Contents · HAMPTON HILL MINING NL Page 1 Contents Company Directory 2 Chairman’s Review 3 Exploration Report 4

HAMPTON HILL MINING NL

Page 1

Contents Company Directory 2 Chairman’s Review 3 Exploration Report 4 Directors’ Report 14 Corporate Governance Statement 17 Balance Sheet 18 Profit and Loss Statement 19 Statement of Cash Flows 20 Notes to and Forming Part of the Financial Statements 21 Directors’ Declaration 34 Independent Auditors Report to the Members 35 Schedule of Mining Tenements 36 Shareholder Information 38

Esperance

Albany

PERTH

Kalgoorlie

N.T.

QLD

N.S.W.

S.A.

VIC

Tas

Western Australia

PROJECTLOCATIONS

MT MONGER

LEINSTER

BARDOC

NORTHLANDER

WHITE WELL

Sylvania Dome

DUCHESS OF YORK

CAPRICORN

RYANSVILLE

GLENVIEW


Page 2

Company Directory DIRECTORS SHARE REGISTRY NEIL TOMKINSON SECURITY TRANSFER REGISTRARS PTY LTD Chairman 168 Adelaide Terrace PERTH WA 6000 WILSON S FORTE Phone: (08) 9221 4200 Managing Director Fax: (08) 9221 1581 JOSHUA N PITT AUDITORS Non-executive Director BDO

Chartered Accountants & Advisers 267 St Georges Terrace

PERTH WA 6000 COMPANY SECRETARY REGISTERED OFFICE PETER C RUTTLEDGE First Floor 10 Ord Street WEST PERTH WA 6005 Phone: (08) 9321 9811 Fax: (08) 9481 8445 Email: [email protected] STOCK EXCHANGE LISTING Hampton Hill Mining NL ordinary fully paid shares are listed on the Australian Stock Exchange.


Page 3

Chairman’s Review Despite the continuation of difficult market conditions throughout the year Hampton made considerable progress with its exploration efforts for gold and basemetals. Your company retains six large landholdings; three of which are the subject of joint ventures with major companies. The Exploration Report details significant drilling programs carried out by Goldfields Limited and Newcrest Mining Limited with over 5000 metres of reverse circulation and 3000 metres of diamond drilling completed on the Northlander, Ryansville and White Well projects. This involved significant expenditure particularly for a year which saw the disappearance from the mining board of a large number of small explorers. In its own right Hampton completed a broad scale auger drilling program over most of the ground within the Duchess of York project and contributed at the 75% level to substantial auger and reverse circulation drilling on the Capricorn project. After the close of the year, a new joint venture was announced to further explore the Glenview project for basemetals with a subsidiary of Teck Corporation. Teck is the controlling shareholder of Cominco Ltd., the world's largest zinc miner. The joint venture gives Teck the right to earn a 60% interest by expending $4,000,000 over five years. Work has already started on this exciting new enterprise. Hampton provides excellent leveraged exposure to gold and basemetal exploration through its major joint ventures. In addition, the Duchess of York and Ryansville gold projects and the Capricorn basemetal project are being advanced by the careful application of the company's own funds. A placement earlier in the year provided the necessary funding for the year's programs but a further modest fund raising will be required shortly despite cost cutting measures introduced by the board. With rising commodity prices signs are emerging that the economic environment for the junior mining and exploration companies is improving. Should this trend continue your company is well placed to benefit. Much of the credit for the quality of Hampton's suite of projects must be given to our Managing Director, Mr Wilson Forte who has worked tirelessly in difficult circumstances on behalf of the company. Your board appreciates that the share price of the company has remained weak and thanks shareholders for their continued support. This next year should see a high level of exploration activity on many of our projects and hopefully this will be reflected by an improvement in Hampton's sharemarket performance. Neil Tomkinson Chairman

Ex

Ag

AgU

U

U

UAf

Af

Af

Af

Af

Af

Af

Af

Af

Af

Ab

Ab

Ab Ab

Ab

U

H-Mg

H-Mg

H-Mg

Bv

Bv

Bv

Ab

AbAb

AbAb

Ab

Ag

As

AsAs

As

As

As

H-Mg

Ag

Ag

Af

Af

Af

6 620 000mN

6 610 000mN

6 600 000mN

330 000mE320 000mE

0 3

KILOMETRES

Zelukia S

hear

Kunanalling Shear Zone

Ab

Bla

ck F

lag

Faul

t

Roy

al S

tand

ard

Fau

lt

Ag

Ab

As

Bv

H-Mg

U

Af

Granite

Sediments

Felsic volcanics and sediments

Basalt

High Mg basalt

Mafic intrusives

Fault

Shear

Gold mineralisation

REFERENCE

Komatiite

Ag

Quarters

Henning

Racetrack

White Foil850 000ozto 120m

Gentle Annie

Black CatRayjax

Star of Fremantle

Kunanalling

GoldenKilometre

Golden Funnel

Christmas Gift

Cutters Ridge

GoldenKilometre

Area4million oz

Jenny Wren

GranophyreProspect

SylvestorProspect

AmphiboliteProspect

RayjaxProspect

South RayjaxProspect

NORTHLANDER PROJECTFigure 1:

Hornet - Rubicon

1 million oz

Raleigh750 000 oz

Kundana680 000 oz


Page 5

Exploration Report NORTHLANDER PROJECT The Northlander Project is strategically located 30 kilometres west of Kalgoorlie, in an area which has seen major recent gold discoveries such as Raleigh, White Foil, Golden Kilometre, Hornet and Rubicon as shown in Figure 1. The project covers the intersection of the northwest trending Kunanalling shear zone with the southern extensions of the northeast trending Black Flag and Royal Standard Faults. These are a control of gold mineralisation in the district. During the year Hampton expanded the Northlander joint venture with a subsidiary of Goldfields Limited (“Goldfields”) to include the Rayjax and Gentle Annie tenements in addition to the original Granophyre and Pillay tenements. Goldfields can earn a 51% interest by the sole expenditure of $1.75 million. Expenditure for the year was $0.95 million bringing total expenditure by Goldfields to $1.2 million. Should Goldfields complete their earn-in then Hampton will have the option of contributing at a 49% level or reducing to a 20% interest free-carried until a decision to mine at which time it may convert its interest to a production related royalty. Within the Northlander Project five mineralised trends have been identified: ?? Rayjax - Melva Maie ?? Granophyre ?? Amphibolite ?? Sylvestor ?? South Rayjax Exploration during the year has focussed on infill reverse circulation percussion and diamond drilling at the Rayjax-Melva Maie and the completion of auger soil sampling and rotary airblast drill testing of the Sylvestor and South Rayjax prospects. At the Rayjax-Melva Maie, 23 diamond drill holes totalling 2850 metres and 48 reverse circulation percussion drill holes totalling 4240 metres were completed. Excellent continuity of the stacked gold bearing quartz veins down dip was demonstrated and these were shown to extend to greater depths than previously indicated. Gold resource calculations will take place after completion of further confirmatory drilling. Diamond drilling of the ultramafic footwall to the main host rock gabbro returned 11 metres averaging 3.5 grams per tonne gold from 408 metres down hole in steeply dipping quartz veins. The dip of these veins is in contrast to the stacked shallow dipping veins in the gabbro which were the main source of past production. These flatly dipping stacked veins returned some particularly exciting results including 2 metres averaging 56.7 grams per tonne gold from 36.5 metres. Additional drilling is required to define the boundaries of the Rayjax mineralisation including depth extensions. Potential for more mineralisation also lies to the north and northeast of Rayjax where shallow ore grade intercepts persist. Further potential for economic gold mineralisation also exists along the northerly and south-westerly extensions of the Rayjax gabbro away from the historic Rayjax mine. At the Amphibolite and Granophyre Prospects diamond drilling has commenced. These are the first diamond holes to be drilled on the prospects. The aim of the diamond drill holes is to determine the orientation of the structures hosting gold mineralisation intersected in previous reverse circulation percussion drill holes.

Af

Ag

Ag

AfAu

Aod

Af

As

As

As

Ab

Ab

Ag

AgAf

Af

Ab

AbAb Ab

Ab

Aod

Ag

Ag

Ag

Ag

Ag

Af

Ab

As

Ab

AbAbAod

Af

As Ab

AbAb

Ab

Ab

Ab

Ab

Ab

AfAf

Aod

Ab

Ab

Ab

Af

Ab

Ag

Ado/Au

Af

Aod

Ab

Ag

As

Au

o

o

AsAb

Ab

0

Mt. MulcahyCu

10

KILOMETRESBig Bell

Cuddingwarra

Mindoolah

Ryansville

Glenview Prospect

Chesterfield

Jillewarra

Range WellIntrusion

Sediments

Felsic volcanics and tuffs

Dolerite/gabbro

Mafic volcanics

Major fault

REFERENCE

Gold mine

Granitoid

Excision

Ultramafics

Hercules

Ulysses Shear Zone

GLENVIEW PROJECT

Hampton Hill Mining NL(100%)

White Well JV (Newcrest earning 70%)

Little MinjahBore Prospect

RYANSVILLE PROJECT

Glenview JV(Teck earning 60%)

WHITE WELL JV

Ulysses EastProspect

26 00’S

117 30’E

WHITE WELL, GLENVIEW AND RYANSVILLE PROJECTSFigure 2:

Zapata SouthProspect


Page 7

Exploration Report At the Amphibolite Prospect, diamond drilling will follow up on an intercept of one metre of silicified porphyry which returned a maximum repeatable assay of 185 grams per tonne gold from which coarse gold can be panned. This assay is within an interval of which the remaining 6 metres average one gram per tonne gold, indicating the potential for the system to host good widths of economic mineralisation. The Granophyre Prospect gold mineralisation is hosted in the granophyric gabbro unit on the western limb of the Powder Sill. This granophyric unit hosts the recently discovered major White Foil deposit located 12 kilometres to the southeast, on the eastern limb of the folded Powder Sill. The diamond drilling at the Granophyre Prospect will follow up 2 metres averaging 4.5 grams per tonne gold from 60 metres. This result was considered to be particularly encouraging because the mineralisation was associated with strong pyrrhotite-pyrite-silica alteration hosted by granophyric gabbro. Ninety rotary air blast holes totalling 2802 metres were drilled at the Sylvestor and South Rayjax Prospects during the year. Drilling at the Sylvestor Prospect was designed to follow up a 20 parts per billion auger gold anomaly extending over 600 metres long by 250 metres wide immediately to the northwest of the old Black Cat workings. The best result was 4 metres averaging 2.3 grams per tonne within a 20 metre zone averaging 0.7 grams per tonne from 12 metres. Thirteen other holes from this prospect returned intersections anomalous in gold. These anomalous results are associated with a series of thrust stacked porphyry intrusions amongst variably sheared and altered komatiite within the core of the Kunanalling shear zone. A 6000 metre rotary airblast drilling program is planned to follow up the encouraging results from the Sylvestor Prospect and the southeasterly extension of the Black Cat trend of mineralisation and gold in soil anomalies on the southwest extensions of the Rayjax gabbro. The quartz veined, sheared, granite margin at the South Rayjax Prospect is thought to be a southerly extension of the Black Flag fault, which is a control of gold mineralisation in the region. There are old gold workings on this contact two kilometres southwest of the project boundary indicating the prospectivity of this fault. The drilling programs planned for the Northlander Project ensure an exciting exploration period ahead. GLENVIEW PROJECT The Glenview Project which is located 50 kilometres northwest of Cue (see Figure 2) has the potential for both a volcanic hosted massive sulphide basemetal deposit similar to the Golden Grove copper-zinc mine near the township of Yalgoo and for gold mineralisation. Hampton has recently announced the signing of a joint venture agreement on the Glenview Project with Teck Australia Minerals Pty Ltd, a wholly owned subsidiary of the large diverse Canadian mining company Teck Corporation (Teck). The agreement is a significant success for Hampton as this joint venture represents Teck’s first base metal exploration investment in Australia. Teck is the controlling shareholder of Cominco Ltd, the worlds biggest zinc miner and PacMin Mining Corporation Ltd which owns gold mines at Tarmoola and Carosue Dam, in Western Australia. Under the terms of the Glenview joint venture Teck has the right to earn 60% interest in the project by expending $4 million within 5 years. Thereafter Teck can earn an additional 15% interest in the project by completing a feasibility study within 3 years. Felsic volcanic rocks prospective for massive sulphide mineralisation are evident at both the Glenview and Twisted Tree Prospects (See Figure 3). To date drilling at Glenview has returned encouraging


Page 8

Exploration Report

intersections including 3.5 metres averaging 8.7% copper. Drilling extending over five kilometres of strike has shown that the alteration system and mineralisation are extensive and open along strike and down-sequence. Mineralisation is present in veins and disseminations accompanied by combinations of sericite, silica, chlorite, and carbonate alteration of the host felsic volcanic and volcanoclastic rocks. The veins may be interpreted as stringers, which are characteristics of the footwall rocks of many volcanic hosted massive sulphide deposits. Isotopic studies confirm the mineralisation is similar in type and age to that of the Golden Grove copper-zinc mine near Yalgoo. A geological consultant who was involved in recent exploration successes at Golden Grove has been commissioned to relog the Glenview diamond core with a view to determining vectors to volcanogenic massive sulphide deposits. A 130 hole rotary airblast and aircore drilling program has commenced to test down stratigraphy from the known mineralisation at Glenview. Studies of other volcanogenic massive sulphide deposits show they are commonly stacked stratigraphically above each other. Exploration to date at Glenview has concentrated on only the upper 500 metres of a prospective volcanogenic pile, which is up to 3.5 kilometres in thickness above a granitoid. At Golden Grove, the volcanogenic copper zinc deposits are about 1.3 kilometres above a granitoid. Although no economic copper or zinc mineralisation has been found to date, the broad zones of altered felsic volcanic rocks intersected have confirmed the prospectivity and large dimensions of the system. Regional exploration of the felsic volcanic package has also revealed other, untested zones with elevated geochemical values.

7 020 000mN

7 015 000mN

0

REFERENCE

Gold mine

Excision

Aquarius

Glenview

Pisces

Aries

Twisted Tree

Taurus

Gemini

Libra

CancerYellow Ochre

E20/450

E20/208 E20/208

M20/311

MINDOOLAHAg

Fault

AgAg

Ag

Af

Af

Af

Af

Af

Af

AfAf

AfAf

Granitoid outcrop

Concealedfelsic volcanic target

Felsic volcanic outcrop

Banded IronFormation outcrop

Diamond drillhole

Other drillholes

Inferred Granitoid Contact

545 000mE 550 000mE 555 000mE

METRES

1000

GLENVIEW PROJECTFigure 3:


Page 9

Exploration Report RYANSVILLE PROJECT The focus for gold exploration in the Ryansville Project is the major east-northeast trending Ulysses shear zone along the southern flank of the Weld Range (see figures 2 and 4). Most of this shear zone is obscured by surficial cover and was therefore passed over by early prospectors. Gold mineralisation at the nearby old Hercules and Ryansville gold mines is controlled by cross fractures adjacent to the Ulysses shear zone. During the year Newcrest completed a four hole reverse circulation percussion drill hole program for a total of 707 metres drilled into two targets at the Ulysses East Prospect selected on the coincidence of anomalous gold and strong arsenic values from previous drilling, proximity to faulted offsets in banded iron formation interpreted from detailed aeromagnetic data and the presence of strong alteration including pyritisation, silicification and quartz veining. Three of the four holes intersected anomalous gold mineralisation with the best result being 9 metres averaging 0.6 grams per tonne gold from 73 metres. Most of the anomalous intercepts were associated with an oxidized banded iron formation. Newcrest withdrew from the Ryansville Project, which formed part of the White Well joint venture, before year’s end. Since Newcrest’s withdrawal Hampton has reassessed the exploration results. Part of this investigation included re-examination of a 38.5 metre section of core. This section exhibited a banded iron formation intensely altered by quartz carbonate accompanied by pyrite, pyrrhotite and arsenopyrite alteration. The alteration and the accompanying patchy gold mineralisation included one metre grading 3.8 grams per tonne gold from 313 metres. This was found to contain about 25%

Exploration Report

558 500mE

7 013 500mN

7 011 500mN

0

REFERENCE

Banded Iron Formation

4m @ 0.22g/t Au from 46m5m @ 0.32g/t Au from 55m

6m @ 0.84g/t Au from 63m




20m @ 0.20g/t Au from 27m Fault

Drillholes into Fresh Bedrock

Diamond drillholeOther drillholes

UEC0011m @ 3.8g/t Au from 313m

556 500mE

METRES

500

Au >20ppb in WeatheredRock Contour

ULYSSES EAST PROSPECTFigure 4:

121°30'E 122°00'E

30°30'S

31°30'S

31°00'S

KurnalpiGoldenKilometre

Kundana

White Foil

Kalgoorlie

Coolgardie

Randalls

Mt Monger

Kambalda Lake

Lefroy

Lake

Cowan

Lake Owen

Lake

Yindarlgooda

KILOMETRES

0 20

Ag

Ag

Ag

Ag

Ag

Ag

Ag

Ag

Ag Ag

Ag

Ag

Ag

Ag

Ag

Ag

Ag

AgAg

Ag

Granitoid

Major fault

Trust

Ag

Am

As

Tenement boundary

As

As As

As

As

As

As

AsAs

Am

Am

Am

Am

Am

Am

AmAs

Am

AmAs

As

Am

Am

Am

AmAm

Am

Am

Am

As

As

As

AmAm

Am

Am

Ag

As

As

Am

Am

Am

AmAs

As

As

As

As

As

As

Ag

As

As

As

As

As

As Am

As

Am

Am As

Am

Am

Am

Am

As

As

Am

Am

Am

As

As As

As

As

Am

Am

Am

Sedimentary andfelsic volcanics

Mafic and ultramafic

Gold Mines and Prospects

Kanowna Belle

As

NORTHLANDERPROJECT

DUCHESS OF YORKPROJECT

REFERENCE

Figure 5: DUCHESS OF YORK AND NORTHLANDER PROJECTS


Page 10

Exploration Report

coarse-grained massive arsenopyrite. To determine the possible tenure of a massive sulphide replacement orebody in the banded iron formation the sulphides were separated in a laboratory and analysed separately. The sulphide fraction assayed a very encouraging 16 grams per tonne. The style of alteration and the attendant patchy gold mineralisation is considered to be similar to that recorded in close proximity to and between ore shoots at Hill 50 mines at Mt Magnet. Hampton plans to implement a trial ground based induced polarisation geophysical program over the area surrounding this interesting diamond intercept to see if a conductive body is present in the vicinity. As the only sulphides noted to date in the area have been associated with gold mineralisation any conductive body may well host gold mineralisation. WHITE WELL JOINT VENTURE The White Well Joint Venture located about 60 kilometres west-northwest of Meekatharra is depicted on Figure 2. Newcrest can earn a 70% interest in the White Well joint venture by the sole expenditure of $3.5 million. After Newcrest has earned it’s interest in the project, Hampton has the right to exchange its 30% contributing interest for a 10% free carry to a decision to mine. At the Zapata South Prospect Newcrest plan infill aircore drilling to follow up a 2 kilometre by 200 metre gold anomaly. The anomaly is defined by gold bedrock values of greater than 100 parts per billion gold from previous Newcrest and CRAE drilling. At the Little Mingah Bore Prospect wide spaced aircore drilling returned 7 metres averaging 0.3 grams per tonne gold from 66 metres. The adjacent hole, 200 metres west, returned 20 metres averaging 0.2 grams per tonne gold from 52 metres mainly hosted in Tertiary channel fill clays overlying black shale. Infill drilling is planned by Newcrest to follow up these encouraging results. Hampton have a 100% interest in an exploration licence application which covers possible extensions of the Toonjie Bore Prospect and 12 kilometres of the western extension of the Mingah Range greenstone belt. DUCHESS OF YORK Hampton’s 100% owned Duchess of York Project is comprised of two adjoining exploration licences which abut the eastern margin of the Mt Monger gold mining centre, plus the Duchess of York tenements as shown in Figure 5. The Project covers a large portion of the closure of the Bulong anticline. In the Mt Monger to Randalls area most of the mines are aligned along north-north westerly striking shear zones which are parallel to the axial plane cleavage of the Bulong anticline. The sequence has been intruded by granitoid plugs which are thought to be related to the intrusion in the core of the Bulong anticline structure about 12 kilometres north of Hampton’s tenements. The tenements are therefore considered to be in a similar structural setting to the Kanowna Belle gold deposit situated north of Kalgoorlie. Mapping of the project by Hampton has shown that the Duchess of York and Hickman’s Find gold prospects occur on or near the thrust faulted and folded contact between felsic rocks to the north and a predominantly komatiite basalt sequence to the south. This komatiite basalt sequence has been intensely carbonate and chlorite altered near the thrust. The western portion of this highly prospective alteration zone which is concealed by alluvial sediments has not been drilled within Hampton’s tenements. An extensive auger soil sampling program has recently been completed over much of the project area. Nine gold in soil anomalies were located with values ranging up to 174 parts per billion gold. These anomalies include an interesting soil value of greater than 50 parts per billion gold. This anomaly is 500 metres long, north-northwest trending and located 1.5 kilometres south of the Duchess of York gold prospect. Field inspection of these anomalies in conjunction with aircore drill testing of the highly prospective north trending Salt Creek fault zone is planned.

1000

1000

1000

1000

500

500

500

500

Trac

k

0 m

RL

200

mR

L

9 800N

9 600N 60

55

3530

75

50

45

97C

PD1

MR

C1

MR

C2

Dip

and

str

ike

RE

FE

RE

NC

E

Chl

orite

sch

ist,

cher

t.

Che

rt /

quar

tzite

Maf

ic u

ndiff

eren

tiate

d

B

A

Fau

lt de

finite

, int

erpr

eted

40

0 ME

TR

ES50

97C

PC1

97C

PC2

Dril

lhol

e in

terc

ept

met

res

at %

zin

c, %

bar

ium

, % le

ad

98C

PC4

98C

PC8

98C

PC9

98C

PC7

98C

PC6

98C

PC5

98C

PC3

98C

PC1

San

dsto

ne /

pelit

e

[Projected

from 11585E]

[Projected

from 11,620E]

Base

of o

xida

tion

SE

CT

ION

11

600E

AZ

IMU

TH

6°

AB

175m

292.

1m

99m

79m

61m@

0.38%

Zn 0.

64% B

a

5m@

1.48%

Zn 1.

71% B

a 0.21

% Pb

4m@

0.20%

Zn

27m@

0.30%

Zn 0.

29% B

a

7m@

0.14%

Zn

7m@

0.48%

Zn 0.

12% B

a

4m@

0.69%

Zn 0.

13% B

a

4m@

0.10%

Zn 0.

12% B

a

ME

TR

ES

050

97CPC1

97CPC2

97CPD1

8m @

0.16

% Zn

incl 2

m @ 3.

1%11

[email protected]% Zn

incl 2

[email protected]%

8m@

1.95%

Zn

incl 2

m@6%

98CPC5

[email protected]

% Zn

incl 1

[email protected]%

Mct

Mqt

Mqt

Mqt

Mct

Mcl

Mqt

Mct

Mam

Mam

Mcl

Mam

Mam

Mct

Mqt

Mcl

Mqt

Mct

Mct

Zin

c pp

m c

onto

ur fr

om c

ombi

ned

soil,

auge

r be

droc

k an

d ch

anne

l sam

plin

g

Mqt

98C

PC2

Mct

201

500m

E20

2 00

0mE

202

500m

E

7 4

03 0

00m

N

7 4

02 7

00m

N

Cha

rgea

bilit

y an

omal

y

Mcl

CAPRICORN PROJECT - CENTIPEDE PROSPECTFigure 6:

98C

PC10

Pre

200

0 R

C d

rillh

ole

Rec

ent R

C d

rillh

ole

00C

PC12

00C

PC13

00C

PC14

00C

PC11

00C

PC15


Page 12

Exploration Report CAPRICORN PROJECT The Capricorn Project is situated 50 kilometres southeast of Newman in the East Pilbara of Western Australia. It covers part of a geological feature known as the Sylvania Dome. Hampton has a 75% interest in this project which is in joint venture with the unlisted company, Metallica Pty Ltd. The main focus of exploration in the Capricorn Project is the Centipede Prospect which is thought to be highly prospective for economic stratiform zinc mineralisation (See Figure 6). Soil sampling outlined a 3-kilometre long soil anomaly with high zinc, copper, lead, and barium results. Follow up drilling in the last two years which comprised one diamond and 12 reverse circulation percussion drill holes totalling 1815 metres returned encouraging intersections of zinc mineralisation such as 8 metres of 2% zinc from 121 metres, including 2 metres of 6.2% zinc from 124 metres and, 1 metre of 11% zinc with 98 grams per tonne silver from 93 metres. The zinc mineralisation is accompanied by anomalous lead (mainly less than 1%) and barium. It is hosted by sulphidic quartzite, recrystallised chert, and at several levels in underlying silica rich zones within quartz biotite schists.

During the year, 170 auger bedrock holes totalling 217 metres were drilled. This program demonstrated that anomalous zinc and copper values extend well into the footwall of the previously drilled sections. The best result from this drilling was 0.8% zinc and this anomalism was further supported by channel samples of outcrop which returned assays up to 1.2% zinc. Twelve samples, which contained high zinc values, were analysed for barium returning up to 1.2%.

Hampton has drilled five reverse circulation percussion drill holes totalling about 800 metres and intersected further broad zones of anomalous but sub-economic zinc.

OTHER PROJECTS Hampton has a 20% contributing interest in the Leinster Project with Dalrymple Resources NL owning 20% and LionOre Australia managing the project and owning a 60% interest. It is located near Leinster, Western Australia directly south of WMC Ltd’s Weebo nickel sulphide project.

Last year LionOre drilled 14 rotary airblast holes totalling 621 metres to test the Golden Triangle North Prospect together with a reconnaissance traverse in the Weebo area. Anomalous nickel-copper-chrome analyses were returned from ultramafic rocks. These elevated results suggest that the ultramafic rocks may be a southern extension of the Weebo nickel sulphide bearing stratigraphy. Two traverses of three infill angled rotary airblast drill holes confirmed the presence of anomalous nickel-copper-chrome. Hampton has a $22.50 per ounce royalty on any production after the first 100,000 ounces of gold has been mined from the Grace Darling tenements which formed Hampton’s Bardoc Project and are now owned by Third Rail Limited (formerly AMX). The Company also holds a royalty of $1.00 per tonne gold ore up to 100,000 tonnes then $2.00 per tonne thereafter over a tenement at Mount Monger owned by Solomon (Australia) Pty Ltd. ______________________________ WILSON S FORTE Managing Director This report has been compiled by a person who is a corporate member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists and who has a minimum of five years experience in the field activity in which he is reporting.


Page 14

Directors’ Report The Directors present their report on the accounts of the Company for the year ended 30 June 2000. DIRECTORS The names of the Directors of Hampton Hill Mining NL during the whole of the financial year and up to the date of this report are: Neil Tomkinson LLB (Hons), Chairman Mr Tomkinson (57) has extensive experience in the administration of and investment in exploration and mining companies. He is a director of Dalrymple Resources NL and is an investor in private mineral exploration and in resources in general in Australia. Wilson Stanley Forte Bsc Hons (UWA), MAusIMM, MAIG, Managing Director Mr Forte (51) is a Western Australian geologist with more than twenty five years experience in mineral exploration in Australia, Southern Africa and Iran. For the past 18 years he has mainly worked on the evaluation of gold projects in Western Australia. Joshua Norman Pitt Bsc, MAusIMM, Director Mr Pitt (51) is a geologist with substantial exploration experience who has for more than twenty years been a director of exploration and mining companies in Australia. He is a director of Dalrymple Resources NL. Mr Pitt is currently involved in substantial private mineral exploration and also in resource investment. Mr Donald Mark Okeby resigned as a director on 8 October 1999. PRINCIPAL ACTIVITIES The principal activities of the Company during the financial year consisted of basemetal and gold exploration. There has been no significant change in these activities during the year. RESULTS The operating loss after tax for the financial year was $406,817 (1999 $669,971), of which $224,352 (1999 $500,123) related to exploration expenditure written off. DIVIDENDS The directors do not recommend the payment of a dividend. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD AND LIKELY DEVELOPMENTS There are no matters or circumstances which have arisen since 30 June 2000 that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Other than the operating results and the issue of 3,400,000 shares at 10 cents each by way of a placement in January 2000 to raise $326,400 net of costs, there were no significant changes in the state of affairs of the Company during the year.


Page 15

Directors’ Report (continued) REVIEW OF OPERATIONS The Company has continued with exploration activities on its mineral tenements during the past financial year. MEETINGS OF DIRECTORS The following table sets out the number of meetings of directors held during the year ended 30 June 2000 and the number of meetings attended by each director:

Full Meetings of Directors While a Director

Number of Meetings Attended

W S Forte 4 4

N Tomkinson 4 4

J N Pitt 4 4

D M Okeby 1 0 DIRECTORS’ AND EXECUTIVES’ EMOLUMENTS The Managing Director, Mr W S Forte, was the only executive of the company to receive emoluments and was a full time employee of the Company up until 14 March 2000. His remuneration was the subject of annual review by the non-executive Directors and was arrived at by reference to industry standards taking into account his executive duties and responsibilities. The remuneration consisted of a basic salary package including superannuation, the provision of a Company owned vehicle, the prime purpose of which was for use in exploration activities, and the allotment of options as part of a staff incentive scheme. Since March 2000 Mr Forte has been engaged on a part-time basis through a contract with a company of which Mr Forte is a shareholder and director. Details of this arrangement are set out in Note 13 to the financial statements. Details of the nature and amount of the emoluments paid to the Managing Director are set out in Note 13 to the financial statements. The two non-executive directors received no emoluments during the year. DIRECTORS' BENEFITS Other than as outlined in Note 17 to the financial statements since 30 June 1999 no director of the Company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or receivable by a Director shown in Note 13 to the financial statements), by reason of a contract that the Director, a firm of which he is a member or an entity in which he has a substantial financial interest, has made (during the year ended 30 June, 2000 or at any other time) with: (a) the Company, or

(b) an entity that the Company controlled or a body corporate that was related to the Company when the contract was made or when the Director received, or became entitled to receive, the benefit.

PARTICULARS OF DIRECTORS’ INTERESTS IN SHARES IN THE COMPANY Ordinary Shares Options J N Pitt 21,144,194 12,771,667 W S Forte 2,410,000 1,000,000 N Tomkinson 21,144,194 -


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Directors Report (continued) AUDIT COMMITTEE The Company is not of a size nor are its financial affairs of such complexity to justify a separate audit committee of the Board of Directors. All matters that might properly be dealt with by such a committee are the subject of scrutiny at full board meetings. SHARE OPTIONS Options to take up ordinary fully paid shares in the Company at the date of this report are as follows:

Number of Options Exercise Price Expiry Date

18,000,000 $0.30 30/12/2001 500,000 $0.20 1/10/2000 600,000 $0.20 27/11/2003 600,000 $0.20 26/11/2004

None of the options referred to above had been exercised at the date of this report. 1,000,000 options expired on 7 October 1999 and 50,000 options issued to a member of staff on 27 November 1998 expired on account of their not having been exercised within 6 months of the holder ceasing to be engaged by the Company. Particulars of options granted to Directors or Director-related entities are shown in Note 13 to the financial statements. The names of all persons who currently hold options are entered in the register kept by the Company pursuant to section 170 of the Corporations Law and inspection of the register and of the documents kept pursuant subsection 170 (3) may be made free of charge. No person entitled to exercise any option above has or had, by virtue of the option, a right to participate in any share issue of any other body corporate. ENVIRONMENTAL REGULATIONS The mining leases, exploration licences and prospecting licences granted to the Company pursuant to the Mining Act (1978) (WA) are granted subject to various conditions which include standard environmental requirements. The Company adheres to these conditions and the Directors are not aware of any contraventions of these requirements. Signed in accordance with a resolution of Directors J N PITT ............................................................... J N PITT DIRECTOR Perth, 22 September 2000


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Corporate Governance Statement for the year ended 30 June 2000

This statement outlines the main corporate governance practices of the Company. BOARD OF DIRECTORS The Directors of the Company in office at the date of this statement are set out in the Directors’ Report. Because of the limited size of the Company, its financial affairs and its operations, the use of separate committees of the Board of Directors is not considered appropriate. All matters that might properly be dealt with by such committees are dealt with by the Board of Directors. Corporate governance matters which are considered and where necessary dealt with by the Board are as follows: (a) Nominations and composition of the Board

The composition of the Board is reviewed regularly to ensure that the range of expertise and experience of Board members is appropriate for the activities and operations of the Company. (b) Independent Professional Advice Each Director has the right to seek independent professional advice at the Company’s expense. Prior approval of the Chairman is required and will not be unreasonably withheld. (c) Remuneration

The review of remuneration packages and policies applicable to executives and Directors themselves is carried out by the Board on an annual basis. Details of Directors’ remuneration are set out in the Notes to the Financial Statements. (d) Internal Controls Due to the small size of its operations, the relative lack of complexity of its financial affairs and the small number of staff employed the Company has no substantial need for formal internal control procedures and an internal audit function. Authorisation of major expenditure items or commitments require full Board approval and all other normal operating expenditure and funds transfers require approval/authorisation by at least two Directors, officers or executives of the Company. Detailed monthly management accounts are prepared for the information of the Directors. (e) External Audit

After completion of the half-year audit review and the annual audit a meeting between the external auditors and the executive Directors and company secretary is arranged. Recommendations and other matters arising from the audit are reviewed and reported to the Board in due course. Consideration is given by the Board to these recommendations and where appropriate they are implemented. The Board also assesses the adequacy of the existing audit arrangements and annually reviews the nomination of the external auditors. (f) Business Risks and Finance The identification and development of strategies to mitigate risks affecting operations is the responsibility of the Board. The Board also deals with the acquisitions and disposals of businesses and assets and with any financing arrangements of the company.


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Balance Sheet as at 30 June 2000

Note 2000 1999 $ $ CURRENT ASSETS Cash 5 18,958 44,598 Trade and other receivables 6 263,995 156,426 _________ _________ TOTAL CURRENT ASSETS 282,953 201,024 _________ _________ NON-CURRENT ASSETS Property, plant and equipment 7 8,277 13,877 Exploration and evaluation 8 4,406,976 4,538,721 _________ _________ TOTAL NON-CURRENT ASSETS 4,415,253 4,552,598 _________ _________ TOTAL ASSETS 4,698,206 4,753,622 _________ _________ CURRENT LIABILITIES Trade and other payables 9 61,417 30,364 Provisions 10 (229) 823 _________ _________ TOTAL CURRENT LIABILITIES 61,188 31,187 _________ _________ NON-CURRENT LIABILITIES Provisions 10 - 5,000 _________ _________ TOTAL NON-CURRENT LIABILITIES - 5,000 _________ _________ TOTAL LIABILITIES 61,188 36,187 _________ _________ NET ASSETS 4,637,018 4,717,435 ======== ======== SHAREHOLDERS’ EQUITY Share capital 11 7,455,401 7,129,001 Accumulated losses (2,818,383) (2,411,566) ________ ________ TOTAL SHAREHOLDERS’ EQUITY 4,637,018 4,717,435 ======== ======== The above balance sheet should be read in conjunction with the accompanying notes


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Profit and Loss Statement for the year ended 30 June 2000

Note 2000 1999 $ $ Operating loss before income tax 3 406,817 669,971 Income tax attributable to operating loss 4 - - ________ ________ Operating loss after income tax 406,817 669,971 Accumulated losses at the beginning of the financial year 2,411,566 1,741,595 ________ ________ Accumulated losses at the end of the financial year 2,818,383 2,411,566 ======== ======== The above profit and loss statement should be read in conjunction with the accompanying notes.


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Statement of Cash Flows for the year ended 30 June 2000

Note 2000 1999 Inflows Inflows (Outflows) (Outflows) $ $ Cash flows from operating activities: Payments to suppliers and employees (201,890) (181,520) Exploration expenditure (147,855) (365,894) Exploration expenditure recovery 89,957 116,187 Interest received 10,318 17,919 ________ ________ Net cash outflow from operating activities 20 (249,470) (413,308) ________ ________ Cash flows from investing activities: Payment for exploration property (15,000) (20,000) Payment for property, plant & equipment (3,144) (956) Proceeds from sale of exploration property 15,000 - ________ ________ Net cash inflow/(outflow) from investing activities (3,144) (20,956) ________ ________ Cash flows from financing activities: Proceeds from issue of shares 326,400 - ________ ________ Net cash inflow from financial activities 326,400 - ________ ________ Net increase/(decrease) in cash held 73,786 (434,264) Cash at the beginning of the financial year 194,000 628,264 ________ ________ Cash at the end of the financial year 5 267,786 194,000 ======== ======= Non-cash financing and investing activities 21 The above statement of cash flows should be read in conjunction with the accompanying notes


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Notes to and Forming Part of the Financial Statements for the year ended 30 June 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements constitute a general purpose financial report and have been prepared in accordance with the relevant Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Law. The financial statements are prepared in accordance with the historical cost convention. Unless otherwise noted, the accounting policies adopted are consistent with those of the previous year. The financial statements have been drawn up on a going concern basis on the understanding that should the Company find it necessary to raise further capital to continue its operations it would be able to do so. (a) Income Tax The Company adopts the liability method of tax effect accounting procedures whereby the income tax expense in the profit and loss account is matched with the accounting profit (after allowing for permanent differences). The future tax benefit relating to tax losses is not carried forward as an asset unless the benefit can be regarded as being virtually certain of realisation. Income tax on net cumulative timing differences is set aside to deferred income tax and future tax benefit accounts at the rates which are expected to apply when those timing differences reverse. The current tax rates have been used for this purpose. (b) Interest Interest is brought to account as income over the term of each financial instrument on an accrual accounting basis. (c) Depreciation Depreciation is calculated on a straight line or diminishing value basis so as to write off the net cost of each fixed asset over its effective life. The depreciation rates are as follows: Plant and Equipment 13% to 27% straight line Motor Vehicles 15% straight line (d) Cash For purpose of the statement of cash flows cash includes deposits at call which are readily convertible to cash on hand and which are used in the cash management function on a day-to-day basis, net of outstanding bank overdrafts. (e) Bills of Exchange Bills of Exchange have been purchased at a discount to face value. They are carried at cost. The discount is brought to account as interest received over the remaining term of the bill. (f) Exploration and Evaluation Exploration and evaluation expenditure incurred by or on behalf of the Company is accumulated separately for each area of interest. Such expenditure comprises net direct costs, and an appropriate portion of related overhead expenditure, but does not include general overheads or administration expenditure not having a specific nexus with a particular area of interest.

Notes to and Forming Part of the Financial Statements


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for the year ended 30 June 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (f) Exploration and Evaluation (continued) Exploration and evaluation expenditure for each area of interest is carried forward where rights to the tenure of the area of interest are current and costs are expected to be recouped through revenue derived from the area of interest or sale of that area of interest, or exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation expenditure for an area of interest which does not satisfy the above policy is not carried forward as an asset. (g) Valuation of Non-Current Assets other than Exploration and Evaluation The carrying amounts of all non-current assets other than exploration and evaluation expenditure are reviewed at least annually to determine whether they are in excess of their recoverable amount. If the carrying amount of a non-current asset exceeds the recoverable amount the asset is written down to the lower value. In assessing recoverable amounts the relevant cash flows have not been discounted to their present value. (h) Earnings per Share (i) Basic Earnings per Share Basic earnings per share is determined by dividing the operating profit after income tax by the

weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted Earnings per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by

taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.

(i) Trade and Other Creditors These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition. (j) Employee Entitlements (i) Wages and Salaries and Annual Leave Liabilities for wages and salaries and annual leave are recognised and are measured as the amount unpaid at the reporting date at current pay rates in respect of employees’ services up to that date.


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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Employee Entitlements (continued) (ii) Long Service Leave

A liability for long service leave is recognised and is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using interest rates on national government guaranteed securities with terms to maturity that match as closely as possible the estimated future cash outflows.

2000 1999 $ $ NOTE 2 - OPERATING REVENUE Other revenue Interest received/receivable from third parties 9,911 17,767 Proceeds on disposal of exploration property 15,000 - NOTE 3 - OPERATING LOSS Operating loss before income tax is arrived at after crediting and charging the following specific items: Credits: Interest received/receivable from third parties 9,911 17,767 Charges: Depreciation of property and equipment 8,744 10,164 Exploration expenditure written off 224,352 500,123


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2000 1999 $ $ NOTE 4 - INCOME TAX (a) Reconciliation of income tax to operating loss The aggregate amount of income tax attributable to the financial year differs by more than 15% from the amount calculated on the operating loss, and is reconciled as follows:- Operating loss before income tax 406,817 669,971 ======== ======== Income tax credit calculated at 36% 146,454 241,190 Tax effect of permanent differences Non-deductible expenditure 74,144 177,082 Tax losses not brought to account 72,310 64,108 ________ ________ Income tax attributable to operating profit - - ======== ======== (b) Future income tax benefits not brought to account The Directors estimate that the potential future income tax benefit in respect of income tax losses and exploration expenditure carried forward but not brought to account at year-end at a tax rate of 30% is: Income tax losses (net of timing differences) 1,166,565 212,373 Capital exploration expenditure 90,292 1,041,669 ________ ________ 1,256,857 1,254,042 ======== ======== These benefits will only be obtained if: (i) the Company derives future assessable income of a nature and of an amount sufficient to enable the

benefits from the deductions for the losses to be realised, (ii) the Company continues to comply with the conditions for deductibility imposed by tax legislation,and (iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deduction

for the losses. Since the Directors do not anticipate that the income tax losses will be realised in the 2000-2001 income tax year, the income tax rate applied to the losses as at 30 June 2000 is 30% being the rate applicable with effect from the 2001-2002 income tax year.


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2000 1999 $ $ NOTE 5 - CASH Cash at bank 8,141 16,034 Deposits at call 10,817 28,564 ________ ________ 18,958 44,598 ======== ======== The above figure is reconciled to cash at the end of the financial year as shown in the Statement of Cash Flows as follows:- Balances as above 18,958 44,598 Bills receivable (Note 6) 248,828 149,402 ________ ________ Balances per Statement of Cash Flows 267,786 194,000 ======== ======== Cash at bank and Deposits at call have been subject to floating interest rates during the year of between 0.75% and 5.8% (1999 1% and 4.8%) NOTE 6 - TRADE AND OTHER RECEIVABLES CURRENT Bills of Exchange 248,828 149,402 Security Deposits 6,000 - Other 9,167 7,024 ________ ________ Total current receivables 263,995 156,426 ======== ======== Bills of Exchange are generally subject to credit risk in the event of default by the acceptor. However the risk has been mitigated by ensuring that the bills are accepted by banks. Bills on hand at balance date bear interest at a rate of 6.14% (1999 4.87%). They mature within 30 days of balance date and have a face value of $250,000 (1999 $150,000). Other receivables include pro-rata interest receivable at balance date in respect of bills of exchange and other receivables that are expected to be repaid within 30 days of balance date.


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2000 1999 $ $ NOTE 7 - PROPERTY, PLANT AND EQUIPMENT Plant and equipment - at cost 13,375 10,232 Accumulated depreciation 9,709 9,092 ________ ________ 3,666 1,140 ________ ________ Furniture and fittings - at cost 4,278 4,278 Accumulated depreciation 3,539 2,894 ________ ________ 739 1,384 ________ ________ Motor vehicle - at cost 49,883 49,882 Accumulated depreciation 46,011 38,529 ________ ________ 3,872 11,353 ________ ________ Total property, plant and equipment 8,277 13,877 ======== ======== NOTE 8 - EXPLORATION AND EVALUATION EXPENDITURE Costs brought forward in respect of areas of interest in exploration and evaluation phase 4,538,721 4,662,919 Expenditure incurred during the period on acquisition of tenements 15,000 125,000 Expenditure incurred during the period on exploration of tenements 182,564 353,384 Expenditure recovered (104,957) (102,459) Expenditure written off during the year (224,352) (500,123) ________ ________ Total Exploration and Evaluation Expenditure 4,406,976 4,538,721 ======== ======== Ultimate recoupment of exploration and development expenditure carried forward is dependant on successful development and commercial exploitation, or alternatively, sale of the respective areas.


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2000 1999 $ $ NOTE 9 - TRADE AND OTHER PAYABLES Trade creditors and accruals 61,417 30,364 ======== ======== NOTE 10 - PROVISIONS CURRENT Employee entitlements - 1,052 Income tax (229) (229) ________ ________ (229) 823 ======== ======== NON-CURRENT Employee entitlements - 5,000 ======== ======== NOTE 11 - SHARE CAPITAL Issued and paid up capital 49,225,005 (1999: 45,825,005) ordinary fully paid shares 7,455,401 7,129,001 ======== ======== Movements in ordinary share capital

Date Details No of Shares Issue Price $ Amount $

01/07/1999 Opening balance 45,825,005 7,129,001

04/02/2000 Issue of shares 3,400,000 0.10 340,000

04/02/2000 Cost of issue _________ (13,600)

49,225,005 7,455,401


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SHARE CAPITAL (continued) Options

19,700,000 unlisted options to take up ordinary fully paid shares in the Company were on issue at balance date as follows:

Date Issued No of Options Exercise Price per Share

Expiry Date

28/1/1997 18,000,000 $0.30 30/12/2001 27/11/1998 500,000 $0.20 1/10/2000 27/11/1998 600,000 $0.20 27/11/2003 26/11/1999 600,000 $0.20 26/11/2004

_________ 19,700,000

Movements in options

Date Details No of Options Exercise Price per Share

Expiry Date

14/09/1999 Expiry of staff options (50,000) $0.20 28/11/2002 01/10/1999 Expiry of options (1,000,000) $0.20 01/10/1999 26/11/1999 Issue of options to staff 100,000 $0.20 26/11/2004 26/11/1999 Issue of options to a

director following shareholder approval

500,000

$0.20

26/11/2004 17/04/2000 Expiry of staff options (50,000) $0.20 27/11/2003

NOTE 12 - FINANCIAL INSTRUMENTS

(a) Credit Risk Exposures

The credit risk exposure of the Company on financial assets that have been recognised on the balance sheet is generally the carrying amount of those assets. Bills of exchange which have been purchased at a discount to face value are carried on the balance sheet at an amount less than the amount realisable at maturity. The total credit risk exposure of the Company could be considered to include the difference between the carrying amount and the realisable amount (refer also Note 6). (b) Interest Rate Risk Exposures The Company’s exposure to interest rate risk is comprised of: (i) the floating interest rates applying to deposits at call as set out in Note 5

(ii) the fixed interest rate applying to bills receivable as set out in Note 6 Other financial assets and liabilities, being trade and other creditors and other receivables, are not interest bearing.


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NOTE 12 - FINANCIAL INSTRUMENTS (continued) (c) Net Fair Value of Financial Assets and Liabilities The net fair value of the financial assets and financial liabilities approximates their carrying value. 2000 1999 $ $ NOTE 13 - REMUNERATION OF DIRECTORS AND EXECUTIVES Directors Income received, or due and receivable, by Directors from the Company 99,534 149,565 ======== ======== The numbers of Directors of the Company whose income was within the specified bands are as follows: $ $ 2000 1999 NIL 2 2 10,000 - 19,999 - 1 90,000 - 99,999 1 - 130,000 - 139,999 - 1 Only one director received emoluments from the Company and there are no other paid executives. Details of the emoluments of the director are as follows: Salary Superannuation Motor vehicle Total WS Forte Executive 87,532 4,977 7,025 99,534

For part of the year Mr Forte’s remuneration consisted of a basic salary package including superannuation, the provision of a company owned vehicle, (the prime purpose of which was for use in exploration activities) and the allotment of options as part of a staff incentive scheme. Subsequently, Mr Forte has been engaged on a part-time contractual basis through a company, Wudina Pty Ltd, of which he is a shareholder and director. Fees paid to Wudina Pty Ltd during the year were $31,375. Mr Forte was issued with 500,000 free options following approval of shareholders at the annual general meeting on 26 November 1999. Each option may be converted to a fully paid ordinary share on payment of 20 cents per share on or before 26 November 2004. At the date the options were issued the closing price of the Company’s shares on the Australian Stock Exchange was $0.13. A valuation of the options as at the date of issue using the Black & Scholes Model results in a value of approximately $63,500. Executives No executive officers’ remuneration exceeded $100,000.


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2000 1999 $ $ NOTE 14 - REMUNERATION OF AUDITORS Amounts received, or due and receivable, by the auditors for: Auditing or reviewing the accounts of Hampton Hill Mining NL 4,600 5,850 ===== ==== NOTE 15 - INTEREST IN JOINT VENTURES The Company has interests in the following mineral exploration joint ventures as at 30 June 2000: Name of Project Percentage Interest Activities Other Parties

Leinster (Yillaree) 20% Nickel exploration ?Dalrymple Resources NL

?LionOre Australia Pty Ltd White Well 30% Gold exploration Newcrest Mining Ltd (earning 70%) Capricorn 75% Zinc exploration Metallica NL Northlander 49% Gold exploration Kundana Gold Pty Ltd (earning 51%) The above joint ventures do not constitute separate legal entities. They are contractual agreements between the participants for the sharing of costs and output and do not in themselves generate revenue and profit. The joint ventures are of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities; thereafter the parties often share exploration and development costs in proportion to their ownership of joint venture assets. The joint ventures do not hold any assets and accordingly the Company’s share of exploration expenditure is accounted for in accordance with the policy set out in Note 1 (f). NOTE 16 - COMMITMENTS FOR EXPENDITURE Mineral Tenements In order to maintain the mineral tenements in which the Company and other parties are involved, the Company is committed to fulfil the minimum annual expenditure conditions under which the tenements are granted. The minimum estimated expenditure requirements in accordance with the requirements of the Western Australian Department of Minerals and Energy for the next financial year is $108,819 (1999 $117,100). These requirements are expected to be fulfilled in the normal course of operations and may be varied from time to time subject to approval by the grantor of titles. The estimated expenditure represents potential expenditure which may be avoided by relinquishment of tenure. Exploration expenditure commitments beyond twelve months cannot be reliably determined.


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NOTE 17 - RELATED PARTIES (a) Directors The names of persons who were Directors of Hampton Hill Mining NL at any time during the financial year are as follows: W S Forte N Tomkinson J N Pitt DM Okeby - resigned 8 October 1999 (b) Remuneration and Retirement Benefits Information on remuneration of Directors is disclosed in Note 13. (c) Other Transactions of Directors and Director Related Entities The Company paid rental for office premises in West Perth of $8,878 (1999: $11,950) plus variable outgoings to Dalrymple Resources NL, a company associated with Directors N Tomkinson and J N Pitt. The rental agreement is based on normal commercial terms and conditions. The Company has a contributing interest in a joint venture with Metallica NL, a company associated with Directors N Tomkinson and J N Pitt. (d) Transactions of Directors and Director-Related Entities Concerning Shares or Share Options The aggregate number of shares and share options of the Company held directly, indirectly or beneficially by Directors or their Director-related entities at balance date were as follows: 2000 1999 Ordinary Shares 23,554,194 26,546,108 Options to acquire ordinary shares 13,771,667 13,271,667 Shares and options acquired and disposed of by the Directors during the year were as follows: - Options acquired 500,000


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NOTE 18 - EVENTS OCCURRING AFTER BALANCE DATE There have been no material items, transactions or events subsequent to 30 June 2000 which relate to conditions existing at that date and which require comment or adjustment to the figures dealt with in this report. To the best of the Directors’ knowledge and belief there have been no material items, transactions or events subsequent to 30 June 2000 which, although they do not relate to conditions existing at that date, have not been dealt with in this report and which would cause reliance on the information shown in this report to be misleading. NOTE 19 - SEGMENT INFORMATION The Company operates predominantly in one industry. The principal activities are basemetal and gold exploration and prospecting. The Company currently operates only in Australia which is a single geographic segment. NOTE 20 - RECONCILIATION OF NET CASH OUTFLOW FROM OPERATING ACTIVITIES TO OPERATING LOSS AFTER INCOME TAX 2000 1999 $ $ Net cash outflow from operating activities (249,470) (413,308) Depreciation (8,744) (10,164) Exploration expenditure written off (224,352) (500,123) Exploration expenditure capitalised 182,564 353,384 Exploration expenditure recovered (89,957) (102,459) Change in operating assets and liabilities Increase/(decrease) in debtors 8,143 (14,229) Decrease/(increase) in creditors (31,053) 18,073 Decrease/(increase) in provisions 6,052 (1,145) ________ ________ Operating Loss after Income Tax (406,817) (669,971) ======== ========


Page 33


2000 1999 $ $ NOTE 21 - NON-CASH FINANCING AND INVESTING ACTIVITIES Acquisition of mineral tenements by issue of fully paid shares - 105,000 ======== ======== NOTE 22 - EARNINGS PER SHARE 2000 1999 cents cents Basic earnings/(loss) per share (0.86) (1.6) ======== ======== Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share 47,190,579 42,874,320 ======== ======== Options As at 30 June 2000 the Company had on issue 19,700,000 options over un-issued capital (see Note 11). As the notional exercise price of these options would (by virtue of interest earned on increased funds on deposit) increase basic earnings per share, they are not considered dilutive and diluted earnings per share is not given above. NOTE 23 - CONTINGENT LIABILITIES There are no contingent liabilities for termination benefits under service agreements with Directors or executives at 30 June 2000. The Directors are not aware of any other contingent liabilities at 30 June 2000.


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Directors’ Declaration The directors declare that the financial statements and notes set out on pages 18 to 33: (a) comply with Accounting Standards, the Corporations Law Regulations and other mandatory

professional reporting requirements; and (b) give a true and fair view of the Company’s financial position as at 30 June 2000 and of its performance

as represented by the results of its operations and its cash flows for the financial year ended on that date.

In the Directors’ opinion: (a) the financial statements and notes are in accordance with the Corporations Law; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when

they become due and payable. This declaration is made in accordance with a resolution of the Directors. J N PITT ............................................................................. J N PITT DIRECTOR Perth, 22 September 2000


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Independent Auditors’ Report to the Members of Hampton Hill Mining NL Scope We have audited the financial report of HAMPTON HILL MINING NL for the financial year ended 30 June 2000 as set out on pages 18 to 34. The Company's directors are responsible for the financial report. We have conducted an independent audit of these financial statements in order to express an opinion on it to the members of the Company. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance as to whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the company's financial position and performance as represented by the results of its operations and its cash flows. The audit opinion expressed in this report has been formed on the above basis. Audit Opinion In our opinion, the financial report of HAMPTON HILL MINING NL is in accordance with: (a) the Corporations Law, including: (i) giving a true and fair view of the company’s financial position as at 30 June 2000 and of its

performance for the year ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations; and (b) other mandatory professional reporting requirements. Inherent Uncertainty Regarding Continuation as a Going Concern Without qualification to the opinion expressed above, attention is drawn to the following matter. As disclosed in Note 1 of the financial statements the ability of the company to continue as a going concern could be dependent on its ability to raise further capital to continue its activities. If unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in the financial statements. BDO ....................................................... BDO CHARTERED ACCOUNTANTS AND ADVISERS G F BRAYSHAW ....................................................... G F BRAYSHAW FCA PARTNER Perth, 27 September 2000

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Contents · HAMPTON HILL MINING NL Page 1 Contents Company Directory 2 Chairman’s Review 3 Exploration Report 4