEE MEETINGS During the financial year, no Nominations & Remuneration Committee meetings were held.

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CORPORATE GOVERNANCE Introduction The directors of Republic Gold Limited (“the Company”) are committed to high standards of corporate governance and this statement outlines the main corporate governance practices in place throughout the financial year. Having regard to the size of the company and the nature of its enterprise, it is considered that the Company complies as far as possible with the spirit and intentions of the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations’ – 2nd Edition with 2010 amendments. 1. Board of Directors The Board of Directors of the Company is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. As the Board acts on behalf of shareholders, it seeks to identify the expectations of shareholders, as well as other ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuing arrangements are in place to adequately manage those risks. The primary responsibilities of the Board include:

formulation and approval of the strategic direction, objectives and goals of the Company;

monitoring the operational and financial position and performance of the Company, including approval of the

Company’s financial statements;

requiring that financial and other reporting mechanisms are put in place which result in adequate, accurate and timely information being provided to the Board and the Company's shareholders and the financial market as a whole being fully informed of all material developments relating to the Company;

ensuring that adequate internal control systems and procedures exists and that compliance with these systems and procedures is maintained;

the identification of significant business risks and ensuring that such risks are adequately managed;

appointment of the Managing Director and all direct executive reports, the review of their performance and remuneration;

the establishment and maintenance of appropriate ethical standards; and

reviewing and, to the extent necessary, amending the Board and Committee Charters regularly. Due to its size and structure, the Board of Directors is able to meet regularly throughout the year for management and formal Board meetings, as well as being in frequent communication by way of telephone to ensure compliance with ASX Listing Rule disclosure requirements. The responsibility for the operation and administration of the Company is carried out by executive management eg a managing director. Support is provided to executive management by senior professional staff and where necessary by a technical director The Board ensures that the executive team is suitably qualified and experienced to discharge their responsibilities, and assesses on an ongoing basis the performance of the management team, to ensure that management’s objectives and activities are aligned with the expectations and risks identified by the Board. At that date of this report, the current directors of the Company are as follows: Independent Mr Peter Wicks Non‐Executive Director Dr David King Non‐Executive Director

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Not independent Mr Raymond Shorrocks Chairman For information in respect to each director, refer to the Directors’ Report. 2. Independent Directors Under ASX guidelines there are two members of the current Board that are considered to be independent, namely the Non‐Executive Directors, Mr Peter Wicks and Dr David King. Under the ASX guidelines, the other director is not considered to be independent. The Board is considered to be appropriate for the size of the Company, the nature of its operations considers and is a cost effective structure for managing the Company. 3. Board Composition When the need for a new director is identified, selection is based on the skills and experience of prospective directors, having regard to the present and future needs of the Company. Any director so appointed must then stand for election at the next meeting of shareholders of the Company.

4. Term of Appointment as a Director The constitution of the Company provides that a director other than the Managing Director may not retain office for more than three calendar years or beyond the third annual general meeting following his or her election, whichever is longer, without submitting for re‐election. One third of the directors must retire each year and are eligible for re‐ election. The directors who retire by rotation at each Annual General Meeting are those with the longest length of time in office since their appointment or last election.

5. Audit, Risk management and Internal Controls The Board acknowledges that it does not fully comply with the ASX’s recommendation on Principle 4, but in view of the size of the Company and the nature of its activities, the Board considers that establishing a separate audit and risk management committee would contribute little to the effective management of the Company.

Accordingly, the Board as a whole reviews audit and risk management matters and accepts the responsibility to ensure truthful and factual presentation of the Company’s financial position. An audit and risk management charter is being developed to formalise the following responsibilities:

Assessing the appropriateness of accounting policies, practices and disclosures and whether the quality of financial reporting is adequate;

Reviewing the scope and results of external and compliance audits,

Maintaining open lines of communication between the Board and external auditors;

Reviewing the annual report, the half yearly financial report and all other financial information published by the Company or released to the market;

Assessing the adequacy of the Company’s internal controls and make informed decisions regarding compliance policies, practices and disclosures;

Ensuring effective development and use of risk management processes;

Nomination of the external auditors and review the terms of engagement, the scope and quality of the audit and the auditor’s independence;

Reviewing the level of non‐audit services provided by the external auditor and ensure that it does not adversely impact on auditor independence.

The Company uses the services of an independent audit firm that has only a small number of partners. The Board, to a certain extent, relies on the auditors to ensure compliance with relevant accounting standards and gives full and complete co‐operation to its auditors without absolving itself of its responsibility. Where

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appropriate the Board is able to engage independent experts or professional advisors to assist with the identification and/or management of any key risk areas identified.

Each year the Chairman provides a statement to the Board in writing in respect to the integrity of the financial statements, that they are founded on a sound system of risk management and internal compliance and control and that the Company’s risk management and internal compliance and control systems are operating efficiently and effectively in all material respects.

Management has established and implemented a risk management and internal control system for identifying, assessing, monitoring and managing strategic, operational, financial reporting and compliance risks for the Company. The system is based upon policies, guidelines, delegations, industry practices and reporting as well as the selection and training of qualified personnel. The Board believes the current framework to be suitable for the Company’s current operations and stage of development. Whilst priority is given to the management of risk in the Company, investors are reminded that Republic Gold is engaged in mineral exploration and development activities which by their very nature are high risk.

7. Board Committees Nominations Committee and Remuneration Committee

Given the size and stage of development of the Company, the board believes that establishing separate Nomination and Remuneration Committees would contribute little to the Company’s effective management. Accordingly the nomination of new directors and the setting, or review, of remuneration levels of directors and senior executives are reviewed by the Board as a whole and approved by resolution of the Board (with abstentions from relevant directors where there is a conflict of interest). Where the Board considers that particular expertise or information is required, which is not available from within their number, appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.

8. Remuneration and Performance The Board as a whole deals with the remuneration of directors and key executives of the Company and a separate remuneration committee was deemed not to be required at this stage. The board policy is to remunerate non‐ executive directors at market rates for time, commitment and responsibilities. The board determines payments to the non‐executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non‐executive directors is subject to approval by shareholders. Fees for non‐executive directors are not linked to the performance of the Company. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the directors’ option plan.

9. Ethical standards All directors, management and employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The following policies or obligations have been established to guide directors, management and employees in carrying out their duties and responsibilities to the Company, shareholders, suppliers, other stakeholders and the wider community.

Continuous Disclosure

Code of Conduct

Share Trading

Board Charter

The policies of the Company will be continually reviewed in accordance with the standards required of the Company by the Directors, the ASX, ASIC and other stakeholders to ensure that appropriate governance standards are maintained.

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10. Conflict of Interest The directors must keep the Company informed, on an on‐going basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered.

11. Independent Professional Advice Each director has the right of access to all relevant Company information and to the Company’s executives. Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense. Prior approval of the Chairman is required, which will not be unreasonably withheld.

12. Communication to Market & Shareholders The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the directors and the Company. Information is communicated to shareholders and the market through:

the Annual Report which is made available to all shareholders;

other periodic reports which are lodged with ASX and available for shareholder scrutiny;

other announcements made in accordance with ASX Listing Rules;

special purpose information memoranda issued to shareholders as appropriate;

the Annual General Meeting and other meetings called to obtain approval for Board action as appropriate; and

the Company’s website.

13. Share Trading Share trading by directors, management or employees is not permitted at any time during black‐out periods or whilst in the possession of price sensitive information or inside information as per the Corporations Act 2001. Prior to any director trading in the Company’s securities, that director must inform the other directors of his decision to trade.

14. Diversity Policy The Company does not currently have a Diversity Policy. The Board will seek to develop a Diversity Policy over the coming year, which can then be used as a guide in identifying new directors, senior executives and employees.

Currently the Company has 1 female Communications Manager in Australia, there are no female directors.

15. External Auditors The external auditor is Lawler Draper Dillon.

The external auditor attends the Annual General Meeting and part of the agenda is the tabling of the financial statements and inviting shareholders to ask the directors or the auditor any questions with regard to the financial statements and the audit report.

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Auditor’s Independence Declaration to the Directors of Republic Gold Limited

In relation to our audit of the financial report of Republic Gold Limited for the financial year ended 30 June 2012 to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Lawler Draper Dillon

Steven Bradby

Partner Melbourne, 28 September 2012

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ABN 86 106 399 311

Consolidated Statement of Comprehensive Income

For the Year Ended 30 June 2012 2012 2011

Note $ $

Revenue 3 378,399

1,380,131

Writedowns and impairments of exploration assets 4 (1,746,379)

(4,713,000)

Receivables impairments (26,732)

-

Employee benefits expense (864,942)

(978,369)

Consultant & contractor expenses (373,811)

(1,027,254)

Travel expenses (375,371)

(134,159)

Depreciation expenses 4 (2,828)

(100,868)

Other expenses from ordinary activities (783,874)

(1,029,713)

Total expenses 4 (4,173,937)

(7,983,363)

Loss from continuing operations before income tax expense

(3,795,538)

(6,603,232)

Income tax expense 5 -

-

Loss from continuing operations after income tax expense

(3,795,538)

(6,603,232)

Discontinued operations

Loss from discontinued operations after income tax expense 7

(11,612,318)

(630,185)

Net loss for the year (15,407,856)

(7,233,417)

Other comprehensive income:

Foreign currency translation 730,848

(3,570,367)

Total comprehensive income for the year (14,677,008)

(10,803,784)

Basic loss after income tax per share (cents per share) 18 (0.46)

(0.22)

Diluted loss after income tax per share (cents per share) 18 (0.46)

(0.22)

The accompanying notes form part of these financial statements

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ABN 86 106 399 311

Consolidated Statement of Financial Position

As at 30 June 2012 2012 2011

Note $ $

CURRENT ASSETS

Cash & cash equivalents 19 444,555

5,568,886

Trade and other receivables 6 165,283

1,390,649

609,838

6,959,535

Assets of disposal group classified as held for sale 7 9,551,754

1,628,740

Total Current Assets 10,161,592

8,588,275

NON-CURRENT ASSETS

Property, plant and equipment 8 6,227

150,069

Intangible assets 9 -

620,145

Deferred exploration expenditure 10 -

14,226,019

Financial assets 11 -

194,722

Total Non-Current Assets 6,227

15,190,955

TOTAL ASSETS 10,167,819

23,779,230

CURRENT LIABILITIES

Trade and other payables 12 307,495

735,668

Borrowings 13 738,189

-

Employee entitlement provisions 14 -

430,783

Total Current Liabilities 1,045,684

1,166,451

Liabilities of disposal group classified as held for sale 7 1,171,754

-

Total Current Liabilities 2,217,438

1,166,451

TOTAL LIABILITIES 2,217,438

1,166,451

NET ASSETS 7,950,381

22,612,779

EQUITY

Issued capital 15 56,150,330

56,135,720

Accumulated losses (48,798,949)

(33,391,093)

Reserves 16 599,000

(131,848)

TOTAL EQUITY 7,950,381

22,612,779

The Accompanying notes form part of these financial statements

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ABN 86 106 399 311

Consolidated Statement of Changes in Equity

For the year ended 30 June 2012

Issued Capital Ordinary Shares

Accumulated Losses Reserves Total

Note $ $ $ $

Balance at 30 June 2010 15,16 43,837,888

(26,157,676) 3,438,519

21,118,731

Shares issued during the year 15 13,274,586

-

-

13,274,586

Transaction costs 15 (976,754)

-

-

(976,754)

Net Loss -

(7,233,417)

-

(7,233,417)

Adjustments from translation of foreign controlled entities 16

-

-

(3,570,367)

(3,570,367)

Balance at 30 June 2011 15,16 56,135,720

(33,391,093)

(131,848)

22,612,779

Shares issued during the year 15 14,610

-

-

14,610

Net Loss -

(15,407,856)

-

(15,407,856)

Adjustments from translation of foreign controlled entities 16

-

-

730,848

730,848

Balance at 30 June 2012 15,16 56,150,330

(48,798,949)

599,000

7,950,381


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ABN 86 106 399 311

Consolidated Statement of Cash Flows

For the year ended 30 June 2012 2012 2011

Note $ $

Cash Flow from Operating Activities

Receipts from grants and other sources 242,806

385,049

Payments to suppliers and employees (1,936,032)

(4,769,818)

Interest received 123,106

71,422

Net cash used in operating activities 19(b) (1,570,120)

(4,313,347)

Cash Flow from Investing Activities

Proceeds from sale of investments -

578,660

Proceeds from sale of exploration assets 77,083

1,453,999

Payments for exploration activities (3,977,513)

(5,516,392)

Proceeds from sale of plant and equipment -

101,567

Payments for property, plant and equipment (29,318)

(16,000)

Net cash used in investing activities (3,929,748)

(3,398,166)

Cash Flow from Financing Activities

Proceeds from borrowings 735,361

-

Net proceeds from share issue 14,610

12,048,833

Net cash provided by financing activities 749,971

12,048,833

Net increase (decrease) in cash held (4,749,897)

4,337,320

Net foreign exchange differences 9,466

(35,729)

Cash at beginning of financial year 5,703,045

1,401,455

Cash at end of financial year 19(a) 962,615

5,703,045


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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 2012

Note 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is for Republic Gold Limited and controlled entities (‘Consolidated Group’ or ‘Group’). The parent entity, Republic Gold Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office of the Company is located at 66 Hunter Street, Sydney NSW 2000.

The financial report for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the directors on 28 September 2012.

a. Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non‐current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board with the exception of the treatment of accounting for Business Combinations in the 2008 year as described at Note 1.d.

b. New/Amended Accounting Standards and Interpretations

(i) Changes in accounting policy and disclosures

The accounting policies adopted are consistent with those of the previous financial year other than as noted below.

There are a number of new and amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB), which are applicable for reporting periods beginning on or after 1 July 2011. The Group has adopted all of the mandatory new and amended pronouncements issued that are relevant to its operations and that are effective for the current reporting period. There was no material impact on the consolidated financial statements for the year as a result of adoption of those new and amended pronouncements.

(ii) Early adoption of standards

The Group has not elected to apply any pronouncements before their operative date in the annual reporting period beginning 1 July 2011.

(iii) Australian Accounting Standards and Interpretations issued but not yet effective

The following Standards and Interpretations issued or amended are applicable to the Group but not yet effective and have not been adopted in preparation of the financial statements at reporting date. The Group’s assessment of the impact of these new standards and interpretations is set out below.

AASB 9 Financial Instruments, AASB 2009‐11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010‐7 Amendments to Australian Accounting Standards arising from AASB 9

AASB 9 includes requirements for the classification and measurement of financial assets. It is further amended by AASB 2010‐7 to reflect amendments to the accounting for financial liabilities.

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REPUBLIC GOLD LIMITED ABN 86 106 399 311 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 2012 cont.

24

AASB 9 introduces a revised basis of financial asset classification, changes the accounting treatment in respect of equity investments not held for trading, eliminates potential inconsistencies in the treatment of certain financial assets, and clarifies the measurement of financial liabilities under the fair value option.

Various other Standards are consequentially revised through AASB 2009‐11. The Standards will be applied by the Group with effect from 1 July 2015, at which point the impacts will be more readily determinable.

(ii) Australian Accounting Standards and Interpretations issued but not yet effective (continued)

AASB 10 Consolidated Financial Statements

AASB 10 establishes a new control model that applies to all entities, replacing parts of AASB 127 Consolidated and Separate Financial Statements. The new model broadens the situations when an entity is considered to be controlled by another entity and provides guidance for applying the model to specific situations, including when acting as a manager, the impact of potential voting rights, and when holding less than a majority of voting rights.


AASB 12 Disclosure of Interests in Other Entities

AASB 12 governs the disclosures relating to an entity’s interests in subsidiaries, joint arrangements, and associates, including the judgements made by management to determine whether control exists.

The Standard will be applied by the Group with effect from 1 July 2013, at which point the impacts will be more readily determinable.

AASB 13 Fair Value Measurement

AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities, and expands the disclosure requirements for all assets or liabilities carried at fair value.


AASB 2011‐4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements

The impacts of the Standard, to be applied with effect from 1 July 2013, are not expected to be significant.

AASB 2011‐9 Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income

The Standard requires items presented in other comprehensive income on the basis of whether they may be reclassified subsequently to profit or loss and those that will not. The impacts of the standard, to be applied with effect from 1 July 2012, are not expected to be significant.

Annual Improvements to IFRSs 2009–2011 Cycle

This standard sets out amendments to International Financial Reporting Standards (IFRSs) and the related bases for conclusions and guidance made during the International Accounting Standards Board’s Annual Improvements process. The amendments have not yet been adopted by the AASB.

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c. Principles of consolidation

Controlled entities

The consolidated financial statements incorporate the assets and liabilities of the Company and all controlled entities as at 30 June 2012, and the results of all controlled entities for the year then ended. The Company and its controlled entities together are referred to in this financial report as the Group or the consolidated entity.

A controlled entity is any entity over which Republic Gold Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities.

As at the reporting date the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered (left) the Group during the year, their respective operating results have been included (excluded) from the date control was obtained (ceased).

All inter‐group balances and transactions between entities in the Group, including unrealised profits and losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Investments in subsidiaries are accounted for at cost in the individual financial statements of the parent, less any impairment charges.

d. Business combinations

Business combinations occur where control over another business is obtained and results in the consolidation of its assets and liabilities. All business combinations, including those involving entities under common control, are accounted for by applying the purchase method.

The purchase method requires an acquirer of the business to be identified and for the cost of the acquisition and fair values of identifiable assets, liabilities and probable contingent liabilities to be determined as at acquisition date, being the date that control is obtained. Cost is the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for control together with costs directly attributable to the business combination. Any deferred consideration payable is discounted to present value using the entity’s incremental borrowing rate.

Goodwill is recognised initially at the excess of cost over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and probable contingent liabilities recognised. If the fair value of the acquirer’s interest is greater than probable cost, under AASB3 Business Combinations the surplus should be immediately recognised in profit and loss.

In the 2008 year the Group accounts were not prepared in accordance with the provisions of AASB3 in respect of calculating any profit on acquiring a business at a cost less than the assessed fair value of net assets acquired. In this case the impact of not recording this difference or ‘gain’ as income in the 2008 Group Statement of Comprehensive Income was to overstate the loss before income tax in 2008 by $2,354,387 and to record a premium on consolidation reserve of the same amount direct to Shareholders Equity.

In April 2008 the parent entity purchased a number of companies containing the Amayapampa Gold Project assets. The consideration payable for the shares in these companies, or the ‘cost’ of the net assets acquired, was both contingent and deferred pending the outcome of future exploration works, future

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project financing, local sovereign approvals and the eventual commissioning of a gold mine at Amayapampa, Bolivia. (See Notes 7, 20 and 23).

The directors of Republic Gold Limited are of the view that the conditions precedent to incurring a cost to the vendor for the acquired shares are sufficiently uncertain so as to render the deferred, contingent liability not yet probable. When sufficient further exploration and development works are completed and the mine development is confirmed the parent entity will recognise the deferred costs of acquisition and at that stage determine any difference between cost and the fair value of the net assets acquired.

e. Operating segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the group’s chief operating decision makers) in assessing performance and in determining the allocation of resources.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group’s other components. An operating segment’s operating results are reviewed regularly by the Board to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.

Segment results that are reported for the purpose of management’s decisions include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate office assets, head office expenses, and any income tax related balances.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

f. Foreign currency translation

Functional and presentation currency

The functional currency of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year‐end exchange rate. Non‐monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non‐monetary items measured at fair value are reported at the exchange date at the date when the fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity or a qualifying cash flow or investment hedge.

Exchange differences arising on the translation of non‐monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.

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Group companies

The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:

‐ assets and liabilities are translated at year‐end exchange rates prevailing at that reporting date

‐ income and expenses are translated at average exchange rates for the period: and

‐ retained earnings are translated at the exchange rates prevailing at the date of the transaction

Exchange differences arising on the translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of comprehensive income in the period in which the operation is disposed.

f. Cash and cash equivalents

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

g. Financial instruments

Recognition

Financial instruments, incorporating financial assets and financial liabilities, are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid,

including the transfer of non‑cash assets or liabilities assumed is recognised in profit or loss.

Loans and receivables

Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Current receivables are generally expected to be settled within 60 days. Receivables are recognised and carried at original invoice amount less provision for any uncollectible debts. An estimate for impaired debtors is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Other receivables include deposits to support bank guarantees in favour of the Minister for Energy and Resources.

Held‐to‐maturity investments

These investments are non‐derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group’s intention to hold these investments to maturity. Held‐to‐maturity investments are measured at amortised cost using the effective interest rate method.

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Available‐for‐sale financial assets

Available‐for‐sale financial assets are non‐derivative financial assets that are designated as such or that are not classified in any other category. Available‐for‐sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilities

Non‐derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Due to their short term nature trade and other payables are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 to 60 days of recognition.

Fair value

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Unless otherwise disclosed in the notes to the financial statements, the carrying amount of the Group’s financial instruments approximates their fair values.

Impairment

At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available‐for‐sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.

h. Non‐current assets held for sale

Non‐current assets and disposal groups are classified as held for sale and measured at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction instead of use. They are not depreciated or amortised. For an asset or disposal group to be classified as held for sale, it must be available for immediate sale in its present condition and its sale must be highly probable.

An impairment loss is recognised for any initial or subsequent write‐down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non‐current asset (or disposal group) is recognised at the date of derecognition.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, or is part of a single coordinated plan to dispose of such a line of business or area of operations. The results of discontinued operations are presented separately on the face of the statement of comprehensive income and the assets and liabilities are presented separately on the face of the statement of financial position.

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i. Property, plant and equipment

Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by the directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to present values in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets is depreciated over their useful lives to the Group commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Buildings 15%

Furniture and equipment 7.5 – 50%

Plant and equipment, vehicles 15 ‐ 18.75%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income.

j. Intangibles

Goodwill

Goodwill is initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Tenements, Permits & Mining Assets

Tenements, Permits & Mining Assets are initially recorded at the purchase price at the date of acquisition. The balances are reviewed annually and any balance representing future benefits the realisation of which is considered to be no longer probable are written off.

k. Exploration expenditure

Exploration, evaluation and development costs are accumulated in respect of each separate area of interest. These costs are carried forward where they are expected to be recouped through sale or successful development and exploitation of the area of interest or where activities in the area of interest

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have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

The ultimate recoupment of costs carried forward in respect of interests still in the exploration or evaluation phases is dependent on successful development and commercial exploitation, or alternatively, sale of respective areas.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the year the decision is made. Each area of interest is also reviewed annually and accumulated costs written off to the extent that they will not be recoverable in the future.

Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. When production commences, carried forward exploration, evaluation and development costs are amortised over the life of the economically recoverable reserves.

l. Impairment of assets

At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

m. Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

n. Employee benefits

Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to settle within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year are disclosed in future dollars and have not been measured at the present value of the estimated future cash outflows to be made for those benefits.

o. Contributed equity

Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

p. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

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

All revenue is stated net of the amount of goods and services tax (GST).

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q. Income tax

The charge for current income tax expense is based on the profit for the year adjusted for any non‐assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted as at reporting date.

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

Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled, based on tax rates enacted or substantially enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future tax profits will be available against which the benefits of the deferred tax asset can be utilised.

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

r. Goods and Services Tax (GST)

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

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

s. Earnings per share

(i) Basic earnings per share

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

(ii) Diluted earnings per share

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

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t. Comparatives

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Note 2: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and internally.

Tenements, Permits & Mining Assets, and the associated Deferred Exploration Expenditure (Exploration Assets)

Exploration assets are carried forward in accordance with policy Note 1.k. The future recoverability of exploration assets is dependent on a number of factors, including whether the Group decides to exploit the related tenements itself, or if not, whether it successfully recovers the assets through sale.

The current assessment of recoverability has been affected by the sale transaction disclosed in Note 7. The asset subject to the Share Sale Agreement is the Group's only remaining exploration asset. The valuation assessment is formed on the basis of an agreed amount of consideration payable at completion; however the fair value recognised remains dependent on the successful completion of the transaction, and the variation in market factors subsequent to the reporting date.

Impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value‐in‐use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

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Note 3: REVENUE 2012 2011

$ $

- Profit on disposal of securities -

518,660

- Grants received 242,806

757,049

- Interest income – other 123,106

104,422

- Exchange gains 12,487

-

378,399

1,380,131

Note 4: LOSS FROM ORDINARY ACTIVITIES 2012 2011

$ $

Loss from ordinary activities has been determined after the following expenses:

Writedowns and impairments of exploration assets: Tenements, permits & mining

assets 1,551,658

4,713,000

Financial assets 194,721

-

1,746,379

4,713,000

Impairment of receivables 26,732

-

Depreciation of non-current assets

- furniture and equipment 2,828

33,150

- plant and equipment, vehicles -

30,561

- buildings -

37,157

2,828

100,868

Remuneration of the auditor of the Company for:

- auditing or reviewing the financial reports 31,280

64,000

- taxation compliance and advisory services 14,570

19,235

- other non-assurance services 3,000

14,000

48,850

97,235

Remuneration of other auditors of controlled entities, for audit services 13,234

24,915

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Note 5: INCOME TAX EXPENSE 2012 2011

$ $

(a) The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax expense as follows:

Prima facie income tax expense/(benefit) on loss from ordinary activities before income tax at 30% (2011: 30%)

(5,379,857)

(2,170,025)

Adjust for tax effect of:

- R&D grant (72,842)

(222,615)

- exploration and other impairment charges 531,933

1,461,764

- net movement in provisions 39,571

(47,127)

- Bolivian non taxable losses 4,241,195

189,056

Total tax losses not brought to account (640,000)

(788,947)

Tax effect of unused tax losses of the parent company not recognised and for which no deferred tax asset has been recognised

7,181,479

6,574,828

The future income tax benefit attributable to these losses has not been brought to account as it is not considered more likely than not that they will be recovered. The potential future income tax benefits which may arise from these losses will only be realised if:

- The Group derives future assessable income of a nature and sufficient amount to enable the benefit of the losses to be realised;

- The Group continues to comply with the conditions of deductibility imposed by the law; and

- No changes in tax legislation adversely affect the Group in realising the benefit from the deduction for the losses.

Note 6: TRADE AND OTHER RECEIVABLES 2012 2011

Current $ $

Sundry receivables 142,222

1,103,123

GST and input taxes refundable 23,061

260,794

Share subscriptions receivable -

26,732

165,283

1,390,649

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Note 7: DISCONTINUED OPERATIONS 2012 2011

Assets $ $

Amayapampa Gold Project (comprising the Bolivian Exploration segment) 9,551,754

-

Tenements, permits, equipment and security deposits (these assets are included in the Australian Exploration segment)

-

1,628,740

9,551,754

1,628,740

Liabilities

Amayapampa Gold Project (comprising the Bolivian Exploration segment) 1,171,754

-

Net assets attributable to discontinued operations 8,380,000

1,628,740

(a) Details of operations held for sale as at 30 June 2012 On 2 June 2012, the Company and LionGold Corp Limited (LionGold) entered into a Share Sale Agreement to dispose of the Company's interest in Vista Gold (Antigua) Corp and its wholly owned subsidiaries, which own the Amayapampa Gold Project in Bolivia, for a consideration of USD 7,000,000. Additionally, inter-company loans advanced by the Company to Vista Gold and its subsidiaries will be assigned to the buyer. As at 30 June 2012, the Amayapampa Gold Project was classified as a disposal group held for sale.

Immediately before the classification of the Amayapampa Gold Project as a discontinued operation, the recoverable amount of the assets of the project was estimated. The recoverable amount estimation was based on fair value less costs to sell and was determined at the cash-generating unit level, being the entire Bolivian Exploration segment.

Management's decision to discontinue the Bolivian operations resulted in a reduction of value in use of the cash-generating unit, so that value in use is not materially greater than fair value less costs to sell. As a result, an impairment loss of $10,631,713 in total was recognised to reduce the carrying amount of the Amayapampa Gold Project to recoverable amount. This has been recognised in the statement of comprehensive income in the line item 'discontinued operations'.

(b) Particulars of the agreement and matters subsequent to the reporting date

The above referred agreement and an associated Loan Agreement between the Company and LionGold have each been amended on 13 July 2012 and 12 September 2012. The amendments were agreed between the parties to enable the buyer sufficient time to complete due diligence. Consequent to the amended agreements, the buyer has advanced or has agreed to advance further loans totalling USD 850,000 to the Company, for specifically identified purposes in relation to the Amayapampa Gold Project. The effect of the amendments has been that the composition of the purchase consideration has changed, as shown below:

Composition agreed on 2 June 2012

Composition after agreement

amendments

Cash, advanced under a loan facility USD 750,000 USD 1,600,000

Shares in LionGold Corp Limited USD 6,250,000 USD 5,400,000

USD 7,000,000 USD 7,000,000

The loans advanced to date have been expended on required operational activities to maintain the Project. The events that have occurred subsequent to the reporting date and up to the expected completion date have had, or will have, the effect of reducing the net value of the consideration receivable by USD 850,000, or approximately AUD 820,000 using current exchange rates. The impacts will be further affected by the market price of LionGold shares and prevailing exchange rates (LionGold is listed on the Singapore Stock Exchange) .

The Share Sale Agreement is subject to a number of conditions precedent, including approval of the Company's shareholders.

The date by which LionGold is required to complete, and be satisfied with the results of its due diligence investigations, has been extended by the 12 September 2012 amendment to 31 October 2012. After disposal, the transaction outcome remains subject to warranties that may result in claims by the buyer, a restriction over the number of consideration shares the Company may dispose of up to one year from completion, and a 12 month escrow period in respect of 29% of the total number of consideration shares issued to the Company.

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(c) Financial performance of operations held for sale

The results of the discontinued Amayapampa Gold Project operations for the year until disposal are presented below:

Employee benefits expense 491,874

133,947

Other expenses from ordinary activities 488,731

496,238

Loss recognised on impairment of assets 10,631,713

-

Loss before and after income tax from discontinued operations 11,612,318

630,185

(d) Assets and liabilities — held for sale operations

The major classes of assets and liabilities of the Amayapampa Gold Project at 30 June 2012 are as follows:

Assets

Cash and cash equivalents 8,529

Trade and other receivables 442,717

Plant and equipment 185,647

Intangibles 8,914,861

Assets directly associated with assets classified as held for sale 9,551,754

Liabilities

Trade and other payables (437,573)

Interest-bearing loans and borrowings (734,181)

Liabilities directly associated with assets classified as held for sale (1,171,754)

Net assets attributable to discontinued operations 8,380,000

(e) Cash flow information — held for sale operations

The net cash inflows (outflows) associated with the Amayapampa Gold Project for the year ended 30 June 2012 are as follows:

Operating activities (980,605)

Investing activities (3,997,777)

Financing activities 735,361

Net cash outflow (4,243,021)

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Note 8: PROPERTY, PLANT AND EQUIPMENT 2012 2011

$ $

Land, at cost -

49,348

Furniture and equipment at cost 9,054

185,445

Less accumulated depreciation (2,827)

(109,971)

6,227

75,474

Plant and equipment, vehicles at cost -

78,852

Less accumulated depreciation -

(53,605)

-

25,247

Total Property, Plant and Equipment

6,227

150,069

Upon classification of the Amayapampa Gold Project as a discontinued operation, the recoverable amount of the assets of the project was estimated, and accounted in accordance with the process described in Note 7(a). The property, plant and equipment balances, at their adjusted carrying amount, have been transferred to assets of disposal group held for sale.

Movements in property, plant & equipment carrying amounts:

2012 Opening Balance Additions (Disposals)* Depreciation

Closing Balance

Furniture and equipment 75,474

9,054

(75,474)

(2,827)

6,227

Plant and equipment, vehicles 25,247

-

(25,247)

-

-

Land 49,348

-

(49,348)

-

-

150,069

9,054

(150,069)

(2,827)

6,227

* Includes transfers to assets of disposal group classified as held for sale

2011 Opening Balance

Additions (Disposals)*

Currency translation adjustment Depreciation

Closing Balance

Furniture and equipment 105,286

14,000

(10,662)

(33,150)

75,474

Plant and equipment, vehicles 203,433

(134,372)

(13,253)

(30,561)

25,247

Buildings 47,157

(10,000)

-

(37,157)

-

Land 58,490

-

(9,142)

-

49,348

414,366

(130,372)

(33,057)

(100,868)

150,069

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Note 9: INTANGIBLE ASSETS 2012 2011

$ $

Tenements, permits & mining assets -

620,145

Upon classification of the Amayapampa Gold Project as a discontinued operation, the recoverable amount of the assets of the project was estimated, and accounted in accordance with the process described in Note 7(a). The tenements, permits & mining assets, at their adjusted carrying amount, have been transferred to assets of disposal group held for sale.

Note 10: DEFERRED EXPLORATION EXPENDITURE 2012 2011

$ $

Group operated exploration permits -

14,226,019

Upon classification of the Amayapampa Gold Project as a discontinued operation, the recoverable amount of the assets of the project was estimated, and accounted in accordance with the process described in Note 7(a). The deferred expenditure, at its adjusted carrying amount, has been transferred to assets of disposal group held for sale.

Note 11: FINANCIAL ASSETS 2012 2011

$ $

Available-for-sale financial assets, comprising:

Unlisted investments at cost

- units in unlisted trust -

194,721

Unlisted investments at recoverable amount

- shares in unlisted corporations – Australia -

1

-

194,722

Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity date attached to these investments. The unlisted investment is an investment in Borneo Coal Unit Trust, the principal activity of which is investing in coal exploration in South East Asia. Republic Gold Ltd has a 77.5% interest in Borneo Coal Unit Trust that has invested 100% of its funds in Far East Energy Corporation Pty Limited. During the year the directors investigated the asset's recoverable amount. They assessed that the Company's interest in the underlying exploration did not remain commercial, and accordingly that the asset be fully impaired. The rights to the asset were subsequently transferred to a third party.

Note 12: TRADE AND OTHER PAYABLES 2012 2011

$ $

Trade accounts payable and accrued expenses 307,495

735,668

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Note 13: BORROWINGS 2012 2011

$ $

Loan advanced by LionGold Corp Limited 738,189

-

The loan has been advanced under a Loan Agreement between the Company and LionGold, associated with the agreement between the parties to enter into the Share Sale Agreement disclosed in Note 7.

Subsequent to the reporting date the associated agreements were amended on 13 July 2012 and 12 September 2012. Consequent to the amended agreements, LionGold has advanced or has agreed to advance further loans totalling USD 850,000 - approximately AUD 820,000 - to the Company, for specifically identified purposes in relation to the Amayapampa Gold Project.

In accordance with the 12 September 2012 amended agreements, the Company agreed to grant a security interest over the shares it holds in Vista Gold (Antigua) Corp, the ultimate Bolivian proprietor of the Amayapampa Gold Project, in favour of LionGold as security for payment of all amounts owing under the Loan Agreement.

The loan plus accrued interest, calculated at 8.5% per annum, becomes repayable within 5 business days if completion of the proposed transaction has not occurred by 31 October 2012.

Provided completion of the sale transaction occurs, the Company's obligation to repay the loan is set off against the purchase price under the Share Sale Agreement. No interest is payable if the transaction is completed.

Note 14: PROVISIONS 2012 2011

$ $

Employee annual leave entitlements -

430,783

Provision for employee entitlements

Provisions have been recognised for employee entitlements relating to both annual leave and long service leave. The measurement and recognition criteria pertaining to the employee benefits have been included in Note 1(n).

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Note 15: ISSUED CAPITAL 2012 2011

$ $

3,344,772,499 fully paid ordinary shares (30 June 2011: 3,343,210,335 shares) 60,222,708

60,208,098

Less: Capital raising costs (4,072,378)

(4,072,378)

56,150,330

56,135,720

Shares issued during the year: Date No. of Shares Issue Price $ Capital $

Beginning of reporting period 30 June 2011 3,343,210,335

56,135,720

Exercise of options 27 March 2012 93,010 $0.010

930

Exercise of options 18 April 2012 1,469,154 $0.010

14,692

Capital reconciliation adjustments (1,012)

End of reporting period 30 June 2011 3,344,772,499

56,150,330

Ordinary shares participate in dividends and the proceeds on winding up of the company in proportion to the number of shares held.

At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Listed options At balance date there are no options remaining exercisable (2011: 371,467,815 listed options exercisable at $0.01 before 31 March 2012).

Unlisted options Unlisted options to acquire ordinary shares have been granted to certain directors and consultants. No voting or other rights are attached to the options. At balance date there are no unlisted options outstanding (2011: 16,000,000 expiring 27 October 2011, exercisable at $0.0625).

Capital risk management When managing capital, which management consider to be all components of equity, management's objective is to ensure the entity continues as a going concern and maintains funds required to undertake current exploration activities and meet corporate and other costs.

Dividends No dividends were paid or declared since the start of the financial period. No recommendation for payment of dividends has been made.

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Note 16: RESERVES 2012 2011

$ $

Premium of consolidation (i) 2,354,387

2,354,387

Foreign currency translation reserve (ii) (2,603,791)

(3,334,639)

Share option reserve (iii) 848,404

848,404

599,000

(131,848)

Nature and purpose of reserves (i) Premium on consolidation reserve

The reserve records the excess of the fair value of the Bolivian assets acquired as at April 2008 and the purchase cost incurred on the acquisition.

(ii) Translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of the foreign controlled entities.

(iii) Share option reserve

The share option reserve is used to record the implied value assigned to share-based incentives at the relevant grant date.

Note 17: KEY MANAGEMENT PERSONNEL COMPENSATION

Names and positions held of Group key management personnel in office at any time during the financial year are:

Key Management Personnel Position

Mr Raymond Shorrocks Chairman – Non-Executive

Mr Campbell Smith (appointed 3 October 2011; resigned 31 March 2012) Managing Director – Executive

Mr Peter A Wicks Non-Executive Director

Mr David King Technical Director - Executive

Mr Robert Comerford (from 1 April 2012) Chief Operating Officer

Ms Maria Jitton (resigned 15 April 2012) Managing Director Minera Nueva Vista

Mr Paul Pyke (to 29 February 2012) Project Development Manager

(a) Key Management Personnel Compensation

2012 financial year: Person Salary Directors Fee

Consultancy Fee

Superannuation Total

R Shorrocks -

48,333

-

-

48,333

C Smith 228,787

-

-

10,084

238,871

PA Wicks -

43,750

64,036

-

107,786

D King -

40,000

-

-

40,000

R Comerford 51,613

-

-

3,713

55,326

ME Jitton* 81,843

-

-

-

81,843

P Pyke* 146,009

-

-

11,981

157,990

508,252

132,083

64,036

25,778

730,149

* No termination payments were due

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2011 financial year: Person Salary Directors Fee

Consultancy Fee

Superannuation Total

PA Wicks -

55,000

275,623

-

330,623

JP Kelly # 598,222

-

-

31,736

629,958

GJ Barns -

40,000

44,697

-

84,697

N Zurkic # -

40,000

300,668

-

340,668

BK Choo -

3,333

-

-

3,333

P Pyke 243,750

-

-

21,938

265,688

841,972

138,333

620,988

53,674

1,654,967

# Further information relating to Messrs Kelly and Zurkic

Upon his resignation Mr Kelly was paid $478,988. This amount includes accrued leave entitlements of $169,488. A further $58,089 is payable, contingent on the company achieving certain structuring outcomes in Bolivia. During the period leading up to Mr Kelly's resignation, Mr Zurkic temporarily undertook a role to continue the Company's focus in Bolivia, for which he was remunerated $100,000 (included in consultancy fees in the table above). (c) Executive Compensation Options

Former directors N Zurkic and B K Choo were previously granted 2009 executive compensation options, with an exercise price of $0.0625 per option. Each of these directors resigned from office during or as at the end of the previous financial year.

Information with respect to the number of executive compensation options granted, lapsed and exercised is as follows:

2012 2011

Number of options

Weighted average

exercise price Number of

options

Weighted average

exercise price

Balance at beginning of the year 16,000,000 $0.0625

42,000,000 $0.0625

- granted - -

- -

- lapsed/cancelled (16,000,000) $0.0625

(26,000,000) $0.0625

- exercised - -

- -

Balance at end of the year -

-

16,000,000 $0.0625

(d) Directors’ Share and Option holdings

At the date of this report, the interests of the directors and other key management personnel in the securities of the Company are:

Ordinary Shares

Direct Indirect

R Shorrocks -

26,572,687

D King -

10,000,000

P A Wicks -

10,385,850

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Note 17: KEY MANAGEMENT PERSONNEL COMPENSATION (Continued)

(e) Directors’ Interests and Benefits

Since the end of the previous financial period no director of the Company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by directors shown in the financial statements), by reason of a contract made by the Company or a related body corporate with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except for payment for provision of advisory services in the ordinary course of business to Mr P A Wicks.

(f) Remuneration Practices

The Board reviews the remuneration packages and policies applicable to the Executive Directors, and Non Executive Directors on an annual basis. The Board does not have any formal remuneration policy, but any decision on remuneration increases or bonuses is made having due regard to the Company’s performance and other relevant factors. Remuneration levels are competitively set to attract the most qualified and experienced Directors and senior executives. Where necessary the Board obtains independent advice on the appropriateness of remuneration packages. The elements of emoluments have been determined on the basis of the cost to the Company. Executives are those directly accountable and responsible for the operational management and strategic direction of the Company.

Note 18: EARNINGS PER SHARE 2012 2011

$ $

Basic loss per share (cents per share) (0.46)

(0.22)

Diluted loss per share (cents per share) (0.46)

(0.22)

Number of shares used in calculating basic earnings per share 3,344,772,499 3,343,210,335

Number of shares used in calculating diluted earnings per share 3,344,772,499 3,343,210,335

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Note 19: CASH FLOW INFORMATION 2012 2011

$ $

(a) Reconciliation of cash

Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows:

Cash on hand and at bank 312,210

674,141

Term deposits 132,345

4,894,745

Cash in the Statement of Financial Position 444,555

5,568,886

Cash included in assets of disposal group classified as held for sale 383,900

-

Cash shown in the Statement of Cash Flows 828,455

5,568,886

Cash at bank and in hand includes working cash balances in cheque and cash management accounts. Cash held in term deposits as at year end had an effective annual interest rate of 5.0%, maturing within 3 months. Cash balances are invested for short terms with banks with minimal interest rate risk exposure (refer Note 26).

(b) Reconciliation of net cash provided by operating activities:

Loss from ordinary activities after income tax (15,032,485)

(7,099,258)

Non-cash flows in loss from ordinary activities

- unrealised exchange gains (12,487)

-

- profits on disposal of investments and other non-cash revenue -

(518,660)

- depreciation 2,828

100,868

- impairment of exploration assets 12,378,092

4,713,000

- impairment of receivables 26,732

-

- decrease (increase) in receivables 783,314

(933,116)

- increase (decrease) in payables (1,067)

(576,434)

- increase in employee provisions 284,954

253

Net cash provided (consumed) by operating activities (1,570,120)

(4,313,347)

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Note 20: INVESTMENT IN CONTROLLED ENTITIES

In April 2008 the Company announced the purchase of the Bolivian gold assets of Vista Gold Corp (‘Vista’) through the acquisition of 100% of the shares in Vista’s wholly-owned subsidiary, Vista Gold (Antigua) Corp, a company incorporated in Antigua and Barbuda. Those subsidiaries have 30 September year-ends, consistent with local jurisdiction.

Vista Gold (Antigua) Corp has a number of 100% beneficially owned subsidiary companies in Bolivia including:

- Compania Inversora Vista S.A.

- Compania Exploradora Vistex S.A.; and

- Minera Nueva Vista S.A. (‘MNV’)

MNV is the registered holder of the concessions that comprise the Amayapampa Gold Project. Under the terms of the Share Purchase Agreement (SPA) Republic Gold Limited paid no upfront consideration for the Bolivian companies but agreed to pay three equal payments of US$1 million should the Amayapampa Gold Project proceed to production. Post commencement of mining operations at Amayapampa the first payment to Vista is due when the mine is deemed to have reached 'commercial production' as defined by the contract. The remaining two payments are scheduled for the first and second anniversaries of the date that commercial production is reached.

Should the LionGold transaction complete, the above-referred SPA provides for the consideration responsibilities to be assigned or transferred to LionGold Corp, and for an agreement to be formalised requiring LionGold Corp to be bound by and comply with the provisions of the SPA.

Note 21: PARENT ENTITY

The following supplementary information is provided in respect of the parent entity Republic Gold Limited.

2012 2011

Statement of Financial Position $ $

Assets

Current assets 8,989,838

8,065,813

Non-current assets 6,227

17,420,872

Total Assets 8,996,065

25,486,685

Liabilities

Current liabilities (1,058,172)

(539,261)

Net assets 7,937,893

24,947,424

Equity

Issued capital 56,150,330

56,135,720

Retained earnings (49,060,841)

(32,036,700)

Reserves 848,404

848,404

Total Equity 7,937,893

24,947,424

Statement of Comprehensive Income

Total (loss) for the year (17,024,140)

(7,734,360)

Other comprehensive income -

-

Total comprehensive income (17,024,140)

(7,734,360)

The Company's contingent liabilities are disclosed in Note 23(c).

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Note 22: CAPITAL AND LEASING COMMITMENTS The Group holds Bolivian exploration and mining licences that have no annual minimum expenditure obligations but do incur annual licence fees all of which are up to date and held in good standing. The Group's licences relate to the disposal group classified as held for sale.

Leasing commitments

Future minimum rentals payable under non-cancellable operating leases in relation to premises as at 30 June are as follows:

Due within one year 56,628

Due after one year but not more than five years 14,157 70,785

Note 23: CONTINGENT ASSETS AND LIABILITIES

The Company has no contingent assets or liabilities except:

(a) A deferred, contingent share purchase consideration liability of US$3 million to Vista Gold Corp, a company domiciled in the United States of America in respect to the April 2008 purchase of Vista’s Bolivian gold asset portfolio. This liability will only become payable over a 2 year period should the Amayapampa Gold Project proceed to production within 5 years from the date of purchase. In addition, upon production occurring, a net smelter return royalty on the gold produced by or on behalf of Republic from the Amayapampa project will be payable, in varying percentages depending on the price of gold per ounce, up to a maximum of 3.5%, capped at 720,000 gold equivalent ounces.

As described in Notes 7 and 20, the Company has entered into an agreement to dispose of the Amayapampa Gold Project, and should the transaction complete, will be required to enter into an agreement to assign or transfer to LionGold Corp Limited the above-noted consideration and royalty obligations.

(b) In acquiring the chain of Bolivian companies from Vista Gold Corp including the Amayapampa Gold Project in April 2008 the Company assumed responsibility for litigation commenced against Minera Nueva Vista S.A. by Mrs Gladys Radic. The claim is in respect to clear title to the Amayapampa mining tenements. The Company believes the litigation is completely without merit.

(c) The Company has engaged Patersons Securities Limited to advise and provide transactional support in relation to the LionGold transaction. The engagement provides for an in principle payment of a fee, contingent upon successful completion of the transaction. The quantum of any fee that may become payable is presently indeterminable.

Note 24: RELATED PARTY TRANSACTIONS

Apart from the matters disclosed in relation to key management personnel compensation (Note 17), and loans advanced to controlled entities there were no related party transactions during the year reported on.

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Note 25: SEGMENT INFORMATION

The consolidated group is organised into the following operating segments:

- Exploration activities in Australia

- Exploration activities in Bolivia

2012 Australian

Exploration Bolivian

Exploration Other Total

Revenue - external -

-

378,399

378,399

Operating result (1,746,379)

(11,612,318)

(2,049,159)

(15,407,856)

Cash flow (from) / on exploration assets (77,083)

3,977,513

-

3,900,430

As at 30 June 2012:

Exploration assets -

9,551,754

-

9,551,754

Total assets -

9,551,754

616,065

10,167,819

Total liabilities -

(1,171,754)

(1,045,684)

(2,217,438)

2011

Revenue - external -

-

1,380,131

1,380,131

Operating result (5,331,448)

(630,185)

(1,271,784)

(7,233,417)

Cash flow on exploration assets (1,453,999)

5,516,392

-

4,062,393

As at 30 June 2011:

Exploration assets 1,500,000

14,846,164

-

16,346,164

Total assets 1,628,740

15,529,326

6,621,164

23,779,230

Total liabilities (25,000)

(727,190)

(414,261)

(1,166,451)

Note 26: FINANCIAL RISK MANAGEMENT

Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks. These risks include market risk (currency and interest rate risk), credit risk and liquidity risk.

The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, while in addition to these items the parent’s financial instruments include loans to controlled entities. Exploration activities are being funded by equity and do not expose the group to significant financial risks. There are no speculative or derivative financial instruments.

Financial assets include cash balances and security deposits with banks.

Cash balances have a modest interest rate exposure. Funds are invested with domestic banks for various short term periods to match forecast cash flow requirements.

(a) Categories of financial instruments 2012 2011

$ $

Financial assets:

Cash and cash equivalents 444,555

5,568,886

Loans and receivables 165,283

1,390,649

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Other financial assets -

194,722

609,838

7,154,257

Financial liabilities:

Trade and other payables 307,495

735,668

Borrowings 738,189

-

1,045,684

735,668

(b) Market risk – Currency risk

Foreign currency risks arise from the Company’s investment in foreign controlled subsidiaries. The currencies in which these transactions are primarily denominated are US Dollars. The Company's investment in subsidiaries is not hedged as the currency positions are considered to be long term in nature. Impacts are largely borne on translation of the financial statements of the foreign controlled entities, and accumulation of the differences in the foreign currency translation reserve.

The following significant exchange rates were applied during the year:

Average rate Year-end spot rate

2012 2011 2012 2011

US Dollar 1.005 1.017 1.016 1.060

(c) Market risk – Interest rate risk

The Group has minimal interest rate risks arising from its cash and security deposits. If at 30 June 2012, interest rates had changed from +/- 50 basis points from actual rates with all other variables held constant, the post tax loss for the year would have been $2,000 lower/higher (2011: $15,000 lower/higher).

(d) Credit risk exposures

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. Credit risk arises principally from cash on deposit, trade and other receivables. The objective of the entity is to minimize risk of loss from credit risk exposure.

The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date is the carrying amount of those assets, net of any impairment, as disclosed in the statement of financial position and notes to the financial statements.

There is no concentration of credit risk as the Group did not have customers during the year. The Group manages its credit risk associated with funds on deposit and cash at bank by only dealing with reputable financial institutions.

(e) Liquidity risk

Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due.

The objective of managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due. Working capital primarily comprises of cash. The entity has established the following processes for managing liquidity risk: monitoring actual against budgeted cashflows; regularly forecasting cashflows; and monitoring the availability of equity capital and current market conditions.

(f) Fair values

All financial assets and liabilities have been recognised at cost less accumulated impairment which approximates their fair value.

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Note 27: GOING CONCERN

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the normal course of business.

The Group recorded an operating loss of $15,407,856 for the year ended 30 June 2012 (2011: $7,233,417). This loss was due primarily to writedowns and impairments of exploration assets of $12,183,371 (2011: $4,713,000).

As disclosed in note 7, the Group has entered into a non-binding Share Sale Agreement with LionGold Corp Limited to dispose of the Company's interest in Vista Gold (Antigua) Corp and its wholly owned subsidiaries, which own the Amayapampa Gold Project in Bolivia. The Amayapampa Gold project is the Group’s most significant asset, the recoverable amount of which was estimated at $8,380,000, based on fair value less costs to sell as of the balance date.

Despite the intention to dispose of the Amayapampa Gold Project, the use of the going concern basis in the preparation of the financial statements is in the Directors' opinion, still appropriate. The consideration from the intended sale (USD 7,000,000) is expected to realise sufficient funds to extinguish all of the Group's outstanding exposure from the Amayapampa Gold Project.

The Group is significantly dependent on the successful completion of the disposal transaction. In the event that the sale does not proceed as anticipated, the Group will be subject to a repayment of moneys loaned by LionGold under the Loan Agreement. As at 30 June 2012 the balance of the loan was $738,189, and subsequent to balance date the facility of the loan was amended to enable a further USD 850,000 (AUD820,000 approximately) to be borrowed.

Should the transaction not be completed, the Group may be required to realise its remaining assets at amounts different to their current carrying value, settle its liabilities other than in the ordinary course of business and make provisions for other costs which may arise as a result of ceasing normal operations.

The Directors have reasonable grounds to believe the transaction will be completed, and intend to seek other exploration investment opportunities.

Accordingly, the financial statements do not include adjustments relating to the recoverability and classification of asset amounts or to the amounts and classification of liabilities that might be necessary if the Group does not continue as a going concern.

Note 28: EVENTS SUBSEQUENT TO YEAR END

Subsequent to the year-end the following events have occurred:

- On 13 July 2012, an extension was granted to the purchaser LionGold Corp Limited, extending the due diligence completion date for the transaction described in Note 7 to 17 September 2012. As part of this extension, LionGold agreed to lend the Company a further USD 350,000 to ensure stability at the mine;

- On 12 September 2012, a further extension to the due diligence process was granted to LionGold to 31 October 2012. As part of this extension, LionGold agreed to lend the Company a further USD 500,000.

Further particulars, including the impact of these events are described in Note 7(b).

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DIRECTORS' DECLARATION In accordance with a resolution of the Board of Directors of Republic Gold Limited, it is stated that, in the opinion of the Directors: 1. The financial statements, notes and the additional disclosures included in the Directors’ Report designated as

audited, of Republic Gold Limited are in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of its financial position as at 30 June 2012 and of its performance for the

year ended on that date; and (b) complying with Accounting Standards and the Corporations Regulations 2001; 2. The financial statements and notes also comply with International Financial Reporting

Standards as disclosed in Note 1; 3. The Chairman has declared that: (a) the financial records of the Consolidated Group for the financial year have been properly maintained in

accordance with section 286 of the Corporations Act 2001; (b) the financial statements and notes for the financial year comply with the Accounting

Standards; and (c) the financial statements and notes for the financial year give a true and fair view. 4. In the Director’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Raymond J Shorrocks Chairman Dated this 30th day of September 2012

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Independent Auditor’s Report to the members of Republic Gold Limited

Report on the Financial Report

We have audited the accompanying financial report of Republic Gold Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2012, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on conducting the audit in accordance with Australian Auditing Standards. Because of the matters described in the Basis for Disclaimer Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Independence

We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Basis for Disclaimer of Opinion

We have been unable to obtain sufficient appropriate audit evidence in relation to the operations of the consolidated entity to enable us satisfy ourselves as to the following matters:

Limitation of scope related to subsidiary financial records

The Company has entered into a conditional Share Sale Agreement and Loan Agreement with LionGold Corp Limited (LionGold), in relation to the disposal of the Company’s interest in Vista Gold (Antigua) Corp and its wholly owned subsidiaries, which own the Amayapampa Gold Project in Bolivia. Further details are disclosed in Notes 7 and 13. The financial reports of the subject subsidiaries have a 30 September year end. As of the date of this report, the audits of the financial reports for the year ended 30 September 2011 remain incomplete. The Company has obtained financial information about the financial performance of these entities for the year ended 30 June 2012, and of their financial position as at that date; however the financial information has not been subject to full scope audit.

We in turn were unable to obtain sufficient and appropriate audit evidence in relation to the entities’ financial results and position and therefore, we were unable to satisfy ourselves as to the accuracy and presentation of various items taken into the consolidated financial report of the Company.

Value of the discontinued operations classified as held for sale

As noted above, the Company entered into a Share Sale Agreement with LionGold for the disposal of its interest in the Amayapampa Gold Project in Bolivia.

Details of the operations held for sale are shown in Note 7 to the financial statements. The carrying amount of the asset is $8,380,000 as at 30 June 2012. The sale of this operation is subject to the satisfactory completion by LionGold of due diligence. As at the date of this report the due diligence process has been extended as agreed by the parties to the transaction, and it is due to be completed no later than 31 October 2012.

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We have been unable to obtain sufficient appropriate audit evidence to satisfy ourselves that the value attributed to the Amayapampa Gold Project will be recovered.

The satisfactory completion of the disposal is material as to whether the Group is a going concern.

Uncertainty Regarding Continuation as a Going Concern

As stated in Note 27 Going Concern, the financial report has been prepared on a going concern basis. This is however contingent on the successful sale of the Amayapampa Gold Project as disclosed in Note 7. The Directors have stated that they have reasonable grounds to believe the sale will be completed. As a result of our inability to obtain sufficient appropriate audit evidence over the recoverability of the carrying amount of the Amayapampa Gold Project, we are unable to determine whether the going concern basis of preparation of the financial report is appropriate.

Disclaimer of Opinion

Because of our inability to obtain sufficient audit evidence, as described in the Basis for Disclaimer of Opinion paragraph, and the significant effect of such adjustments, if any, as might have been determined had the limitation not existed, we are unable to and do not express an opinion as to whether the financial report of Republic Gold Limited is in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the financial position of the company and of the consolidated entity as at 30 June 2012 and of their performance for the year ended on that date; and

(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the financial year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001.

Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, except for the effects, if any, of the matters referred to in the disclaimer paragraphs above in relation to the limitation of scope related to subsidiary financial records, in our opinion the Remuneration Report of Republic Gold Limited for the financial year ended 30 June 2012 complies with section 300A of the Corporations Act 2001.

Lawler Draper Dillon

Steven Bradby

Partner Melbourne, 28 September 2012

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REPUBLIC GOLD LIMITED ACN 106 399 311

For Class: [92202]RAU ORDINARY FULLY PAID HOLDINGS NUMBER OF HOLDERS NUMBER OF UNITS % OF TOTAL ISSUED CAPITAL

1 - 1,000 1,033 208,854 0.006 %

1,001 - 5,000 340 957,570 0.029 %

5,001 - 10,000 308 2,657,850 0.079 %

10,001 - 100,000 1,685 77,569,033 2.319 %

100,001 - 999,999,999,999 2,165 3,263,379,192 97.567 %

TOTAL 5,531 3,344,772,499 100 %

LESS THAN MARKET PARCEL NUMBER OF HOLDERS NUMBER OF UNITS % OF TOTAL ISSUED CAPITAL

1 - 499,999 4,445 343,796,821 10.279 %

500,000 - OVER 1,086 3,000,975,678 89.721 %

TOTAL 5,531 3,344,772,499 100 %

For Class: RAU ORDINARY FULLY PAID TOP 20 HOLDERS

RANK Shareholder Total Units % Issue Capital

1 CITICORP NOMINEES PTY LIMITED 142,048,801 4.247

2 MR ALAN VICTOR DOUBELL 84,000,000 2.511

3 JOJO ENTERPRISES PTY LTD 80,068,612 2.394

4 NEFCO NOMINEES PTY LTD 79,675,257 2.382

5 HSBC CUSTODY NOMINEES 74,137,402 2.217

6 ZEUS GOLD PTY LTD 64,397,099 1.925

7 JOJO ENTERPRISES PTY LTD <SFI FAMILY A/C>

42,536,458 1.272

8 CENTURY THREE X SEVEN RESOURCE FUND INC

41,679,323 1.246

9 MR PETER JAMES BALD 37,500,000 1.121

10 BERNE NO 132 NOMINEES PTY LTD 37,500,000 1.121

11 DMG & PARTNERS SECURITIES PTE LTD <CLIENTS A/C>

36,118,404 1.080

12 UOB KAY HIAN PRIVATE LIMITED <CLIENTS A/C>

29,517,666 0.883

13 KIRZY PTY LTD 24,000,000 0.718

14 ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>

22,997,150 0.688

15 MR DENNIS LOH

22,478,936 0.672

16 YET COMMUNICATIONS P/L

21,975,050 0.657

17 SPRING STREET HOLDINGS PTY LTD

21,572,687 0.645

18 MR SEYYED MOHAMMAD TABAIE

20,354,699 0.609

19 MR DAVID JOHN EVANS

20,000,000 0.598

20 KAZARU PTY LTD <KAZARU A/C>

20,000,000 0.598

TOTAL 922,557,544 27.582

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REPUBLIC GOLD LIMITED ACN 106 399 311

For Class: [92202]RAUOA OP05062011/$0.04

SPREAD OF HOLDINGS NUMBER OF HOLDERS NUMBER OF UNITS % OF TOTAL ISSUED CAPITAL

1 - 1,000 38 12,854 0.005 %

1,001 - 5,000 159 497,865 0.205 %

5,001 - 10,000 98 738,612 0.303 %

10,001 - 100,000 446 16,979,984 6.975 %

100,001 - 999,999,999,999 214 225,221,557 92.512 %

TOTAL 955 243,450,872 100 %

LESS THAN MARKET PARCEL NUMBER OF HOLDERS NUMBER OF UNITS % OF TOTAL ISSUED CAPITAL

1 - 499,999 863 45,469,722 18.677 %

500,000 - OVER 92 197,981,150 81.323 %

TOTAL 955 243,450,872 100 %

For Class: [92202]RAUOA OP05062011/$0.04 TOP 20 HOLDERS

RANK Shareholder Total Units % Issue Capital

1 HSBC CUSTODY NOMINEES 23,832,052 9.789

2 BELL POTTER NOMINEES LTD <BB NOMINEES A/C>

20,050,000 8.236

3 ZEUS GOLD PTY LTD 13,074,392 5.370

4 MR RAJNAI SINGH 11,925,000 4.898

5 MR JOHN WILLIAM TRUDE 10,000,000 4.108

6 MR GRAHAM JAMES LARGE & MRS ADELE LEITH LARGE

7,000,000 2.875

7 MR PETER ANDREW PROKSA 6,000,000 2.465

8 MRS JANINE RODGERS 4,500,000 1.848

9 MR IAN RAYMOND SCHLIPALIUS 4,500,000 1.848

10 CITICORP NOMINEES PTY LIMITED 4,004,682 1.645

11 NEFCO NOMINEES PTY LTD 3,961,500 1.627

12 MR GARRY WEBB 3,400,000 1.397

13 MR SIEW WAH TEH 3,375,000 1.386

14 JP MORGAN NOMINEES AUSTRALIA LTD

3,341,629 1.373

15 MERRILL LYNCH (AUST)NOMINEES PTY LIMITED

3,096,257 1.272

16 MR DENNIS LOH 3,013,453 1.238

17 MR BARRY JAMES COAD 3,000,000 1.232

18 MR VENG SO 2,570,731 1.056

19 MR DESMOND HODGE 2,540,933 1.044

20 MR CHEW LAI OOI 2,500,000 1.027

TOTAL 135,685,629 55.734

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annual report for personal use only · day‐to‐day operations both in australia and bolivia....

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