for personal use only - asx · million tonnes grading 330ppm u 3o 8 for 16.7 million pounds of...

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table of contents

Cover: Crystalline sphalerite and fine grained galena in the Metallifero Limestone. Gorno, Italy

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 42

STATEMENT OF FINANCIAL POSITION 43

STATEMENT OF CHANGES IN EQUITY 44

STATEMENT OF CASH FLOWS 45

NOTES TO THE FINANICAL STATEMENTS 46

DIRECTORS DECLARATION 75

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ENERGIA MINERALS LIMITED 76

ASX ADDITIONAL INFORMATION 80

CORPORATE DIRECTORY 84

DIRECTORS’ REPORT 20

AUDITOR’S INDEPENDENCE DECLARATION 31

CORPORATE GOVERNANCE STATEMENT 32

CHAIRMAN’S LETTER 3

OPERATIONS REPORT 5

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chairman’s lett er

Image: Emu Creek

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Dear Shareholders,

During the last financial year Energia has continued to progress the development of its key Nyang project and other prospects. Most significantly, additional work located around the Carley Bore uranium deposit located within the broader Nyang Project in Western Australia resulted in an increase in the Inferred Resource to 23 million tonnes grading 330ppm U3O8 for 16.7 million pounds of contained U3O8 (at a cut-off of 150ppm).

Market conditions continue to be extremely difficult for junior resource companies. Access to equity funding has become constrained as risk adverse investors wait on the sidelines for domestic and global confidence to improve. For larger and mid-cap companies there has been an improvement in sentiment with the ASX 300 having increased 16.5% over the 12 months to 30 June 2013. It is important for companies like Energia to be well placed to take advantage of the market turnaround that will inevitably flow to the junior resources sector.

Predicting the timing of a recovery is difficult. However, with the demand for uranium increasing as nuclear reactors currently under construction come online a broad spectrum of analysts are predicting that the spot price will increase from US$34/lb to US$60/lb by December 2015. There is also strong industry support with long term supply contracts being currently settled between US$57 and US$75/lb.

During the year the Company has also advanced its assessment of the Gorno base metals project in Italy, with internal studies and underground site visits indicating great potential for re-establishing operations and the Company is currently in discussions with several potential joint venture partners to further progress its development.

In March 2013, the Company received an unsolicited takeover bid (Offer) from Cauldron Energy Limited (Cauldron) on the basis of 1 Cauldron share for every 8 Energia shares held. This Offer has been extended to 16 November 2013; however, acceptances of only 0.27% have been advised to date. Energia’s three largest

shareholders and Directors holding 53% have advised that they do not currently intend to accept the current Cauldron Offer. The Board has recommended that shareholders reject the Cauldron Offer on the basis that it does not reflect the true value of Energia. An independent expert was engaged to assist in reviewing the Offer and resolved that it was neither fair nor reasonable and determined a preferred value of $0.18 per Energia share. This external assessment of the Company’s value provides some indication of the potential of Energia’s assets.

In response to the difficult market conditions and the uncertainty around the timing of any turnaround in market sentiment for junior explorers, the Board has taken significant steps to reduce cash costs, while continuing to add value to the Company’s assets. This includes Directors taking shares instead of fees for all or part of their remuneration, subject to shareholder and regulatory approval.

We have appreciated the support of existing and new shareholders provided over the last 12 months through participation in the $2.3 million combined placement and rights issue completed in November 2012 and the recently announced $500,000 placement. This recent placement will enable a drill program to be commenced at Carley Bore in October 2013 with the objective of elevating a portion of the resource to indicated status.

Recently, Jetosea Pty Ltd was welcomed as a substantial shareholder following the acquisition of Carbon Energy Ltd’s 16.45% historical stake in Energia.

In concluding, the Company has some very attractive assets and is seeking to add value to be ready for a market turnaround. The rate of progress will depend on the Board’s assessment of the market and investor appetite as it further exploits the potential of these assets.

I would like to acknowledge the efforts of the Company’s management, employees, contractors and stakeholders and thank them all for their efforts and achievements during what has proven to be an interesting yet challenging year. In addition, I would also like to recognise the valuable contribution of Mr Bryn Jones who recently retired as a non-executive director of the Company.

Kind Regards,

Tony Iannello Chairman

19 September 2013

chairman’s lett erenergia minerals limited 2013 annual report

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operations report

Image: Sonic Drilling at Carley Bore 2011

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operations report

OVERVIEWEnergia Minerals Limited (“Energia” or the “Company”) is a minerals exploration and development company, with a key focus on uranium and holding over 4,398km² of highly prospective uranium tenements in Australia and Italy (Figure 1 and Figure 2).

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OVERVIEWThe Company has continued to evaluate and advance its flagship project, the Carley Bore uranium deposit located within the broader Nyang Project in Western Australia.

Following a resource upgrade in February 2013, the Inferred Resource for Carley Bore, reported in accordance with the JORC Code (2004), now stands at 23 million tonnes grading 330ppm U3O8 for 16.7 million pounds of contained U3O8 (at a cut-off of 150ppm), making it Western Australia’s fourth largest sandstone-hosted, palaeochannel-controlled roll-front uranium deposit, potentially amenable to In Situ Recovery (ISR) mining.

The broader Nyang Project area has an Exploration Target1 of an additional 15-25 million pounds @ 300-500ppm U3O8.

In Italy, Energia continues to pursue the early development of its Zn-Pb-Ag deposit at Gorno and the grant of the two exploration applications for uranium at Val Vedello

and Novazza in the Lombardy region of Italy. Gorno has an Exploration Target1 of 15 million tonnes at 5-6% zinc plus lead. Val Vedello and Novazza are both partially developed mines from the 1980’s that were never stoped; and have Exploration Targets1 of 15-30 million pounds @ 1,000ppm – 2,000ppm U3O8 (Val Vedello) and 2-3 million pounds @ 1,000ppm – 2,000ppm U3O8 (Novazza). Historical data for Val Vedello is currently being compiled to provide an understanding of the extensive underground development and historical drilling.

The Company’s other projects include two recently granted tenements in Western Australian one in the highly prospective Paterson Province and another in the Gascoyne Province, two tenements in the Westmoreland region of Queensland, two tenements in the Gawler region of South Australia, two tenements in the Frome Basin, and four tenement applications in the Northern Territory.

Figure 1: Location of Energia Minerals Australian Project areas showing the principal known Australian uranium deposits.

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NyaNg PROjEct, WEstERN austRalIaIntroductionThe Nyang Project (including the Carley Bore deposit) is Energia’s flagship project. It is comprised of four granted tenements covering some 1,143km2; located along the highly prospective eastern margin of the Carnarvon Basin of Western Australia (Figure 3).

The Carnarvon Basin is an emerging uranium province that contains numerous prospects including Paladin’s 24Mlb Manyingee deposit. It is the largest resource in a region (Figure 3) that contains a total mineral inventory of 56.4 Mlb of U3O8.

All of these Carnarvon Basin deposits appear to be similar redox-controlled, “roll-front” uranium deposits developed in Cretaceous sandstones. This style of deposit is potentially amenable to ISR mining, a technique with low environmental impact that accounts for some 45% of current world uranium production and which has been employed for more than 40 years in the USA and Kazakstan and more recently in South Australia at Beverly and Honeymoon. The Carley Bore deposit (Figure 5), extends over a strike length of some 6.5km. The modelled mineralised zones average 4m thick, range from 100m to 1000m wide, and extend 700m to 4,100m along strike. The average depth to the top of mineralisation is 56m, ranging in depth from 35 to 110m across the deposit.

The Inferred Mineral Resource for Carley Bore, reported in accordance with the JORC Code (2004), was independently estimated by consultants Coffey Mining Pty Ltd in February 2013. This was the fourth resource statement for the Carley Bore deposit in less than three years, confirming it as one of Australia’s most promising new uranium discoveries – ranking as WA’s fourth largest sandstone hosted roll-front uranium deposit.

The Carley Bore Inferred Resource at various cut-offs is summarised in Table 1. Using a 150ppm cut-off the Inferred Mineral Resource is 23 million tonnes grading 330ppm U3O8 for 16.7 million pounds of contained

U3O8 (Table 1). In addition to the Carley Bore Inferred Mineral Resource estimate, Energia has also established an Exploration Target1 of 15-25 Mlbs of U3O8 at a grade of between 300 and 500 ppm U3O8 for the greater Nyang project area. This is based on the inferred presence of more than 85 strike kilometres of gravity-defined prospective palaeochannel sands, most of which have never been extensively drilled except for the 5.5km zone that has been systematically tested around Carley Bore itself (Figure 4).

During the past year technical studies have been undertaken to further “de-risk” the project by demonstrating the feasibility of employing ISR extraction in any eventual mining operation at the Carley Bore deposit. The platform for these studies was a scoping study completed in May 2013 which highlighted the benefits of high grading initial extraction and further identified risks and technical milestones to be achieved to further advance the project.

carley Bore technical studiesCoffey Mining was commissioned to complete a Scoping Study to identify a clear development pathway for the project based on ISR of uranium from the current mineral resource at Carley Bore. The Scoping Study was completed in mid-May 2013 and future studies will incorporate a higher grade “starter” operation from Zone 6 followed by higher assumed average grade areas within the larger Zone 1 (see Figure 5) which has the potential to provide higher cash flows in the early years of the project.

Zone 6 or ‘Bull Run’, which contains 3.3Mt grading 490ppm U3O8 (Ordinary Kriged Estimate at a 150ppm cut-off), is a flat lying blanket of mineralisation averaging three to four metres in thickness and lying between 50 and 60 metres from the surface at the base of the Birdrong Sandstone.

Table 1: Carley Bore Deposit Current Inferred Mineral Resource.

Carley Bore Deposit, Nyang Uranium Project, Western Australia

Inferred Mineral Resource (25th February 2013)OK Estimate - Reported at Various Lower Cut-Offs Using a Density of 1.73t/m3

(Preferred Cut-off – 150ppm U3O8) Block Size of 50mX by 50mY by 5mZ

Lower Cut-Off U3O8 (ppm)

Tonnage (Mt)

Grade U3O8 (ppm)

Contained Metal t U3O8

Contained Metal Mlb U3O8

100 24 320 7,700 17.0150 23 330 7,600 16.7200 19 360 6,900 15.3250 15 400 5900 13.0300 11 440 4,800 10.6

NOTE: Figures have been rounded.

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The scoping study identified that Carley Bore has advantages over many other ISR uranium deposits in that the majority of the uranium bearing sands lie only 60 metres from surface, it has low acid consumption and the mineralised intervals are wide, with recent intersections of up to 10 metres at 545ppm U3O8. Notably, the Carley Bore deposit is located only 8 kilometres to the west of the Dampier to Bunbury pipeline which should provide substantial operating cost advantages for the project.

In addition to this the Company has been actively engaging leading technical experts to aid in the progression and development of the project. Current studies underway and in planning include, hydrogeological, metallurgical, and petrology assessments. These studies are aimed at increasing the technical knowledge at Carley Bore, increasing Energia’s technical capabilities, and de-risking the project.

Planning of a modified air core drilling program anticipated to commence in October 2013 is aimed at elevating approximately 30% of the currently identified Inferred Mineral Resource to Indicated status and to quantify the dilutionary impact of one metre sample intervals used with air core drilling when compared with more conventional gamma logging. It is likely that the grade of the current Carley Bore resource is potentially understated as a result of this dilution (particularly in thinner areas of the ore body such as Zone 6 and Zone 3).

carley Bore Drilling ResultsDuring the December Quarter, a successful 9,648 metre air core drilling program was completed by Challenge Drilling. This program was primarily designed to expand the current Inferred Mineral Resource. Significant results are detailed in Table 2.

Several extensions to the mineralisation were defined during this drilling program (Resource outlines shown in Figure 5):

• A southerly extension on the western side of Zone 1 with intersections of up to 10 metres grading 545ppm U3O8

• A large flat lying blanket of uranium enrichment to the east (Zone 3), generally one to three metres in thickness but containing wider intercepts of up to 8 metres. It contains a very high grade intercept of 4 metres grading 1,353ppm U3O8 which has the potential to develop into a “roll front.”

• A northern extension to Zone 1 which is consistently 5 metres in thickness and contains intercepts of up to 5 metres grading 574ppm U3O8. This northern extension is of particular significance in that it appears to be strengthening on the most northerly line drilled and there has been no drilling for approximately 3 kilometres to the north.

Figure 3: Location of Nyang project and Carley Bore deposit in relation to other deposits in the Carnarvon Basin.

Figure 4: Nyang Project showing location of Carley Bore Inferred Resource, drill hole collars and palaeochannels interpreted from gravity surveys.

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Table 2: Significant U3O8 intersections from geochemical assaying of the 2012 air core drilling, Carley Bore Deposit Nyang project.

Hole No Easting MGA Z50

Northing MGA Z50

Total Depth (metres)

Top of Intercept (metres)

Thickness of Intercept

(metres)

Final Wet Chemical

(ppm U3O8 )

GT (m% U3O8 )

LYAC0313 296404 739899854 34 1 136 0.01 47 3 191 0.06

LYAC0315 296729 739868751 36 2 644 0.13 44 3 371 0.11

LYAC0317 296606 7398699 52 40 3 226 0.07LYAC0318 296405 7398694 62 43 8 215 0.17LYAC0319 296320 7398699 56 41 3 298 0.09LYAC0322 296606 7397706 58 54 4 253 0.10LYAC0323 296604 7397250 55 52 1 260 0.03LYAC0330 295396 7400887 77 49 5 285 0.14LYAC0337 295498 7400897 69 43 1 112 0.01LYAC0342 295507 7401092 75 47 1 212 0.02

LYAC0343 295306 740109485 41 1 139 0.01

54 5 574 0.29LYAC0349 296820 7398700 60 52 2 282 0.06LYAC0350 297032 7398502 53 49 1 158 0.02LYAC0351 296822 7398504 56 51 1 608 0.06LYAC0352 296494 7398201 57 45 2 205 0.04LYAC0355 295301 7401306 73 44 5 113 0.06LYAC0372 295400 7401309 77 45 5 450 0.23LYAC0375 295099 7398497 109 93 7 227 0.16LYAC0379 295000 7398511 86 62 10 545 0.55LYAC0389 295310 7398002 118 110 8 145 0.12LYAC0394 295008 7398713 66 60 3 144 0.04LYAC0395 295102 7398701 95 80 1 311 0.03LYAC0397 295311 7398694 92 73 3 121 0.04LYAC0398 295406 7398705 89 73 8 145 0.12

LYAC0399 295486 739869975 57 1 130 0.01

66 9 422 0.38LYAC0400 295399 7398198 107 89 1 785 0.08LYAC0401 295303 7398195 119 109 1 124 0.01LYAC0403 295515 7397990 90 80 5 269 0.13LYAC0404 295505 7397691 95 86 6 198 0.12LYAC0405 295600 7397700 80 67 2 116 0.02LYAC0409 296709 7398217 56 42 1 144 0.01LYAC0411 296603 7398200 57 51 1 172 0.02

LYAC0412 296425 739819558 49 1 499 0.05

52 2 121 0.02LYAC0413 296319 7398210 58 54 1 490 0.05LYAC0419 296514 7397714 63 53 4 1,353 0.54

NOTE: All holes are vertical. Intersections calculated using length-weighted accumulation and incorporating a minimum 1m down-hole thickness, 100 ppm U3O8 cut-off and maximum 1m internal dilution. Geochemical analysis by Bureau Veritas Laboratory of Perth by ICP-MS after total sample pulverization and 4-acid digestion. Samples derived from air core chips. Maximum sampling length of 1m. GT = Length-weighted accumulation = Average grade in % times length in metres.

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Nyang Project ExplorationThe Nyang leases E08/1644, E08/1645, and E08/1646 required a partial relinquishment on the 22nd of December 2012. In total 65 non prospective blocks were selected and relinquished, resulting in a reduction of 207 km2 in the area of the project.

Regional drilling was completed in November 2012 along approximately 5-10km spaced lines. No mineralisation was directly detected by the regional exploration drilling campaign. However, information on oxidation and reduction fronts, stratigraphy, and geochemical data been compiled to refine targeting for further drilling programs.

Figure 5: Carley Bore Prospect, Nyang Project, showing outline of February 2013 Inferred Resource estimate and significant uranium intersections as GT in metre%.

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OtHER Wa PROjEctstable top ProjectExploration Licence E45/2886 was granted on the 15th July 2013. The tenement covers an area of approximately 194km2 in the Paterson Province of central northern Western Australia, located approximately 15km northwest of the world-class Kintyre deposit (62Mlb U3O8) (Figure 1).

Exploration interest in this region has increased significantly after Encounter Resources Ltd (ASX: ENR) reported further high-grade copper intercepts on its tenements, and announced a farm in agreement with Antofagasta.

The Company’s licence is predominantly underlain by the Coolbro Sandstone, the basal unit of the Yeneena Basin which hosts the large Telfer copper-gold deposit and the Nifty copper deposit. The basement rocks that host Kintyre presumably continue northward into the tenement as well, but their depth in this area is unknown.

Current works include the compilation of historical data and desktop reviews of this and other open file data. Previous on ground works have identified various geochemistry anomalies that have never been drill tested. Energia has interpreted the results of a Geoscience Australia regional airborne electromagnetic survey to reveal a number of deep conductive targets in proximity to the regionally extensive Kintyre Fault. These conductors could reflect mineralisation within the sandstone or the basement and will be evaluated and tested in 2014.

Duncan PoolExploration Licence E09/1966 was granted on the 1st July 2013. The tenement is located approximately 270km east/northeast of Carnarvon and covers an area of 324km2. The licence is within the Gascoyne Province. Noted occurrences of Barite, Copper, Lead, Zinc, Silver, Tungsten, Gold and Uranium are located within the lease. Current works include compilation and review of historical data.

sOutH austRalIaN PROjEctsgawler ProjectIn July 2012 Energia commenced drilling of two IOCG targets generated by geophysical interpretation on two of the prospects (Blyth Creek, and Lake Eyre). The drilling program aimed to recover diamond core from the basement rocks underneath the sediments of the Great Artesian Basin and was successfully completed in September 2012.

One hole, BC4DD001, was completed at the BC4 anomaly on the Blyth Creek prospect. The hole was drilled to a total depth of 144.3 metres. Basement was intersected at 92 metres and was comprised of foliated non-magnetic meta-dolerite together with finer grained

strongly sheared amphibolite of similar composition. Weak sericite alteration was noted in the core.

The other hole, LE4DD001, was completed at the LE4 anomaly on the Lake Eyre prospect. The hole was drilled to a total depth of 582.1 metres. Basement was intersected at 494m and was comprised of an unaltered, foliated, and fractured metasediment composed of quartz, albite, phlogopite and magnesite.

Assay results indicated no significant geochemical anomalies or mineralisation in either the overlying sediments or from the basement rocks.

Following this rehabilitation of drill sites and access tracks was completed. PACE co-funding of $60,000 for the BC4DD001 hole was received in May 2013.

After an extensive review of results Energia’s Gawler Craton project was reduced to two tenements, with the Lake Eyre tenements (EL3650, EL3957, EL4958 and EL4894) being relinquished. The Blythe Creek tenement (EL5112) and Hidden Swamp (EL5111) tenements have been retained, with a combined project area now totalling 513km2.

Energia has recently signed a Deed of Access to the Woomera Prohibited Area which will enable on ground works to commence at Hidden Swamp.

Frome ProjectThe Frome Project comprises two contiguous tenements (EL4848 and EL5239), with a current aggregate area of 204km2, located immediately south-east of Lake Frome in north-eastern South Australia. It lies over the covered northern margin of the Curnamona Craton where this basement is covered by younger sediments of the Great Artesian Basin.

This region, known as the Frome Embayment, is an area of intense current exploration focus because the Tertiary and younger sediments of the Great Artesian Basin host several major sandstone-hosted roll front type uranium deposits (Honeymoon, Beverly and Four Mile) as well as numerous occurrences and prospects.

On the basis of reconnaissance drilling by previous explorers, the major Billeroo palaeochannel is interpreted to trend into the tenements from the south. Known uranium mineralisation occurs within this channel at Gould’s Dam, some 35km to the south of the Project.

A review of geophysical and geological data undertaken during the year has identified six targets which have not been tested with historical drilling. Further works and data compilation are under way to prioritise these targets, with plans to use further geophysical surveys to better define channel location and targets within the channel.

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QuEENslaND PROjEctsEnergia’s Westmoreland Project comprises two adjoining permits covering a total area of 565km2 and is located in far north-western Queensland, some 50km east of the Northern Territory border (Figure 6).

This Project straddles the contact between the Palaeoproterozoic Murphy Inlier and the Early Mesoproterozoic Westmoreland Conglomerate (basal unit of the McArthur Basin) in an area where both are concealed by recent flood plain sediments. It lies to the east of the substantial Westmoreland uranium deposits owned by Laramide Resources Limited (published Indicated and Inferred resource estimate of 52 Mlb U3O8). A recent release by Laramide highlights the potential of the region with high grade gold mineralisation being reported at its Huarabagoo deposits.

These permits were both granted on the 15th October 2012 for a period of 5 years. Energia is encouraged that the recent election of the Liberal-National Party to Government in Queensland may result in a more favourable climate for uranium exploration and mining in that State.

Works on the project to date have involved compilation of historical data and technical reviews of this data.

NORtHERN tERRItORy PROjEctsEnergia has four applications for Exploration Licences in widely separate areas of the Northern Territory (NT). Two (McArthur EL25272 and Westmoreland West EL25269) fall into the area administered by the Northern Land Council and are covered by consent to negotiate provisions. The southern two applications (Ngalia EL25264 and Amadeus EL25267) lie in Central Land Council area and were placed under moratorium until 30 April 2013 and 30 October 2012 respectively. These licences were recently released from moratorium and negotiations under the Aboriginal Land Rights (Northern Territory) Act 1976 (ALRA) process are underway. No work has occurred in the Northern Territory because all of the tenements are still under application.

Figure 6: Westmoreland Project Queensland: Energia Tenements

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ItalIaN PROjEcts, lOMBaRDIa REgION, NORtHERN ItalyOverviewItaly has highly prospective geology, numerous mineral occurrences, a long history of mining extending back at least to the Roman period, well-established mining laws, a well-educated workforce, good infrastructure and proximity to European markets. There is an increasing recognition that Italy must develop new sources of industry and prosperity due to the Eurozone crisis. Hence Energia regards it as a favourable and emerging location for developing new exploration and mining opportunities.

The Company has continued to build on its Italian connections and experience during the year. A wholly-owned Italian subsidiary company Energia Minerals (Italia) S.r.l operates these licences to facilitate exploration and development in Italy.

Base MetalsEnergia has seven granted base metal Exploration Licences in the Lombardia region of northern Italy, five at Gorno, and two at Val Camonica which have recently been renewed. In addition to this, five additional Licences are in application at Gorno (Figure 7).

The granted Gorno base metal licences cover numerous old mines that were exploited up until the early 1980’s by the Italian State-controlled company Samim. The licence areas are located some 60km northeast of Milano in the Bergamo province of the Lombardia Region, within the Southern Italian Alps. The area is mountainous but has excellent access by sealed major roads.

The Gorno mining district contains more than 230km of underground workings and is reported to have produced more than 800,000 tonnes of Zn from ore averaging around 5-6% combined Zn+Pb. These were zinc-dominant Mississippi Valley Type (MVT) or Alpine Type (APT) deposits that were hosted in mid-Triassic sediments and form part of an extensive series of similar deposits extending into adjacent European countries.

The Gorno mines closed in 1985 – apparently still with significant declared “ore in sight” within the underground workings – but have been dormant since then. However, of greatest interest to Energia is the reported discovery during the last few years of mining of an underlying “lower plate” mineral system which has not previously been mined.

Field visits during the year indicate strong local support for Energia’s plans as well as providing key information on the location of mineralization in the underground workings. It has been confirmed that the former owners (Samim) had established substantial infrastructure to mine the potentially much larger “Lower Plate” mineralised

zone, located 400 metres vertically below the upper zone workings. This lower zone mineralization can be accessed via a 12 kilometre long sub-horizontal adit from the southern part of the mining field.

Figure 7: Location of Energia Minerals projects in Lombardia Province, Northern Italy.

Figure 2: Location of Energia Minerals Italian Project areas.

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Figure 8: Gorno zinc-lead project, Italy showing old underground workings and sites for underground diamond drilling.

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Samim had completed a 380 metre vertical ventilation shaft (2.8 metre raise-bore) between the two mineralised zones and initial inspection has confirmed that the underground infrastructure appears to be generally in good condition but some rehabilitation will be required before proceeding with underground exploration.

Energia’s proposed exploration program at Gorno envisages restoring access to the extensive underground workings initially within the upper levels of the mine which were closed by the former owners Samim in 1985, notwithstanding the fact that there was significant “ore-in-sight” remaining at the time. Local underground mining contractor, Fondamenta Costruzioni Generali S.r.l (Fondamenta), has estimated the cost of restoring access to be €2.17million for the upper level (940 RL) which includes 200 metres of new level development and 6,500 metres of underground diamond drilling and €3.69million for the lower level (600 RL). Energia considers that Gorno could be progressed in two stages. The first stage being to drill out sufficient resources up dip, down dip and along strike of the “ore in sight” from the upper level (see Figure 8) to justify development, followed by re-establishment of access to the lower level to drill out the potentially much larger “lower plate” mineralisation. During a site visit, diamond drill hole 62, a horizontal hole drilled to the north-north-west from the western extremity of the 990 metre level by Samim during the 1980’s, reportedly intersecting 16 metres grading 8.5% zinc and 2.2% lead from 30-46 metres was located and provides a very attractive exploration target as there is no other drilling in the vicinity. An overall Exploration Target1 of 10-15 million tonnes grading 5–6% Zn+Pb has been established for the Gorno Project.

Gorno potentially represents a significant low-cost development opportunity for Energia in the base metals space. It has the potential to produce high quality, coarse grained concentrates to supply a number of European smelters which are anticipated to be short of feedstock going into the 2014-2015 period. The presence of extensive existing underground mine infrastructure combined with the exploration target size, and the extent of the developed mineralisation makes this a very attractive project within the Energia portfolio.

Energia also has two further granted licences for base metals at Val Camonica situated some 15 kilometres east of Gorno. These cover reported base metal occurrences occurring within more than 4 strike kilometres of exposed dolomite which has been correlated to the main host to mineralisation at Gorno by recent detailed mapping by the Lombardia Geological Survey. The Italian company Rimin carried out trench sampling in the 1980’s at Val Camonica.

uraniumEnergia’s two uranium applications at Val Vedello and Novazza (Figure 7) in the Lombardia region of the Italian Alps both cover previously identified significant uranium mineralisation with substantial underground development but no recorded ore mining.

Both deposits were discovered and evaluated by the leading Italian government-owned company AGIP SpA (now ENI SpA) in the period 1959-1982. They are volcanogenic or vein-hosted uranium-polymetallic mineralisation that is hosted in lower Permian volcanics and volcanogenic sediments which originally developed in fault-bounded extensional basins over metamorphic basement.

Val Vedello will be the priority target for development as soon as the exploration licence is granted. It is located at around 2,000m above sea level to the south of Sondrio and is more remote. Compilation of historical data has revealed that over 11km of underground development has been completed with a further 65,000m of diamond drilling being carried out by AGIP Nucleare from these adits. The mineralisation comprises the uranium oxide pitchblende associated with minor base metal sulphides (predominantly sphalerite). Studies of historical data and consultation with personnel who worked on the project whilst managed by AGIP have allowed an Exploration Target1 of 15-30million pounds @ 1,000ppm – 2,000ppm U3O8 to be established.

Novazza is situated on a forested hill slope at about 1000m altitude. The well-preserved underground workings exceed 6km in total length and more than 100 underground diamond drill holes were reportedly drilled to scope out the extent of mineralization. Based on a review of published summary information an Exploration Target1 of 2.5-3.0Mlb @ 1000-2000 ppm U3O8 has been established.

The outcome of the June 2011 Italian referendum removed for the foreseeable future any likelihood for Italian nuclear power generation. However, this should not preclude the successful exploration and development of uranium projects ‒ this is well demonstrated by the situation in Australia (a leading world supplier of uranium in spite of laws currently prohibiting domestic nuclear power production).

Energia’s northern Italy uranium applications are located near to potential markets for uranium within Europe as well as export facilities for the global market. It continues to be the Company’s understanding that the there is no legal impediment to the authorisation process for the granting of the uranium Exploration Licence applications in Italy and the Company will continue to seek this. It is likely that a local presence and substantive progress at the Gorno base metal project may assist the grant of the licences.

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cOMPEtENt PERsON statEMENtInformation in this Annual Report that relates to Exploration Results and Exploration Targets is based on information prepared by Mr Kim Robinson who is a Member of the Australian Institute of Geoscientists and a full-time employee of Energia Minerals Limited. Mr Robinson has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activities being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Robinson consents to the inclusion in this release of the matters based on his information in the form and context in which it appears.

The 25th February 2013 update for the Inferred Mineral Resource at Carley Bore is based on information compiled by Mr David Andreazza, who is a full time employee of Energia Minerals Limited; and Ms Ellen Maidens, who is employed by Coffey Mining Limited. Mr Andreazza is the Competent Person responsible for the drilling assay database, QA/QC validation and density measurements. Ms Maidens is the Competent Person responsible for the resource estimation and classification. Ms Maidens and Mr Andreazza are both Members the Australian Institute of Geoscientists. Both Mr Andreazza and Ms Maidens have sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activities being undertaken to qualify as Competent Persons as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Both Mr Andreazza and Ms Maidens consent to the inclusion in this Annual Report of the matters based on their information in the form and context as it appears.

1 Exploration Target Cautionary Statement: An Exploration Target is conceptual in nature and has yet to be fully drill tested. There has been insufficient exploration (ie. close-spaced drilling) to define a JORC compliant mineral resource within the Exploration Target and it is uncertain if future exploration will result in the determination of further mineral resources within it.

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Image: Gorno, Italy Main Portal

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Image: Air core drilling Nyang 2013

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DIRECTORS’ REPORT 20

AUDITOR’S INDEPENDENCE DECLARATION 31

CORPORATE GOVERNANCE STATEMENT 32

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Directors’ ReportThe directors submit their report for Energia Minerals Limited and its controlled entities, (“Energia” or

“the Group”) for the year ended 30 June 2013.

DIREctORsThe names and details of the Group’s directors in office during the financial year and until the date of this report are as follows. The directors were in office for the entire period unless otherwise stated.

Names, qualifications, experience and special responsibilities

Mr Antonino (Tony) M Iannello ChAIrMAn (appointed 3 March 2010)BCom, FCPA, SFFin, FAICD

Mr Iannello is a highly experienced company director with more than 35 years’ experience in the banking, finance and energy sectors. Mr Iannello is a former Managing Director and Chief Executive Officer of Western Power Corporation (the Western Australian power utility) and has had a distinguished career in banking.

Mr Iannello is a graduate of the Harvard Business School Advanced Management Program.

Mr Iannello currently chairs the boards of HBF Health Fund, MG Kailis Group and Intium Energy Ltd and is also a Director of SP Ausnet, a major ASX listed energy network company based in Melbourne, and the Brisbane based retailer/generator ERM Power Ltd.

Mr Iannello is the chairman of the Remuneration Committee and Nomination Committee.

During the past three years Mr Iannello has served as a director of the following listed companies:

• Aviva Corporation Ltd - appointed 27 February 2008 and resigned 17 November 2010;

• SP Ausnet Group of companies* (SP Australian Networks (Distribution) Ltd, SP Australian Networks (Transmission) Ltd and SP Australian Networks (RE) Ltd) – appointed 6 June 2006, and

• ERM Power Ltd* - appointed 19 July 2010.* denotes current directorship

Mr Kim robinson MAnAgIng DIreCTor (appointed 30 April 2012)

Mr Robinson has over 35 years’ experience in mineral exploration and mining having graduated from the University of Western Australia in 1973 with a degree in Geology.

His experience is extensive including 10 years as Executive Chairman of Forrestania Gold NL. During his time at Forrestania, Mr Robinson played a key role in the discovery and development of the Bounty Gold Mine, the development of the Mt McClure Gold Mine and the discovery of the Maggie Hays and Emily Ann nickel sulphide deposits. Mr Robinson was also a Non-Executive Director of Jubilee Mines NL in the period leading up to the discovery and development of the Cosmos Nickel Mine.

Mr Robinson was a founding Director of Kagara Ltd (subject to Deed of Company Arrangement) where he held the position of Executive Chairman for a period of 12 years until February 2011. During this time he oversaw the development of Kagara’s North Queensland base metal operations, the listing of Mungana Goldmines Ltd on the ASX and the acquisition and development of the high grade Lounge Lizard nickel deposit in Western Australia. He remains a Non-Executive Director of Kagara Ltd (subject to Deed of Company Arrangement) and Apex Minerals NL (Receivers and Managers Appointed) (Administrators Appointed).

During the past three years Mr Robinson has also served as a director of the following listed companies:

• Carbon Energy Ltd - appointed September 1992 and resigned 30 June 2012;

• Kagara Ltd (Subject to Deed of Company Arrangement)* - appointed September 1992; and

• Apex Minerals Ltd (Receivers and Managers Appointed) (Administrators Appointed)* - appointed April 2006.

* denotes current directorship

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Mr Ian W Walker non exeCuTIve DIreCTor (appointed 13 May 1997)BSc Hons (Geology)

Mr Walker is a geologist with over 35 years’ experience in multi-commodity exploration within Australia and overseas, having graduated from the University of Western Australia in 1974 with an Honours degree in Geology. Mr Walker is a Member of the Australian Institute of Geoscientists.

During the past three years Mr Walker has also served as a director of the following listed companies:

• Carbon Energy Ltd - appointed September 1992 and resigned 31 December 2010.

Mr Max D J Cozijn non exeCuTIve DIreCTor (appointed 13 May 1997)BCom, CPA, MAICD

Mr Cozijn has a Bachelor of Commerce Degree from the University of Western Australia having graduated in 1972, is a member of CPA Australia and is a member of the Australian Institute of Company Directors. He has over 30 years’ experience in the administration of listed mining and industrial companies, as well as various private operating companies.

Mr Cozijn is the chairman of the Audit Committee.

During the past three years Mr Cozijn has also served as a director of the following listed companies:

• Carbon Energy Ltd* - appointed September 1992;

• Oilex Ltd* - appointed September 1997;

• Malagasy Minerals Limited - appointed September 2006, resigned 8 August 2013, and

• Magma Metals Ltd - appointed June 2005 and resigned 26 June 2012.


Dr Leigh F Bettenay exeCuTIve DIreCTor – expLorATIon AnD DeveLopMenT (appointed 2 March 2011, resigned 5 December 2012)BSc (Hons), PhD, RPGeo, FAIG, FSEG, MAAG

Dr Bettenay held the position of Executive Director of the Group until his resignation on 5 December 2012. Dr Bettenay is a Fellow of the Australian Institute of Geoscientists (AIG) and a Registered Professional Geoscientist of the AIG.

During the past three years Dr Bettenay has not served as a director of any other listed company.

Mr Bryn L Jones non-exeCuTIve DIreCTor(appointed 2 November 2012, resigned 30 August 2013)BAppSc, MMinEng, FAusIMM

Mr Jones holds degrees in Industrial Chemistry and Mining Engineering. He has extensive experience in the uranium industry, particularly in the development and operation of In-Situ Recovery (ISR) mines gained during his time at Heathgate Resources, the operator of the Beverley Uranium Mine. Mr Jones has also worked for Worley Parsons on the Olympic Dam Expansion Project and consulted on various ISR operations around the world.

During the past three years Mr Jones has also served as a director of the following listed companies:

• Uranium Equities Ltd* - appointed 17 September 2009.


Interests in the shares and Options of the company and Related Bodies corporateAs at the date of this report, the interests of the directors in the shares and options of Energia were:

Number of Ordinary Shares Number of Options Over Ordinary Shares

Direct Indirect Direct Indirect

A.M. Iannello - 1,052,857 750,000 -K. Robinson 1,030,000 4,923,109 - 12,000,000I.W. Walker 289,800 282,800 - 3,000,000M.D.J. Cozijn 14,000 546,000 - 3,000,000B.L. Jones (i) - - - -

(i) Mr Jones is the Managing Director of Uranium Equities Ltd, an ASX listed company that holds 37,280,714 ordinary shares of Energia.

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cOMPaNy sEcREtaRyJamie M Armes(appointed 3 March 2010)BBus, CA

Mr Armes joined Energia in February 2010. Mr Armes is a Chartered Accountant with a Bachelor of Business from the University of Tasmania. He has experience within the accounting profession including taxation and audit as well as acting as company secretary for a number of listed companies.

PRINcIPal actIVItIEsThe principal activity of the entities within the consolidated entity during the year was the exploration of a suite of tenements located throughout Australia and Italy.

REVIEW OF OPERatIONsOperating Review, Business strategy and ProspectsThe consolidated entity’s operations, business strategies and prospects are discussed in detail in the Operations Report attached to this Directors’ Report on page 5.

Operating Results for the yearThe consolidated net loss of the Group for the year ended 30 June 2013 was $3,423,463 after tax (2012: $4,973,977). Revenues for the year ended 30 June 2013 were $95,707 (2012: $223,438) mainly due to interest received from cash on deposit and were lower than previous years due to lower interest rates and less funds on deposit.

The loss for the year was predominately associated with exploration expenditure of $2,600,865 (2012: $3,172,956). This expenditure incorporated the significant drill programs undertaken on the Nyang project located in Western Australia and the Gawler Graton projects located in South Australia. The net loss for the period also includes a write-off of exploration assets to the amount of $412,518 (2012: $886,490). The write-off was due to the surrender of the majority of the Gawler Craton Projects following drill testing.

During the year ended 30 June 2013, the Company was successful in obtaining a $60,000 (2012: nil) government grant from the South Australian Government to assist with the Gawler Craton drill program. In addition, a Research and Development Incentive from the Australian Federal Government of $545,561 (2012: $55,459) was received in relation to the technical studies previously undertaken on the Nyang Project.

capital structureAs at the date of this report the Group had 176,295,008 (2012: 109,500,005) fully paid ordinary shares on issue and 32,150,000 (2012: 20,150,000) options over ordinary shares.

During the reporting period, Energia completed a $2.3 million capital raising (before costs) to underpin the ongoing exploration and development of its flagship Nyang Uranium Project in Western Australia. Through the capital raising Uranium Equities Ltd (“Uranium Equities” ASX: UEQ) was secured as a cornerstone investor.

The capital raising comprised of:

• A 15% share placement of 16,425,000 ordinary shares to Uranium Equities at $0.035 per share to raise a total of $574,875 million;

• A fully underwritten non-renounceable entitlement offer to subscribe for two (2) fully paid ordinary shares for every five (5) ordinary shares providing eligible shareholders the opportunity to subscribe for shares at $0.035 per share to raising a further $1,762,950.

unlisted OptionsOn 29 November 2012, shareholders approved the grant of 12,000,000 unlisted options to Mr Robinson, Managing Director, under the 2011 Employee Incentive Plan.

Additional details regarding the options granted during the period and the terms of options on issue are provided in Note 18 of the consolidated financial statements.

cash on HandCash on hand at 30 June 2013 was $1,586,368 (2012: $2,147,777)

going concernThe consolidated financial statements have been prepared on a going concern basis which contemplates that the Group will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The ability of the Group to execute current planned or minimal exploration activities requires the Group to raise additional capital within the next 12 months. Accordingly, the Group is in the process of investigating various options for the raising of additional funds which may include but is not limited to the implementation of strategic joint ventures, sale of existing assets and access to equity markets. Additional information regarding this uncertainty is provided in Note 2 of the consolidated financial statements.

cauldron Energy takeover OfferOn 18 March 2013, Cauldron Energy Limited (“Cauldron”) (ASX: CXU) announced an unsolicited conditional takeover offer to acquire all the shares in Energia Minerals Limited (“Energia” or the “Company”) under which Cauldron will offer Energia shareholders 1 Cauldron share for every 8 Energia shares held (“Cauldron Offer”)

The Directors of Energia have also unanimously recommended that shareholders reject the offer.

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This Offer has been extended to 16 November 2013; however, acceptances of only 0.27% have been advised to date. Energia’s three largest shareholders and Directors holding 53% have advised that they do not currently intend to accept the current Cauldron Offer.

Bid defence costs incurred during the year ended 30 June 2013 were $131,623.

significant changes in the state of affairsThere have been no significant changes in the state of affairs of the Company other than those detailed elsewhere in this Review of Operations.

significant Events after the Balance DateExtension of closing date for takeover offer for Energia by Cauldron Energy LtdOn 26 July 2013, Cauldron Energy Ltd announced that it had extended the takeover offer period to 16 November 2013.

Funding secured by placementOn 28 August 2013, it was announced that the Group had received firm commitments to raise $500,000 through a share placement comprising 25 million fully paid ordinary shares at an issue price of $0.02 per share. The placement is subject to shareholder approval that will be sought at a general meeting of Energia’s shareholders on 4 October 2013.

Resignation of non-executive directorOn 30 August 2013, Mr Bryn Jones resigned as a non-executive director of the Company.

Cost cutting measuresOn 2 September 2013, it was announced that the Company was initiating a program to reduce cash costs by around $350,000 on an annualised basis. Included in these initiatives was the proposal that subject to shareholder and regulatory approval, three directors, Mr Kim Robinson, Managing Director, Mr Ian Walker, Non-Executive Director and Mr Max Cozijn, Non-Executive Director have offered to accept shares in Energia in lieu of 20% of their remuneration. Mr Tony Iannello, the Chairman, has offered to accept Energia shares in lieu of his entire remuneration.

Apart from the above, there has not been any significant event that has occurred after balance date that has not been brought to account in the 30 June 2013 Annual Report.

likely Developments and Expected ResultFor the year ended 30 June 2014 the Group will continue to undertake mineral exploration to advance the status of its projects.

Environmental Regulation and PerformanceThe consolidated entity holds exploration tenements issued by the relevant regulatory authorities in which the

Group operates, being the various states of Australia and Italy. The conditions attaching to these tenements and/or the relevant legislation in those jurisdictions impose obligations on the Group in relation to the environmental management of its operations on the tenements. There have been no known breaches of the consolidated entity’s environmental obligations to which it is subject.

sHaRE OPtIONsunissued shares - OptionsAs at the date of this report, there were 32,150,000 unissued ordinary shares under option. Refer to Note 18 of the financial statements for further details of the options outstanding.

Option holders do not have any right, by virtue of the option, to participate in any issue of shares by the Group or any related body corporate.

shares Issued as a Result of the Exercise of OptionsDuring and since the end of the financial year no ordinary shares were issued as the result of the exercise of options.

Indemnification and Insurance of Directors and OfficersThe Group has entered into a Deed of Access, Insurance and Indemnity (“Deed”) with each Director and the Company Secretary (“Officers”). Under the Deed, the Group indemnifies the Officers to the maximum extent permitted by law and the Constitution against legal proceedings, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses on a solicitor/client basis) suffered, paid or incurred by the Officers in connection with the Officers being an officer of the Group, the employment of the Officer with the Group or a breach by the Group of its obligations under the Deed.

Also, pursuant to the Deed, the Group must insure the Officers against liability and provide access to all board papers relevant to defending any claim brought against the Officers in their capacity as officers of the Group.

During, or since the financial year, the Group has paid premiums in respect of a contract insuring all the directors, company secretary, executives and employees of Energia against legal costs incurred in defending proceedings for conduct other than:

(a) a wilful breach of duty; or

(b) a contravention of sections 182 or 183 of the Corporations Act 2001; as permitted by section 199B of the Corporations Act 2001.

In accordance with a confidentiality clause under the insurance policy the amount of premium paid to insurers has not been disclosed. This is permitted under Section 300(9) of the Corporations Act 2001.

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cOMMIttEE MEMBERsHIPThe role of the audit, remuneration and nomination committees is carried out by the full board in accordance with the appropriate charters. The directors consider that no efficiencies or benefits would be gained by establishing separate committees. Reference to committee meetings in the table above refers to meetings conducted specifically to deal with the business of that committee.

auDItOR INDEPENDENcE aND NON auDIt sERVIcEsThe independence declaration received from our auditors, Crowe Horwath Perth, for the year ended 30 June 2013 has been received and is attached to this report on page 31.

NON auDIt sERVIcEsThe Group’s auditors, Crowe Horwath Perth, provided no non-audit services during the year ended 30 June 2013 (2012: nil).

PROcEEDINgs ON BEHalF OF cOMPaNyNo person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.

The Group was not a party to any such proceedings during the year.

DIVIDENDsNo dividends have been paid or declared during the financial year and the directors do not recommend the payment of a dividend.

REMuNERatION REPORt (auDItED)This remuneration report for the year ended 30 June 2013 outlines the remuneration arrangements in place for directors and executives of the Parent and the Group, in accordance with the requirements of the Corporations Act 2001 (“the Act”) and its regulations. This information has been audited as required by section 308(3C) of the Act.

The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Parent and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes two executives in the parent company.

For the purposes of this report, the term “executive” includes the Managing Director, Executive Director, senior executives of the Parent and the Group and the term

“director” refers to non-executive directors only.

Other than the resignation of Mr B Jones as a non-executive director on 30 August 2013 there have been no other changes to KMP after reporting date and before the date the financial report was authorised for issue.

DIREctORs’ MEEtINgsDuring the financial year, 20 meetings of directors, including committees of directors, were held and the number of meetings attended by each director was as per the table above.

Directors Meetings

Meeting of Committes

Audit Remuneration Nomination

No. eligible to attend

No. attended


No. attended


No. attended


No. attended

Tony Iannello 16 15 2 2 1 1 1 1Kim Robinson 16 16 2 2 1 1 1 1Ian Walker 16 16 2 2 1 1 1 1Max Cozijn 16 15 2 2 1 1 1 1Bryn Jones 11 10 1 1 1 1 1 1Leigh Bettenay 6 3 1 1 - - 1 1

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Details of KMP of the Parent and Group are set out below:

Key Management Personnel Directors

Mr T Iannello Chairman (non-executive)Mr I Walker Director (non-executive)Mr M Cozijn Director (non-executive)

Mr B JonesDirector (non-executive)(appointed 2 November 2012, resigned 30 August 2013)

Executive Directors

Mr K Robinson Managing Director (appointed 30 April 2012)

Dr L BettenayExecutive Director – Exploration and Development (resigned 5 December 2012)

Executives

Mr J Armes Company Secretary and Chief Financial Officer

Mr D Andreazza Manager of Exploration* (appointed 1 May 2013)

* Prior to his appointment as Manager of Exploration, Mr Andreazza held the position of Senior Geologist.

Remuneration PolicyThe remuneration policy of Energia has been developed by the Remuneration Committee in accordance with the Remuneration Committee Charter. The full Board currently performs the function of the Remuneration Committee. The Remuneration Committee Charter is set out on the Group’s website at www.energiaminerals.com.

Emoluments of directors and executives are reviewed on annual basis and are set by reference to employment market conditions, payments made by other companies of similar size and industry, and by reference to the skills and experience of the directors and executives.

KMP or closely related parties of KMP are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

Engagement of Remuneration ConsultantsThe Remuneration Committee may at times seek external remuneration advice. No remuneration consultant was engaged during the year ended 30 June 2013 to provide remuneration recommendations in relation to KMP.

Non-Executive DirectorsThe Group’s policy is to remunerate non-executive directors at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not directly linked to individual performance. Given the Group is at an early stage of development and the financial restrictions placed on it, the Group may consider it appropriate to issue unlisted options to non-executive directors, subject to obtaining the relevant approvals. This

policy is subject to annual review. All of the non-executive directors’ option holdings are fully disclosed. The grant of options is designed to conserve cash reserves, recognise efforts and to provide non-executive directors with additional incentive to continue those efforts for the benefit of the Group.

The maximum aggregate amount of fees (including superannuation payments) that can be paid to non-executive directors is subject to approval by shareholders at a General Meeting. The maximum amount of non-executive fees payable is currently set at $250,000 per annum.

On 2 September 2013, it was announced that Directors had offered to take shares instead of fees for all or part of their remuneration. This proposal will be subject to shareholder and regulatory approval.

ExecutivesExecutives are offered a competitive level of base pay at market rates (for comparable companies) and are reviewed annually to ensure market competitiveness.

Executive pay and reward consists of a base salary and incentives. Long term incentives may include options over unissued ordinary shares granted at the discretion of the Board and where applicable, subject to obtaining the relevant shareholder approvals. The grant of options is designed to recognise and reward efforts as well as to provide additional incentive and may be subject to the successful completion of service conditions.

company Performance, shareholder Wealth, Director and Executive RemunerationThe remuneration policy aims to align the objectives of shareholders and the Group with that of directors and executives through the issue of options over unissued shares. The granting of options is not subject to specific performance criteria, however, when granting options the terms of the options are designed to provide an incentive that will contribute to increasing shareholder wealth. This is undertaken by determining an exercise price that exceeds the underlying share price at the date of grant and through vesting conditions that require a period of continuous employment. Remuneration of KMP is not dependent on company performance as the nature of the Group’s operations is exploration and therefore not currently profit generating.

The following table shows the net loss and dividends for the last three years for the listed entity, as well as share prices at the end of the respective financial years since listing:

2011 $

2012 $

2013 $

Net loss 3,799,435 4,975,575 3,423,463Share price at year end $0.073 $0.046 $0.023

Dividends paid Nil Nil Nil

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Non-Executive Director RemunerationFixed RemunerationThe aggregate remuneration paid to non-executive directors will not exceed the maximum amount in aggregate of $250,000 per annum. The constitution of Energia and the ASX listing rules specify that the non-executive director fee pool shall be determined from time to time by a general meeting of shareholders. The board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable by shareholders.

The amount of aggregate remuneration sought to be approved by shareholders, and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers fees paid to non-executive directors of comparable companies when undertaking the annual review as well as the additional time commitment of director’s who serve on one or more sub committees. Non-executive directors do not currently receive additional remuneration for their membership of subsidiary boards or committees.

Non-executive directors are encouraged by the board to hold shares in Energia; these are to be purchased by the director on market.

The remuneration of non-executive directors for the period ending 30 June 2013 is detailed on page 28 of this report.

Variable Remuneration – Short Term IncentivesNon-executive directors do not receive performance based bonuses.

Variable Remuneration – Long Term IncentivesThe Group has no contractual obligation to provide long term incentives to non-executive directors.

Executive RemunerationThe Group aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group and so as to:

• reward executives for company and individual performance;

• align the interests of executives with those of shareholders;

• link reward with the strategic goals of the Group; and• ensure total remuneration is competitive by market

standards.

Executive remuneration comprises of four components:

• base pay and benefits;• short term incentives;• other remuneration such as statutory

superannuation; and• long term incentives through equity based

compensation.

Base pay and benefitsBase pay is structured as a total employment cost package that may be delivered as a combination of cash and salary sacrifice superannuation at the executives’ discretion.

Executives are offered a base pay. Base pay is reviewed annually to ensure the executives’ pay is competitive with comparable positions of responsibility. This review may utilise external advisors to provide information on industry benchmarks. There is no guaranteed base pay increases included in any executive contracts.

Executives are entitled to receive car parking benefits as a component of their base pay remuneration.

Variable Remuneration - Short Term IncentivesAt this time, any incentive paid to executives is at the absolute discretion of the Remuneration Committee and the Group has no contractual commitments to provide these incentives to executives. The Group’s policy permits the payment of short-term incentives to executives.

No short-term incentive bonuses were paid to Executives during the year ended 30 June 2013.

Variable Remuneration - Long Term IncentivesOn 17 November 2011, the Group established the Employee Incentive Plan 2011 (EIP) as a means of providing long-term incentives to all employees and key management personnel, other than non-executive directors. In accordance with the provisions of the plan, as approved by shareholders at the previous annual general meeting, at its discretion the Board may grant incentives under the plan for no consideration and determine the terms on which the incentives are granted. Where incentives are granted with vesting conditions, unless the Board determines otherwise, unvested incentives are forfeited when the holder ceases to be employed by the Group. Any options granted under the EIP carry neither rights to dividends nor voting rights and may be exercised at any time from the date of vesting to the date of their expiry.

On 13 April 2012, the Group entered into an Executive Services Agreement appointing Mr Robinson as Managing Director of the Group. Under this agreement the Group agreed to issue 12 million options over ordinary shares to Mr Robinson under the EIP. The grant of these options to Mr Robinson was subject to shareholder approval that was obtained on 29 November 2012. The options were granted for no consideration and hold no voting or dividend rights and are not transferrable without Board approval. Some of the options are subject to vesting conditions, whereby if Mr Robinson resigns prior to the vesting date the options are forfeited.

The grant of options to KMP is not subject to performance conditions as the nature of the Groups operations are loss making during mineral exploration. Other than detailed above the Group has no contractual obligation to provide long term incentives to key management personnel.

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contracts with Key Management PersonnelKim Robinson – Managing DirectorMr Robinson is currently employed under a three-year Executive Service Agreement with Energia which commenced 30 April 2012 and expires 30 April 2015.

Under the terms of the agreement Mr Robinson receives fixed remuneration of $300,000 per annum, inclusive of superannuation, reviewed annually on or before 30 June each year. The termination provisions of the agreement are:

Reason for TerminationNotice Period

Severance paymentTreatment of LTI on termination

Employer initiated termination 1 month 6 months’ salary together with 2 weeks’ salary for each completed year of service. Unvested awards forfeited

Termination for serious misconduct None None Unvested awards forfeited

Employee initiated termination 3 months None Unvested awards forfeited

Termination by the effluxion of time 6 months None Not Applicable

Jamie Armes – Company Secretary and Chief Financial OfficerMr Armes is currently employed under a six-year Executive Service Agreement with Energia which commenced 22 February 2010 and expires 22 February 2016.

Under the terms of the agreement Mr Armes receives fixed remuneration of $207,100 per annum, inclusive of superannuation, reviewed annually. The termination provisions of the agreement are:

Reason for Termination Notice Period Severance paymentTreatment of LTI on termination

Employer initiated termination 1 month (or payment in lieu)

3 months’ salary together with 2 weeks’ salary for each completed

year of service.Unvested awards forfeited


Employee initiated termination 3 months (or payment in lieu) None Unvested awards forfeited

Termination by the effluxion of time 6 months None Not Applicable

David Andreazza – Manager of ExplorationMr Andreazza is currently employed under a rolling agreement with Energia which commenced 26 June 2012.

Under the terms of the agreement Mr Andreazza receives fixed remuneration of $200,000 inclusive of superannuation per annum, reviewed annually. The termination provisions of the agreement are:

Reason for Termination Notice Period Severance paymentTreatment of LTI on termination

Employer initiated termination 45 days (or payment in lieu) None Unvested awards forfeited


Employee initiated termination 45 days (or payment in lieu) None Unvested awards forfeited

Apart from termination benefits under statute (such as unpaid annual leave or long service leave) or as mentioned above, there are no retirement benefits for executives.

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Remuneration for the year ended 30 june 2013 and 30 june 2012

Short TermPost

EmploymentShare Based

Payment

Salary & Fees

$

Short Term Bonus

$

Non Monetary

$

Superan-nuation

$Options

$

Termination Payments

$Total

$

Option Related

%

Non-Executive Directors

Mr T Iannello (Chairman)2013 75,000 - - 6,750 - - 81,750 -2012 75,000 - - 6,750 1,209 - 82,959 1.46Mr I Walker (Non-Executive) (i)

2013 45,000 - - 4,050 - - 49,050 -2012 62,250 - - 15,300 2,040 - 79,590 2.56Mr M Cozijn (Non-Executive)2013 45,000 - - 4,050 - - 49,050 -2012 45,000 - - 4,050 2,040 - 51,090 3.99Mr B Jones (Non-Executive – appointed 2 November 2012)2013 30,000 - - 2,700 - - 32,700 -2012 - - - - - - - -Total non-executive Directors2013 195,000 - - 17,550 - - 212,5502012 182,250 - - 26,100 5,289 - 213,639Executive DirectorsMr K Robinson (ii) (Managing Director – appointed 30 April 2012)2013 275,229 - 3,707 24,771 24,542 - 328,249 7.482012 46,930 - 920 4,224 136,303 - 188,377 72.36Ms K Paterson (iii) (Managing Director – resigned 10 October 2011)2013 - - - - - - - -2012 91,631 - 988 7,946 (26,450) 247,706 321,821 -Dr L Bettenay (Executive Director, Exploration and Development – resigned 5 December 2012)2013 107,034 - 1,534 9,633 - - 118,201 -2012 183,486 - 3,607 16,514 29,138 - 232,745 12.52Total executive Directors2013 382,263 - 5,241 34,404 24,542 - 446,4502012 322,047 - 5,515 28,684 138,991 247,706 742,943Other Key Management PersonnelMr A Aaltonen (iv) (Chief Geologist – resigned 18 May 2012) 2013 - - - - - - - -2012 186,393 - 2,406 15,383 - - 204,182 -Mr J Armes (Chief Financial Officer and Company Secretary)2013 190,000 - 3,707 17,100 - - 210,807 -2012 160,551 - 3,607 14,450 13,598 - 192,206 7.07Mr D Andreazza (v) (Manager of Exploration – appointed 1 May 2013)2013 159,586 - 2,812 14,363 - - 176,761 -2012 - - - - - - - -Total other Key Management personnel2013 349,586 - 6,519 31,463 - - 387,5682012 346,944 - 6,013 29,833 13,598 - 396,388TOTAL2013 926,849 - 11,760 83,417 24,542 - 1,046,5682012 851,241 - 11,528 84,617 157,878 247,706 1,352,970

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(i) During the year ended 30 June 2012, Mr Ian Walker provided management and geological services in addition to his non-executive duties. These services were provided under a short term consultancy arrangement that ceased on 27 April 2012. The total amount paid for these services of $28,500 has been included in Salary and Fees. No additional services were provided during the year ended 30 June 2013.

(ii) On 13 April 2012, the Group agreed to grant 12 million options to Mr Robinson on his appointment as Managing Director. At 30 June 2012, AASB 2: Share Based Payment required the Group to recognise the value of the options granted to Mr Robinson from the 30 April 2012, being the date his service commenced, by estimating the value of the options. Now that a grant date has been established following the receipt of shareholder approval on the 29 November 2012, the ultimate fair value based on the grant date has been determined requiring an amendment to the previous estimate. As the fair value calculated at grant date is lower than the estimate at 30 June 2012, a reduction of $52,198 to the previous estimate has been recognised for the year ended 30 June 2013.

(iii) Ms Paterson resigned on 10 October 2011 and forfeited her unvested share options. Any share based payment expense previously recognised was reversed.

(iv) Mr Aaltonen resigned on 18 May 2012 and forfeited his unvested share options. Any share based payment expense previously recognised has been reversed.

(v) Prior to his appointment as Manager of Exploration, Mr Andreazza held the position of Senior Geologist. Remuneration disclosed for Mr Andreazza is from 1 July 2012.

No director or senior executive appointed during the period received a payment before they started to hold the position, as part of the consideration for them agreeing to hold the position.

The premium paid for Directors and Officers liability insurance is not included in the above remuneration table.

Non-monetary benefits disclosed in the above remuneration tables represent the provision of car parking.

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Directors’ Report

Image: Local fauna & flora, Nyang project

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additional statutory DisclosuresThis section sets out additional disclosures required under the Corporations Act 2001.

The table below discloses the share options granted to executives as remuneration during the year ended 30 June 2013 as well as the number of options that vested or lapsed during the year.

Share options do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met until their expiry date.

Options awarded, vested and lapsed during the year (Consolidated)

Options Awarded

During the Year No.

Award Date

Fair Value per Option

$

Exercise Price of Option

Granted $

Expiry Date of Options Granted

Vesting Date

Vested During Year No.

Lapsed During Year No.

Executive DirectorsMr K Robinson (i)

4,000,000 13 Apr 12 $0.0178 $0.10 30 Apr 17 - - -4,000,000 13 Apr 12 $0.01358 $0.20 30 Apr 17 30 Apr 13 4,000,000 -4,000,000 13 Apr 12 $0.01121 $0.30 30 Apr 17 30 Apr 14 - -

(i) These options were awarded to Mr Robinson during the year ended 30 June 2012, but were not granted until shareholder approval was obtained on 29 November 2012.

The following table summarises the value of options granted or lapsed during the year relating to key management personnel:

Value of Options Granted During the Year (i)

$

Value of Options Lapsed During Year

$Mr K Robinson 170,440 -

(i) The value of options granted during the period is recognised in compensation over the vesting period of the grant, in accordance with Australian Accounting Standards. For the details on the valuation of the options, including models and assumptions used, please refer to Note 18.

There were no alterations to the term and conditions of options awarded as remuneration since their award date.

No options were exercised by key management personnel during the financial year ended 30 June 2013.

End of Remuneration Report

This Director’s Report is signed in accordance with a resolution of the directors.

Tony Iannello Chairman

19 September 2013

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Auditor’s Independence Declaration

AUDITOR’S INDEPENDENCE DECLARATION

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Energia Minerals Limited for the year ended 30 June 2013, 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.

CROWE HORWATH PERTH

CYRUS PATELL Partner

Signed at Perth, this 19th day of September 2013

licensees.





CROWE HORWATH PERTH



licensees.

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Corporate Governance StatementaPPROacH tO cORPORatE gOVERNaNcEEnergia Minerals Limited (Company) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company has referred to ASX Corporate Governance Council Principles and Recommendations 2nd edition (Principles & Recommendations). The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration, the Company’s corporate governance practices do not follow a recommendation, the Board has explained it reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation.

The following governance-related documents can be found on the Company’s website at www.energiaminerals.com/company-information/our-corporate-governance, under the section marked ‘Corporate Governance’:

charters• Board

• Audit Committee

• Nomination Committee

• Remuneration Committee

Policies and Procedures• Policy and Procedure for Selection and (Re)

Appointment of Directors

• Process for Performance Evaluations

• Policy on Assessing the Independence of Directors

• Diversity Policy (summary)

• Code of Conduct (summary)

• Policy on Continuous Disclosure (summary)

• Compliance Procedures (summary)

• Procedure for the Selection, Appointment and Rotation of External Auditor

• Shareholder Communication Policy

• Risk Management Policy (summary)

• Policy for Trading in Company Securities

• Whistleblower Policy

The Company reports below on whether it has followed each of the recommendations during the 2012/2013 financial year (Reporting Period). The information in this statement is current at 19 September 2013.

BOaRDRoles and responsibilities of the Board and senior Executives(Recommendations: 1.1, 1.3)The Company has established the functions reserved to the Board, and those delegated to senior executives and has set out these functions in its Board Charter, which is disclosed on the Company’s website.

The Board is collectively responsible for promoting the success of the Company through its key functions of overseeing the management of the Company, providing overall corporate governance of the Company, monitoring the financial performance of the Company, engaging appropriate management commensurate with the Company’s structure and objectives, involvement in the development of corporate strategy and performance objectives, and reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliance.

Senior executives are responsible for supporting the Managing Director and assisting the Managing Director in implementing the running of the general operations and financial business of the Company in accordance with the delegated authority of the Board. Senior executives are responsible for reporting all matters which fall within the Company’s materiality thresholds at first instance to the Managing Director or, if the matter concerns the Managing Director, directly to the Chair or the lead independent director, as appropriate.

skills, experience, expertise and period of office of each Director(Recommendation: 2.6)A profile of each Director setting out their skills, experience, expertise and period of office is set out in the Directors’ Report.

The mix of skills and diversity for which the Board of Directors is looking to achieve in membership of the Board is represented in the Board’s current structure. Whilst the Company is at exploration stage, the Company does not wish to increase the size of the Board, and considers the Board includes an appropriate mix of skills

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and expertise relevant to the Company’s business. These skills include public company experience, geological and finance qualifications and experience. The Board will review its composition as the Company’s circumstances change. The Board will have regard to the Company’s Diversity Policy in identifying appropriate candidates for any appointments for the Board.

Director independence(Recommendations: 2.1, 2.2, 2.3, 2.6)The Board does not have a majority of directors who are independent. As noted above, the Board considers that the composition of the Board is adequate for the Company’s current size and operations, and includes an appropriate mix of skills and expertise, relevant to the Company’s business.

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

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

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

• Items are also material if they impact on the reputation of the Company, involve a breach of legislation, are outside the ordinary course of business, could affect the Company’s rights to its assets, if accumulated would trigger the quantitative tests, involve a contingent liability that would have a probable effect of 10% or more on balance sheet or profit and loss items, or will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more than 10%.

• Contracts will be considered material if they are outside the ordinary course of business, contain exceptionally onerous provisions in the opinion of the Board, impact on income or distribution in excess of the quantitative tests, there is a likelihood that either party will default, and the default may trigger any of the quantitative or qualitative tests, are essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in cost which triggers any of the quantitative tests, contain or trigger change of control provisions, are between or for the benefit of related parties, or otherwise trigger the quantitative tests.

The independent directors of the Company are Tony Iannello and Ian Walker (independent since 18 June 2013). These directors are independent as they are non-executive directors who are not members of management

and who are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgment. Mr Walker was the Managing Director of Carbon Energy Limited (CNX) between 2003 and 2008, and resigned as a non-executive Director of CNX on 31 December 2010. The Company was formed to demerge CNX’s uranium assets, and CNX was until 23 July 2013 a substantial shareholder of the Company. For these reasons Mr Walker was previously considered to be a non-independent director of the Company. However, a period of approximately 2.5 years has elapsed since Mr Walker was a director of CNX and the Board now considers Mr Walker to be an independent director of the Company.

The non-independent directors of the Company are Kim Robinson (Managing Director), Max Cozijn (also a director of CNX). During the Reporting Period, Leigh Bettenay and Bryn Jones were also non-independent directors. Mr Bettenay resigned on 5 December 2012. Bryn Jones (Managing Director of Uranium Equities Limited, a substantial shareholder of the Company) was appointed 2 November 2012 and resigned 30 August 2013

The independent Chair of the Board is Tony Iannello.

The Managing Director is Kim Robinson who is not Chair of the Board.

Independent professional advice(Recommendation: 2.6)To assist directors with independent judgement, it is the Board’s policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chair for incurring such expense, the Company will pay the reasonable expenses associated with obtaining such advice.

selection and (Re)appointment of Directors(Recommendation: 2.6)In determining candidates for the Board, the Nomination Committee (or equivalent) follows a prescribed process whereby it evaluates the mix of skills, experience, expertise and diversity of the existing Board. In particular, the Nomination Committee (or equivalent) is to identify the particular skills and diversity that will best increase the Board’s effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next general meeting.

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Corporate Governance StatementF

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

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

BOaRD cOMMIttEEsNomination committee(Recommendations: 2.4, 2.6)The Board has not established a separate Nomination Committee. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Nomination Committee. Accordingly, the Board performs the role of the Nomination Committee. Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda items at Board meetings when required. When the Board convenes as the Nomination Committee it carries out those functions which are delegated to it in the Company’s Nomination Committee Charter. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Nomination Committee by ensuring that the director with conflicting interests is not party to the relevant discussions.

The full Board, in its capacity as the Nomination Committee, held one meeting during the Reporting Period. Details of director attendance at meetings of the full Board, in its capacity as the Nomination Committee, during the Reporting Period are set out in a table in the Directors’ Report on page 24.

The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of the full Board in its capacity as the Nomination Committee. The Company’s Nomination Committee Charter is disclosed on the Company’s website.

audit committee(Recommendations: 4.1, 4.2, 4.3, 4.4)The Board has not established a separate Audit Committee, and therefore it is not structured in compliance with Recommendation 4.2. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Audit Committee. Accordingly, the Board performs the role of Audit Committee. Items that are usually required to be discussed by an Audit Committee are marked as separate agenda items at Board meetings when required. When the Board convenes as the Audit Committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Audit Committee by ensuring that the director with conflicting interests is not party to the relevant discussions. Further, the Company’s auditor attends meetings of the Board in its capacity as the Audit Committee, and it is usual practice for the Company’s Chief Financial Officer to also attend.

The full Board, in its capacity as the Audit Committee, held two meetings during the Reporting Period. Details of director attendance at meetings of the full Board, in its capacity as the Audit Committee, during the Reporting Period are set out in a table in the Directors’ Report on page 24.

Details of each of the director’s qualifications are set out in the Directors’ Report on page 21. All members of the Board consider themselves to be financially literate and to have an understanding of the industry in which the Company operates. Mr Cozijn who chairs the meetings when the Board meets as the Audit Committee is an Associate of the Australian Society of Certified Practising Accountants.

The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the full Board in its capacity as the Audit Committee.

The Company has established a Procedure for the Selection, Appointment and Rotation of its External Auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit Committee (or its equivalent) and any recommendations are made to the Board.

The Company’s Audit Committee Charter and Procedure for Selection, Appointment and Rotation of External Auditor are disclosed on the Company’s website.

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Remuneration committee(Recommendations: 8.1, 8.2, 8.3, 8.4)The Board has not established a separate Remuneration Committee, and therefore it is not structured in compliance with Recommendation 8.2. Given the current size and composition of the Company, the Board believes that there would be no efficiencies gained by establishing a separate Remuneration Committee. Accordingly, the Board performs the role of Remuneration Committee. Items that are usually required to be discussed by a Remuneration Committee are marked as separate agenda items at Board meetings when required. When the Board convenes as the Remuneration Committee it carries out those functions which are delegated to it in the Company’s Remuneration Committee Charter. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Remuneration Committee by ensuring that the director with conflicting interests is not party to the relevant discussions.

The full Board, in its capacity as the Remuneration Committee, held one meeting during the Reporting Period. Details of director attendance at the meeting of the full Board, in its capacity as the Remuneration Committee, during the Reporting Period are set out in a table in the Directors’ Report on page 24.

To assist the Board fulfil its function as the Remuneration Committee, the Board has adopted a Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the full Board in its capacity as the Remuneration Committee.

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report and commences on page 24. The Company’s policy on remuneration clearly distinguishes the structure of non-executive directors’ remuneration from that of executive directors and senior executives. Non-executive directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to individual performance. Given the Company is at its early stage of development and the financial restrictions placed on it, the Company may consider it appropriate to issue unlisted options to the non-executive directors, subject to obtaining the relevant approvals. Pay and rewards for executive directors and senior executives consists of a base salary and performance incentives. Long term performance incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals. Executives are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness.

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

The Company’s Policy for Trading in Company Securities includes a statement of the Company’s policy on prohibiting transactions in associated products which limit the risk of participating in unvested entitlements under any equity based remuneration schemes.

PERFORMaNcE EValuatIONsenior executives(Recommendations: 1.2, 1.3)The Managing Director is responsible for evaluating the performance of senior executives. A performance appraisal form is completed by each senior executive and the Managing Director. A meeting is then held between each senior executive and the Managing Director to review performance against the senior executive’s responsibilities as outlined in their contract. The meetings are held with each senior executive at least once a year, and otherwise as required.

During the Reporting Period, an evaluation of one senior executive took place. The evaluation departed from the process disclosed in that a performance appraisal form was not completed by the senior executive and the Managing Director. The Company’s other senior executive (an executive director) resigned during the Reporting Period. A performance evaluation for the other senior executive has been deferred until the next reporting period as he was not appointment to the position until 1 May 2013.

Board, its committees and individual directors(Recommendations: 2.5, 2.6)The Chair is responsible for evaluating the performance of the Board, and when deemed appropriate, Board committees and individual directors. The process for the evaluation of the Board and individual directors is: each director completes a questionnaire; the responses to the questionnaire are collated by the Company Secretary and reported to the Chair; the outcomes are discussed at Board level and the Chair holds individual discussions with each director.

The Board is responsible for evaluating the Managing Director, facilitated by the Chair. The performance evaluation is undertaken at least annually or more frequently as required and on an informal basis.

During the Reporting Period an evaluation of the Board, its committees, and individual directors took place in accordance with the process disclosed.

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

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EtHIcal aND REsPONsIBlE DEcIsION MaKINgcode of conduct(Recommendations: 3.1, 3.5)The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company’s integrity, the practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company has also established a Whistleblower Policy. The aim of the policy is to ensure that directors, officers and employees comply with the obligations set out in the Code of Conduct and to encourage reporting of violations (or suspected violations) and provide effective protection from victimisation or dismissal to those reporting by implementing systems for confidentiality and report handling.

A summary of the Company’s Code of Conduct and a copy of the Company’s Whistleblower Policy are disclosed on the Company’s website.

Diversity(Recommendations: 3.2, 3.3, 3.4, 3.5)The Company has established a Diversity Policy. However, the Diversity Policy provides that the Board will consider establishing measurable objectives for achieving gender diversity. If established, the Board will assess annually both the objectives and progress towards achieving them.

Due to the Company’s current operations, size and number of employees the Board considers that there is significant difficulty in setting meaningful and realistically achievable measurable objectives for achieving diversity. The Board believes that with such few employees, there is little relevance in trying to achieve proportional diversity targets as they would be extremely difficult to define and maintain at the various levels of hierarchy in the organisation. The Board will review its position and may develop and adopt measurable objectives when the Company develops beyond its current exploration status.

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

Proportion of women

Whole organisation 1 out of 6 (17%)Senior executive positions 0 out of 2 (0%)Board 0 out of 5 (0%)

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

cONtINuOus DIsclOsuRE(Recommendations: 5.1, 5.2)The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance.

A summary of the Company’s Policy on Continuous Disclosure and Compliance Procedures are disclosed on the Company’s website.

sHaREHOlDER cOMMuNIcatION(Recommendations: 6.1, 6.2)The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at general meetings.

The Company’s Shareholder Communication Policy is disclosed on the Company’s website.

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Corporate Governance Statement

Image: K Robinson, Managing Director, viewing sonic core

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RIsK MaNagEMENtRecommendations: 7.1, 7.2, 7.3, 7.4)The Board has adopted a Risk Management Policy, which sets out the Company’s risk profile. Under the policy, the Board is responsible for approving the Company’s policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control.

Under the policy, the Board delegates day-to-day management of risk to the Managing Director, who is responsible for identifying, assessing, monitoring and managing risks. The Managing Director is also responsible for updating the Company’s material business risks to reflect any material changes, with the approval of the Board.

In fulfilling the duties of risk management, the Managing Director may have unrestricted access to Company employees, contractors and records and may obtain independent expert advice on any matter they believe appropriate, with the prior approval of the Board.

In addition, the following risk management measures have been adopted by the Board to manage the Company’s material business risks:

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

• the Board has adopted a compliance procedure for the purpose of ensuring compliance with the Company’s continuous disclosure obligations; and

• the Board has adopted a corporate governance manual which contains other policies to assist the Company to establish and maintain its governance practices.

Management has implemented a formal risk management system to give effect to the requirements of the Risk Management Policy for the effective management of its material business risks. This system includes workshop based risk identification of strategic, business and operational risks by management to identify the Company’s material business risks, a review of current controls and required actions to improve control over these risks.

Under the management system, a manager or employee is allocated responsibility for the effective control over specified material business risks. The risk registers are reviewed at least quarterly by the Board and updated annually by management.

The following categories impacts are used to assist in describing how a risk may impact on the achievement of business objectives as well as forming the basis for analysing the consequences of the material risk:

• financial;

• health and safety;

• natural environment;

• social environment;

• reputation; and

• legal.

The Board has required management to design, implement and maintain risk management and internal control systems to manage the Company’s material business risks. The Board also requires management to report to it confirming that those risks are being managed effectively. The Board has received a report from management as to the effectiveness of the Company’s management of its material business risks for the Reporting Period.

The Managing Director and the Chief Financial Officer have provided a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

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

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asX cORPORatE gOVERNaNcE cOuNcIl REcOMMENDatIONs cHEcKlIstThe following table sets out the Company’s position with regard to adoption of the Principles & Recommendations as at the date of this statement:

Recommendation Comply

Principle 1: Lay solid foundations for management and oversight

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

1.2 Companies should disclose the process for evaluating the performance of senior executives. 1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1.

Principle 2: Structure the board to add value2.1 A majority of the board should be independent directors. 2.2 The chair should be an independent director. 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. 2.4 The board should establish a nomination committee.

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

2.6 Companies should provide the information indicated in the Guide to reporting on Principle 2.

Principle 3: Promote ethical and responsible decision-making

3.1

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

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

unethical practices.

3.2

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

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

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


Principle 4: Safeguard integrity in financial reporting4.1 The board should establish an audit committee.

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

4.3 The audit committee should have a formal charter. 4.4 Companies should provide the information indicated in the Guide to reporting on Principle 4.

Principle 5: Make timely and balanced disclosure

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


Principle 6: Respect the rights of shareholders

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


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Recommendation Comply

Principle 7: Recognise and manage risk

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

7.2

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

7.3

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


Principle 8: Remunerate fairly and responsibly8.1 The board should establish a remuneration committee.

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

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


more information available atwww.energiaminerals.com

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 42

STATEMENT OF FINANCIAL POSITION 43

STATEMENT OF CHANGES IN EQUITY 44

STATEMENT OF CASH FLOWS 45

NOTES TO THE FINANICAL STATEMENTS 46

DIRECTORS DECLARATION 75

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ENERGIA MINERALS LIMITED 76

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Statement of Profit or Loss and Other Comprehensive IncomeFOR tHE yEaR ENDED 30 juNE 2013

Note Consolidated2013

$2012

$

Revenue 3 95,707 223,438

Other income 4 643,766 55,459Administrative expenses (889,490) (1,125,312)Exploration expenditure (2,600,865) (3,172,956)Marketing expenditure (110,759) (56,107)Exploration assets written off 11 (412,518) (886,490)Other expenses 5(a) (149,304) (12,009)Loss from continuing operations before income tax (3,423,463) (4,973,977)Income tax expense 6 - -Loss from continuing operations after income tax (3,423,463) (4,973,977)Net loss for the year (3,423,463) (4,973,977)

Other comprehensive income / (loss)Items that may be re-classified to profit or lossExchange differences on translation of foreign operations (16,096) (1,598)Other comprehensive loss for the year, net of tax (16,096) (1,598)Total comprehensive loss for the year (3,439,559) (4,975,575)

Loss for the year attributable to:Members of the parent (3,439,559) (4,975,575)

(3,439,559) (4,975,575)

Total comprehensive loss for the year attributable to:Members of the parent (3,439,559) (4,975,575)

(3,439,559) (4,975,575)

Earnings / (loss) per shareFrom continuing operations:Basic earnings per share (cents) 21 (2.3) (4.54)Diluted earnings per share (cents) 21 (2.3) (4.54)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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Statement of Financial Positionas at 30 juNE 2013


$2012

$

AsseTsCurrent AssetsCash and cash equivalents 7 1,586,368 2,147,777Trade and other receivables 8 52,105 111,033Total Current Assets 1,638,473 2,258,810

Non-Current AssetsRestricted cash 9 89,335 219,834Plant & equipment 10 148,624 163,146Exploration & evaluation expenditure 11 1,713,419 2,102,927Total Non-current Assets 1,951,378 2,485,907

ToTAL AsseTs 3,589,851 4,744,717

LIABILITIesCurrent LiabilitiesTrade and other payables 12 331,834 266,523Provisions 13 74,686 60,103Total Current Liabilities 406,520 326,626

neT AsseTs 3,183,331 4,418,091

equITYEquity attributable to equity holders of parentIssued capital 14 16,965,042 14,784,784Accumulated losses (14,318,536) (10,895,073)Reserves 14 536,825 528,380

ToTAL equITY 3,183,331 4,418,091

The above statement of financial position should be read in conjunction with the accompanying notes.

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Statement of Changes in EquityFOR tHE yEaR ENDED 30 juNE 2013

Attributable to the Owners of the Parent

Issued Capital $

Accumulated Losses

$

Foreign Currency

Translation Reserve

$

Share Based Payment Reserve

$Total

$

As AT 1 JuLY 2011 14,784,784 (5,921,096) - 366,273 9,229,961

Loss for the period - (4,973,977) - - (4,973,977)Other comprehensive income - - (1,598) - (1,598)Total comprehensive loss for the period - (4,973,977) (1,598) - (4,975,575)

Transactions with owners in their capacity as owners:Share based payment - - - 163,705 163,705

AT 30 June 2012 14,784,784 (10,895,073) (1,598) 529,978 4,418,091

As AT 1 JuLY 2012 14,784,784 (10,895,073) (1,598) 529,978 4,418,091

Loss for the period - (3,423,463) - - (3,423,463)Other comprehensive loss - - (16,096) - (16,096)Total comprehensive loss for the period - (3,423,463) (16,096) - (3,439,559)

Transactions with owners in their capacity as owners:Shares issued 2,337,826 - - - 2,337,826Transaction costs on share issue (157,568) - - - (157,568)Share based payment - - - 24,541 24,541

AT 30 June 2013 16,965,042 (14,318,536) (17,694) 554,519 3,183,331

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

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Statement of Cash FlowsFOR tHE yEaR ENDED 30 juNE 2013


$2012

$

Cash flows from operating activitiesReceipts from customers (inclusive of GST) 36,576 61,054Payment to suppliers and employees (inclusive of GST) (992,485) (1,017,940)Payment of exploration expenditure (2,620,477) (3,243,750)Interest received 95,221 194,589Interest paid (1,398) -Government grants received 60,000 -Research and development incentive received 589,810 129,556Net cash flows from / (used in) operating activities 17 (2,832,753) (3,876,491)

Cash flows from investing activitiesPayments for security bonds (25,000) -Return of security bonds 151,000 -Purchase of plant and equipment (34,559) (86,961)Net cash flows from / (used in) investing activities 91,441 (86,961)

Cash flows from financing activitiesProceeds from issue of shares 2,337,825 -Transaction costs on issue of shares (157,568) (16,190)Net cash flows from / (used in) financing activities 2,180,257 (16,190)

Net decrease in cash and cash equivalents (561,055) (3,979,642)Net foreign exchange difference (354) (1,831)Cash and cash equivalents at beginning of period 2,147,777 6,129,250Cash and cash equivalents at end of period 7 1,586,368 2,147,777

The above statement of cash flows should be read in conjunction with the accompanying notes.

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Notes to the Financial Statements for the year ended 30 June 2013

1. cORPORatE INFORMatIONThe financial report of Energia Minerals Limited (“Energia” or “the Group”) comprises of Energia Minerals Ltd and its controlled entities for the year ended 30 June 2013. The financial report was authorised for issue in accordance with a resolution of the directors on 19 September 2013.

Energia (“the Parent”) is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The Group is a for profit entity for financial reporting purposes under Australian Accounting Standards.

The nature of the operations and principal activities of the Group are described in the Director’s Report.

2. suMMaRy OF sIgNIFIcaNt accOuNtINg POlIcIEsBasis of PreparationThe financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001.

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

The financial report has been prepared on an accruals basis and is based on historical cost, where applicable by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.

going concernThe consolidated financial statements have been prepared on a going concern basis which contemplates that the Group will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The ability of the Group to execute current planned or minimal exploration activities requires the Group to raise additional capital within the next 12 months. Accordingly, the Group is in the process of investigating various options for the raising of additional funds which may include but is not limited to the implementation of strategic joint ventures, sale of existing assets and access to equity markets.

Should the Group not be able to raise the necessary capital as set out above, there is uncertainty whether the Group would continue as a going concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The financial report does not include adjustments relating to the recoverability or classification of the recorded assets amounts or to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern.

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(a) Principles of consolidationThe consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Energia Minerals Limited at the end of the reporting period (“the Group”). A controlled entity is any entity over which Energia has the power to govern the financial and operating policies so as to obtain benefits from the entities activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries more than half of the voting power of an entity. In assessing power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 22 to the financial statements.

In preparing the consolidated financial statements, all inter-company balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent.

Where a company prepares consolidated financial statements, the sections of the Corporations Act 2001 which required that a company also prepare and present parent company financial statements have been repealed. The primary statements and notes should contain only consolidated results. The disclosures required under the Corporations Act 2001 have been included within Note 25 to the accounts in respect of the parent entity and all the information has been calculated in accordance with Australian Accounting standards.

(b) 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 based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred income tax is provided on all temporary differences at the reporting 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.

• 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.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits 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.

• 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 reporting 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 reporting 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 reporting date. 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.

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Notes to the Financial Statements for the year ended 30 June 2013F

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2. suMMaRy OF sIgNIFIcaNt accOuNtINg POlIcIEs (cONtINuED)(c) Other taxesRevenues, 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 statement of financial position.

Cash flows are included in the statement of cash flows 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 is classified as part of operating cash flows.

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

(d) Plant and equipmentEach class of plant and equipment is carried at cost as indicated less, where applicable any accumulated depreciation and impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

The depreciable amount of plant and equipment is depreciated on a diminishing value basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

Depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation RateField equipment 15% to 50%Motor vehicles 12.5%

Office equipment 15% to 75%Office furniture 30%

The assets residual values, useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income.

ImpairmentThe 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, the 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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(e) Exploration ExpenditureExploration, evaluation and development expenditure incurred is either written off as incurred or accumulated in respect of each identifiable area of interest. Tenement acquisition costs are initially capitalised. Costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area, sale of the respective areas of interest or where activities in the area have not yet reached a stage, which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure.

(f) leasesLease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

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

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

(h) Foreign currency transactions and BalancesThe consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge.

Group companiesThe financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: » assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; » income and expenses are translated at average exchange rates for the period; and » retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of.

(i) Employee BenefitsProvision is made for the Group’s liability for employee benefits arising from services rendered by employees to the balance date. Employee benefits expected to be settled within one year together with entitlements arising from wages and salaries and annual leave which will be settled after one year, have been measured at the amounts expected to be paid when the liability is settled, plus related on costs.

Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred.

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2. suMMaRy OF sIgNIFIcaNt accOuNtINg POlIcIEs (cONtINuED)(j) Equity settled compensationThe Group undertakes equity-settled share-based payments. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black–Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Upon the exercise of awards, the balance of the share based payments reserve relating to those awards is transferred to share capital and the proceeds received, net of any directly attributable transaction costs, are credited to share capital.

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

(l) cash and cash EquivalentsCash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

(m) Revenue and Other IncomeInterest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

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

(n) government grantsGovernment grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are deducted from the carrying value of the asset.

(o) Financial InstrumentsInitial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. For financial assets, this is the equivalent to the date that the Group commits itself to either the purchase or sale of the asset (ie. trade date accounting)

Financial instruments are initially measured at fair value plus transactions costs except where the instrument classified “at fair value through profit or loss” in which case transaction costs are expensed to the statement of comprehensive income. Financial instruments are classified and measured as set out below.

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

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Classification and subsequent measurement

(i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market and are stated at amortised cost using the effective interest rate method.

(ii) Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal

payments and amortisation.

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

(p) trade and Other ReceivablesTrade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

(q) contributed EquityOrdinary 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.

(r) trade and Other PayablesTrade payables and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the reporting period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days of recognition of the liability.

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

When the Group applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, a statement of financial position as at the beginning of the earliest comparative period will be disclosed.

(t) critical accounting Estimates and judgmentsThe directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates

(i) Impairment of capitalised exploration and evaluation expenditure The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may

lead to impairment of assets. Where an impairment indicator exists, the recoverable amount of the asset is determined.

The future recoverability of capitalised exploration expenditure is dependent on a number of factors and will ultimately depend on whether the expenditure is recouped through exploitation or sale. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made.

(ii) Share based payments The Group measures the cost of equity settled transactions with employees and suppliers by reference to the

fair value of the equity instrument at the date at which they are granted. The fair value of unlisted options is determined by using a Black and Scholes model. The assumptions (volatility, dividend yield and risk free rate) used are detailed in Note 18.

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2. suMMaRy OF sIgNIFIcaNt accOuNtINg POlIcIEs (cONtINuED)(t) critical accounting Estimates and judgments (continued)Key Judgments

(i) Capitalisation of exploration and evaluation expenditure Under AASB 6 Exploration for and Evaluation of Mineral Resources, the Group has the option to expense

exploration and evaluation expenditure as incurred, or to capitalise such expenditure (provided certain conditions are satisfied). The Group has elected to expense exploration and evaluation expenditure until such time as activities in an area have reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. However, costs associated with the acquisition of exploration tenements are initially capitalised.

For the year ended 30 June 2013, $412,518 of costs associated with acquiring exploration and evaluation assets was written off in relation to tenements surrendered.

(u) adoption of New and Revised accounting standardsNone of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2012 affected any of the amounts recognised in the current period or any prior period and is not likely to affect future periods. However, amendments made to AASB 101 Presentation of Financial Statements effective 1 July 2012 now require the statement of comprehensive income to show the items of comprehensive income grouped into those that are not permitted to be classified to profit or loss in a future period and those that may have to be reclassified if certain conditions are met. These changes are included in the profit and loss and other comprehensive income.

The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of the new and amended pronouncements. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:

• AASB 9: Financial Instruments (December 2010) and AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010). These standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and de-recognition requirements for financial instruments.

The key changes made to accounting requirements include:

- Simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;

- Simplifying the requirements for embedded derivatives;

- Removing the tainting rules associated with held-to-maturity assets;

- Removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;

- Allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument;

- Requiring financial assets to be reclassified where there is a change in an entity’s business model as they are initially classified based on: (a) The objective of the entity’s business model for managing the financial assets; and (b) The characteristics of the contractual cash flows; and

- Requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.

These Standards were mandatorily applicable for annual reporting periods commencing on or after 1 January 2013. However, AASB 2012-6: Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosures (issued September 2012) defers the mandatory application date of AASB 9 from 1 January 2013 to 1 January 2015. In light of the change to the mandatory effective date, the Group is expected to adopt AASB 9 and AASB 2010-7 for the annual reporting period ending 30 June 2016. The Group has not yet determined any potential impact of these pronouncements on its financial statements.

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• AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) (as amended by AASB 2012-10: Amendments to Australian Accounting Standards – Transition Guidance and Other Amendments), and AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and Interpretation 112: Consolidation – Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. The amendments are not expected to significantly impact the Group’s financial statements.

AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either “joint operations” (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or “joint ventures” (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed). The amendments are not expected to significantly impact the Group’s financial statements. AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a “structure entity”, replacing the “special purpose entity” concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. This Standard will affect disclosures only and is not expected to significantly impact the Group’s financial statements.

To facilitate the application of AASBs 10, 11, and 12, revised versions of AASB 127 and AASB 128 have also been issued. The Group has not yet determined any potential impact of these amendments on its financial statements.

• AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13 (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement.

AASB 13 requires: - Inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and - Enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial

liabilities) to be measured at fair value.

These standards are expected to result in more detailed fair value disclosures, but are not expected to significantly impact the amounts recognised in the Group’s financial statements.

• AASB 2011-4: Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (applicable for annual reporting periods beginning on or after 1 July 2013).

This Standard makes amendments to AASB124: Related Party Disclosures to remove the individual key management personnel disclosure requirements (including paragraphs Aus29.1 to Aus29.9.3). These amendments serve a number of purposes, including furthering trans-Tasman convergence, removing differences from IFRSs, and avoiding any potential confusion with the equivalent Corporations Act 2001 disclosure requirements.

This Standard is not expected to significantly impact the Group’s financial report as a whole because: - Some of the disclosures removed from AASB 124 will continued to be required under s300A of the Corporations

Act, which is applicable to the Group; and - AASB 2011-4 does not affect the related party disclosure requirements in AASB 124 applicable to all reporting

entities, and some of these requirements require similar disclosures to those removed by AASB 2011-4.

• AASB 2012-5: Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 (applicable for annual reporting periods commencing on or after 1 January 2013).

This Standard amends a number of Australian Accounting Standards as a consequence of the issuance of Annual Improvements to IFRSs 2009-2011 Cycle by the International Accounting Standards Board, including:

- AASB 101: Presentation of Financial Statements and AASB 134: Interim Financial Reporting to clarify the requirements for presenting comparative information;

- AASB 116: Property, Plant and Equipment to clarify the accounting treatment of spare parts, stand-by equipment and servicing equipment; and

- AASB 134 to facilitate consistency between the measures of total assets and liabilities an entity reports for its segments in its interim and annual financial statements.

The Group has not yet determined any potential impact of these pronouncements on its financial statements.

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3. REVENuE

Consolidated2013

$2012

$

Interest received 73,622 204,082Other revenue 22,085 19,356

95,707 223,438

4. OtHER INcOME

Consolidated2013

$2012

$

Government grants received 60,000 -Research and development tax incentive 545,561 55,459Unrealised foreign exchange gain 38,205 -

643,766 55,459

5. EXPENsEs

ConsolidatedNote

2013 $

2012 $

(a) Other expensesBid defence costs (i) 131,623 -Loss on disposal of plant & equipment 5,012 9,558Research & development incentive repaid 12,608 -Unrealised foreign exchange loss - 201Realised foreign exchange loss 61 2,250

149,304 12,009

(i) Bid defence costs were incurred in respect of defending the hostile takeover bid by Cauldron Energy Ltd.

(b) Depreciation, impairment and amortisationDepreciation of plant and equipment 44,070 53,178

(c) Rental expense on operating leaseMinimum lease payments – operating lease 178,834 173,525

(d) Employee benefits expenseWages and salaries 1,227,953 1,196,478Superannuation contribution expense 110,516 117,126Share based payment expense 24,542 163,705Movement in provision for annual leave 25,405 (30,398)Termination payment - 247,706Other employee benefits expense 18,825 10,863

1,407,241 1,705,408

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6. INcOME taX EXPENsEA reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Group’s applicable income tax rate is as follows:

Consolidated2013

$2012

$

Accounting loss before income tax (3,423,463) (4,973,977)Tax refundable at the statutory income tax rate – 30% (2012: 30%) (1,027,039) (1,492,193)

Non-deductible expensesShare based payment 7,363 49,112Other non-deductible expenses 36,310 108,728Government grants exempted from tax (18,000) -Section 40-880 deduction (56,790) (60,913)Research and development - 44,367Over provision in prior year 234,899 (24,545)Deferred tax assets not recognised 823,257 1,375,444Income tax expense - -

The Group has tax losses for which no deferred tax asset is recognised arising in Australia of $10,985,453 (2012: $7,597,703) and are available for offset against future taxable profits of the Group subject to continuing to meet relevant statutory tests.

7. casH & casH EQuIValENts

Consolidated2013

$2012

$

Cash at bank and on hand 319,909 145,316Short-term bank deposits 1,266,459 2,002,461

1,586,368 2,147,777

The effective interest rate on cash and cash equivalents was 2.88% (2012: 4.99%). Short term deposits mature every 30 to 90 days.

8. tRaDE & OtHER REcEIVaBlEs

Consolidated2013

$2012

$

CurrentTrade receivables 30,615 32,120Research and development tax offset receivable - 55,459Prepayments 21,490 23,454

52,105 111,033

Current trade receivables are non-interest bearing and generally on 30-day terms. There are no balances within trade and other receivables that contain assets that are impaired and are past due. It is expected these balances will be received when due. Impaired assets are provided for in full. Due to the short term nature of trade receivables, their carrying value is assumed to approximate their fair value.

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9. REstRIctED casH

Consolidated2013

$2012

$

Non-CurrentRestricted cash 89,335 219,834

89,335 219,834

Restricted cash represents term deposits held with various financial institutions as security for bank guarantees issued to landlords in relation to operating lease commitments associated with the office premises, the Department of Mines and Petroleum in respect of the potential rehabilitation of exploration areas and as security for credit card facilities. Refer to Note 16 for further details. The funds receive interest at fixed rates and have an average maturity of 12 months.

10. PlaNt & EQuIPMENt

Consolidated2013

$2012

$

Field equipmentAt cost 136,892 128,186Accumulated depreciation (51,755) (32,173)

85,137 96,013

Motor vehiclesAt cost 2,983 2,983Accumulated depreciation (1,158) (898)

1,825 2,085

Office equipmentAt cost 90,168 85,662Accumulated depreciation (45,813) (45,232)

44,355 40,430

Office furnitureAt cost 53,959 53,959Accumulated depreciation (36,652) (29,341)

17,307 24,618Total plant & equipment 148,624 163,146

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Field Equipment

$

Motor Vehicles

$

Office Equipment

$

Office Furniture

$Total

$

(a) Movements in carrying amount

Balance at 30 June 2011 55,337 2,383 49,667 34,650 142,037

Additions 68,562 - 14,857 427 83,846Disposals (4,328) - (5,231) - (9,559)Depreciation expense (23,558) (298) (18,863) (10,459) (53,178)Balance at 30 June 2012 96,013 2,085 40,430 24,618 163,146

Balance at 1 July 2012 96,013 2,085 40,430 24,618 163,146

Additions 9,159 - 25,401 - 34,560Disposals (150) - (4,862) - (5,012)Depreciation expense (19,885) (260) (16,614) (7,311) (44,070)Balance at 30 June 2013 85,137 1,825 44,355 17,307 148,624

11. EXPlORatION & EValuatION EXPENDItuRE

Consolidated2013

$2012

$

Costs carried forward in respect of:Exploration and evaluation – at costBalance at beginning of the year 2,102,927 2,989,417Foreign exchange adjustment on translation 23,010 -Exploration assets written off (412,518) (886,490)Total exploration and evaluation expenditure 1,713,419 2,102,927

The recoverability of the carrying amount of exploration assets is dependent on the successful exploration and development or sale of the respective areas of interest.

The write-off represents the carrying value of the South Australian Lake Eyre tenements. With negative results obtained from the 2012 drilling program, the Lake Eyre tenements (EL3958, EL3957, EL4958 and EL4894) were relinquished to allow the Group to focus on the highly prospective Nyang project. Capitalised exploration expenditure relating to these tenements has been written off in full during the year.

12. tRaDE & OtHER PayaBlEs

ConsolidatedNote

2013 $

2012 $

CurrentTrade payables 12(a) 331,834 266,523

331,834 266,523

(a) Trade payables and other payables are non-interest bearing and are normally settled within 30 days. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

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13. PROVIsIONs

Consolidated2013

$2012

$

CurrentProvision for annual leave 66,006 40,601Provision for rehabilitation 8,680 19,502

74,686 60,103

A provision has been recognised for employee entitlements relating to annual leave entitlements accrued at balance date. The measurement and recognition criteria relating to employee benefits have been included in Note 2.

The number of employees at year end was 6 (2012: 6).

14. IssuED caPItal & REsERVEs

ConsolidatedNote

2013 $

2012 $

Issued CapitalOrdinary shares fully paid 14(a) 16,965,042 14,784,784

16,965,042 14,787,784

Ordinary sharesEffective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly, the parent entity does not have authorised capital nor par value in respect of its issued shares.

Fully paid ordinary shares carry one vote per share and participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

ConsolidatedNote Number of Shares $

(a) Movements in Ordinary Shares on Issue

At 1 July 2011 109,500,005 14,784,784

At 30 June 2012 109,500,005 14,784,784Issued 2 November 2012 for cash (i) 16,425,000 574,875Issued 5 December 2012 for cash (ii) 20,936,710 732,785Issued 10 December 2012 for cash (iii) 29,433,293 1,030,165Transaction costs on issue of shares (iv) - (157,567)At 30 June 2013 176,295,008 16,965,042

(i) On 2 November 2012 the Group issued 16,425,000 ordinary fully paid shares at $0.035 each for cash being a placement to Uranium Equities Ltd;

(ii) On 5 December 2012 the Group issued 20,936,710 ordinary fully paid shares at $0.035 each for cash being acceptance of a 2 for 5 entitlement issue;

(iii) On 10 December 2012 the Group issued 29,433,293 ordinary fully paid shares at $0.035 each for cash being the underwritten shortfall of the 2 for 5 entitlement issue;

(iv) Transaction costs associated with the placement and entitlement issue recognised in equity.

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share based payment planThe Group has adopted an incentive plan which allows the offer of either options or share rights. Options over unissued shares are issued and share rights are granted at the discretion of the Board. Information relating to options issued is set out in Note 18.

Nature and purpose of reservesShare Based Payment ReserveThe share based payment reserve is used to record the value of equity benefits provided to employees, including key management personnel and external service providers as part of their remuneration.

Foreign Currency Translation ReserveThe foreign currency translation reserve is used to record exchange differences arising from the translation of financial statements of foreign subsidiaries.

ConsolidatedShare Based

Payment ReserveForeign Currency

Translation Reserve

Movements in Reserves

As at 1 July 2011 366,273 -Recognition of options issued 226,334 -Forfeiture of options (62,629) -Movement for the year - (1,598)Balance at 30 June 2012 529,978 (1,598)

As at 1 July 2012 529,978 (1,598)Recognition of options issued 76,740 -Fair value adjustment to options issued in prior years (52,199) -Movement for the year - (16,096)Balance as at 30 June 2013 554,519 (17,694)

15. caPItal aND lEasINg cOMMItMENts(a) Operating lease commitmentsThe Group entered into a non-cancellable operating lease commencing 1 March 2010, for the premises that it occupies. The property lease has an initial four year term, with rent payable monthly in advance. The lease provides that minimum lease payments shall be increased by CPI each year. An option exists to renew the lease at the end of the four year term for a further 3 years. At the beginning of the option term the minimum lease commitments are adjusted to market rates. The lease permits subletting of the property.

Consolidated2013

$2012

$

Minimum lease payments payableNot later than 12 months 121,216 179,808Between 12 months and 5 years - 121,944

121,216 301,752

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15. caPItal aND lEasINg cOMMItMENts (cONtINuED)(b) Exploration Expenditure commitmentsOngoing exploration expenditure is required to maintain title to the consolidated Group’s mineral exploration tenements. No provision has been made in the financial statements for these amounts as the amounts are expected to be fulfilled in the normal course of the operations of the consolidated Group.

The consolidated Group has certain statutory obligations to perform minimum exploration work on its tenements. The statutory expenditure requirement may be renegotiated with the relevant regulator, and expenditure commitments may be varied between tenements, or reduced subject to reduction of the exploration area and/or relinquishment of non-prospective tenements.

Consolidated2013

$2012

$

Minimum lease payments payableNot later than 12 months 561,722 994,502Between 12 months and 5 years 1,894,047 1,883,445

2,455,769 2,877,947

16. cONtINgENt lIaBIlItIEs(a) Bank guarantees The National Australia Bank has provided unconditional bank guarantees of $65,145 (2012: $196,145) in relation to the property lease referred to in Note 15(a) and the provision on an unconditional performance bond to the Western Australian Department of Mines and Petroleum in respect of rehabilitation obligations associated with exploration activities. The guarantees have been provided by way of fully utilised finance facilities secured by fixed term cash deposits.

(b) claims of Native title and cultural HeritageNative title claims have been made with respect to areas within Australia which include tenements in which the Group has an interest. The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Group has an interest.

17. casH FlOW INFORMatION(a) Reconciliation of cash flow from operations with loss after tax

Consolidated2013

$2012

$

Loss after tax (3,423,463) (4,973,977)Non-cash flows in loss:

Depreciation 44,070 53,178Share options expensed 24,542 163,705Unrealised foreign exchange loss (38,205) 202Loss on disposal of plant and equipment 5,012 9,559Exploration assets written off 412,518 886,490

Changes in assets and liabilities:(Increase)/decrease in trade receivables 62,544 93,191(Increase)/decrease in prepayments 1,965 (3,926)Increases/(decrease) in trade payables and accruals 63,682 (67,512)Increases/(decrease) in provisions 14,582 (37,401)

Cash flow from operations (2,832,753) (3,876,491)

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(b) Non-cash Financing and Investing activities No non-cash financing and investing activities were undertaken during the year ended 30 June 2013 (2012: Nil).

18. sHaRE BasED PayMENts(a) Recognised share based payment expenseThe expense recognised for employee services received during the year is shown in the table below:

Consolidated2013

$2012

$

Expense arising from equity-settled share based payment transactions 24,542 163,70524,542 163,705

(b) general terms of share-based paymentsEmployee Incentive Plan 2011On 17 November 2011, the Group established the Employee Incentive Plan 2011 (EIP) as a means of providing long-term incentives to all employees and key management personnel, other than non-executive directors. At its discretion the Board may grant incentives under the plan for no consideration and determine the terms on which the incentives are granted. Where incentives are granted with vesting conditions, unless the Board determines otherwise, unvested incentives are forfeited when the holder ceases to be employed by the Group.

On 29 November 2012 shareholders approved the grant of 12 million options over ordinary shares to Mr Robinson. These options were awarded to Mr Robinson on 13 April 2012, when the Group entered into an Executive Services Agreement appointing Mr Robinson as Managing Director of the Group. Under this agreement the Group agreed to issue 12 million options over ordinary shares to Mr Robinson under the 2011 Employee Incentive Plan subject to shareholder approval. The options were granted for no consideration and hold no voting or dividend rights and are not transferrable without Board approval. Some of the options are subject to vesting conditions, whereby if Mr Robinson resigns prior to the vesting date the options are forfeited.

At 30 June 2012, AASB 2: Share Based Payment required the Group to recognise the value of the options granted to Mr Robinson from the 30 April 2012, being the date of commencement of his service, by estimating the value of the options as at 30 June 2012. Now that a grant date has been established following the receipt of shareholder approval, the ultimate fair value based on the grant date has been determined requiring an amendment to the previous estimate. As the fair value calculated at grant date is lower than the estimate at 30 June 2012, a reduction of $52,198 to the expense previously recognised is required.

The following table illustrates the number and weighted average exercise prices of, and movements in share options during the year:

2013 2012Number of

optionsWeighted average

excercise priceNumber of

optionsWeighted average

excercise price

Outstanding at the beginning of the year (i) 32,150,000 $0.24 21,400,000 $0.27Granted during the year - - 14,050,000 $0.15Forfeited during the year - - (3,300,000) $0.26Exercised during the year - - - -Outstanding at the end of the year 32,150,000 $0.24 32,150,000 $0.24Excercisable at the end of the year 28,150,000 $0.23 20,150,000 $0.26

(i) Included in options outstanding at the beginning of the year are 12 million options agreed to be issued to Mr Robinson, Managing Director during the year ended 30 June 2012. The grant of these options was subject to obtaining shareholder approval that was obtained on 29 November 2012.

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18. sHaRE BasED PayMENts (cONtINuED)(b) general terms of share-based payments (continued)The details of options outstanding as at 30 June 2013 are as follows:

Series No. Number of options Exercise price Expiry date Vesting date

1 5,500,000 $0.225 8 July 2015 Vested2 4,500,000 $0.25 26 October 2014 Vested3 500,000 $0.25 26 October 2014 Vested4 250,000 $0.25 3 March 2015 Vested5 2,000,000 $0.30 26 October 2014 Vested6 500,000 $0.30 26 October 2014 Vested7 250,000 $0.30 3 March 2015 Vested8 5,000,000 $0.30 24 June 2015 Vested9 400,000 $0.30 30 June 2015 Vested10 1,250,000 $0.15 30 June 2015 Vested11 4,000,000 $0.10 30 April 2017 Vested12 4,000,000 $0.20 30 April 2017 Vested13 4,000,000 $0.30 30 April 2017 30 April 2014

Total 32,150,000

The options outstanding at 30 June 2013 had a weighted average exercise price of $0.24 (2012: $0.22) and a weighted average remaining contractual life of 2.52 years (2012: 3.52). Exercise prices range from $0.10 to $0.30 in respect of options outstanding at 30 June 2013 (2012: $0.10 to $0.30). The weighted average fair value of the options granted during the year was $0.0175 (2012: $0.0189). No options were exercised or expired during year.

This fair value of options issued during the year was calculated as at the date of grant using a Black-Scholes option pricing model. Expected volatility has been based on historical volatility as it is assumed that this is indicative of future volatility. No allowance has been made for the effects of early exercise.

The following tables show the model inputs for the years ended 30 June 2013 and 30 June 2012:

30 June 2013 30 June 2012Series No. 11 12 13 Series No. 10

Exercise price $0.10 $0.20 $0.30 Exercise price $0.15Share price $0.034 $0.034 $0.034 Share price $0.07Expected volatility 96% 96% 96% Expected volatility 103%Option life (years) 4.42 4.42 4.42 Option life (years) 3.56Dividend yield - - - Dividend yield -Risk free interest rate 2.79% 2.79% 2.79% Risk free interest rate 3.11%

19. EVENts aFtER tHE REPORtINg PERIODExtension of closing date for takeover offer for Energia by cauldron Energy ltdOn 26 July 2013, Cauldron Energy Ltd announced that it had extended the takeover offer period to 16 November 2013.

Funding secured by placementOn 28 August 2013, it was announced that the Group had received firm commitments to raise $500,000 through a share placement comprising 25 million fully paid ordinary shares at an issue price of $0.02 per share. The placement is subject to shareholder approval that will be sought at a general meeting of Energia’s shareholders on 4 October 2013.

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Resignation of non-executive directorOn 30 August 2013, Mr Bryn Jones resigned as a non-executive director of the Company.

cost cutting measuresOn 2 September 2013, it was announced that the Company was initiating a program to reduce cash costs by around $350,000 on an annualized basis. Included in these initiatives was the proposal that subject to shareholder and regulatory approval, three directors, Mr Kim Robinson, Managing Director, Mr Ian Walker, non-executive director and Mr Max Cozijn, non-executive director have offered to accept shares in Energia in lieu of 20% of their remuneration. Mr Tony Iannello, the Chairman, has offered to accept Energia shares in lieu of his entire remuneration.

Apart from the above, there has not been any significant event that has occurred after balance date that has not been brought to account in the 30 June 2013 Annual Report.

20. auDItORs REMuNERatION

Consolidated2013

$2012

$

Amounts received or due and receivable by the auditor of the parent entity, Crowe Horwath Perth for:

- Auditing or reviewing the financial report 30,940 29,045Total 30,940 29,045

21. EaRNINgs PER sHaRE

Consolidated2013

$2012

$

Net loss used in the calculation of basic and dilutive earnings per share (3,423,463) (4,973,977)

Number Shares Number Shares

Weighted average number of ordinary shares on issue during the year used in calculating basic earnings per share 148,569,851 109,500,005

Effect of dilution:Share options - -Weighted average number of ordinary shares on issue during the year used in calculating dilutive earnings per share 148,569,851 109,500,005

All of the options outstanding have exercise prices greater than the underlying ordinary share price at the date of grant and are therefore considered anti-dilutive.

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22. RElatED PaRty tRaNsactIONs(a) subsidiary The consolidated financial statements include the financial statements of Energia Minerals Limited and the subsidiaries listed in the following table.

Percentage OwnedCountry of

Incorporation2013

%2012

%

Nickelex Pty Ltd Australia 100 100Energia Minerals (Italia) Srl Italy 100 100

(b) Key management personnel (KMP)Details relating to key management personnel, including remuneration paid, are included in Note 23.

23. KEy MaNagEMENt PERsONNEl(a) compensation for key management personnelRefer to the Remuneration Report contained in the Director’s Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (“KMP”) for the year ended 30 June 2013.

There were no changes to KMP between the reporting date and the date the financial report was authorised for issue other than the resignation of Mr Bryn Jones as a non-executive director on 30 August 2013.

The total remuneration paid to KMP of the Energia and the Group during the year is as follows:

Consolidated2013

$2012

$

Short-term employee benefits 938,609 862,769Post-employment benefits 83,417 84,616Termination payments - 247,706Share based payments 24,542 157,877

1,046,568 1,352,968

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(b) Option holding of key management personnel The number of options over ordinary shares held by each KMP of the group both directly and indirectly during the financial year is as follows:

Vested at 30 June 2013

30 June 2013Balance at 1 July 2012

Granted as remunera-

tionOptions

ExercisedNet Change

OtherBalance at

30 Jun 2013 Total ExercisableNot

Exercisable

DirectorsMr T Iannello 750,000 - - - 750,000 750,000 750,000 -Mr K Robinson 12,000,000 - - - 12,000,000 8,000,000 8,000,000 -Mr I Walker 3,000,000 - - - 3,000,000 3,000,000 3,000,000 -Mr M Cozijn 3,000,000 - - - 3,000,000 3,000,000 3,000,000 -Mr B Jones (i) - - - - - - - -Dr L Bettenay (ii) 2,250,000 - - - 2,250,000 2,250,000 2,250,000 -ExecutivesMr J Armes 600,000 - - - 600,000 600,000 600,000 -Mr D Andreazza (iii) - - - - - - - -Total 21,600,000 - - - 21,600,000 17,600,000 17,600,000 -

(i) Appointed 2 November 2012, resigned 30 August 2013;

(ii) Resigned 5 December 2012; and

(iii) Appointed 1 May 2013.

Vested at 30 June 2012


Granted as remunera-

tionOptions

ExercisedNet Change

Other (iv)Balance at

30 Jun 2012 Total ExercisableNot

Exercisable

DirectorsMr T Iannello 750,000 - - - 750,000 500,000 500,000 -Mr K Robinson (i) - 12,000,000 - - 12,000,000 - - -Ms K Paterson (ii) 7,500,000 - - (2,500,000) 5,000,000 5,000,000 5,000,000 -Mr I Walker 3,000,000 - - - 3,000,000 2,000,000 2,000,000 -Mr M Cozijn 3,000,000 - - - 3,000,000 2,000,000 2,000,000 -Dr L Bettenay 1,500,000 750,000 - - 2,250,000 2,250,000 2,250,000 -ExecutivesMr J Armes 250,000 350,000 - - 600,000 600,000 600,000 -Mr A Aaltonen (iii) 250,000 500,000 - (500,000) 250,000 250,000 250,000 -Total 16,250,000 13,600,000 - (3,000,000) 26,850,000 12,600,000 12,600,000 -

(i) Appointed 30 April 2012;

(ii) Resigned 10 October 2011;

(iii) Resigned 18 May 2012; and

(iv) Includes forfeitures during the year.

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23. KEy MaNagEMENt PERsONNEl (cONtINuED)(c) shareholdings of key management personnel Ordinary shares held in Energia Minerals Limited directly and indirectly:


Granted as remuneration

Issued on exercise of

optionsNet Change

OtherBalance at

30 Jun 2013

DirectorsMr T Iannello 650,000 - - 402,857 1,052,857Mr K Robinson 1,050,000 - - 4,903,109 5,953,109Mr I Walker 205,000 - - 367,600 572,600Mr M Cozijn (iv) 400,000 - - 160,000 560,000Mr B Jones (i) - - - - -Dr L Bettenay (ii) 260,000 - - 174,000 434,000ExecutivesMr J Armes - - - - -Mr D Andreazza (iii) - - - - -Total 2,565,000 - - 6,007,566 8,572,566

(i) Appointed 2 November 2012, Mr Jones is the Managing Director of Uranium Equities Ltd, an ASX listed company that through its associated entities holds 37,280,714 (2012: nil) ordinary shares in Energia. Resigned 30 August 2013;

(ii) Resigned 5 December 2012;

(iii) Appointed 1 May 2012; and

(iv) Mr Cozijn is a non-executive director of Carbon Energy Ltd, an ASX listed company that at 30 June 2013 held 29,000,005 (2012: 29,000,005) ordinary shares in Energia.


Granted as remuneration

Issued on exercise of

optionsNet Change

OtherBalance at

30 Jun 2012

DirectorsMr T Iannello 450,000 - - 200,000 650,000Mr K Robinson (i) - - - 1,050,000 1,050,000Ms K Paterson (ii) 225,000 - - (225,000) -Mr I Walker 205,000 - - - 205,000Mr M Cozijn (iv) 300,000 - - 100,000 400,000Dr L Bettenay 260,000 - - - 260,000ExecutivesMr J Armes - - - - -Mr A Aaltonen (iii) 16,000 - - (16,000) -Total 1,456,000 - - 1,109,000 2,565,000

(i) Appointed 30 April 2012;

(ii) Resigned 10 October 2011;

(iii) Resigned 18 May 2012; and

(iv) Mr Cozijn is a non-executive director of Carbon Energy Ltd, an ASX listed company that holds 29,000,005 (2011: 29,000,005) ordinary shares of Energia.

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(d) Other transactions & balances with key management personnel and their related partiesDuring the year the Group sublet an office and car park space to Diplomat Holdings Pty Ltd, a company associated with Mr Cozijn. The rental income received from this sublease was $12,172 (2012: $13,855). The balance owing by Diplomat Holdings Pty Ltd as at 30 June 2013 was $5,769 (2012: Nil).

Mr Walker has at times provided management and geological consulting services to the Group in addition to his duties as a non-executive director. No services were provided during the year ended 30 June 2013(2012: $28,500). There was no balance owing to Mr Walker as at 30 June 2013 (2012: Nil) in respect of these services.

All services provided by companies associated with directors were provided on normal commercial terms. There have been no other transactions involving equity instruments other than those described in the tables above.

24. FINaNcIal RIsK MaNagEMENtThe Group’s principal financial instruments comprise of cash and short-term deposits. The main purpose of these financial instruments is to finance the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. This note presents information about the Group’s exposure to the specific risks, and the policies and processes for measuring and managing those risks.

Financial Risk Management PoliciesThe primary responsibility for the identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing identified risks. The Group uses different methods to manage the different types of risks to which it is exposed. These include monitoring exposure to interest rate risk and undertaking an assessment of market forecasts for interest rates. The Group monitors liquidity risk through the preparation and monitoring of cash flow forecasts.

Interest Rate RiskThe Group’s exposure to the risks of changes in market interest rates relates primarily to the Group’s cash deposits with a floating interest rate and its short term deposits and bonds with fixed interest rates (these are predominantly 30 to 90 day revolving term deposits). These financial assets expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk. The following tables set out the carrying amount by maturity and the Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Also included is the effect on the loss after tax if interest rates at that date had been 0.5% higher or lower with all other variables held constant as a sensitivity analysis. In regard to its interest rate risk, the Group analyses its exposure. Within this analysis, consideration is given to potential renewals of existing positions and the mix of fixed and variable interest rates.

Based on the sensitivity analysis only interest revenue from cash deposits, term deposits and bank and cash balances are impacted resulting in a decrease or increase in overall income.

Weighted Average Floating Interest Fixed Interest Non-interest Total

2013 %

2012 %

2013 $

2012 $

2013 $

2012 $

2013 $

2012 $

2013 $

2012 $

Financial assets

Cash 2.88 4.99 319,709 145,116 1,266,459 2,002,461 200 200 1,586,368 2,147,777

Receivables - - - - 52,105 111,033 52,105 111,033

Restricted cash 4.51 5.34 - - 89,335 219,834 - - 89,335 219,834

Total financial assets 319,709 145,116 1,355,794 2,222,295 52,305 111,233 1,727,808 2,478,644

Financial liabilities

Payables - - - - 331,834 266,522 331,834 266,522

Total financial liabilities - - - - 331,834 266,522 331,834 266,522

Net financial assets / (liabilities) 319,709 145,116 1,355,794 2,222,295 (279,529) (155,289) 1,395,974 2,212,122

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24. FINaNcIal RIsK MaNagEMENt (cONtINuED)Interest Rate Risk sensitivityThe following table illustrates the sensitivities of the Group’s exposures to changes in interest rates. The table demonstrates the impact on the reported loss and equity values at balance date. A sensitivity of 50 basis points has been selected as this is considered reasonable given the current level of both short term and long term Australian dollar interest rates. This would represent approximately two decreases and two increases which is reasonably possible in the current economic climate over a financial year. Based on the sensitivity analysis only interest revenue from cash deposits, term deposits and bank and cash balances are impacted resulting in a decrease or increase in overall income.

2013 2012Loss

$Equity

$Loss

$Equity

$

50 basis point increase 7,656 7,656 14,064 14,064

50 basis point decrease (7,656) (7,656) (14,064) (14,064)

Foreign currency RiskForeign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. The Group is exposed to currency risk on financial assets and liabilities held by the controlled entity in Italy. The financial assets of the Italian controlled entity are not generally material in the context of financial instruments entered into by the Group as a whole, as they generally relate to funds advanced to fund short term exploration and administration activities of the overseas operations. Once the funds are expended they are no longer classified as financial assets. Advancing of funds to overseas operations on a needs basis is considered an effective method for the management of currency risk.

The Group’s investments in the overseas subsidiary companies are not hedged as they are considered to be long term in nature.

Net fair valuesFor financial assets and liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form. The Group has no financial assets where carrying amount exceeds net fair values at balance date.

capital Risk ManagementWhen managing capital, management’s objective is to ensure the entity continues as a going concern as well as undertaking operations in a manner that provide returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity and maximises returns for shareholders through minimising dilution.

In order to maintain or adjust the capital structure, the entity may, issue new shares, enter into joint ventures or sell assets. The entity does not have a defined share buy-back plan.

No dividends were paid in 2013.

commodity Price RiskThe Group is exposed to commodity price risk. This risk arises from its activities directed at exploration and development of mineral commodities. If commodity prices fall, the market for companies exploring for these commodities is affected.

liquidity RiskLiquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities.

The Group manages liquidity risk by maintaining sufficient cash to meet the operating requirements of the business and investing excess funds in highly liquid short term deposits. The Group’s liquidity needs are currently met through cash and cash equivalents and cash generated from interest received on bank deposits. Future liquidity needs can potentially be met through equity raisings.

The following table details the Group’s undiscounted financial liabilities according to their contractual maturities.

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Within 1 Year 1 to 5 years Total2013

$2012

$2013

$2012

$2013

$2012

$

Financial liabilities due for paymentTrade and other payables 331,834 266,523 - - 331,834 266,523Total contracted outflows 331,834 266,523 - - 331,834 266,523

Financial assets – cash flows realisableCash and cash equivalents 1,586,368 2,147,777 - - 1,586,368 2,147,777Trade and other receivables 52,105 111,033 - - 52,105 111,033Restricted cash - - 89,335 219,834 89,335 219,834Total anticipated inflows 1,638,473 2,258,810 89,335 219,834 1,727,808 2,478,644Net inflow / (outflow) on financial instruments 1,306,639 1,992,287 89,335 219,834 1,395,974 2,212,121

Financial assets pledged as collateralCertain financial assets have been pledged as security for finance facilities associated with bank guarantees. The realisation of these financial assets into cash may be restricted and subject to terms and conditions attached to the relevant finance facilities. Refer to Note 9 for further details.

credit RiskExposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.

As the Group is yet to commence mining operations it has no significant exposure to customer credit risk. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk to the Group. Further information regarding Trade and Other receivables are detailed at Note 8.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset in the Statement of Financial Position.

The credit risk in relation to balances with banks is managed through the assessment of the credit quality of the institution with whom the funds are deposited. Currently the Group only invests cash with counterparties assessed with high credit ratings. Funds are transferred to Italy to meet the working capital needs of the controlled entity Energia Minerals (Italia) Srl. The cash needs of the controlled entity’s operations are monitored by the parent company and funds are advanced to the Italian operations as required.

The Directors believe this is the most efficient method of combining the monitoring and mitigation of potential credit risks arising out of holding cash assets in overseas jurisdictions, and the funding mechanisms required by the Group.

Credit Quality of Financial Assets ConsolidatedNote

2013 $

2012 $

Cash and cash equivalents- A-1+ rated 7 1,586,168 2,147,577

1,586,168 2,147,577

Restricted Cash- A-1+ rated 9 89,335 219,834

89,335 219,834

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25. aDDItIONal FINaNcIal INFORMatION OF tHE PaRENt ENtItyBelow are the additional disclosures for the parent entity, Energia Minerals Ltd required by Regulation 2M.3.01 of the Corporations Regulations 2001:

Financial Position Parent Entity2013

$2012

$

ASSETSCurrent Assets 1,619,371 2,255,359Non-Current Assets 2,154,532 2,525,234TOTAL ASSETS 3,773,903 4,780,593

LIABILITIESCurrent Liabilities 392,924 322,293Non- Current Liabilities - -TOTAL LIABILITIES 392,924 322,293NET ASSETS 3,380,979 4,458,300

EQUITYContributed equity 16,965,042 14,784,784Accumulated losses (14,138,583) (10,856,462)Share based payment reserve 554,520 529,978TOTAL EQUITY 3,380,979 4,458,300

FINANCIAL PERFORMANCENet loss for the year (3,282,120) (4,935,366)Other comprehensive income - -TOTAL COMPREHENSIVE LOSS FOR THE YEAR (3,282,120) (4,935,366)

Details of guarantees entered into by the parent entity in relation to debts of subsidiariesThe parent entity has provided a letter of financial support to its subsidiary Nickelex Pty Ltd whereby the parent entity will not demand repayment of its intercompany loan of $33,071 (2012: $33,071) before 30 September 2014 and agrees to provide funding to Nickelex Pty Ltd for approved expenditures. As at 30 June 2013, and at the date of this report, other than the loan from Energia, Nickelex Pty Ltd had no known liabilities (2012: Nil).

Details of any contingent liabilitiesThe details of contingent liabilities of the consolidated Group disclosed at Note 16 represent the contingent liabilities of the parent entity.

Details of any contractual commitments for acquisition of property, plant and equipmentThe details of commitments of the consolidated group disclosed at Note 15 represent the commitments of the parent entity.

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26. OPERatINg sEgMENtsIdentification of reportable segmentsThe Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Group operates predominantly in one business segment being mineral exploration and substantially all of the Group’s resources are utilised for this purpose. The Group undertakes mineral exploration in Australia and Italy. The geographical segments are identified as:

(i) Western Australia (ii) South Australia (iii) Italy (iv) Other (Northern Territory and Queensland)

Basis of accounting for purposes of reporting by operating segments(a) accounting policies adoptedUnless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

(b) segment assetsWhere an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

(c) segment liabilitiesLiabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables.

The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

• interest received, and

• Administration and other expenses not directly related to a specific segment.

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26. OPERatINg sEgMENts (cONtINuED)(d) segment Performance, assets and liabilities

30 June 2013

Western Australia

$

South Australia

$Italy

$Other

$Total

$

RevenueTotal segment revenue - - - - -Reconciliation of segment revenue to group revenueInterest received 73,622Other revenue 22,085Total group revenue 95,707

Segment net loss before tax (833,950) (1,286,654) (183,002) (81,422) (2,385,028)

Reconciliation of segment net loss before tax

Amounts not included in segment loss but reviewed by board

Unallocated items:- Administration (898,122)- Marketing (110,759)- Other income / (expenses) (29,554)

Net loss before tax from continuing operations (3,423,463)

Segment assets 1,491,215 106,158 223,510 - 1,820,883

Segment asset increases / (decreases) for the period

- write-off exploration assets - (412,518) - - (412,518)- foreign exchange translation - - 23,010 - 23,010- cash and cash equivalents - - 9,576 - 9,576- trade & other receivables - - 6,074 - 6,074- restricted cash (130,499) - - - (130,499)- plant & equipment (11,136) - - - (11,136)

(141,635) (412,518) 38,660 - (513,493)

Reconciliation of segment assets to group assetsUnallocated assets:

- cash and cash equivalents 1,576,285- trade and other receivables 43,085- restricted cash 68,834- plant and equipment 61,661

Total group assets 1,749,865

Segment liabilities 63,217 5,841 34,801 1,104 104,963Reconciliation of segment liabilities to group liabilitiesUnallocated liabilities:

- trade and other payables 235,552- provisions 66,005

Total group liabilities 406,520

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(d) segment Performance, assets and liabilities (continued)

30 June 2012

Western Australia

$

South Australia

$Italy

$Other

$Total

$

RevenueTotal segment revenue - - - - -Reconciliation of segment revenue to group revenueInterest received 204,082Other revenue 19,356Total group revenue 223,438

Segment net loss before tax (3,191,095) (568,094) (355,834) (24,786) (4,139,809)

Reconciliation of segment net loss before tax

Amounts not included in segment loss but reviewed by board

Unallocated items:- Administration (889,627)- Other income / (expenses) 55,459

Net loss before tax from continuing operations (4,973,977)

Segment assets 1,632,849 518,676 203,951 - 2,355,476

Segment asset increases for the period- capital expenditure 68,562 - - - 68,562

68,562 - - - 68,562

Reconciliation of segment assets to group assetsUnallocated assets:

- cash and cash equivalents 2,147,272- trade and other receivables 108,087- restricted cash 68,834- plant and equipment 65,048

Total group assets 4,744,717

Segment liabilities 90,703 7,693 24,316 - 122,712Reconciliation of segment liabilities to group liabilitiesUnallocated liabilities:

- trade and other payables 163,312- provisions 40,601

Total group liabilities 326,625

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74


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Directors Declaration

In accordance with a resolution of the directors of Energia Minerals Limited, I state that:

1. In the opinion of the directors:

(a) The financial statements and notes of the Group are in accordance with the Corporations Act 2001, including:

(i) Giving a true and fair view of the Group’s financial position as at 30 June 2013 and of its performance for the year ended on that date.

(j) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

(b) There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable, and

(c) The financial statements and notes comply with International Financial Reporting standards as set out in Note 2.

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 2013.

On behalf of the board

Tony IannelloChairman

19 September 2013

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Independent Auditor’s Report to the Members of Energia Minerals Limited

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ENERGIA MINERALS LIMITED

Report on the Financial ReportWe have audited the accompanying financial report of Energia Minerals Limited and its controlled entities (the consolidated entity), which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report The directors of the consolidated entity are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements and notes comply with International Financial Reporting Standards.

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

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

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

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

Auditors Opinion In our opinion:

(a) the financial report of the consolidated entity is in accordance with the Corporations Act 2001,including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June

2013 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;

and(b) the consolidated financial report also complies with International Financial Reporting Standards

as disclosed in Note 2.

licensees.

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Emphasis of matter We draw attention to Note 2 to the financial statements which describes the uncertainty related to the consolidated entity’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Report on the Remuneration ReportWe have audited the Remuneration Report included in pages 22 to 27 of the directors’ report for the year ended 30 June 2013. The directors of the consolidated entity 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 the consolidated entity for the year ended 30 June 2013 complies with section 300A of the Corporations Act 2001.

CROWE HORWATH PERTH


Signed at Perth, dated this 19th day of September 2013

Crowe Horwath Perth is a member of Crowe Horwath International, a Swiss verein. Each member firm of Crowe Horwath is a separate and independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees.





CROWE HORWATH PERTH



licensees.

24 30

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ASX ADDITIONAL INFORMATION 80

CORPORATE DIRECTORY 84

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asX aDDItIONal INFORMatIONAdditional information required by the Australian Securities Exchange and not shown elsewhere in this report is as follows. The information is current as at 17 September 2013.

(a) Distribution of shareholdersThe number of shareholders of ordinary shares, by size of holding are:

Fully PaidNumber of Shares Number of Holders Number of Shares

1 – 1,000 13 2,1891,001 – 5,000 28 102,0955,001 – 10,000 168 1,632,01510,001 – 100,000 429 16,459,629100,001 and over 137 158,099,080

775 176,295,008The number of shareholders holding less than a marketable parcel of shares are: 379 4,590,990

(b) twenty largest shareholdersThe names of the twenty largest holders of ordinary shares are:

Fully PaidNumber Percentage

1 UEQ Investments Pty Ltd 37,280,714 21.15%2 Jetosea Pty Ltd 27,138,718 15.39%3 Lujeta Pty Ltd 18,677,205 10.59%4 Bridgelane Capital Pty Ltd 4,799,128 2.72%5 Lomacott Pty Ltd as Trustee for Keogh Superannuation Fund 4,500,000 2.55%6 Skryne Hill Pty Ltd 3,000,000 1.70%7 Clodene Pty Ltd 2,801,096 1.59%

8 Kim Robinson & Jennifer Robinson as Trustee for Kim Robinson Super fund 4,923,109 2.79%

9 Lotaka Pty Ltd 2,168,239 1.23%10 Locope Pty Ltd 2,150,000 1.22%11 Salona Nominees Pty Ltd as Trustee for Harris Superannuation Fund 1,782,857 1.01%12 Boyton Jamie Phillip 1,666,666 0.95%

13 Adams Rex & Josephine Adams as Trustee for R & J Adams Superfund 1,624,141 0.92%

14 Gecko Resources Pty Ltd as Trustee for John Santul Superannuation Fund 1,498,325 0.85%

15 Onmell Pty Ltd as Trustee for ONM BP Superannuation Fund 1,474,141 0.84%16 Saga Trading Pty Ltd 1,224,141 0.69%18 Richard Light Super Pty Ltd as Trustee for Richard Light Superfund 1,200,000 0.68%18 Superpete Pty Ltd as Trustee for Peterson Superannuation Fund 1,090,461 0.62%19 Iannello Delia as Trustee for ADI Investment Account 1,052,857 0.60%20 Abn Amro Clearing Sydney 1,009,503 0.57%

121,061,301 68.66%


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(c) substantial shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

Number Percentage

UEQ Investments Pty Ltd 39,448,953 22.38%Charles Arve & Associates 29,939,814 16.98%Lujeta Pty Ltd 18,677,205 10.6%

(d) unquoted Equity securitiesDistribution of Option Holders

The number of option holders, by size of holding, in each class of option are:

Series NumberNumber of Options 1 2 3 4 5 6 7 8 9 10 11 12 13

1 – 1,000 - - - - - - - - - - - - -1,001 – 5,000 - - - - - - - - - - - - -5,001 – 10,000 - - - - - - - - - - - - -10,001 – 100,000 - - - - - - - - - - - - -100,001 and over 6 3 1 1 2 1 1 1 3 3 1 1 1

6 3 1 1 2 1 1 1 3 3 1 1 1

Terms of Unquoted Options on Issue

Series No. Number of Options Exercise Price Expiry Date Vesting Date

1 5,500,000 $0.225 8 July 2015 Not Applicable2 4,500,000 $0.25 26 October 2014 26 October 20103 500,000 $0.25 26 October 2014 Not Applicable4 250,000 $0.25 3 March 2015 3 March 20115 2,000,000 $0.30 26 October 2014 26 October 20116 500,000 $0.30 26 October 2014 Not Applicable7 250,000 $0.30 3 March 2015 3 March 20128 5,000,000 $0.30 24 June 2015 Not Applicable9 400,000 $0.30 30 June 2015 Not Applicable

10 1,250,000 $0.15 30 June 2015 30 June 201211 4,000,000 $0.10 30 April 2017 Not Applicable12 4,000,000 $0.20 30 April 2017 30 April 201313 4,000,000 $0.30 30 April 2017 30 April 2014

32,150,000


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asX aDDItIONal INFORMatION (cONtINuED)(d) unquoted Equity securities (continued)Holders With More Than 20% of Each Option Series

Option Series No. Option Holder Number of Options

1 SSB Trust 2,500,0002 SSB Trust 2,500,0002 Ian W Walker ATF The Elizabethan A/c 1,000,0002 Diplomat Holdings Pty Ltd ATF SuperMax RF 1,000,0003 Dr Leigh Bettenay 500,0004 Antonino Iannello 250,0005 Ian W Walker ATF The Elizabethan A/c 1,000,0005 Diplomat Holdings Pty Ltd ATF SuperMax RF 1,000,0006 Dr Leigh Bettenay 500,0007 Antonino Iannello 250,0008 Etruscan Gold Exploration Pty Ltd ATF The De Angelis Consulting Unit Trust 5,000,0009 Aleksis Aaltonen 250,0009 Nicole Lavagnino 150,000

10 Leigh Bettenay 750,00010 Jamie Armes 350,00011 Mr K Robinson & Mrs J Robinson as trustee for Kim Robinson Super Fund 4,000,00012 Mr K Robinson & Mrs J Robinson as trustee for Kim Robinson Super Fund 4,000,00013 Mr K Robinson & Mrs J Robinson as trustee for Kim Robinson Super Fund 4,000,000

(e) Voting RightsAll ordinary shares carry one vote per share. There are no voting rights attached to options in the Company. Voting rights will be attached to the unissued ordinary shares when options have been exercised.

(f) stock Exchange listingQuotation has been granted for 176,295,008 ordinary shares of Energia Minerals Limited on all member exchanges of the Australian Securities Exchange and trade under the symbol EMX.

(g) Restricted securitiesThe Company has no restricted securities.

(h) On Market Buy-backThere is no on-market buy-back currently being undertaken.


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(i) schedule of Mining tenements

Area of Interest Tenements Entity’s Interest Comments

Western Australia

Nyang E 08/1644 100% GrantedNyang E 08/1645 100% GrantedNyang E 08/1646 100% GrantedNyang E 08/2154 100% GrantedTable Top E 45/2886 100% GrantedGascoyne E09/1966 100% Granted

South Australia

Gawler Craton EL 5112 100% GrantedGawler Craton EL 5111 100% GrantedFrome EL 5239 100% GrantedFrome EL 4848 100% Granted

Queensland

Westmoreland EPM 15489 100% GrantedWestmoreland EPM 15491 100% Granted

Northern Territory

McArthur EL 25269 100% ApplicationMcArthur EL 25272 100% ApplicationAlice Springs EL 25264 100% ApplicationAlice Springs EL 25267 100% Application

Italy

Novazza N/A 100% ApplicationVal Vedello N/A 100% ApplicationGorno Decree 1633 100% GrantedGorno Decree 1571 100% GrantedGorno Decree 1629 100% GrantedGorno Decree 1632 100% GrantedGorno Decree 1630 100% GrantedGorno N/A 100% ApplicationGorno N/A 100% ApplicationGorno N/A 100% ApplicationGorno N/A 100% ApplicationGorno N/A 100% ApplicationVal Camonica Decree 13503 100% GrantedVal Camonica Decree 13500 100% Granted

NB: All tenements granted except those shown as “Application”.


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cORPORatE DIREctORyDirectorsMr Tony Iannello (Chairman)

Mr Kim Robinson (Managing Director)

Mr Ian Walker (Non-Executive Director)

Mr Max Cozijn (Non-Executive Director)

company secretaryMr Jamie Armes

Registered Office & Principal Place of BusinessSuite 6, Level 2 20 Kings Park RoadWest Perth WA 6005Tel: +61 8 9321 5000Fax: +61 8 9321 7177Email: [email protected]

share Register Security Transfer Registrars Pty Ltd770 Canning HighwayApplecross WA 6153Tel: +61 8 9315 2333Fax: +61 8 9315 2233

auditorsCrowe Horwath PerthLevel 6, 256 St Georges TerracePerth WA 6000Tel: +61 8 9481 1448

Internet addresswww.energiaminerals.com

stock Exchange listingAustralian Securities Exchange (ASX)ASX Code: EMX

ABN 63 078 510 988


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Energia Minerals projects in Australia and Italy

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energia minerals a: Suite 6, Level 2, 20 Kings Park Rd, West Perth WA 6005 PO Box 1785, West Perth WA 6872

t: +61 8 9321 5000

F: +61 8 9321 7177

E: [email protected]

W: www.energiaminerals.com

aX: EMX

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for personal use only - asx · million tonnes grading 330ppm u 3o 8 for 16.7 million pounds of...

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