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Page 1: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

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Page 2: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

OLYMPIA RESOURCES LIMITED ABN 52 077 221 722

2008 ANNUAL REPORT

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Page 3: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

CONTENTS

Olympia Resources Limited 2008 Annual Report

Page CORPORATE DIRECTORY 1 CHAIRMAN’S REPORT 2 REVIEW OF OPERATIONS 3-7 DIRECTORS' REPORT 8-13 CORPORATE GOVERNANCE STATEMENT 14-17 AUDITOR’S INDEPENDENCE DECLARATION 18 CONSOLIDATED INCOME STATEMENT 19

CONSOLIDATED BALANCE SHEET 20

CONSOLIDATED CASH FLOW STATEMENT 21

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 22

NOTES TO THE FINANCIAL STATEMENTS 23-47

DIRECTORS’ DECLARATION 48 INDEPENDENT AUDITOR’S REPORT 49-50 SHAREHOLDER INFORMATION 51-52 SCHEDULE OF TENEMENTS 53

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Page 4: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

CORPORATE DIRECTORY

Olympia Resources Limited 1 2008 Annual Report

REGISTERED OFFICE Suite 29, Level 4 25 Walters Drive Herdsman WA 6016

PRINCIPAL OFFICE Suite 29, Level 4 25 Walters Drive Herdsman WA 6016 Telephone: 08 9244 1411 Facsimile: 08 9244 1511 Web: www.olympiaresources.com Email: [email protected]

POSTAL ADDRESS PO Box 1341 Osborne Park WA 6916

DIRECTORS Mr Mal Randall Chairman, Non-Executive Director Mr Peter Gazzard Managing Director Mr John Baxter Non-Executive Director Mr Nigel Goodall Non-Executive Director Mr Barry Bolitho Non-Executive Director SECRETARY Mr Andrew Beigel

SOLICITORS Pullinger Readhead Lucas Level 2, Fortescue House 50 Kings Park Road West Perth WA 6005

BANKERS National Australia Bank Limited Level 1 50 St Georges Terrace Perth WA 6000

AUDITORS HLB Mann Judd 15 Rheola Street West Perth WA 6005

SHARE REGISTRY Computershare Investor Services Limited Level 2, 45 St George’s Terrace Perth WA 6000

ASX CODE: OLY

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Page 5: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

CHAIRMAN’S ADDRESS

Olympia Resources Limited 2 2008 Annual Report

WELCOME TO THE OLYMPIA RESOURCES LIMITED 2008 ANNUAL REPORT

Dear Shareholders I am pleased to present the 2008 Annual Report for Olympia Resources Limited. The last 12 months have been particularly dynamic for our company on both the corporate and operational fronts. During the year there was a major change in ownership of Olympia with Territory Resources Limited taking a majority interest (74% by July 2008). Territory have been supportive of Olympia’s business plan with development of our three major project areas through to mining continuing to be our goals although subject to the appropriate ongoing board review in light of the current economic conditions. On the operational front Olympia has now an operational arm. At Sampit in Central Kalimantan, a zircon processing plant was purchased and commissioned during the year. The plant is operating well and the first sales of 500 tonnes of high grade zircon product is scheduled for October 2008. Although not a large plant, Sampit provides a base and springboard for our operations in Kalimantan and cashflow for our Kalimantan exploration. Our exploration team has identified several areas which are very prospective for zircon and gold in Central and Western Kalimantan. Although we have been delayed by “red tape” within the Indonesian system we expect to be granted exploration KPs (tenements) in the Kubu South and Sukemara areas in the forth quarter of 2008 which will be drilled over the next year. Our geological team is confident that we will be able to discover significant zircon and/or gold resources in Indonesia from our drilling. In the Northern Territory Olympia expected to be able to secure funding for the Harts Range Garnet project during 2008 however the worldwide credit crisis has delayed this. Olympia is continuing to work with financiers with the aim to have this project financed in the first half of 2009. Harts Range is a world class garnet resource with reserves defined for the first fifteen years of mining but with total ore resources which potentially could sustain mining at Harts Range for over 50 years. At Keysbrook in Western Australia an important milestone was achieved when the Western Australian Environmental Protection Agency (EPA) recommended that the Keysbrook project should be approved in October 2007. The EPA decision received eleven appeals. Olympia has responded to the appeals which raised no new issues. The appeals process is close to completion and Olympia anticipates that the Western Australian Minister for the Environment will give environmental approval to the project via a Ministerial Statement in the forth quarter of 2008. The frustrating, costly and unacceptable length of time taken in the Western Australian environmental approval process has delayed the Keysbrook process way beyond all our estimates. Our initial estimate of the time taken to gain environmental approval for Keysbrook was eighteen months to two years. The process has already taken twice this long. The Western Australian Government is aware of the excessive time taken to gain environmental approvals and has promised to review the process. Although this review is too late to assist our Keysbrook project it is a welcome move and will hopefully assist other projects in the future. Exploration in Western Australia continues to be limited by Olympia to allow our cash to be used to progress our three projects at Harts Range, Keysbrook and Kalimantan. Even with the limited drilling some success was made in the Capel and Keysbrook areas in Southwest Western Australia. Lastly I would like to collectively thank our hard working Perth and Kalimantan executive teams led by our Managing Director, Peter Gazzard and my fellow directors for the work over the past year and congratulate them on the successful commissioning of the zircon processing operations in Kalimantan. Yours faithfully OLYMPIA RESOURCES LIMITED Mal Randall CHAIRMAN

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Page 6: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

REVIEW OF OPERATIONS

Olympia Resources Limited 3 2008 Annual Report

Activities Overview Olympia’s activities during the past year focussed on progressing the three major project areas of Harts Range, Keysbrook and Kalimantan. In Kalimantan a zircon processing plant was purchased and commissioned at Sampit. This plant performed well apart from an issue with silica sand in the zircon product. In July 2008 the silica problem was rectified through the installation of two air tables. The Sampit plant is operated with one expatriate Australian manger and a staff of 30-40 local Indonesians. This is working well and we are very pleased with the quality of work by our local Indonesian personnel and the speed with which they have picked up the operation of the plant. All high silica zircon has been retreated and the first shipment of 500 tonnes of premium grade zircon is planned to be shipped to China in October. The demand for zircon from Indonesia remains high and over 2008 the selling price in China has increased by approximately USD$100 to over USD$900 per tonne. The Indonesian exploration program has been successful in identifying several areas prospective for zircon and gold mineralisation. KPs (tenements) in Sambas and Ketapang in Western Kalimantan were obtained during the year. Initial drilling on these areas found mineralisation but has not as yet found an economic resource. Further work is planned for these areas over the next year. Drilling at Air Kuning in Central Kalimantan discovered a low grade resource suitable for mining by local miners. Olympia has entered into an agreement with the KP (tenement) holder to purchase the concentrate from Air Kuning for use in the Sampit plant.

Official Opening of the Sampit Plant

KPs were applied for in the Kubu South and Sukemara areas of Central and Western Kalimantan but these are yet to be granted. We expect to commence drilling on these very prospective areas in the forth quarter of 2008. Funding for the Harts Range Garnet project was progressed during the year and it was anticipated that debt funding would be in place by the end of 2008. Unfortunately the disruption in the world financial markets has delayed funding. However Olympia continues to work with corporate finance advisors and is confident of finalising a funding package. The Keysbrook project received a recommendation from the Western Australian Environmental Protection Agency (EPA) in October 2007 that the Keysbrook should proceed. The EPA’s recommendation received 11 appeals through the normal appeals process. Olympia has responded to the appeals and it is anticipated that the appeals process will be completed late in 2008. Once the appeals process is completed Olympia expects environmental approval will be granted for the project via a Ministerial Statement from the Western Australian Minister for the Environment. Olympia will then seek development approvals from the two shires in which the Keysbrook deposit is situated. The approvals process in Western Australia continues to be incredibly long and arduous however Olympia is doing all it can to move the project as quickly as possible. Olympia anticipates finalising all approvals for the project in 2009 with first production from Keysbrook planned for 2010. Kalimantan Zircon project Zircon Processing Olympia, through its Indonesian subsidiary, PT Olympia Resources Indonesia, purchased a partially built zircon processing plant and land in Sampit in Central Kalimantan. The Sampit plant site fronts onto the Sampit River, where the plants licensed wharf can take coastal vessels of up to 3,700 tonnes. This will allow for bulk shipping of product direct from the plant to customers. Alternatively, 19km by road from the processing site is the Port of Sampit which has container loading facilities for shipping of bagged product in sea containers. The plant was commissioned in February and was producing zircon from day one. The quality of this zircon was however, compromised by small quantities of free silica reporting to the final product leading to reduced levels of ZrO2 in the final product. Post the end of the year in July 2008, air tables were imported from Australia and installed at Sampit.

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Page 7: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

REVIEW OF OPERATIONS

Olympia Resources Limited 4 2008 Annual Report

The air tables have solved the silica problem and the zircon which is now being produced is high quality premium grade equal to the world’s best. At year end nearly 500 tonnes of zircon product had been produced some of which required retreatment over the air tables. The first shipment of product from Sampit to China is planned for October 2008. Until Olympia has identified its own resource and establishes its own mine, zircon concentrate feed for the Sampit plant will be purchased off local artisan miners. The demand for zircon remains strong and Olympia has received many enquiries from prospective customers in China, Southeast Asia, Europe and South America for the high quality Kalimantan zircon. The continuing demand has led to the sales price of zircon increasing from approximately USD$800 in early 2008 to over USD$900 CIF China. Prior to the end of 2008 Olympia intends to add extra machinery to the Sampit dry circuit to allow ilmenite, leucoxene and gold to be produced in addition to the 10,000 tpy of premium grade zircon. The cost of this upgrade will be less than $40,000

Air tables installed at Sampit

Kalimantan Exploration Olympia has signed a joint venture agreement with Island Minerals Pty Ltd to carry out exploration on KPs (tenements) in Kalimantan. Island Minerals has made application for KPs covering over 200,000 Ha in three prospective areas in Southern and Western Kalimantan. When granted Olympia has agreed to carry out exploration on the KPs and where appropriate develop feasibility studies for mining. For this Olympia will earn a 70% share of all mining projects developed on these KPs. Five of the joint venture KPs in the Sambas area of Western Kalimantan were granted in December 2007. This area is prospective for zircon, titanium minerals and gold incorporated in alluvial fan channels. Exploration was carried out on the barrier system on the Sambas KPs and although heavy mineral was found in several areas it was low in zircon and as such did not indicate a mineable resource. Olympia intends to drill elsewhere in the Sambas area with a Bangka drill rig into deeper paleochannels at a later date. These deeper paleochannels are prospective for gold and zircon. Drilling in the Air Kuning area of Central Kalimantan was successful in identifying mineralisation of 0.1% to 0.3% zircon. This grade is suitable for mining by local artisan miners and an agreement has been signed with the KP holder to supply zircon concentrate from this area to feed the Sampit plant. Discussions were undertaken with the local Bupati for access to KPs in the Kubu South area of Central Kalimantan. In addition applications were made for KPs in the Sukemara area. These areas have been identified as very prospective for zircon. Drilling is planned for these areas in the 2008/09 financial year once the KPs have been granted.

Exploration program in central Kalimantan

With the anticipated granting of the KPs in 2008/09 Olympia will place all its exploration effort into drilling out these areas. It remains our strong belief that significant economic gold / zircon deposits exist in Central and Western Kalimantan which we would hope to discover during the next year. Agreements are being progressed with KP holders in the Sintang area. This is a well established gold mining area where there are several paleochannels prospective for both gold and zircon The exploration program has been successful in identifying prospective areas for economic gold and zircon mineralisation. The Indonesian process for granting KPs involves a significant amount of red tape and is delaying our resource drilling programs

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Page 8: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

REVIEW OF OPERATIONS

Olympia Resources Limited 5 2008 Annual Report

Harts Range Garnet Project The Harts Range Garnet project is situated 180 kilometres north east of Alice Springs in the Northern Territory. The deposit is a world class garnet resource containing the following ore reserves:

Reserve class

Ore (t) Garnet Recovered (t)

AMH* Recovered (t)

Proven 36,000,000 1,100,000 3,100,000 Probable 35,000,000 1,200,000 3,100,000 Total 71,000,000 2,300,000 6,200,000

* Alumino Magnesio Hornblende Environmental approval and a mining licence have been granted for the Harts Range project and an Indigenous Land Use Agreement (ILUA) has been executed with the traditional owners of the land at Harts Range and the Central Land Council. During the year an exploration and development drilling programme was completed for water on the bore field at Spinifex Bore. Five bores were installed as part of the evaluation of the bore fields production capacity. The bore field was shown to be sufficient to feed the proposed Harts Range mining and processing operation. Detailed design work on the Harts Range mine and processing plant was substantially completed during the year. Approval for the location the accommodation village at the Harts Range town site and other infrastructure items were advanced through the various government departments. A revised Mine Management Plan was submitted to the Department of Primary Industry, Fisheries and Mines. Olympia personnel are working with local indigenous and other bodies to seek funding to establish a government run training facility at Harts Range. This facility would provide training to local indigenous communities which would enable them to provide the bulk of the work force needed at Harts Range. The training facility would also train employees for other mining projects planned for Central Australia. Off take agreements for the production from the Harts Range project were advanced with a total of 70% of the planned production now committed. Additional due diligence studies were carried out on the BFS for the Harts Range project which indicated some further work was required including updating of the project costs. This was still in progress at the end of the year

Consulting with Traditional Owners at Harts Range

The Harts Range project is ready to proceed once funding has been secured. The global credit crisis has had an impact on obtaining project finance however the project remains strong and Olympia is continuing to work with financial advisors to advance the project . Keysbrook Mineral Sands Project The Keysbrook mineral sands deposit is located approximately 70 kilometres south of Perth between the townships of Keysbrook and North Dandalup. The mineral reserves at Keysbrook are as follows: Reserve Class Sand (t) % Heavy Mineral % Clay Heavy Mineral (t) Proven 39,000,000 2.7% 8.1% 1,110,000 Probable 2,000,000 2.6% 7.8% 64,000 Total 41,000,000 2.7% 8.1% 1,174,000 In October 2007, the Western Australian Environmental Protection Authority (EPA) recommended approval for the Keysbrook Mineral Sands project which represented the conclusion of a critical step in the project assessment and approvals process.

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REVIEW OF OPERATIONS

Olympia Resources Limited 6 2008 Annual Report

The recommendation was conditional upon Olympia meeting a number of conditions in the development and operation of the proposed mine. These conditions cover areas such as vegetation, groundwater, noise and dust. A dust monitoring station was set up at the Keysbrook site in November to provide baseline dust data throughout the summer period. Negotiations commenced with landowners to provide Conservation Covenants over remnant vegetation which will be enhanced and protected in perpetuity. The proposed conditions were subject to an appeals period which closed on 12 November 2007. A total of eleven appeals were submitted to the Appeals Convener for consideration. The appeals related to noise, dust, groundwater, vegetation, transport and local amenity. The Company responded to all queries from the Appeals Convener and continued community consultation with a number of small common interest groups. In addition, the Company re-presented noise modelling in accordance with the Department of Environment and Conservation’s requirements. Assuming the EPA recommendations are accepted by the Western Australian Minister for the Environment, the Company will seek local government clearance to begin development of the mining operation. Olympia is confident of being able to meet all EPA conditions and developing a successful project generating benefits for the State and the community. The Keysbrook project has taken a long time to move through the approvals process in Western Australia. We are confident of receiving Ministerial Approval for the project to proceed in the 4th quarter of 2008. Shire approvals will then be required and these are unlikely to be obtained until sometime in 2009. If shire approvals are obtained in 2009 then mining will be expected to commence in 2010.

Hydrogeological testing at Keysbrook

Australian Mineral Sands Exploration During the last financial year there were five exploration drilling programs in the southwest, three within the Pinjarra project and two within the Busselton project. Two of the three drilling programs into the Pinjarra project were drilled into Keysbrook on previously inaccessible properties. The results have been received recently and there will be a minor adjustment in the Keysbook resource in the coming months. The final drilling program for the Pinjarra project was a reconnaissance program into the Yarloop tenement. The two reconnaissance drilling programs into the Busselton Project were in the Capel North and Capel South tenements. The assay results have been received recently and a preliminary assessment is that the Capel South drilling has potential with one hole returning 18m @ 4.18% HM.

Exploration drilling in the southwest

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REVIEW OF OPERATIONS

Olympia Resources Limited 7 2008 Annual Report

During the year there were two heritage surveys carried out and a focus on landowner negotiations in the Busselton Project. Tenement rationalisation was performed and subsequently three tenements were surrendered. They were Ambergate, Ambergate South and Carbanup.

Mineral Sands Ltd dissolved the farm-in agreement on the three remaining Balladonia tenements in the Eucla after a year of exploration with no encouraging results. The tenements were surrendered after year end. At 30 June 2008 Olympia Resources heavy mineral resources inventory as follows: Ore (t) HM% Clay Fines % HM (t) Keysbrook* Measured 56,000,000 2.6% 8.0% 1,450,000 Indicated 5,000,000 2.5% 7.9% 130,000 Inferred 3,000,000 2.5% 8.3% 85,000 The Loop# Inferred 11,500,000 7.2% 26.5% 820,000 Keysbrook South* Indicated 13,600,000 2.24% 11.0% 305,000 North Dandalup# Inferred 10,700,000 4.5% 25% 490,000 Coolup* Indicated 2,000,000 6.0% 9.3% 120,000 Yalyalup* Inferred 19,900,000 5.5% 17.8% 1,100,000 Total 121,700,000 3.68% 13.20% 4,500,000 # Reported in Olympia Resources Prospectus * Resource prepared by John Baxter RPGeo, Olympia Resources Ltd

Harts Range Landforms

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Page 11: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

DIRECTORS’ REPORT

Olympia Resources Limited 8 2008 Annual Report

Your directors submit the annual financial report of the consolidated entity for the financial year ended 30 June 2008. In order to comply with the provisions of the Corporations Act, the directors report as follows: DIRECTORS The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPO NSIBILITIES Mal Randall Non-Executive Chairman, Age 63 Dip Applied Chem. MAICD Appointed Feb 2006 Mr Randall has extensive experience in corporate, management and marketing in the resources sector, including more than 20 years with the Rio Tinto group of companies. His experience extends over a broad range of commodities, including iron ore, diamonds, base metals, coal, uranium and industrial minerals both in Australia and internationally. During the past three years Mr Randall has served as a director of the following ASX listed companies: • Iron Ore Holdings Ltd (Feb 2005 - current) • United Minerals Corporation NL (Oct 2004 - current) • Thundelarra Exploration Ltd (Oct 2001 - current) • Royal Resources Ltd (Oct 2006 to current) • Northern Mining Ltd (Mar 2007 - current) • Summit Resources Ltd (May 2007 - current) Peter Gazzard Managing Director, Age 56 B Sc (Hons) Grad Dip Mgt Appointed March 2005 Mr Gazzard has more than twenty five years experience in the mineral sands industry in Western Australia, in both technical and managerial roles with Cable Sands, Westralian Sands and most recently, Iluka Resources. Over many years Mr Gazzard has been responsible for interpreting mineralogical data, predicting product quality and designing mining and processing plant to suit individual orebody characteristics. Mr Gazzard has implemented two mineral sands mine start-ups, one at Eneabba and one in the Southwest of WA. He has also managed mineral sands mines, separation plants and synthetic rutile plants. John Baxter Non-Executive Director, Age 65 BSc (Hons), MSc, RPGeo, CPGeo, SEG, MAIG, MIMM, MSEG, MGSA Appointed 2001 Mr Baxter has 40 years experience in the mineral industry as a geologist and consultant, carrying out numerous resource assessments of mining and exploration properties. Mr Baxter has had more than 20 years experience in assessing heavy mineral sands (HMS) exploration and in excess of 15 years in the estimation of mineral resources. He has published papers on HMS deposits in Western Australia as well as resource calculation and valuation methodologies. On completion of academic training John was employed by Geological Survey of WA for 15 years, he lectured in economic and structural geology at Curtin University for five years and began consulting in the mining industry in 1985. Mr Baxter is a current member of the Audit Committee. Nigel Goodall Non-Executive Director, Age 58 BSc, MBA Appointed Feb 2008 Mr Goodall has over 35 years experience in the mining and minerals industry. This experience has included plant design, project development, operations, management and international marketing in the mineral sands industry. Mr Goodall is a current member of the Audit Committee.

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Page 12: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

DIRECTORS’ REPORT

Olympia Resources Limited 9 2008 Annual Report

Barry Bolitho Non-Executive Director, Age 58 B App Sc, Dip App Chem, F Aus IMM Appointed June 2008 Mr Bolitho has more than 30 years experience in the resource sector holding executive management and board positions with both producer and exploration companies. This includes roles with other mineral sands companies such as Matilda Minerals Limited, Magnetic Minerals Limited and Westralia Sands Limited. During the past three years Mr Bolitho has served as a director of the following ASX listed companies: • Matilda Minerals Ltd (May 2003 - current) • Jabiru Metals Ltd (Nov 2005 – current) • Andean Resources (Aug 2006 – current) • Sub Sahara Resources NL (Mar 2007 – current) • Navigator Resources Ltd (July 2003 – Aug 2006) Mr Bolitho is a current member of the Audit Committee. Alan Lockett Non-Executive Director - Resigned on 17 April 2008 Michael Walters Non-Executive Director - Resigned on 14 May 2008 Christopher Davies Non-Executive Director - Resigned on 31 July 2007.

COMPANY SECRETARY Andrew Beigel B.Com, CPA, Age 42 Mr Beigel is a CPA with more than 10 years experience in financial management and accounting roles in a diverse range of sectors including public practice, mining, funds management, medical, property and legal & native title. DIRECTORS’ INTERESTS

Director

Ordinary Shares

Options

Mr M Randall 125,000 1,020,000 Mr P Gazzard 1,374,109 1,121,429 Mr J Baxter 1,700,000 562,500 Mr N Goodall - 500,000 Mr B Bolitho - -

DIRECTORS’ MEETINGS The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

Full Meeting of Directors

Audit Committee Director Attended Eligible to

Attend Attended Eligible to

Attend Mr M Randall 11 11 Mr P Gazzard 11 11 Mr J Baxter 10 11 2 2 Mr N Goodall 3 3 Mr B Bolitho 1 1 Mr A Lockett 8 9 1 1 Mr Michael Walters 9 10 1 1 Mr Chris Davies 2 2

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Page 13: For personal use only - Home - Australian Securities ... the end of the year in July 2008, air tables were imported from Australia and installed at Sampit. For personal use only REVIEW

DIRECTORS’ REPORT

Olympia Resources Limited 10 2008 Annual Report

PRINCIPAL ACTIVITIES The principal activity of the Group during the year was minerals exploration and processing. REVIEW OF OPERATIONS The Group’s operations for the 2008 financial year are reviewed from pages 3 to 6 of the Annual Report. OPERATING RESULTS FOR THE YEAR The consolidated operating loss of the group for the financial year after providing for income tax and eliminating minority equity interests was $3,807,001 DIVIDENDS No dividends have been paid or declared since the start of the financial year and/or the directors do not recommend the payment of a dividend in respect of the financial year. REVIEW OF FINANCIAL CONDITION During the past two financial years the Group has invested $9,279,717 in deferred tenement acquisition, evaluation and development expenditure. There has been a particular focus on progressing the Harts Range abrasives project and the Keysbrook mineral sands project towards production. The net assets of the Group have decreased by $2,966,337 to $10,497,523 in 2008. The Group’s working capital, being current assets less current liabilities, has changed from a surplus of $2,296,068 in 2007 to a deficit of $1,202,971 in 2008. This position changed significantly with the closing of a rights issue on 2 July 2008. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial year were as follows: • During the year, the Group issued 10,000,000 shares to sophisticated investors to raise $1,000,000 (before costs).

The funds provided additional working capital to progress the mineral sands and abrasive mineral projects and additional resources for the continued exploration of tenements.

FUTURE DEVELOPMENTS Likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations have been discussed, where appropriate, in the Review of Operations section of the Annual Report contained in pages 3 to 6. EVENTS SUBSEQUENT TO BALANCE DATE Other than the matters disclosed in Note 22 to the financial statements, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years. SHARE OPTIONS

At the date of this report, there were 32,459,942 unissued shares under option as follows:

No. of Options

Exercisable at 25c, on or before 31 December 2009 300,000 Exercisable at 35c, on or before 31 December 2009 10,265,182 Exercisable at 20c, on or before 30 June 2010 18,894,760 Exercisable at 15c, on or before 30 December 2010 3,000,000

32,459,942

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DIRECTORS’ REPORT

Olympia Resources Limited 11 2008 Annual Report

ENVIRONMENTAL LEGISLATION The consolidated entity’s operations are subject to environmental regulation under the laws of the Commonwealth, States and Local Authorities of Australia and Indonesia. The consolidated entity aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The Board is not aware of any breach of environmental legislation for the financial year under review. REMUNERATION REPORT This report details the nature and amount of remuneration for each Director of the Company and for the executives receiving the highest remuneration. Remuneration Policy The remuneration policy of the Company has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and long term incentives based on key performance areas affecting the Company’s financial results. The board of Olympia Resources Ltd believe the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Company, as well as create goal congruence between directors, executives and shareholders. The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Company is as follows: The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service, experience and qualifications) and superannuation. The board reviews executive packages annually by reference to the Company’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The board may exercise discretion in relation to approving incentives, bonuses and options. 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. Executives are entitled to participate in employee share option plan. The executive directors and executives receive a superannuation guarantee contribution as required by the government, which is currently 9% and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Options are valued using the binomial tree methodology. The board policy is to remunerate non executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non executive directors and reviews their remuneration annually, based on market practice, duties and accountability. 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 (currently $300,000). 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 employee share option plans. Performanced Based Remuneraton Performance based remuneration includes short-term incentives and long-term incentives and is designed to reward executive directors’ and senior executives’ for meeting or exceeding their financial and personal objectives. The short-term incentve (STI) is an “at risk” bonus provided in the form of cash, while the long-term incentive (LTI) is provided in the form of options and/or shares of the Company. Short-Term Incentive Bonuses No STI bonuses were paid to any executive directors or executives during the financial year. It is the intention of the board to consider including STI bonuses as part of remuneration packages when production commences. Long-Term Incentive Bonuses In November 2004, shareholder approval was obtained for the introduction of the employee share option plan. Long-term incentives are offered by the board to executive directors and executives under the employee share option plan.

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DIRECTORS’ REPORT

Olympia Resources Limited 12 2008 Annual Report

The options are not issued based on performance criteria, but are issued to directors and executives to increase goal congruence between executives, directors and shareholders. DETAILS OF REMUNERATION Remuneration of directors (audited) The remuneration of directors and specified executives in office at any time during the year was as follows:

Primary Primary Post- Employment

Equity Total

Salary, Fees & Commissions

Non-cash Benefits

Superannuation Contributions

Share Options

Total Remuneration Represented by Options

Directors’ remuneration

Mr M Randall 2007 50,000 - 4,500 - 54,500 - 2008 55,435 - 4,500 22,200 82,135 27.0% Mr P Gazzard 2007 188,250 14,293 16,943 - 219,486 - 2008 225,000 18,581 20,250 22,200 286,031 7.8% Mr A Lockett 2007 40,000 - 3,600 - 43,600 - 2008 31,863 - 2,868 - 34,731 - Mr J Baxter 2007 40,000 - 3,600 - 43,600 - 2008 40,000 - 3,600 11,100 54,700 20.3% Mr C Davies 2007 40,000 - 3,600 - 43,600 - 2008 3,333 - 300 - 3,633 - Mr M Walters 2007 1,205 - 108 - 1,313 - 2008 34,822 - 3,134 - 37,956 - Mr N Goodall 2007 - - - - - - 2008 16,667 - 1,500 11,100 29,267 37.9% Mr B Bolitho 2007 - - - - - - 2008 1,644 - 148 - 1,792 - Executives’ remuneration

Mr A Beigel 2007 82,500 - 7,425 - 89,925 - 2008 109,519 - 9,857 - 119,376 - Totals 2007 441,955 14,293 39,776 - 496,024 2008 408,764 18,581 36,300 66,600 530,245

The Company’s policy for determining the nature and amount of emoluments of Board members and senior executives of the Company is as follows: The remuneration structure for executive officers, including Executive Directors, is based on a number of factors, including length of service, qualifications, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and specified Directors and executives are on a continuing basis, the terms of which are not expected to change in the immediate future. Employment Contracts of Directors and Executives Mr Gazzard was appointed Managing Director on 8 March 2005. His gross salary is reviewed on an annual basis and this was increased to $250,000 p.a. on 18 December 2007. The termination notice period is four weeks or payment in lieu thereof. Mr Beigel was appointed as Finance Manager on 29 November 2004. On 1 December 2007 he was appointed to the position of Company Secretary with a gross salary of $125,000 per annum, reviewed on an annual basis. The termination notice period is four weeks or payment in lieu thereof.

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DIRECTORS’ REPORT

Olympia Resources Limited 13 2008 Annual Report

AUDITOR INDEPENDENCE Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 1 and forms part of this directors’ report for the year ended 30 June 2008. NON AUDIT SERVICES The Company’s auditors, HLB Mann Judd, did not provide any non-audit services during the year ended 30 June 2008. Signed in accordance with a resolution of the Directors:

Peter Gazzard Managing Director Perth, Western Australia 30 September 2008

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CORPORATE GOVERNANCE STATEMENT

Olympia Resources Limited 14 2008 Annual Report

The Board of Directors of Olympia Resources Limited (“Olympia” or “the Company”) is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Olympia on behalf of the shareholders by whom they are elected and to whom they are accountable. To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors and for the operation of the Board. COMPOSITION OF THE BOARD

� The composition of the Board is determined in accordance with the following principles and guidelines:

� the Board should comprise at least three directors and it intends to establish a majority of non-executive directors;

� the Board should comprise directors with an appropriate range of qualifications and expertise; and

� the Board shall meet at regular intervals and follow meeting guidelines set down to ensure all directors are made

aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.

When a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the service of a new director with particular skills, the Board selects a candidate or panel of candidates with the appropriate expertise. The Board then appoints the most suitable candidate, who must stand for election at the next general meeting of shareholders. The Company does not have a formal Nomination Committee. REMUNERATION COMMITTEE The Company does not have a formal Remuneration Committee so matters normally attended to by a Remuneration Committee are attended to by the full Board. Remuneration levels are set by the Company in accordance with industry standards to attract suitable qualified and experienced Directors and senior executives. AUDIT COMMITTEE An Audit Committee was established on 15 September 2004. The Audit Committee is currently comprised of three non-executive directors Mr John Baxter, Mr Nigel Goodall and Mr Barry Bolito. The Committee operates under a charter adopted by the Board of Directors to ensure that an effective system of financial reporting, internal control and risk management is in place to present a true and factual statement of the Company’s financial position. Each of the members has the relevant financial and industry experience required to perform Audit Committee functions. Detail regarding the relevant qualifications and experience of each director and the Company Secretary who is a member of the Audit Committee is set out in the Directors’ Report. The Audit Committee met on 2 occasions during the financial year. BOARD RESPONSIBILITIES As the Board acts on behalf of and is accountable to the shareholders, it seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways. The responsibility for the operation and administration of the consolidated entity is delegated by the Board to the Managing Director. The Board ensures that the Managing Director is appropriately qualified and experienced to discharge his responsibilities, and has in place procedures to assess the performance for the Company’s officers, employees, contractors and consultants. The Board provides management with support in achieving the strategic plan. It is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. It has a number of mechanisms in place to ensure this is achieved, including the following: • Board approval of a strategic plan, designed to meet shareholder needs and manage business risk; • implementation of operating plans and budgets by management and Board monitoring progress against budget; • procedures to allow directors, in the furtherance of their duties, to seek independent professional advice at the

Company’s expense.

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CORPORATE GOVERNANCE STATEMENT

Olympia Resources Limited 15 2008 Annual Report

MONITORING OF THE BOARD’S PERFORMANCE In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is to be reviewed annually by the chairperson. Directors whose performance is unsatisfactory are asked to retire. BEST PRACTICE RECOMMENDATION Outlined below are the 10 Principles of Good Corporate Governance and Best Practice Recommendations as outlined by the ASX and the Corporate Governance Council. The Company has complied with the Corporate Governance Best Practice Recommendations except as identified below. Details about the Company’s corporate governance policies are set out on the Company’s website at www.olympiaresources.com Principle Action taken and reasons

if not adopted

Recognise and publish the respective roles and responsibilities of the board and management

Principle 1: Lay solid foundation for management and oversight

1.1 Formalise and disclose the functions reserved to the Board and those

delegated to management

Adopted

Have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties

Principle 2: Structure the board to add value

2.1 A majority of the Board should be independent

2.2 The chairperson should be an independent director

2.3 The roles of chairperson and chief executive officer should not be exercised

by the same individual

2.4 The board should establish a nomination committee

2.5 Provide the information indicated in 'Guide to reporting on Principle 2’

Adopted except as follow:-

2.4 The Company is not of a size that justifies

having a separate Nomination Committee so

matters typically considererd by such a committee

are dealt with by the full Board.

Actively promote ethical and responsible decision-making

Principle 3: Promote ethical and responsible decision-making

3.1 Establish a code of conduct to guide the directors, the chief executive officer

(or equivalent), the chief financial officer (or equivalent) and any other key

executives as to:

3.1.1 the practices necessary to maintain confidence in the Company's

integrity

3.1.2 the responsibility and accountability of individuals for reporting or

investigating reports of unethical practices

Adopted

3.2 Disclose the policy concerning trading in Company securities by directors,

officers and employees

3.3 Provide the information indicated in 'Guide to Reporting on Principle 3

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CORPORATE GOVERNANCE STATEMENT

Olympia Resources Limited 16 2008 Annual Report

Principle Action taken and reasons

if not adopted

Have a structure in place to independently verify and safeguard the integrity of the

Company's financial reporting

Principle 4: Safeguard integrity in financial reporting

4.1 Require the chief executive officer (or equivalent) and the chief financial

officer (or equivalent) to state in writing to the Board that the Company's

financial reports present a true and fair view, in all material respects, of the

Company's financial condition and operational results and are in accordance

with relevant accounting standards.

Adopted except as follow:-

4.3 Casual vacancies during 2007.08 caused the

audit committee to consist of 2 non-executive

directors.

4.2 The Board should establish an audit committee

4.3 Structure the audit committee so that it consists of:

� Only non-executive directors

� A majority of independent directors

� An independent chairperson who is not the chairperson of the Board

� At least three members

4.4 The audit committee should have a formal operating charter

4.5 Provide the information indicated in the 'Guide to reporting on Principle 4'

Promote timely and balanced disclosure of all material matters concerning the

Company

Principle 5: Make timely and balanced disclosure

5.1 Establish written policies and procedures designed to ensure compliance

with ASX Listing Rule disclosure requirements and to ensure accountability

at a senior management level for that compliance

Adopted

5.2 Provide the information indicated in the 'Guide to reporting on Principle 5'

Respect the rights of shareholders and facilitate the effectiveness of those rights

Principle 6: Respect the rights of shareholders

6.1 Design and disclose a communications strategy to promote effective

communication with shareholders and encourage effective participation at

general meetings.

6.2 Request the external audit to attend the annual general meeting and be

available to answer shareholder questions about the audit and the

preparation and content of the auditor's report

Adopted

Establish a sound system of risk oversight and management and internal control

Principle 7: Recognise and manage risk

7.1 The Board or appropriate Board committee should establish policies on risk

oversight and management

7.2 The chief executive officer (or equivalent) and the chief financial officer (or

equivalent) should state to the Board in writing that:

Adopted

7.2.1 the statement given in accordance with best practice recommendation 4.1

(the integrity of financial statements) is founded on a sound system of risk

management and internal compliance and control which implements the

policies adopted by the Board

7.2.2 the Company's risk management and internal compliance and control

system is operating efficiently and effectively in all material respects.

Provide the information indicated in the 'Guide to reporting on Principle

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CORPORATE GOVERNANCE STATEMENT

Olympia Resources Limited 17 2008 Annual Report

Principle Action taken and reasons

if not adopted

Fairly review and actively encourage enhanced board and management effectiveness

Principle 8: Encourage enhanced performance

8.1 Disclose the process for performance evaluation of the Board, its

committees and individual directors, and key executives

Adopted

Ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined

Principle 9: Remunerate fairly and responsibly

9.1 Provide disclosure in relation to the Company's remuneration policies to

enable investors to understand (i) the cost and benefits of these policies and

(ii) the link between remuneration paid to directors and key executives and

corporate performance.

Adopted except as follows:-

9.2 The Board should establish a remuneration committee

9.3 Clearly distinguish the structure of non-executive directors' remuneration

from that of executives

9.4 Ensure that payment of equity-based executive remuneration is made in

accordance with thresholds set in plans approved by shareholders

9.2 The Company is not of a size that justifies

having a separate Remuneration Committee. so

matters typically considered by such committee

are dealt with by the full Board.

Recognise the legal and other obligations of all legitimate stakeholders

Principle 10: Recognise the legitimate interest of stakeholders

10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders

Adopted

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Olympia Resources Limited 18 2008 Annual Report

Auditor’s Independence Declaration

As lead auditor for the audit of the financial report of Olympia Resources Limited for the year ended 30 June 2008, I declare that to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Olympia Resources Limited.

Perth, Western Australia N G NEILL 30 September 2008 Partner, HLB Mann Judd HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 2 15 Rheola Street West Perth 6005 PO Box 263 West Perth 6872 Western Australia. Telephone +61 (08) 9481 0977. Fax +61 (08) 9481 3686. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a world-wide organisation of accoun ting firms and business advisers

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INCOME STATEMENT for the year ended 30 June 2008

Olympia Resources Limited 19 2008 Annual Report

Consolidated Parent

Notes 2008

$ 2007

$ 2008

$ 2007

$ Revenue 2 - 1,036,765 - 90,190 Other revenue 2 51,434 199,237 406,608 254,601 Total revenue 51,434 1,236,002 406,608 344,791 Cost of goods sold 2 (198,239) (940,420) - (86,546) Borrowing costs 2 (183,937) (9,999) (183,937) (4,408) Depreciation and amortisation expenses 2 (60,888) (43,837) (38,155) (43,837) Employee expenses 2 (1,218,480) (862,187) (1,082,649) (827,382) Impairment of loans to subsidiaries 2 - - (3,043,303) (1,324,695) Other expenses 2 (2,501,221) (1,669,343) (154,124) (132,628) Loss before income tax (4,111,331) (2,289,784) (4,095,560) (2,074,705) Income tax benefit 3 - 222,475 - 222,475 Net loss for the period (4,111,331) (2,067,309) (4,095,560) (1,852,230) Loss attributable to minority interest 304,330 222,135 - - Net loss attributable to members of parent (3,807,001) (1,845,174) (4,095,560) (1,852,230) Basic earnings per share (cents) 27 (2.52) (1.78) (2.71) (1.78) Diluted earnings per share (cents) 27 (2.52) (1.78) (2.71) (1.78) The above income statement should be read in conjunction with the accompanying notes.

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BALANCE SHEET as at 30 June 2008

Olympia Resources Limited 20 2008 Annual Report

Consolidated Parent

Notes 2008

$ 2007

$ 2008

$ 2007

$ Current Assets

Cash assets 4 655,178 2,495,016 447,887 2,440,847 Receivables 5 55,496 380,287 55,443 300,592 Inventories 6 451,131 70,385 - - Loan receivables 7 147,915 7,567 2,667,122 1,483,744 Other 8 122,871 75,486 53,245 67,134

Total Current Assets 1,432,591 3,028,741 3,223,697 4,292,317 Non-Current Assets

Property, plant and equipment 9 12,529,962 9,149,547 10,787,704 7,986,069 Deferred exploration 10 2,231,932 2,022,316 2,147,056 1,922,316 Financial assets 11 - - 126,000 126,005 Other 8 - 30,814 - -

Total Non-Current Assets 14,761,894 11,202,677 13,060,760 10,034,390 Total Assets 16,194,485 14,231,418 16,284,457 14,326,707 Current Liabilities

Payables 12 985,996 721,223 949,968 623,921 Financial liabilities 13 1,649,566 11,450 1,649,566 11,450

Total Current Liabilities 2,635,562 732,673 2,599,534 635,371 Non-Current Liabilities

Financial liabilities 13 3,061,400 34,885 3,061,400 34,885 Total Non-Current Liabilities 3,061,400 34,885 3,061,400 34,885 Total Liabilities 5,696,962 767,558 5,660,934 670,256 Net Assets 10,497,523 13,463,860 10,623,523 13,656,451 Equity

Contributed equity 14 20,974,194 20,044,412 20,974,194 20,044,412 Reserves 16 917,888 793,524 917,888 785,038 Accumulated losses (11,394,559) (7,165,944) (11,268,559) (7,172,999)

Parent Equity Interest 10,497,523 13,671,992 10,623,523 13,656,451 Minority Interest - (208,132) - - Total Equity 10,497,523 13,463,860 10,623,523 13,656,451 The above balance sheet should be read in conjunction with the accompanying notes.

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CASH FLOW STATEMENT for the year ended 30 June 2008

Olympia Resources Limited 21 2008 Annual Report

Consolidated Parent Notes 2008

$ 2007

$ 2008

$ 2007

$ Cash Flows From Operating Activities

Receipts from customers - 958,583 - - Interest received 51,434 82,412 49,765 81,861 Finance costs (41,075) (4,408) (41,075) (4,408) Payment to suppliers and employees (2,369,549) (2,393,598) (718,373) (532,187) Income tax benefit 222,475 - 222,475 -

Net Cash Used In Operating Activities 17(a) (2,136,715) (1,357,011) (487,208) (454,734) Cash Flows From Investing Activities

Proceeds from sale of property, plant and equipment

222,727

-

-

-

Payments for exploration, evaluation and development expenditure and mine properties

(4,384,766)

(4,695,472)

(3,196,597)

(3,174,633)

Purchase of property, plant and equipment (1,058,557) (66,171) (81,663) (23,652) Proceeds from sale of investments - 12,121 - 12,121 Shares purchased in subsidiaries - - - (126,005) Other - 14,003 - -

Net Cash Used In Investing Activities (5,220,596) (4,735,519) (3,278,260) (3,312,169) Cash Flows From Financing Activities

Proceeds from the issue of shares 1,000,000 6,721,966 1,000,000 6,721,966 Payments for share issue costs (70,218) (459,980) (70,218) (459,980) Proceeds from borrowings 4,631,000 - 4,631,000 - Loans made to subsidiaries - - (3,744,963) (2,379,796) Repayment of borrowings (43,311) (12,542) (43,311) (12,542)

Net Cash Inflows From Financing Activities 5,517,471 6,249,444 1,772,508 3,869,648 Net Increase/(Decrease) In Cash Held (1,839,838) 156,914 (1,992,960) 102,745 Cash at the beginning of the financial year 2,495,016 2,338,102 2,440,847 2,338,102 Cash at the end of the financial year 17(b) 655,178 2,495,016 447,887 2,440,847 The above cash flow statement should be read in conjunction with the accompanying notes.

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STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2008

Olympia Resources Limited 22 2008 Annual Report

CONSOLIDATED Foreign Currency Issued Accumulated Translation Minority Options Tot al Capital Losses Reserve Interest Reserve Equity $ $ $ $ $ $ Balance at 1 July 2006 13,808,155 (5,320,769) - - 736,500 9,223,886

Shares issued during the period 6,721,966 - - - - 6,721,966 Loss attributable to members of the parent entity - (1,845,174) - - - (1,845,174) Loss attributable to minority shareholders - - - (222,135) - (222,135) Shares issued to minority shareholders - - - 14,003 - 14,003 Cost of issue of share capital (485,709) - - - - (485,709) Adjustment for translation of foreign controlled entities - - 8,485 - - 8,485 Cost of share based payments - - - - 48,538 48,538

Balance at 30 June 2007 20,044,412 (7,165,943) 8,485 (208,132) 785,038 13,463,860 Balance at 1 July 2007 20,044,412 (7,165,943) 8,485 (208,132) 785,038 13,463,860

Shares issued during the period 1,000,000 - - - - 1,000,000 Loss attributable to members of the parent entity - (3,807,001) - - - (3,807,001) Loss attributable to minority shareholders - - - (304,330) - (304,330) Cost of issue of share capital (70,218) - - - - (70,218) Adjustment for translation of foreign controlled entities - - (8,485) - - (8,485) Deconsolidation of former subsidiary - - - 90,847 - 90,847 Transfer of minority interests to accumulated losses - (421,615) - 421,615 - - Cost of share based payments - - - - 132,850 132,850

Balance at 30 June 2008 20,974,194 (11,394,559) - - 917,888 10,497,523

PARENT Issued Accumulated Options Total Capital Losses Reserve Equity $ $ $ $ Balance at 1 July 2006 13,808,155 (5,320,769) 736,500 9,223,886

Shares issued during the period 6,721,966 - - 6,721,966 Loss attributable to members - (1,852,230) - (1,852,230) Cost of issue of share capital (485,709) - - (485,709) Cost of share based payments - - 48,538 48,538

Balance at 30 June 2007 20,044,412 (7,172,999) 785,038 13,656,451 Balance at 1 July 2007 20,044,412 (7,172,999) 785,038 13,656,451

Shares issued during the period 1,000,000 - - 1,000,000 Loss attributable to members - (4,095,560) - (4,095,560) Cost of issue of share capital (70,218) - - (70,218) Cost of share based payments - - 132,850 132,850

Balance at 30 June 2008 20,974,194 (11,268,559) 917,888 10,623,523

The above statement of changes in equity should be read in conjunction with the accompanying notes

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 23 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(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 Accounting Standards and Interpretations and complies with other requirements of the law. The financial report has also been prepared on a historical cost basis.

The company is a listed public company, incorporated in Australia and operating in Australia, Indonesia and Singapore. The financial report is presented in Australian dollars. The Group’s principal activities are minerals exploration and processing.

Going Concern

In the past 12 months the Group has continued with the development of its projects and its exploration program. At 30 June 2008, there was a deficit of current assets over current liabilities of $1,202,971, however the Company successfully closed a rights issue on 2 July 2008 raising $5,435,568 before costs. The Annual Report has been prepared on a going concern basis, as outlined below. The Directors have prepared projections to September 2009 which show that there will be a requirement to generate funds by a combination of operating cash surplus, capital raisings or the refinancing of debt commitments. If the Group is unable to obtain these additional funds there is significant uncertainty as to whether the Group can continue as a going concern and therefore whether it will realize its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial report. The Directors are satisfied that additional funding can be obtained and therefore the report can be prepared on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 30 June 2008. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern.

(b) Adoption of new and revised standards

Changes in accounting policies on initial applicati on of Accounting Standards

In the year ended 30 June 2008, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2007. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below. The Group has also adopted the following Standards as listed below which only impacted on the Group’s financial statements with respect to disclosure:

� AASB 101 ‘Presentation of Financial Instruments’ (revised October 2006) � AASB 7 ‘Financial Instruments: Disclosures’

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2008. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

(c) Statement of Compliance

The financial report was authorised for issue by the directors on 30 September 2008.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 24 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d)

(d) Basis of Consolidation

The consolidated financial statements comprise the financial statements of Olympia Resources Limited and its subsidiaries as at 30 June each year (the Group).

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet.

(e) Significant accounting judgments, estimates and assu mptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Share-based payment transactions: The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Binomial tree model.

The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the Binomial tree model taking into account the terms and conditions upon which the instruments were granted.

(f) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of goods Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the customer.

(ii) Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(g) Borrowing Costs

Borrowing costs are recognised as an expense when incurred except those that relate to the acquisition, construction or production of qualifying assets where the borrowing cost is added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

(h) Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised at their fair value or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the general policy on borrowing costs - refer Note 1(g).

Finance leased assets are depreciated on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(i) Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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Olympia Resources Limited 25 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued )

(j) Trade and other receivables

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group. The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance. The amount of the impairment loss is recognised in the income statement within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the income statement.

(k) Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows: Raw materials – purchase cost on a first-in, first-out basis; and Finished goods and work-in-progress – cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

(l) Derecognition of financial assets and financial lia bilities

(i) Financial assets � A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial

assets) is derecognised when: � the rights to receive cash flows from the asset have expired;

� the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or

� the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration received that the Group could be required to repay.

When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the amount of the transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the Group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

(ii) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

(m) Impairment of financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

(i) Financial assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.

The amount of the loss is recognised in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant.

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Olympia Resources Limited 26 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d)

(m) Impairment of financial assets (continued)

If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

(ii) Financial assets carried at cost If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

(iii) Available-for-sale investments If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to the income statement. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through profit or loss if the increase in an instrument's fair value can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.

(n) Foreign currency translation

Both the functional and presentation currency of Olympia Resources Limited is Australian dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss.

Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The functional currency of the foreign operations, Sinol Trading Pte Limited is Singapore dollars ($SGD), and PT Olympia Resources Indonesia is Australian dollars.

As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Olympia Resources Limited at the rate of exchange ruling at the balance sheet date and their income statements are translated at the weighted average exchange rate for the year.

The exchange differences arising on the translation are taken directly to a separate component of equity.

On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

(o) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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Olympia Resources Limited 27 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d)

(o) Income tax (continued)

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

(p) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(q) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.

Land and buildings are measured at fair value less accumulated depreciation on buildings and less any impairment losses recognised after the date of the revaluation.

Depreciation is calculated on a diminishing value basis, excluding computer software which is calculated on a straight-line basis over the estimated useful life of the assets as follows: Plant and equipment – 7.5 – 50.0%

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

(i) Impairment The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.

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

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

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Olympia Resources Limited 28 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d)

(q)Property, plant and equipment (continued)

An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.

For plant and equipment, impairment losses are recognised in the income statement in the cost of sales line item.

(ii) Derecognition and disposal An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposall proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(r) Financial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transactions costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.

All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.

(i) Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss.

(ii) Held-to-maturity investments Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

(iii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

(iv) Available-for-sale investments Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or are not classified as any of the three preceding categories. After initial recognition available-for sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units), to which the goodwill relates. When the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating unit (group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Impairment losses recognised for goodwill are not subsequently reversed.

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Olympia Resources Limited 29 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d) (s) Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(t) Trade and other payables

Trade payables and other payables are carried at amortised costs and 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.

(u) Interest-bearing loans and borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised.

(v) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(w) Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date, They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

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Olympia Resources Limited 30 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continu ed)

(x) Share-based payment transactions

(i) Equity settled transactions: The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

There is currently one plan in place to provide these benefits:

• the Employee Share Option Plan (ESOP), which provides benefits to directors and senior executives.

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a binomial tree model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Olympia Resources Limited (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 27).

(y) Issued capital

Ordinary shares are classified as equity. 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.

(z) Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: � costs of servicing equity (other than dividends) and preference share dividends; � the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have

been recognised as expenses; and � other non-discretionary changes in revenues or expenses during the period that would result from the

dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(aa) Exploration and evaluation

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

(i) the rights to tenure of the area of interest are current; and

(ii) at least one of the following conditions is also met: a) the exploration and evaluation expenditures are expected to be recouped through successful development

and exploration of the area of interest, or alternatively, by its sale; or b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage

which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

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Olympia Resources Limited 31 2008 Annual Report

1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continue d)

(aa) Exploration and evaluation (continued)

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

(ab)Development expenditure

Development expenditure is recognised at cost less accumulated amortisation and any impairment losses. Where commercial production in an area of interest has commenced, the associated costs together with any forecast future capital expenditure necessary to develop proved and probable reserves are amortised over the estimated economic life of the mine on a units-of-production basis.

Changes in factors such as estimates of proved and probable reserves that affect unit-of-production calculations are dealt with on a prospective basis.

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Olympia Resources Limited 32 2008 Annual Report

Consolidated Parent 2. REVENUE AND EXPENSES 2008

$ 2007

$ 2008

$ 2007

$ (a) Operating revenue

Sales of heavy mineral concentrate - 1,036,765 - 90,190

(b) Other revenue Interest received from other parties 51,434 82,412 49,765 81,861 Interest received from partly owned subsidiary

- - 356,843 55,915

Write back of creditors - 110,204 - 110,204 Net gains on disposal of plant and equipment

- - - -

Profit on disposal of investments - 6,621 - 6,621 Increase in listed investments - - - -

51,434 199,237 406,608 254,601 Total revenue 51,434 1,236,002 406,608 344,791

(c) Expenses

Cost of sales of heavy mineral concentrate

198,239 940,420 - 86,546

Borrowing costs - interest on finance leases and market rate facility

183,937 9,999 183,937 4,408

Depreciation and amortisation expenses - depreciation of plant and equipment 60,888 43,837 38,155 43,837 Employee expenses 1,218,480 862,187 1,082,649 827,382 Impairment of loans to subsidiaries - - 3,043,303 1,324,695 Other expenses Accounting and audit fees - accounting fees 11,148 28,854 11,148 22,821 - audit fees 55,500 30,000 55,500 30,000 Advertising and public relations - advertising 27,869 21,045 4,113 21,045 - public relations - 3,641 - 3,641 Corporate administration expenses 76,878 210,380 76,878 106,999 Consulting and legal fees - consulting fees 433,622 405,653 430,153 260,464 - legal fees 78,692 63,236 75,770 61,021 - advisory services - - - - Directors’ fees 222,589 161,205 188,329 161,205 Occupancy costs - lease commitments 57,009 43,206 52,225 29,401 - other costs - 10,876 - 10,876 Travelling expenses 67,175 132,366 49,600 63,268 Administration expenses 222,216 189,719 175,434 170,594 Formation expense write off 30,814 - - - Salaries and expenses transferred to deferred exploration

(529,268) (450,593) (348,591) (450,593)

Recovery of overhead from partly owned subsidiary

- - (852,797) (533,269)

Deferred exploration written off 1,643,653 816,951 236,362 175,156 Loss on disposal of assets 73,531 - - - Net foreign exchange losses 14,022 2,804 - - Net loss on deconsolidation 15,771 - - - Total other expenses from ordinary activities

2,501,221 1,669,343 154,124 132,628

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Olympia Resources Limited 33 2008 Annual Report

3. TAXATION Consolidated Parent 2008

$ 2007

$ 2008

$ 2007

$ (a) Income Tax Benefit Attributable to

Loss from Ordinary Activities

Income tax benefit recognised in profit or loss

- 222,475 - 222,475

The major component of this tax benefit is: Adjustment recognised in the current year in relation to the current tax of prior years – R&D tax offset

The aggregate amount of income tax attributable to the financial year differs from the amount prima facie payable on the loss from ordinary activities. The difference in reconciled as follows:

Loss from ordinary activities 4,111,311 2,289,784 4,095,560 2,074,705 Prima facie income tax benefit on

operating loss at 30% (30% for 2007)

(1,233,393) (686,935) (1,228,668) (622,411) Less / (Add): tax effect of non-allowable

items

45,792 66,225 951,647 428,906 Less: tax effect of capitalised exploration

expenditure

(351,386)

(396,649)

(138,331)

(366,649) Add: R&D tax offset refunded in current

year

- 222,475 - 222,475 Income tax losses and net temporary

differences carried forward not taken up as a benefit

1,538,987

1,017,359

415,352

560,154 Income tax benefit - 222,475 - 222,475

(b) Deferred Tax Asset not Brought to Account

The Directors estimate that the potential future income tax benefit at 30% in respect of tax losses and net temporary differences not brought to account is:

Tax losses carried forward 5,573,181 4,157,020 4,019,654 3,727,068

Consolidated tax losses include $1,553,527 foreign sourced tax losses. The benefit for tax losses will only be obtained if: (i) the Company derives future assessable income of a nature and an amount sufficient to enable the

benefit from the deductions for the losses to be realised;

(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and

(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.

4. CASH ASSETS Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Cash at bank and on hand 655,178 2,495,016 447,887 2,440,847

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Olympia Resources Limited 34 2008 Annual Report

5. RECEIVABLES Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Trade debtors 53 328,063 - 248,368 ATO Receivable 55,443 52,224 55,443 52,224 55,496 380,287 55,443 300,592

6. INVENTORIES Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Raw Materials – at cost 28,264 70,385 - - Work in progress – at net realisable value 383,230 - - - Finished Goods – at net realisable value 39,637 - - - 451,131 70,385 - -

7. LOAN RECEIVABLES Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Loans to PT Olympia Resources Indonesia - - 6,735,093 2,508,439 Allowance for impairment - - (4,215,886) (1,172,583) Loans to Sinol Trading Pte Ltd 300,000 - 300,000 300,000 Allowance for impairment (152,085) - (152,085) (152,112) Other - 7,567 - - 147,915 7,567 2,667,122 1,483,744

8. OTHER Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Current Prepayments 56,948 60,486 43,245 52,134 Other 65,923 15,000 10,000 15,000 122,871 75,486 53,245 67,134 Non-Current Other - 30,814 - -

9. PROPERTY, PLANT AND EQUIPMENT Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Plant and equipment At cost 1,306,725 278,938 318,082 236,419 Accumulated depreciation (172,587) (99,122) (132,777) (94,622) 1,134,138 179,816 185,305 141,797 Land 551,756 - - - Buildings 247,516 - - - Accumulated depreciation (5,847) - - - 241,669 - - - Mine Properties – at cost 10,602,399 8,969,731 10,602,399 7,844,272 12,529,962 9,149,547 10,787,704 7,986,069

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Olympia Resources Limited 35 2008 Annual Report

9. PROPERTY, PLANT AND EQUIPMENT (continued)

Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Reconciliations Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:

Plant and equipment Carrying amount at beginning of year 179,816 161,982 141,797 161,982 Additions 483,662 66,171 81,663 23,652 Transfers from mine properties 544,125 - - - Depreciation (73,465) (48,337) (38,155) (43,837) Carrying amount at end of year 1,134,138 179,816 185,305 141,797 Land Carrying amount at beginning of year - - - - Additions 327,379 - - - Transfers from mine properties 224,377 - - - Carrying amount at end of year 551,756 - - - Buildings Carrying amount at beginning of year - - - - Additions 247,516 - - - Depreciation (5,847) - - - Carrying amount at end of year 241,669 - - - Mine properties Carrying amount at beginning of year 8,969,731 3,677,259 7,844,272 3,677,259 Additions 3,379,409 3,092,662 2,758,127 1,967,203 Transfers (768,502) 2,199,810 - 2,199,810 Disposals (296,258) - - - Amounts written off (681,981) - - - Carrying amount at end of year 10,602,399 8,969,731 10,602,399 7,844,272

10. DEFERRED EXPLORATION Consolidated Parent

2008 $

2007 $

2008 $

2007 $

Non-Current Deferred tenement acquisition and evaluation expenditure (at cost) – exploration phase

2,231,932

2,022,316

2,147,056

1,922,316 Reconciliations Opening balance 2,022,316 3,412,724 1,922,316 3,412,724 Additions 1,171,288 1,626,353 461,102 1,257,287 Transfer to mine properties - (2,199,810) - (2,199,810) Transfer to subsidiary - - - (372,729) Amounts written off (961,672) (816,951) (236,362) (175,156) 2,231,932 2,022,316 2,147,056 1,922,316

The ultimate recoupment of the Company's deferred tenement acquisition and evaluation expenditure carried forward in respect of areas of interest still in the exploration and/or evaluation phases is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas.

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Olympia Resources Limited 36 2008 Annual Report

11. FINANCIAL ASSETS Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Investment in subsidiaries - - 126,000 126,005

12. PAYABLES Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Current Other creditors 571,423 313,578 560,161 332,235 Accruals 346,103 379,935 321,337 263,976 Employee entitlements 68,470 27,710 68,470 27,710 985,996 721,223 949,968 623,921

No. No. No. No. Number of employees at balance date 33 11 6 6

13. FINANCIAL LIABILITIES Consolidated Parent Current

2008

$ 2007

$ 2008

$ 2007

$ Obligations under finance leases (refer note

24) 19,218 11,450 19,218 11,450

Vendor finance 70,473 - 70,473 - Shares to be issued 84,875 - 84,875 - Bank loan 725,000 - 725,000 - Holding company loan 750,000 - 750,000 -

1,649,566 11,450 1,649,566 11,450

Non current Obligations under finance leases (refer note

24) 14,151 34,885 14,151 34,885

Vendor finance 47,249 - 47,249 - Holding company loan 3,000,000 - 3,000,000 -

3,061,400 34,885 3,061,400 34,885

Financing facilities available At reporting date, the following financing facilities had been negotiated and were available:

Total facilities: • bank loans • equity standby facility (i)

725,000 7,500,000

450,000 7,500,000

725,000 7,500,000

450,000 7,500,000

Facilities unused at reporting date • bank loans • equity standby facility (i)

- 7,500,000

450,000 7,500,000

- 7,500,000

450,000 7,500,000

(i) The equity standby facility may be

drawndown at Olympia Resources discretion by the issue of shares and options, subject to pricing and volume conditions.

Assets pledged as security The carrying amounts of assets pledged as

security for the bank loan facility are:

Non-Current First mortgage Mine properties 725,000 450,000 725,000 450,000

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Olympia Resources Limited 37 2008 Annual Report

14. CONTRIBUTED EQUITY Parent

2008 No

2007 No

Share capital Ordinary shares, fully paid 155,302,470 145,302,470

Ordinary shares Movements: No. $ Balance as at 30 June 2006 91,130,883 13,808,155 Issued in lieu of payment of consulting fees 1,333,067 203,982 Issued for working capital, development and

exploration 52,832,270 6,515,796

Issued for the conversion of options 6,250 2,188 Share issue costs - (485,709) Balance as at 30 June 2007 145,302,470 20,044,412

Issued for working capital, development and

exploration 10,000,000 1,000,000

Share issue costs - (70,218) Balance as at 30 June 2008 155,302,470 20,974,194

Terms and conditions

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings.

In the event of winding up of the Company, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation.

15. SHARE OPTIONS

At the date of this report, there were 32,459,942 unissued shares under option as follows

No. of Options

Exercisable at 25c, on or before 31 December 2009 (1) 300,000 Exercisable at 35c, on or before 31 December 2009 10,265,182 Exercisable at 20c, on or before 30 June 2010 18,144,760 Exercisable at 20c, on or before 30 June 2010 (1) 750,000 Exercisable at 15c, on or before 30 December 2010 (1) 3,000,000 32,459,942 These options do not entitle the holders to participate in any share issue of the company or any other body corporate. (1) Unquoted Options issued to Directors, Employees and Consultants under the Employee Share Option Plan.

The options issued during or since the end of the financial year were as follows:

� 2,000,000 options issued under an Agreement to establish access to Exploration tenements at an exercise

price of $0.20 cents and expiring on 30 June 2010 � 750,000 options issued as part of consulting services agreement at an exercise price of $0.20 cents and

expiring on 30 June 2009 � 3,000,000 options issued to Directors under the Employee Share Option Plan at an exercise price of $0.15

cents and expiring on 31 December 2010

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Olympia Resources Limited 38 2008 Annual Report

16. RESERVES Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$

Share options reserve 917,888 785,038 917,888 785,038 Foreign currency translation reserve - 8,486 - - 917,888 793,524 917,888 785,038 Nature and purpose of reserves

Share options reserve

The share options reserve records items recognised as expenses on valuation of share options provided to employees and consultants.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.

17. CASH FLOW INFORMATION Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ (a) Reconciliation of loss from ordinary

activities after income tax to cash flow from operations

Loss from ordinary activities after income tax (4,111,331) (2,067,309) (4,095,560) (1,852,230)

Add non-cash items in loss from ordinary activities:

Depreciation 60,888 43,837 38,155 43,837 Profit on disposal of investments - (6,621) 5 (6,621) Mining expenditure written off 1,643,653 816,951 236,362 175,156 Net (profit)/loss on disposal of property, plant and equipment 73,531 - - -

Impairment of Investments - - 3,043,303 1,324,695 Share based payments 92,850 48,538 92,850 48,538 Interest income received and receivable - (55,914) - (55,914)

Provision for employee leave benefits 40,760 - 40,760 - FX losses - - - Other (3,467) - (142,301) - Net cash provided by operating activities before change in operating assets and operating liabilities

(2,203,143) (1,220,518) (786,426) (322,539)

(Increase) decrease in receivables 256,918 (207,644) - (194,440) (Increase) decrease in inventories (380,746) (70,385) - - (Increase) decrease in prepayments - (49,617) 13,889 (41,472) (Decrease) increase in trade creditors and accruals 171,189 207,588 240,396 99,403

(Decrease) increase in provisions - 4,314 - 4,314 Other 19,040 (20,749) 44,933 - Cash flows from operations (2,136,715) (1,357,011) (487,208) (454,734)

(b) Non-cash financing and investing

arrangements

The expense recognised in the income statement for share based payments, during the financial year, amounted to $92,850. In 2007 the expense recognised for share based payments was $48,538.

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Olympia Resources Limited 39 2008 Annual Report

Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Short –term employee benefits 427,345 456,248 427,345 456,248 Post-employment benefits 36,300 39,776 36,300 39,776 Share-based payments 66,600 - 66,600 - 530,245 496,024 530,245 496,024

(b) Options movements by Directors and related en tities

Balance 1 July 2007

Exercised

Issued as part of

remunera-tion

Net Change Other

Expired Balance 30 June

2008

Total Not

Exercis-able

Total Exercis-

able

Directors Mr M Randall 1,520,000 - 1,000,000 - (1,500,000) 1,020,000 - 1,020,000 Mr P Gazzard 871,429 - 1,000,000 - (750,000) 1,121,429 - 1,121,429 Mr J Baxter 268,280 - 500,000 (105,780) (100,000) 562,500 - 562,500 Mr N Goodall - - 500,000 - - 500,000 - 500,000 Mr B Bolitho - - - - - - - -

(c) Shareholdings of Directors

Balance 1 July 2007

Received as remuneration

Options exercised

Net change Other

Balance 30 June 2008

Directors Mr M Randall 90,000 - - - 90,000 Mr P Gazzard 642,858 - - - 642,858 Mr J Baxter 1,868,254 - - (468,254) 1,400,000 Mr N Goodall - - - - - Mr B Bolitho - - - - -

18. DIRECTORS’ AND EXECUTIVES’ REMUNERATION

The names and positions of directors and specified executives in office at any time during the year are:

Directors Mr M Randall Non-Executive Chairman

Mr P Gazzard Managing Director Mr J Baxter Non-Executive Director Mr N Goodall (appointed 1 February 2008) Non-Executive Director Mr B Bolitho (appointed 16 June 2008) Non-Executive Director Mr A Lockett (resigned 17 April 2008) Non-Executive Director Mr C Davies (resigned 31 July 2008) Non-Executive Director Mr M Walters (resigned 14 May 2008) Non-Executive Director Executives Mr A Beigel Company Secretary

(a) Remuneration of directors and executives The Company has transferred the detailed remuneration disclosures to the Directors Report in accordance with the Corporations Amendment Regulations 2006 (No. 4).

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Olympia Resources Limited 40 2008 Annual Report

(d) Remuneration policies

The Company’s policy for determining the nature and amount of emoluments of Board members and senior executives of the Company is as follows: The remuneration structure for executive officers, including Executive Directors, is based on a number of factors, including length of service, qualifications, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and specified Directors and executives are on a continuing basis, the terms of which are not expected to change in the immediate future.

19. RELATED PARTIES

Transactions of related parties

The terms and conditions of transactions with related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-related parties on an arms length basis. The aggregate amounts recognised during the year to Directors and their Director-related entities were as follows: Mr Alan Lockett

Consulting fees of $37,250 ($97,350 in 2007) were paid to Mr Lockett’s related company, Lockett Consulting Services Pty Ltd for services relating to capital raising, debt funding and contract negotiations. Mr John Baxter

Consulting fees of $124,661 ($118,322 in 2007) were paid to Mr Baxter’s related company, Hermitage Holdings Pty Ltd during the year for geological services provided to the Company.

Mr Chris Davies

Consulting fees of $nil ($1,485 in 2007) were paid to Mr Davies’ related Company, Baybeck Pty Ltd for services relating to landowner negotiations.

The consolidated financial statements include the financial statements of Olympia Resources Limited and the subsidiaries listed in the following table.

Country of % Equity Interest Investment ($) Name Incorporation 2008 2007 2008 2007

PT Olympia Resources Indonesia Indonesia 90% 90% 126,000 126,000

Sinol Trading Pte Ltd Singapore - 60% - 5

Territory Resources Limited is the ultimate Australian parent entity and ultimate parent of the Group.

The following table provides the total amount of transactions that were entered into with subsidiaries for the relevant financial year:

Amounts owed to related

parties

Subsidiary 2008

$ 2007

$

PT Olympia Resources Indonesia 4,226,654 2,508,439 Sinol Trading Pte Ltd - 300,000

Terms and conditions of transactions with related parties

Outstanding balances at year-end are unsecured and settlement occurs in cash. Interest is payable on outstanding balances with PT Olympia Resources Indonesia (RBA cash rate plus 2%). Transactions with related parties are at arms length unless otherwise stated.

At balance date the group had loans payable to its parent company Territory Resources Limited totalling $3,750,000. Interest on the loans is charged at the CBA overdraft rate plus 1.5% and is payable upon repayment of principal. The loans are scheduled to be repaid $750,000 on 11 July 2008 and $3,000,000 on 1 July 2009 or within 60 days following a review in December 2008, should there be an adverse change in the Groups financial position.

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Olympia Resources Limited 41 2008 Annual Report

20. REMUNERATION OF AUDITORS Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Remuneration of the auditors of the Company for:

Audit and review of the financial report 55,500 30,000 55,500 30,000 Other services - - - -

55,500 30,000 55,500 30,000 21. CONTINGENT LIABILITIES

Under an agreement with Island Minerals Pty Ltd 3,500,000 fully paid shares will be issued upon the successful granting of exploration licences in Kalimantan. This will reduce by 875,000 shares for each unsuccessful application. At balance date two applications had been granted and the financial effect of this is included in the Annual Report. The financial effect of the granting of the remaining 2 licences remains contingent at 30 June 2008.

22. EVENTS SUBSEQUENT TO BALANCE DATE On 2 July 2008 the Company closed a 1 for 2 renounceable rights issue. 77,651,235 ordinary shares were issued to raise $5,435,568 before costs. The financial effects of this transactions have not been included in the financial statements for the year ended 30 June 2008.

23. EXPENDITURE COMMITMENTS

In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various state governments. In addition the Company has planned exploration work on other tenements.

Consolidated Parent

Payable: 2008

$ 2007

$ 2008

$ 2007

$ Within one year 718,000 899,500 718,000 899,500 One year or later and no later than five years 2,872,000 3,898,000 2,872,000 3,898,000 3,590,000 4,797,500 3,590,000 4,797,500

24. LEASE COMMITMENTS

Operating leases (non cancellable) Consolidated Parent

Payable: 2008

$ 2007

$ 2008

$ 2007

$

Within one year 59,240 17,198 59,240 17,198 One year or later and no later than five years 23,321 - 23,321 - 82,561 17,198 82,561 17,198 Finance lease commitments Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Payable: Within one year 21,053 14,154 21,053 14,154 One year or later and no later than five years 14,778 37,756 14,778 37,756 Total minimum lease payments 35,831 51,910 35,831 51,910 Less amounts representing finance charge (2,462) (5,575) (2,462) (5,575) Present value of minimum lease payments 33,369 46,335 33,369 46,335

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Olympia Resources Limited 42 2008 Annual Report

25. FINANCIAL INSTRUMENTS (a) Capital risk management Management manages the group’s capital by assessing the group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of cash levels and share issues. There have been no changes in strategy adopted by management to control the capital of the group since the prior year. This strategy is to ensure that the group’s gearing ratio is relatively low and enhances a positive working capital position. The gearing ratio’s for the year ended 30 June 2008 and 30 June 2007 are as follows: Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Trade and other payables and financial liabilities 5,696,962 767,558 5,660,934 670,256 Less cash assets (655,178) (2,495,016) (447,887) (2,440,847) Net debt 5,041,784 (1,727,458) 5,213,047 (1,770,591) Total equity 10,497,523 13,463,860 10,623,523 13,656,451 Gearing ratio 48% (13%) 49% (13%) (b) Categories of financial instruments Consolidated Parent

2008

$ 2007

$ 2008

$ 2007

$ Financial assets Loans and receivables – at cost 203,411 387,854 2,722,565 1,784,336 Cash and cash equivalents 674,210 2,495,016 447,887 2,440,847 Investments in subsidiaries - - 126,000 126,005 Financial liabilities Trade Payables 571,423 313,578 560,161 332,235 Financial liabilities – at cost 4,710,966 46,335 4,710,966 46,335 (i) Loans and receivables designated as at fair value through profit or loss At the reporting date there are no significant concentrations of credit risk relating to loans and receivables at fair value through profit or loss. The carrying amount reflected above represents the company’s and the Group’s maximum exposure to credit risk for such loans and receivables. (ii) Financial liabilities designated as at fair value through profit or loss At the reporting date there are no significant concentrations of credit risk relating to loans and receivables at fair value through profit or loss. The carrying amount reflected above represents the company’s and the Group’s maximum exposure to credit risk for such loans and payables. (c) Financial risk management objectives The Group is exposed to market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group currently does not use derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

(d) Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and commodity. The Group has not entered into any derivative financial instruments to manage its exposure to foreign currency and commodity price risk including foreign exchange forward contracts to hedge the exchange rate and commodity price risk arising on its production. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk from the previous period.

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Olympia Resources Limited 43 2008 Annual Report

25. FINANCIAL INSTRUMENTS (continued) (e) Foreign currency risk management The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters. The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: Liabilities Assets

2008

$ 2007

$ 2008

$ 2007

$ Australian Equivalents of Indonesian Rupiah 11,261 - 207,291 30,460 Foreign currency sensitivity analysis The Group is exposed to Indonesian Rupiah (IDR) currency fluctuations. The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in profit or loss and other equity where the Australian Dollar strengthens against the respective currency. For a weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the profit and other equity and the balances below would be negative. IDR impact Liabilities Assets

2008

$ 2007

$ 2008

$ 2007

$ 10% increase in AUD value Profit or loss (i) (1,126) - (20,729) (3,046) Other equity (1,126) - (20,729) (3,046) 10% decrease in AUD value Profit or loss (i) 1,126 - 20,279 3,046 Other equity 1,126 - 20,279 3,046 (i) This is mainly attributable to the exposure outstanding on IDR cash on hand at year end in the Group The Group’s sensitivity to foreign currency during the period has increased due to the commencement of productions.

(f) Forward foreign exchange contracts The group has not entered into any forward foreign currency contracts outstanding as at the reporting date. The Group has not entered into contracts to supply ore to customers as at the reporting date. (g) Interest rate risk management The company and the Group are exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. The risk is managed by the Group by maintaining constant borrowing rate reviews. The company and Group’s exposures to interest rate on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. Interest rate risk sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the change in interest rates. At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s:

� net profit would decrease by $14,113 and increase by $14,113 (2007: increase by $8,630 and decrease by $8,630). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

The Group’s sensitivity to interest rates has increased during the current period mainly due to the increase in variable rate debt instruments. (h) Credit risk management Credit risk relates to the risk that counterparties will default on their contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with credit worthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from any defaults. The exposure of the Company to credit risk in relation to each class of recognised financial asset is the carrying amount as indicated in the balance sheet.

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 44 2008 Annual Report

25. FINANCIAL INSTRUMENTS (continued) (i) Liquidity risk management Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note (13) is a listing of additional undrawn facilities that the company/Group has at its disposal to further reduce liquidity risk. Liquidity and interest rate risk tables The following tables detail the company’s and the Group’s remaining contractual maturity for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Consolidated Weighted

average effective interest

rate Less than 1 month

1 – 3 Months

3 months – 1 year 1 – 5 years

5+ years

% $’000 $’000 $’000 $’000 $’000 2008 Non-interest bearing - 571,423 - 84,875 - - Finance lease liability 8.07% 1,412 2,824 16,699 14,027 - Variable interest rate instruments 12.47% 6,500 763,500 783,500 3,032,500 - 2007 Non-interest bearing - 313,578 - - - - Finance lease liability 8.04% 1,412 2,824 12,709 35,963 - Company Weighted

average effective interest

rate Less than 1 month

1 – 3 Months

3 months – 1 year 1 – 5 years

5+ years

% $’000 $’000 $’000 $’000 $’000 2008 Non-interest bearing - 560,161 - 84,875 - - Finance lease liability 8.07% 1,412 2,824 16,699 14,027 - Variable interest rate instruments 12.47% 6,500 763,500 783,500 3,032,500 - 2007 Non-interest bearing - 332,235 - - - - Finance lease liability 8.04% 1,412 2,824 12,709 35,963 -

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 45 2008 Annual Report

25. FINANCIAL INSTRUMENTS (continued) The following table details the company’s and the Group’s expected maturity for its non-derivative financial assets. These have been drawn up based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the company/Group anticipates that the cash flow will occur in a different period. Consolidated Weighted

average effective interest

rate Less than 1 month

1 – 3 Months

3 months – 1 year 1 – 5 years

5+ years

% $’000 $’000 $’000 $’000 $’000 2008 Non-interest bearing - 203,411 - - - - Variable interest rate instruments 3.27% 655,178 - - - - 2007 Non-interest bearing - 387,854 - - - - Variable interest rate instruments 3.41% 2,495,016 - - - - Company Weighted

average effective interest

rate Less than 1 month

1 – 3 Months

3 months – 1 year 1 – 5 years

5+ years

% $’000 $’000 $’000 $’000 $’000 2008 Non-interest bearing - 329,358 - - - - Variable interest rate instruments 8.80% 2,967,094 - - - - 2007 Non-interest bearing - 574,485 - - - - Variable interest rate instruments 5.13% 3,776,703 - - - -

(j) Fair value of financial instruments The fair values of financial assets and financial liabilities are determined as follows: The fair value of other financial assets and liabilities (excluding derivative financial instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions The fair value of derivative instruments, are calculated using quoted prices. Where such prices are not available use is made of a discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives and option pricing models for optional derivatives.

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 46 2008 Annual Report

26. SEGMENT REPORTING

Segment Information

The Group’s primary segment reporting format is geographical as the Group’s risks and rates of return are affected predominantly by differences in the regions where products and services are produced. The Group operates in one business segment.

Geographical segments

The Group’s geographical segments are determined based on the location of the Group’s assets.

The following table presents revenue, expenditure and certain asset information regarding geographical segments for the year ended 30 June 2008.

Australia Asia Elimination

s Total

$ $ $ $

30 June 2008

Segment revenue 406,608 1,669 (356,843) 51,434

Segment results 4,095,560 3,043,303 (3,331,862) 3,807,001

Segment assets 16,284,457 2,555,181 (2,645,150) 16,194,485

Segment liabilities 5,660,934 6,771,067 (6,735,039) 5,696,962

Other Segment Information

Net cash flow from Operating Activities 487,208 1,649,505 - 2,136,713

Net cash flow from Investing Activities (7,023,223) 1,802,627 - (5,220,596)

Net cash flow from Financing Activities 5,517,471 - - 5,517,471

30 June 2007

Segment revenue 344,791 747,884 (55,915) 1,036,765

Segment results 1,852,230 1,503,436 (1,510,492) 1,845,174

Segment assets 14,326,707 1,514,460 (1,609,749) 14,231,418

Segment liabilities 670,256 2,905,743 (2,808,441) 767,558

Other Segment Information

Net cash flow from Operating Activities (454,734) (902,277) - (1,357,011)

Net cash flow from Investing Activities (3,312,169) (1,423,350) - (4,735,519)

Net cash flow from Financing Activities 3,869,648 2,379,796 - 6,249,444

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

Olympia Resources Limited 47 2008 Annual Report

27. EARNINGS PER SHARE Consolidated Parent 2008

$ 2007

$ 2008

$ 2007

$ Earnings used in the calculation of earnings per share

(3,807,001) (1,845,174) (4,095,560) (1,852,230)

No. No. No. No. Weighted average number of ordinary shares used in the calculation of basic earnings per share

151,012,853 103,833,631 151,012,853 103,833,631 Options are considered to be potential ordinary shares. However, they are not considered to be dilutive in nature as their exercise will not result in diluted earnings per share that shows an inferior view of earnings performance than is shown by basic earnings per share.

28. DISPOSAL OF SUBSIDIARY

During the year the Group disposed of its 60% owned subsidiary Sinol Trading Pte Ltd for nil profit or loss resulting from the divestment. The entity’s share of Sinol’s losses during the year totalled $39,277. In addition, the de-consolidation of the subsidiary had the effect of reducing the consolidated entity’s loss for the period by $23,506 relating to the subsidiary’s prior year losses

29. COMPARATIVE BALANCES

Some comparative balances have been restated to reflect Sinol Trading’s audited accounts for the Year Ending 30 June 2007. The Company’s Annual Financial Report for the year ended 30 June 2007 contained an Independent Audit Report with a qualified opinion in relation to certain balances for Sinol Trading Pte Ltd. The final accounts received for Sinol has required adjustments to be made to the consolidated entity’s accounts for the year ended 30 June 2007. The effect on the comparative balances in this report are as follows:

2007 $

Adjustment $

Restated Amount

$ Current Receivables 146,635 (66,940) 79,695 Current payables 114,987 (18,657) 96,330 Revenue 920,824 14,659 935,483 Purchases 765,846 98,109 863,955 Consultants fees 130,328 (1,305) 129,023 Net impact on prior year’s accumulated losses (30 June 2007) (1,790,668) (54,506) (1,845,174)

Net impact on net assets (30 June 2007) 13,530,447 (66,587) 13,463,860

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DIRECTORS’ DECLARATION

Olympia Resources Limited 48 2008 Annual Report

1. In the opinion of the directors:

a. the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001 including:

i. giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year then ended; and

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

b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2008.

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

Peter Gazzard Managing Director Perth, Western Australia 30 September 2008

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Independent Auditor’s Report

Olympia Resources Limited 49 2008 Annual Report

INDEPENDENT AUDITOR’S REPORT

To the members of OLYMPIA RESOURCES LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Olympia Resources Limited (“the company” or “the parent entity”), which comprises the balance sheet as at 30 June 2008, the income statement, statement of changes in equity, cash flow statement and notes to the financial statements for the year ended on that date, and the directors’ declaration for both the company and the consolidated entity as set out on pages 19 to 48. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls.

An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 2 15 Rheola Street West Perth 6005 PO Box 263 West Perth 6872 Western Australia. Telephone +61 (08) 9481 0977. Fax +61 (08) 9481 3686. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a world-wide organisation of accoun ting firms and business advisers

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Independent Auditor’s Report

Olympia Resources Limited 50 2008 Annual Report

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

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

Independence

In our opinion:

(a) the financial report of Olympia Resources Limited is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

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

Continuation as a Going Concern

Without qualification to the opinion expressed above, we draw attention to Note 1 in the financial report which indicates that the company will require additional sources of funding to enable it to carry out its objectives. If the company is unable to generate additional cash flows, there is significant uncertainty whether the company will continue as a going concern and, therefore, whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Report on the Remuneration Report

We have audited the Remuneration Report included on pages 10 to 11 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Olympia Resources Limited for the year ended 30 June 2008 complies with section 300A of the Corporations Act 2001.

HLB MANN JUDD Chartered Accountants

Perth, Western Australia N G NEILL 30 September 2008 Partner

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SHAREHOLDER INFORMATION

Olympia Resources Limited 51 2008 Annual Report

SHAREHOLDER INFORMATION

As at 24 September 2008, the Company had 611 holders of Ordinary Fully Paid Shares.

Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none) at general meetings of Shareholders or classes of Shareholders:

(a) each Shareholder entitled to vote, may vote in person or by proxy, attorney or representative; (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a

Shareholder has one vote; and (c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a

Shareholder shall, in respect of each Fully Paid Share held, or in respect of which he/she has appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the Share.

Distribution of Share and Option Holders (as at 24 Se ptember 2008)

No Fully Paid Shares

Options 31/12/2009

Options 31/6/2010

1 - 1,000 26 20 13 1,001 - 5,000 39 87 72 5,001 – 10,000 102 34 40 10,001 – 100,000 342 72 78 100,001 and over 102 21 32 611 234 235

The number of Shareholders holding less than a marketable parcel is 207. Substantial Shareholders

The names of Shareholders that are recorded in the Register of Substantial Shareholders (as at 24 September 2008) are as follows:

Fully Paid Ordinary Shareholder Number Percentage Territory Mineral Sands Pty Ltd 171,282,253 73.53%

Twenty Largest Shareholders (as at 24 September 2008)

Fully Paid Ordinary Shareholder Number Percentage Territory Mineral Sands Pty Ltd 171,282,253 73.53% Tectonex Geoconsultants Pty Ltd 4,200,000 1.80% Citicorp Nominees Pty Limited 3,156,423 1.35% Anz Nominees Limited<Cash Income A/C> 2,509,667 1.08% Lost Ark Nominees Pty Limited <Mya Super A/C> 2,000,000 0.86% Uob Kay Hian Private Limited <Clients A/C> 1,843,000 0.79% Lost Ark Nominees Pty Limited <Mya Unit A/C> 1,600,000 0.69% Merrill Lynch (Australia) Nominees Pty Limited 1,500,000 0.64% Mr Salvatore Tomarchio 1,500,000 0.64% Mr John Leslie Baxter & Mrs Gillian Felicity Baxter 1,200,000 0.52% Mr Bob Ryan & Ms Jennifer Rowe 1,002,000 0.43% Mr Colin Morrow 935,358 0.40% Ms Lee Ellen Gazzard 819,643 0.35% Sanjean Pty Limited 800,000 0.34% Mr Terence John Stott & Mrs Cherrie Elizabeth Stott 775,179 0.33% Quincy Nominees Pty Ltd <Superannuation Fund Account> 750,000 0.32% Mr Peter William Gazzard & Mrs Lee Ellen Gazzard<Gazzard Family S/F A/C> 731,251 0.31% Redterra Holdings Pty Ltd <Chandalier Super Fund A/C> 669,644 0.29% Mrs Giorgia Longo 656,956 0.28% Hsbc Custody Nominees (Australia) Limited 609,823 0.26%

Total 198,541,197 85.23%

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SHAREHOLDER INFORMATION

Olympia Resources Limited 52 2008 Annual Report

Twenty Largest 30 June 2010 Option Holders (as at 24 September 2008):

30 June 2010 Options

30 June 2010 Option Holders Number Percentage Mr Weifeng Lai 2,062,553 11.37% Lawrence Crowe Consulting Pty Ltd <L C C Super Fund A/C> 1,842,227 10.15% Mr Medhat Sawires & Mrs Ireny Sawires 1,386,868 7.64% International Business Network (Services) Pty Ltd 1,129,313 6.22% Mrs Karen Ann Lockett 825,818 4.55% Winthrop Nominees Pty Ltd <Rdl S/F A/C> 716,705 3.95% Hsbc Custody Nominees(Australia) Limited 587,878 3.24% Mr Salvatore Tomarchio 500,000 2.76% Goffacan Pty Ltd 499,478 2.75% Northern Mining Limited 440,741 2.43% Realty One Pty Ltd 433,295 2.39% Finance Associates Pty Ltd<Super Fund A/C> 357,115 1.97% M & K Korkidas Pty Ltd<Superannuation A/C> 330,000 1.82% Mr Lawrence John Crowe 300,000 1.65% Mr Daniel Fredrick Conrick 277,739 1.53% Mr Matthew Lemmens 275,000 1.52% Mrs Flora Barbas & Mr John Barbas 250,000 1.38% Ms Beatrice Farnsworth<Ae Farnsworth Practice S/F> 232,143 1.28% Mr Geoffrey Vernon Butcher & Mrs Wendy Anne Butcher<Gv & Wa Butcher Family A/C> 200,000 1.10% Geoffrey Tilse (Medical) Pty Ltd<Super Fund Account> 200,000 1.10%

Total 12,846,873 70.80%

Twenty Largest 31 December 2009 Option Holders (as at 24 September 2008):

31 December 2009 Options

31 December 2009 Option Holders Number Percentage Mr Ian Davies 1,842,798 17.95% Ms Beatrice Farnsworth<Ae Farnsworth Practice S/F> 812,500 7.92% Mrs Xiashan Zheng 506,946 4.94% Ms Metaxia Tsoukatos 500,000 4.87% Northern Mining Limited 401,587 3.91% Mr Geoffrey Charles Le Serve 353,549 3.44% Mrs Danuta Maciejewski 350,000 3.41% Bond Street Custodians Limited<Hxk - V04899 A/C> 312,500 3.04% Fawkes Investment Pty Ltd<Guy Fawkes Share Account> 312,500 3.04% Coopster Pty Ltd<Coopster Family Trust> 281,250 2.74% Mr Lewis Staples 274,064 2.67% Sprite Investments Pty Ltd<Margaret Doyle Super Fund> 234,375 2.28% Mr Daniel Fredrick Conrick 225,345 2.20% National Nominees Limited 223,750 2.18% Mr Geoffrey Vernon Butcher &Mrs Wendy Anne Butcher 210,938 2.05% Hsbc Custody Nominees(Australia) Limited 174,022 1.70% Anz Nominees Limited<Cash Income A/C> 165,783 1.62% Ms Jennifer Arnold Pty Ltd<The Arnold Super Fund> 156,250 1.52% Mr Weifeng Lai<Miss Haiyan Lai A/C> 121,980 1.19% Mrs Cynthia Ann Wright 102,000 0.99%

Total 7,562,137 73.67% Share Buy-Backs There is no current on-market buy-back scheme

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SCHEDULE OF TENEMENTS

Olympia Resources Limited 53 2008 Annual Report

SCHEDULE OF INTERESTS IN TENEMENTS – OLYMPIA RESOURCES LIMITED

Location Tenement Date of Grant Interest

Harts Range EL10150 23/01/2002 100%

Harts Range EL10331 24/01/2002 100%

Harts Range EL10372 23/01/2002 100%

Harts Range EL24360 15/09/2006 100%

Harts Range EL24378 15/09/2006 100%

Harts Range EL24641 15/09/2006 100%

Harts Range EL25098 02/10/2006 100%

Harts Range EL25099 02/10/2006 100%

Harts Range EL9410 28/11/2003 100%

Harts Range EL9851 24/01/2002 100%

Harts Range ML23868 12/08/2005 100%

Harts Range MLSA171 - 100%

Marshall River EL23087 27/01/2005 100%

Marshall River EL23088 27/01/2005 100%

Marshall River EL23089 27/01/2005 100%

Marshall River EL23090 27/01/2005 100%

Busselton E70/2413 11/11/2005 100%

Busselton E70/2414 02/05/2006 100%

Busselton E70/2573 22/03/2005 100%

Busselton E70/2650 29/07/2005 100%

Busselton E70/2976 14/5/2008 100%

Busselton E70/2977 14/5/2008 100%

Busselton E70/2978 14/5/2008 100%

Busselton E70/2979 14/5/2008 100%

Pinjarra E70/2407 06/09/2001 100%

Pinjarra E70/2610 11/11/2005 100%

Pinjarra E70/2651 28/05/2008 100%

Pinjarra EA70/2673 - 100%

Pinjarra EA70/3191 - 100%

Waroona EA70/3154 - 100%

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Olympia Resources Limited 2008 Annual Report

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