HAVILAH RESOURCES NL ABN 39 077 435 520 For personal use … · The mining lease proposal (MLP) has been lodged for the Maldorky iron ore project and the MLP for Kalkaroo will be

HAVILAH RESOURCES NLABN 39 077 435 520

ANNUAL REPORT2012

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HAVILAH RESOURCES NL Annual Report 20122

Office HoldersKeith Robert Johnson, PhD (Executive Chairman)Christopher William Giles, PhD (Executive Director)Kenneth Graham Williams, BEc(Hons), MAppFin (Non-executive Director)Edward James Grose, CPA (Company Secretary)

Registered and Principal Office31 Flemington StreetGlenside South Australia 5065

telephone: (08) 8338 9292facsimile: (08) 8338 9293

website: www.havilah-resources.com.auemail: [email protected]

Share RegistrarComputershare Investor Services Pty Limited(ACN 078 279 277)Level 5, 115 Grenfell StreetAdelaide South Australia 5000

Auditors Deloitte Touche Tohmatsu11 Waymouth StreetAdelaide South Australia 5000

Solicitors to the CompanyThomson Lawyers7/19 Gouger StreetAdelaide South Australia 5000

Contents

Corporate Directory

Company Highlights 3

Chairman’s Statement 4

Review of Operations 5

Schedule of Tenements 14

Statutory Reports 15

Additional Stock Exchange Information 72

Front cover: Drilling looking west to CTRC031 Back cover: Maldorky

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Annual Report 2012 HAVILAH RESOURCES NL 3

Company Highlights

Metal inventory at year end of 900,000 tonnes of copper, 2.4 million ounces of gold and >60 million tonnes of iron, based on published JORC resource estimates in several mineral deposits drilled by Havilah.

A pipeline of attractive projects to be progressively developed over the next five years, with first gold production planned to commence from Portia at the end of 2013.

Significant upgrade of Kalkaroo resource, comprising: Gold Cap: 18.7Mt @ 0.74 g/t Au Measured resource; andMain deposit: 124.5Mt @ 0.50% Cu & 0.39 g/t Au Measured + Indicated resource.

Revised total metal inventory of 622,500 tonnes of copper and 2 million ounces of gold.

Deep diamond drilling program adjacent to Kalkaroo deposit demonstrated continuity of mineralisation to at least a further 150m down dip and also discovered a new hangingwall mineralised position.

Signing of an exploration agreement with MMG Exploration Pty Ltd (MMG) relating to Havilah’s Curnamona exploration licences lying north of the Barrier Highway and completion by MMG of an extensive aeromagnetic survey that covered the entire tenement block.

Advancement of the Portia project towards mining, involving extensive liaison with Department for Manufacturing, Innovation, Resources and Energy (DMITRE) financiers, contractors and stakeholders and appointment of an experienced mining engineer as project manager.

Discovery of a major new iron ore deposit at Grants, widespread copper-gold mineralisation at Wilkins and economic copper grades at Eurinilla dome.

Successful off-market takeover bids for all of the outstanding shares not held by Havilah in Geothermal Resources Limited and Curnamona Energy Limited.

Maldorky site looking towards Radium Hill

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Chairman’s Statement

26 October 2012Dear Fellow Shareholders,

On behalf of the Board of Directors of Havilah Resources, I am pleased to report on the progress of your Company as it prepares to commence its first gold mine at Portia in north-eastern South Australia. Portia is the first in a pipeline of advanced projects from which Havilah aims to realise value through mining development and new discoveries over the coming years.

During the year we have added two new discoveries. The Grants iron ore project, where we have just completed the first stage of drilling, has yielded another major iron ore deposit with similar characteristics to the Maldorky deposit. It is flat lying, with almost no overburden, and is only 8 km from the railway line. Both Grants and Maldorky have highly attractive mining economics and relatively high iron grades for the Braemar style deposits.

Drilling at the Wilkins copper deposit followed up on previous MIM Exploration work and has defined quartz-magnetite copper-gold mineralisation of considerable potential. The host structure extends for 3 km and is at least 80 metres thick. Only 250 metre strike extent was drilled in the present round in order to understand the geometry, and further drilling will await commencement of production at the Portia gold project. The Wilkins copper-gold project is also very close to the railway and the Grants iron ore project.

Our current focus is to get our three most advanced projects into production, and exploration work has been reduced in order to maximise effort on the development and permitting processes.

Permitting of the Portia gold mine has been arduous and time-consuming. Multiple government departments must be satisfied as to our development plans and environmental impact and rehabilitation post mining. This is a mandatory government requirement and so far has taken more than two and half years to progress.

The mining lease proposal (MLP) has been lodged for the Maldorky iron ore project and the MLP for Kalkaroo will be lodged before the end of this calendar year.

These three projects will form the basis of a significant South Australian mining company once they are in production. We are constrained by the cumbersome permitting process but will persist until the necessary approvals are forthcoming.

During the year Curnamona Energy Limited was merged back into Havilah, and its uranium projects are under review to determine the best strategy to adopt while uranium remains under price pressure. We also tried to crystallise some early value for our shareholders by offering the Kalkaroo copper-gold project for sale. A formal valuation was carried out prior to the sale, and while there was considerable interest in the project and its upside potential, a satisfactory outcome has not yet been achieved. In the absence of a sale on commercially acceptable terms, Havilah will proceed with the plan of developing Kalkaroo as a follow-on project from Portia. Experience gained from mining Portia will be invaluable in developing Kalkaroo, as the geotechnical aspects are very similar.

Havilah has operated for ten years as a public company and is now at the point where it is ready to realise its ambition of becoming a gold producer. Subject to permitting and suitable financing arrangements being put into place, we look forward to this eventuality over the next twelve months.

Yours faithfully,

Bob Johnson, PhDChairman

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Review of OperationsREVIEW OF OPERATIONS

Strategic Planning and Objectives

At the end of the year Havilah held a large JORC resource metal inventory in several projects, comprising more than 900,000 tonnes of copper, 2.4 million ounces of gold and 60 million tonnes of iron plus additional molybdenum, cobalt, tin and uranium. For some time Havilah’s comparatively low market capitalisation has not reflected the value of this large metal inventory. As a consequence, Havilah directors initiated a strategic review during the year with the objective of finding ways to resolve this imbalance and improve shareholder returns in the short term.

Following a strategic review it was decided to explore the possibility of selling down Havilah’s 100% interest in the Kalkaroo project to a strategic partner in order to hasten potential cash returns to shareholders. There was a considerable amount of interest with several major groups engaging in the second phase due diligence process which included site visits. However, this did not result in any cash offers that the Company considered to be sufficiently attractive to accept.

Notwithstanding the sale process, it is apparent that a permanent improvement of Havilah’s market capitalisation to more closely reflect the Company’s true asset value will only be achieved by progressively developing Havilah’s mineral resources and thereby securing a growing, sustainable mining income. In this respect Havilah is fortunate to have an enviable pipeline of development projects as a legacy of its highly successful exploration over the past eight years. Accordingly, Havilah’s primary focus this year and for the immediate future, is on progressing government approvals and permitting for its various projects in addition to seeking funding, necessary personnel and contractors, and further mining and metallurgical studies as required.

Considerable management time and effort has been expended on obtaining all required operating approvals for the Portia gold mine. At year end this process was ongoing and Havilah expects to commence mining at Portia in early 2013 and producing first gold before the end of 2013. Under Havilah’s proposed project development scenario it is then planned to focus on bringing the Maldorky project into production by the end of 2014. This will be followed by the Kalkaroo project in late 2015. Once the Kalkaroo process plant is constructed it is expected that North Portia ore will be able to be mined and processed at Kalkaroo. It is emphasised that this timing guidance is critically dependent on a number of factors which in large part are outside Havilah’s direct control, including:

• obtainingnecessaryregulatoryapprovalsandnativetitleminingagreements;

• securingrequiredfinancing;and

• prevailingmarketconditions,includingmetalpricesandexchangerates.

To this end, Havilah has substantially wound back its exploration while it concentrates on securing permitting for its various projects. At the time of writing, a mining lease proposal has been submitted to the Department for Manufacturing, Innovation, Resources and Energy (DMITRE) for the Maldorky iron ore project, while the Kalkaroo mining lease proposal is at an advanced stage of preparation.

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Review of Operations

KALKAROO PROJECT (Copper-gold-molybdenum, 100% Havilah)

Revised Resource

During the year the Kalkaroo copper-gold resource was re-modelled in Vulcan 3D software, incorporating new drilling and metallurgical results and updated metal prices. In addition, the substantial gold cap on the Kalkaroo deposit was modelled separately as it contained no recoverable copper. Of particular note is that the Kalkaroo deposit is not closed off in any direction by drilling, so the mineable tonnages are mostly limited by economics. Consequently, by applying higher metal prices, appreciably higher tonnes of run-of-mine grade material, particularly from the western and eastern extensions and central fault zone, are included in the resource model. Total mineralised strike length at Kalkaroo now exceeds 3.3km.

The resulting revised Measured and Indicated JORC resources for the Kalkaroo deposit as released to the ASX on 29 February 2012 are summarised in the following table.

Havilah project and tenement location, north-eastern South Australia

Kalkaroo New Resource Estimate (February 2012)

Classification Tonnes (to 4 sf)

Cu equiv. grade %*

Cu grade %

Au grade g/t

Cut-off grade SG

GOLD CAP Measured 18,690,000 0.74 0.2 g/t 1.86

KALKAROO CuAu Measured 85,890,000 0.81 0.52 0.41 0.3% Cu equiv. 2.50

KALKAROO CuAu Indicated 38,620,000 0.68 0.45 0.33 0.3% Cu equiv. 2.65

KALKAROO CuAu Total Meas & Ind 124,510,000 0.77 0.50 0.39 0.3% Cu equiv. 2.55

* copper equivalent grade = copper assay in ppm + (gold assay in ppm x 6866), reflecting the fact that 1 ppm Au has an equivalent value to 6866 ppm Cu using a conversion factor of 32150.746 troy ounce per metric tonne. The gold and copper prices used in the copper equivalent calculation (US $7,980/metric tonne for copper and US $1,704/oz for gold) are the average prices for the six monthly period from 1 August 2011 to 31 January 2012 sourced from World Bank commodity price data, as published on their website (www.econ.worldbank.org). Metallurgical recoveries have not been factored into the calculation, because metallurgical test work indicates comparable metal recoveries for both copper and gold.

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The Indicated resource category is defined by all ore blocks that lie more than 50m distant from the nearest drillhole and requires additional confirmatory drilling to bring it to a Measured status. Elsewhere, the Measured status incorporates all ore blocks lying within 50m of a drillhole and reflects the excellent geological continuity of mineralisation and host rocks between drill sections and individual drillholes.

Based on this resource, Kalkaroo contains 622,500 tonnes of copper and 2 million ounces of gold as summarised below.

The contained metal is significantly higher than in previously published resource models due largely to the higher input metal prices, additional drilling and metallurgical data and slightly differing modelling approaches and methodologies. Of particular note is the new resource for the Gold Cap deposit that sits on top of the main Kalkaroo copper-gold deposit (see image below). It contains 445,000 ounces of gold in its own right at indicated gold recoveries of at least 95%, and will be mined along with the overburden in order to expose the main Kalkaroo copper-gold deposit.

The new resource block model was modelled by pit optimisation software using a copper price of US$6,000/t and a gold price of US$1,600/oz. The revised open pit mine design, shown below, captures approximately 80% of the total resource.

Kalkaroo Metal Inventory (February 2012)

Classification Category Tonnes Cu tonnes Au oz Cu equiv. t*GOLD CAP Measured 445,000KALKAROO CuAu Meas & Ind 124,510,000 622,500 1,561,000

Total 2,006,000958,700

Oblique view of Kalkaroo block model, showing gold cap (yellow) above main copper-gold resource (green)

Optimised open pit design for Kalkaroo

(* as defined above)

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The breakdown of the various mineralisation types within the open pit design is summarised as follows:

Assuming the following parameters:

• 9Mtpaorethroughputovera13yearminelife;

• Capexof$447mincludingoverburdenremoval;and

• estimatedmining,processing,royalty,smeltingandrefiningcosts,

economic modelling shows that the Kalkaroo project is robust at current metal prices, as summarised in the following chart.

Kalkaroo Deep Drilling Program

Five deep step out diamond drillholes intersected strong copper-gold mineralisation (summarised in the table below) confirming the potential to expand the present resource down dip of the current open pit design for an incremental increase in overburden removal.

Estimated Earnings Before Tax (EBT)* : Variation with Gold & Copper Price

Hole ID From (m) To (m) Thickness (m) Cu % Au g/t Mo ppmKKDD401 291 349 58 0.48 0.45and 333 340 7 565KKDD404 365 398 33 0.37 0.27and 376 384 8 533KKDD406 198 211 13 0.99 1.05KKDD411 261 435 174 0.25 0.15including 275 405 130 0.28 0.17KKDD412 233 378 145 0.21 0.20including 281 344 63 0.35 0.31including 281 312 31 0.47 0.44KKDD325 198 278 80 0.27 0.12including 234 247 13 0.45 0.25including 261 269 8 0.52 0.25

* EBT estimates in this graph are derived from cash flow projections based on an optimised open pit mining model, and are subject to receipt of timely mining approvals, financing and prevailing market conditions and no material changes to the current mine plan, opex, capex and confirmation of the proposed processing flow sheet and metal recoveries.

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The dipping Kalkaroo prospective sequence in KKDD401 was intersected approximately 150m down dip from the previously deepest drillhole, and is well outside the current resource and current open pit design

Plan showing location of five recent deep step out diamond drillholes at Kalkaroo

Drillhole KKDD 401 for example, intersected typical Kalkaroo grades of 58m of 0.48% Cu and 0.45g/t Au some 150m down dip of the previous deepest drillhole. Another drillhole intersected a new hangingwall mineralised position (13m of 0.99% Cu and 1.05g/t Au in KDD406), highlighting the potential for hitherto unknown shallower stacked ore lenses.

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MALDORKY PROJECT (Iron ore, Havilah 100%)

The Maldorky iron ore deposit was discovered last year as the result of drilling a prominent magnetic anomaly associated with poorly outcropping Braemar Iron Formation. Based on the previously published Indicated Resource of 147 Mt of 30.1% Fe, a 3 stage open pit was designed by a consultant mining engineer, using Vulcan 3D mining software.

This mine design has a comparatively low waste:ore ratio of 0.19 due to the flat nature of the orebody and the minimal volumes of internal waste, indicating very favourable mining economics for the Maldorky deposit.

Metallurgical results received during the period confirm that, based on a range of industry standard comminution measurement criteria, the Maldorky iron ore is classified as ‘soft’. All parameters lie in the lowest quartile for crushing and grinding resistance. As a result, the predicted power consumption for crushing and grinding lies in the lowest 12% of all deposits in the commercial SAG Mill Comminution (SMC) test database.

At the time of writing, Havilah is in process of building a pilot scale beneficiation plant for the Maldorky iron ore using certain components imported from China.

PORTIA PROJECT (Gold, Havilah 100%)

Havilah’s effort during the year concentrated on advancing the project towards commencement of mining on a number of fronts, namely:

• PreparationofseveralrevisionsofthePortiaPEPR(ProgramforEnvironmentalProtectionandRehabilitation–formerlyMARP)fortheMiningRegulationBranchofDMITREinordertosecuremineoperatingapprovalforPortia;

• Appointmentofanexperiencedminingengineer,whoisveryfamiliarwithlocallogistics,suppliersandcontractors,asPortiaOperationsManager;

• Advanceddiscussionswithpotentialfinanciersandcontractors;and

• Discussionswiththemainstakeholders,includingpastoralists,nativetitleclaimantsandlocalresidents.


Three stage Maldorky open pit mine design : stage 1 - orange, stage 2 - blue, and stage 3 - pink

Maldorky Mining Parameters – December 2011

Pit Stage Cutoff Ore Tonnes Fe Waste Tonnes Strip Ratio1 18% 49,596,548 31.531 1,291,358 0.032 18% 48,692,714 29.663 6,447,077 0.133 18% 41,351,145 29.129 18,830,260 0.46

139,640,408 26,568,696 0.19

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WILKINS PROJECT (Copper–gold, Havilah 100%)

The Wilkins project lies 2km south of the Transcontinental Railway and Barrier Highway and is marked by a linear magnetic feature extending for over 3.4 km east-west strike length.

Havilah undertook a 17 hole RC percussion drilling program to follow up earlier indications of copper and gold in MIM Exploration soil sampling and drilling. Better results are summarised below:

Mineralisation is hosted by a quartz magnetite vein / skarn zone that dips roughly 700 north and is about 100m wide (see cross section below). Both the width and potential strike length of the mineralised system are particularly encouraging for proving of a sizeable copper-gold deposit.

GRANTS IRON ORE PROJECT (Exploration Farm-in on EL4200 and 100% of adjoining EL 3895)

Havilah’s drilling has confirmed Grants as a major new Braemar style iron ore discovery, lying only 8km south of the Barrier Highway and Transcontinental Railway. Both Niton and laboratory assay results indicate long intervals of iron ore mineralisation from surface, including 180m @ 22.6% iron in drillhole GTRC040 (interpreted to be near true thickness).

Thusfar, drilling has proven iron ore mineralisation to extend over an area of roughly 130Ha in a gently dipping basinal structure approximately 2,250m long x 700m wide and from surface up to 180m depth. Roughly 35Ha of the deposit is located within Havilah’s 100% owned EL 3895 and approximately 94Ha within the adjoining farm-in EL 4200.

Remarkably, there is little or no overburden over the entire area, which makes the deposit very attractive for open pit mining. It is also notable that drillhole GTRC007, lying 2.2 km east of the presently defined deposit, intersected 69m @ 31.7% Fe from 15m to 84m depth, indicating further possible extensions for follow up drilling at a later date.

Hole ID From (m) To (m) Thickness (m) Cu % Au g/tWKRC001 87 111 24 0.14 0.06and 123 135 12 0.59 0.23WKRC003 51 150 99 0.37 0.25WKRC005 42 93 51 0.36 0.10WKRC006 66 126 60 0.31 0.15WKRC007 87 117 30 0.44 0.32WKRC010 75 189 114 0.38 0.17

Cross section showing drillhole WKRC010 transecting the full width of the interpreted mineralised zone at Wilkins

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Laboratory assay results for representative holes lying along a typical cross section shown below are as follows:

Iron assays range up to 45% Fe and consistently average around 25% Fe over long intervals, which may include internal waste units in some holes. Present indications are that the iron ore mineralisation is very similar to the Maldorky deposit, although of slightly lower grade.

OTHER PROJECTS

At Eurinilla dome, drillhole EUR002 returned 21m of 0.48% Cu within the extensively mineralised prospective sequence in this area.

No other results of note were obtained for the North Portia, Lilydale, Prospect Hill and Mutooroo projects during the year.

Havilah’s resource drilling of Grants shows that the base of the gently dipping Braemar Iron Formation forms an elongate east-west trough within older basement rocks


Typical north-south cross-section through the Grants iron ore trough, showing the gently dipping host Braemar Iron Formation extending from surface to 180m depth (true thickness) in the central portion of the trough

Drillhole From (m) To (m) Thickness (m) Assay Iron %GTRC016 0 27 27 20.3GTRC040 0 180 180 22.6GTRC014 3 150 147 23.9GTRC011 0 150 81 25.1GTRC009 0 42 42 25.7

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MMG EXPLORATION

An Option and Joint Venture Agreement was executed with MMG Exploration Pty Ltd (MMG), relating to all of Havilah’s Curnamona exploration licences lying north of the Barrier Highway, but excluding Kalkaroo EL 4645 and ML 6354 covering the Portia and North Portia deposits. MMG commenced field activities with a 102,000 line km aeromagnetic survey at 50m line spacing and an average 30m flying height above the land surface. This produced far superior data to earlier surveys and will be a valuable exploration aid in this area of almost non-existent outcrop.

MMG also commenced gravity surveying in May 2012 over selected potential drilling targets and plans to continue with this work until the end of 2012. MMG also aims to complete a $1.2million drilling program prior to the end of 2012, comprising:

• 14,000mofaircoredrilling(approximately132holes)onthesouthernEurinilladomeandsouthernBenageriedome.

• 1,000mofdiamonddrillingontheMulyungariedome.

MMG is continuing with its drilling target generation work in preparation for an expanded drilling program in 2013.

CORPORATE

During the year Havilah completed successful off-market takeover bids for all of the shares that it did not own in Geothermal Energy Limited and Curnamona Energy Limited. Currently Geothermal Energy’s exploration tenements are in suspension, pending an improvement in market sentiment towards geothermal energy. Havilah is presently reviewing Curnamona Energy’s exploration tenements with the view to following up bedrock basemetal geochemical anomalies.

In October 2012 MMG subscribed for 4,000,000 Havilah shares at an issue price of $1.25, raising $5,000,000.

Just prior to the end of the year, Havilah announced a pro-rata non-renounceable rights issue on the basis of one new share at an issue price of sixty five cents ($0.65) each for every ten shares held on the record date. Each new share had an attaching free option exercisable at a price of $1.00 at any time within a period of 12 months from the date of issue. The issue would raise approximately $7 million if all rights were taken up, with the exact figure dependent on the number of listed and unlisted options exercised prior to the record date for determining entitlements. It was intended that funds would be primarily used to advance development of the Portia gold deposit. Canaccord Genuity (Australia) Limited was appointed Lead Manager to the issue with a mandate to place all shortfall shares and options not taken up by shareholders.

Competent Persons Statement


The information in this report has been prepared by geologists Dr Bob Johnson, who is a member of the Australasian Institute of Mining and Metallurgy, and Dr Chris Giles who is a member of The Australian Institute of Geoscientists. Drs Johnson and Giles are employed by the Company on consulting contracts. They have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration to qualify as Competent Persons as defined in the JORC Code 2004. Drs Johnson and Giles consent to the release of the information compiled in this report in the form and context in which it appears.

Maldorky site looking north through gate

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Schedule of Tenements

Tenement Number Tenement Name / Location Area (km2) Registered HolderCURNAMONA CRATONEL 3895 Cutana 363 Havilah 100%EL 4133 Chocolate Dam 59 Havilah 100%EL 4225 Lake Charles 322 Havilah 100%EL 4259 Lake Namba 516 Havilah 100%EL 4260 Swamp Dam 53 Havilah 100%EL 4261 Telechie 347 Havilah 100%EL 4262 Yalu 491 Havilah 100%EL 4313 Eurinilla 70 Havilah 100%EL 4441 Billeroo West 176 Havilah 100%EL 4590 Mutooroo Mine 23 Havilah 100%EL 4591 Mundi Mundi 73 Havilah 100%EL 4592 Bonython Hill 20 Havilah 100%EL 4645 Kalkaroo 998 Havilah 100%EL 4646 Mutooroo West 72 Havilah 100%EL 4691 Mulyungarie 1139 Havilah 100%EL 4704 Telechie North 35 Havilah 100%EL 4727 Oratan 107 Havilah 100%EL 4817 Border Block 35 Havilah 100%EL 4818 Mundaerno Hill 58 Havilah 100%EL 4782 Benagerie 585 Havilah 100%EL 4806 Prospect Hill 45 Havilah earning 85%EL 4940 Emu Dam 614 Havilah 100%EL 3868 Coonee 136 Curnamona Energy Limited 100%EL 4218 Yalkalpo 195 Curnamona Energy Limited 100%EL 4275 Prospect Hill South 30 Curnamona Energy Limited 100%EL 4967 Frome 53 Curnamona Energy Limited 100%EL 5049 Jacks Find 103 Curnamona Energy Limited 100%EL 5050 Kopi Flat 348 Curnamona Energy Limited 100%EL 5051 Thurlooka 361 Curnamona Energy Limited 100%EL 5052 Yalkalpo East 76 Curnamona Energy Limited 100%EL 5053 Billeroo 129 Curnamona Energy Limited 100%EL 5054 Moolawatana 368 Curnamona Energy Limited 100%GAWLER CRATONEL 3854 Pernatty 316 Red Metal 70%, Havilah 30%GEOTHERMAL LEASESGEL 181 Frome 1305 Geothermal Resources Pty LtdGEL 214 Penola-Robe 1948 Geothermal Resources Pty LtdGEL 498 Lake Eliza 258 Geothermal Resources Pty Ltd

Number Status Area (Ha) ApplicantML 5678 Renewed 29 Aug 2011 16 Mutooroo Metals PLML 6346 Renewable 01 Oct 2016 1745.1 Benagerie Gold PLMC 3565 ML applied for 100 Mutooroo Metals PLMC 3566 ML applied for 138 Mutooroo Metals PLMC 3826 ML applied for 249.2 Kalkaroo Copper PLMC 3827 ML applied for 248.3 Kalkaroo Copper PLMC 3828 Extractive Lease applied for 90 Kalkaroo Copper PLMPL T02680 Application special purposes lease 249 Kalkaroo Copper PLMC 4264 ML applied for 249.64 Lilydale Iron PLMC 4265 ML applied for 249.70 Lilydale Iron PLMC 4266 ML applied for 249.70 Lilydale Iron PLMC 4267 ML applied for 249.74 Lilydale Iron PLMC 4271 ML applied for 249.49 Maldorky Iron PLMC 4272 ML applied for 248.06 Maldorky Iron PLMC 4273 ML applied for 131.95 Maldorky Iron PLMC 4274 ML applied for 116.82 Maldorky Iron PLRL 123 Renewable 24 Jul 2013 248.1 Oban Energy PL

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Statutory Reports

Corporate Governance Statement 16

Directors’ Report 19

Consolidated Statement of Comprehensive Income 30

Consolidated Statement of Financial Position 31

Consolidated Statement of Changes in Equity 32

Consolidated Statement of Cash Flows 34

Notes to the Financial Statements 35

Directors’ Declaration 69

Auditor’s Independence Declaration 70

Independent Auditor’s Report 71

Additional Stock Exchange Information 72

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Corporate Governance StatementThis section summarises the corporate governance policies and procedures of Havilah Resources NL (“Havilah”).

The Board of Directors of Havilah aims to achieve the highest standards of corporate governance and has established corporate governance policies and procedures consistent with the ASX Corporate Governance Council’s publication “Principles of Good Corporate Governance and Best Practice Recommendations”.

Havilah’s board composition, the small number of directors and the governance structure reflect the Company’s position as a small capitalisation junior mineral explorer currently with no source of regular income other than interest income. In Havilah’s case its mineral tenements and any mineral resources that it discovers are of greater value and risk than purely financial assets. As a result the Board believes that not all of the recommendations are appropriate to Havilah. Any departures from the recommendations are outlined in this section.

BOARD CHARTER

The Board of Directors monitors the progress and performance of Havilah on behalf of its shareholders, by whom it is elected and to whom it is accountable. The Board Charter, which is summarised below, seeks to ensure that the Board discharges its responsibilities in an effective and capable manner.

Board Responsibilities

The Board’s primary responsibility is to satisfy the expectations and be a custodian for the interests of its shareholders. In addition, the Board seeks to fulfil its broader ethical and statutory obligations, and ensure that Havilah operates in accordance with these standards. The Board is also responsible for identifying areas of risk and opportunity, and responding appropriately.

The responsibility for the administration and functioning of Havilah is delegated by the Board to a company owned by the Executive Chairman, which has a management contract with the Company, and a company owned by the Technical Director, which has a consulting contract with the Company. By monitoring the performance of these contracts, the Board ensures that Havilah is appropriately administered and managed.

Through regular and frequent contact between the Board and management and by monitoring management’s activities, reports and performance, the Board ensures that management is aware of and responsive to the risks, opportunities and priorities recognised by the Board.

The Board guides the composition of a strategic planning process which adheres to the interests and expectations of Havilah’s shareholders, and develops policies that manage risks and opportunities, and monitors company progress, expenditure, significant business investments and transactions and key performance indicators.

Havilah’s board retains the power to make all investment decisions.

Composition of the Board

It is a policy of Havilah that the Board comprises individuals with a range of knowledge, skills and experience that are appropriate to its activities and objectives. Havilah’s three current directors are professionally qualified and have pertinent skills in mineral exploration, mineral resource/reserve evaluation, mine planning and development, financial risk management and project financing, which are directly relevant to the Company’s activities.

The number of directors must not be less than three. Currently, the Board is comprised of Dr Bob Johnson, the Executive Chairman,whoisengagedviaaconsultingcontractwithacompanyassociatedwithhim;DrChrisGiles, theExecutiveTechnicalDirector,whoisengagedviaaconsultingcontractwithacompanyassociatedwithhim;andMrKenWilliamswhois an independent Non-executive Director. Information on the directors is contained on page 19 of this annual report. The Board considers that the current composition of the board is ideal for a company of Havilah’s size, having regard to the mix of skills and expertise, and capacity for efficient decision making.

Directors can seek independent advice at the expense of the Company, and have access to the Company Secretary at all times.

Independence

Havilah does not have a majority of independent directors and maintains that to add two further directors to achieve this will mean significant additional expense and make for less efficient decision making, which would be to the detriment of a very small mineral exploration company such as Havilah. The Chairman is not an independent director, and again to achieve this for a small company such as Havilah would make for an inefficient board and management. It is the Board’s contention that all directors, whether independent or not, can and should act objectively at all times in the best interests of the Company and its shareholders.

Havilah’s policy is that any director must abstain from discussions and voting on any matters with which that director is associated and therefore potentially conflicted and this policy is strictly observed.

Nomination Committee

In view of the small size of Havilah’s board, the Board in its entirety acts, effectively, as a nominations committee. As such, the Board believes that a separate nomination committee is unnecessary for Havilah.

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Corporate Governance Statement

Nomination, Appointment and Retirement of Directors

If a vacancy occurs or if it is considered that the Board would benefit from the services and skills of an additional director, the Board selects a panel of candidates with appropriate expertise and experience, and appoints the most suitable candidate. Any such appointee would be required under the constitution to retire at the next annual general meeting and is eligible for election by shareholders at that meeting.

For directors retiring by rotation, the Board assesses that director before recommending re-election.

Compensation Arrangements and Remuneration Committee

The remuneration of the Non-executive Director of Havilah is reviewed by the Board and approved by the other directors. The Technical Director and Chairman have consulting contracts with Havilah via their respective associated companies on industry standard commercial terms, which are approved by the non-associated directors.

The Board believes that the small size of the board and the fact that remuneration matters are monitored by the Board in its entirety, having regard to industry standard norms makes a separate remuneration committee unnecessary and inappropriate.

The maximum aggregate annual remuneration which may be paid to non-executive directors is currently $100,000. This cannot be increased without approval of Havilah’s shareholders.

Information on remuneration of directors is contained on pages 23 to 29 of this annual report.

D&O Insurance and Indemnity

The Company maintains a Directors and Officers and Company Reimbursement Insurance Policy.

Performance Evaluation

The small size of the board and the high risk nature of the Company’s exploration activities make the establishment of a formal performance evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire board and in the normal course of events the Board will review performance of management, directors and board as a whole.

LOCAL INDIGENOUS COMMUNITIES

Havilah has a policy that respects the culture and rights of all indigenous peoples with whom it comes into contact, and will consider assistance to any such communities that are deprived, with community benefit programmes. This assistance will normally focus on health, education, training and employment of indigenous people who are directly affected by Havilah’s exploration and development projects.

ENVIRONMENT

Havilah has a policy of best practice management of the environmental impacts of exploration, development and mining, in accordance with the prevailing regulations.

BUSINESS RISKS

Havilah is involved in the high risk business of mineral exploration in which successful outcomes are the exception. Consequently the Company’s major business risk is that its capital will be exhausted prior to making a successful discovery that can be converted into a profitable mine.

The Board aims to reduce this investment risk by extremely judicious selection of projects and careful drilling of only the best targets, and in this way Havilah is able to maximise the chances of success while minimising expenditure.

The decision to allocate resources to individual projects in the portfolio is predominately based on available cash reserves, technical data and the expectations of future metal and energy prices.

CODE OF CONDUCT

The Board acknowledges the need for the highest standards of corporate governance practice and ethical conduct by all directors, consultants and contractors of Havilah. The Board strives to provide leadership in this regard so that a culture of honesty and integrity is engendered in the Company. In this regard it is expected that all Havilah directors, consultants and contractors will preserve the highest standards of integrity, accountability and honesty in their dealings, operating in strict adherence to statutory and ethical obligations. Given that Havilah has few full time employees and only a handful of consultants and contractors employed at various times, mentoring and monitoring compliance is straightforward.

SECURITIES TRADING POLICY

As a result of the nature of Havilah’s exploration activities, directors, consultants and contractors of Havilah will sometimes be in possession of sensitive information that could be classified as “inside” knowledge. They may also be aware of potential transactions between Havilah and other companies.

Havilah has adopted a code of conduct that prohibits its directors, consultants and contractors from either buying or selling any shares in the company while they are in possession of any potentially market sensitive information prior to its public release to the ASX. This is designed to specifically prevent any insider trading by any director, consultant or contractor of Havilah.

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Corporate Governance Statement

Supervisory and Compliance Procedures

Havilah has procedures to ensure all directors, consultants and contractors of Havilah are familiar with these policies, that they are reviewed on a regular basis and updated as necessary.

The trading activity of each Director, consultant and contractor is reviewed on a monthly basis by monitoring share movement reports.

AUDIT COMMITTEE

Prior to 2010, owing to its small size and limited number of directors, Havilah did not form an audit committee. Havilah’s operations are relatively simple and can be effectively monitored via trial balances, which are compiled monthly by the company secretary, who is a CPA. The Board has established internal controls, whereby all invoices must be approved by one or more non-associated director before payment by the company secretary. Large sums of money cannot be paid or transferred without signature by two persons including the Company Secretary, the Chairman and/or the Technical Director.

The Board considers that ongoing monitoring of Havilah’s financial statements by the half yearly external review and annual external audit (for the half yearly financial report and annual report respectively) and quarterly compilations for the Appendix 5B releases provides adequate safeguards, given the relative simplicity of Havilah’s financial statements.

Each director makes a point of satisfying himself concerning the validity of the financial statements before they are signed off. Due to the anticipated increase in Havilah’s activities in future years, subsequent to the 2010 year end, the Board resolved to form an audit committee. The audit committee is chaired by Mr Ken Williams, the independent non-executive director, and Dr Chris Giles is a member. Dr Bob Johnson attends by invitation.

EXTERNAL AUDITOR ATTENDANCE AT ANNUAL GENERAL MEETINGS

The external auditor attends annual general meetings and is available to answer questions from shareholders on the auditor’s report and the conduct of the audit.

CONTINUOUS DISCLOSURE POLICY

Havilah is committed to continuous disclosure of material information as a means of promoting transparency and investor confidence. Havilah’s practices are designed to ensure the Company is fully compliant with the ASX Listing Rules, including in particular those relating to continuous disclosure. Havilah’s record of timely disclosure of market sensitive information and lack of any evidence of pre-announcement “leaks” indicates its compliance in this regard.

SHAREHOLDER COMMUNICATIONS STRATEGY

Havilah places great importance on the communication of accurate and timely information to its shareholders and market participants and recognises that efficient and continuous contact with stakeholders is an essential part of earning their trust and loyalty. Shareholders are actively encouraged to communicate with the Company. Interested persons can join an email list to be notified immediately of important announcements to the ASX.

Investment Briefings

Havilah holds investment briefings for shareholders, analysts and other interested parties at various locations and times when directors believe it is appropriate. All information provided at these briefings is provided in accordance with Havilah’s continuous disclosure obligations.

Website: www.havilah-resources.com.au

Havilah believes its website is its most effective communication medium with shareholders, and therefore expends some effort keeping information on its website up to date and relevant. ASX announcements, quarterly reports and presentations plus relevant diagrams and photographs are regularly posted on Havilah’s website.

Diversity reporting

The Group recognises that a diverse and talented workforce is a competitive advantage and that the Group’s success is the result of the quality and skills of its people. The Board is committed to workplace diversity, with a particular focus on supporting the representation of women at a senior level of the Group and on the Board. The Group believes that it has attracted appropriately skilled people to perform the required key functions and will continue to adopt the policy of recruiting the best people available.

Due to the Group’s size and level of activity there has not been sufficient opportunity with which to measure the Group’s commitment to its diversity policy.

The Group currently has three full time female employees, one part time female employee, two part time male employees and seventeen full time male employees.

As at 31 July 2012 the percentage of its work force represented by females was 17.5% and female representation on the Group’s board of directors was zero.

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Directors’ ReportThe directors of Havilah Resources NL submit herewith this directors report and the attached financial report of the Company for the financial year ended 31 July 2012. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

The names and particulars of the directors of the Company during or since the end of the financial year are:Keith Robert Johnson Christopher William Giles Kenneth Graham Williams

Details of the Directors are:

Keith Robert Johnson (Executive Chairman) BSc(Hons), PhD, FAusIMM, aged 65

Dr Bob Johnson, a geologist, is one of the world’s leading practitioners of the application of computers to geological modelling and mine planning.

His company, Maptek Pty Ltd, is a major supplier of technical mining software with a network of integrated offices across Australia, North and South America, Africa and Europe marketing the interactive Vulcan mining system. This experience has provided a broad understanding of orebodies and of the role of 3D geometry in structural geology.

Dr Johnson, a resident of Adelaide, is a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of the American Society of Mining Engineers.

Christopher William Giles (Executive Technical Director) BSc(Hons), PhD, MAIG, aged 58

Dr Chris Giles is an experienced geologist having supervised exploration programs for a variety of organisations all over the world.

During his career he has worked on exploration teams that have been directly responsible for the discovery of six operating gold mines. As exploration manager of East African Gold Mines Limited he was responsible for ground selection and supervising initial exploration programs that resulted in the discovery of two substantial gold deposits in the Mara region of Tanzania that are currently in production.

Dr Giles is a resident of Adelaide and a Member of the Australian Institute of Geoscientists.

Kenneth Graham Williams (Non-executive Director) BEc(Hons), MAppFin, MAICD, aged 51

Mr Williams has extensive experience in mining finance and his skills complement the technical skills of Drs Johnson and Giles. Mr Williams has previously held roles in the treasury operations at Qantas Airways Limited and Normandy Mining Limited, before becoming Chief Financial Officer of Normandy, then Group Executive Finance and Business Manager at Newmont Australia Limited. He is currently non-executive director on a number of public, private and not-for-profit boards.

Mr Williams is a resident of Adelaide and a member of the Australian Institute of Company Directors.

Directorships of other listed companies

Directorships of other listed companies held by directors in the three years immediately before the end of the financial year are as follows:

Name Company Period of DirectorshipK R Johnson Curnamona Energy Limited since January 2005K R Johnson Geothermal Resources Limited to 13 January 2012C W Giles Curnamona Energy Limited since January 2005C W Giles Geothermal Resources Limited to 13 January 2012K G Williams Curnamona Energy Limited since January 2005K G Williams Geothermal Resources Limited to 13 January 2012K G Williams AWE Limited since August 2009

Company Secretary

Edward James Grose CPA, aged 65

Mr Grose has been employed by Maptek Pty Ltd for 18 years as financial controller. Prior to that he worked for four years in a public accounting practice and has also had 20 years in the banking industry in a variety of roles. Mr Grose is a resident of Adelaide and a member of CPA Australia.

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Directors’ Report

PRINCIPAL ACTIVITIES

The principal activity of the Group (Havilah Resources NL and its controlled entities) is exploration for gold, base metals and other mineral deposits.

DIVIDENDS

No dividends were paid or declared since the start of the financial year, and the Directors do not recommend the payment of dividends in respect of the financial year.

REVIEW OF OPERATIONS

The main activities and achievements during the year were as follows:

•SignificantupgradeofKalkaroo resource based on block modelling incorporating additional new drilling results and new metallurgical data, namely

Gold Cap: 18.7Mt @ 0.74 g/t Au Measured resource Main deposit: 124.5Mt @ 0.50% Cu & 0.39 g/t Au Measured + Indicated resource

resulting in a revised total metal inventory of 622,500 tonnes copper and 2 million ounces of gold for the Kalkaroo deposit.

•DeepdrillingprogramadjacenttoKalkaroodeposit thatdemonstratedcontinuityof themineralisationtoat leastafurther 150m down dip and also discovered a new hangingwall mineralised position.

•Newdiscoveriesofeconomicgradecopper-goldmineralisation inexplorationdrillingonKalkaroonorthandsouthdomes within trucking distance of the Kalkaroo deposit.

•SigningofanOptionandJointVentureAgreementwithMMGExplorationPtyLtd(MMG)relatingtoexplorationofallHavilah’s Curnamona exploration licences lying north of the Barrier Highway. The agreement excluded Kalkaroo EL 4645 and ML 6354 covering the Portia and North Portia deposits. MMG commenced field activities with an aeromagnetic survey that covered the entire tenement block.

• Intensiveeffortonprogressingminepermitting for thePortiaprojectwithDMITREanddiscussionswithfinanciers,contractors and stakeholders with the view to commencing production as early as possible. An experienced mining engineer was appointed as project manager.

•ExplorationdrillingresultedindiscoveryofnewironoremineralisationatGrants, new copper-gold mineralisation at Wilkins and economic copper grades at Eurinilla dome.

•Commencementofpreparationofdocumentationforminingapprovals forMaldorky iron ore project and Kalkaroo copper-gold project.

Following a strategic review it was decided to explore the possibility of selling down Havilah’s 100% interest in the Kalkaroo project to a strategic partner in order to hasten potential cash returns to shareholders. There was a considerable amount of interest with several major groups engaging in the second phase due diligence process which included site visits. However, this did not result in any cash offers that the Company considered to be sufficiently attractive to accept.

During the year successful takeovers were made for all of the outstanding shares not held by Havilah in Geothermal Resources Limited and Curnamona Energy Limited.

MMG subscribed for 4,000,000 Havilah shares at an issue price of $1.25, raising $5,000,000. At the end of the period Havilah announced a 1 for 10 pro-rata non-renounceable rights issue at an issue price of 65 cents, with each new share having an attaching free option exercisable at a price of $1.00 at any time within a period of 12 months from the date of issue.

CHANGES IN THE COMPOSITION OF THE CONSOLIDATED ENTITY

During the-year ended 31 July 2012 Havilah Resources NL (“Havilah”) announced takeover bids for all the shares in Geothermal Resources Limited (“Geothermal”) and Curnamona Energy Limited (“Curnamona”) not held by it. The takeover offers were on the basis of one Havilah ordinary share for every four Geothermal ordinary shares and one Havilah ordinary share for every five Curnamona shares and one Havilah listed option for every five Curnamona listed options held. The options have an exercise price of 75 cents and expire on 23 March 2014.

On 29 November 2011 Havilah announced that it held a relevant interest in the issued capital of Geothermal of more than 90% and that it would proceed to compulsorily acquire the remaining Geothermal shares that it did not already hold.

On 19 June 2012 Havilah announced that it held a relevant interest in the issued capital of Curnamona of more than 90% and that it would proceed to compulsorily acquire the remaining Curnamona shares that it did not already hold.

CHANGES IN STATE OF AFFAIRS

During the financial year there was no significant change in the state of affairs of the Group.

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Directors’ Report

SUBSEQUENT EVENTS

Other than noted elsewhere in this report or attached financial statements or notes thereto, there has been no matter or circumstance that has arisen since the end of the financial year, that has significantly affected or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

ENVIRONMENTAL REGULATIONS

The Group carries out exploration activities on its exploration tenements in South Australia.

The Group’s exploration operations are subject to environmental regulations under the various laws of South Australia and the Commonwealth. The Group adopts a best practice approach in satisfaction of the regulations. No breaches of the regulations have occurred during the year.

FUTURE DEVELOPMENTS

Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report.

SHARE OPTIONS

During and since the end of the financial year 1,803,548 share options were issued to option holders of Curnamona Energy Limited (“Curnamona”) pursuant to the Havilah Resources NL (“Havilah”) takeover offer dated 9 March 2012. Curnamona option holders received one Havilah option for every five Curnamona listed options held. These options are listed on the Australian Securities Exchange, have an exercise price of 75 cents and must be exercised on or before 23 March 2014. During and since the end of the financial year 6,340 of these options were exercised.

During and since the end of the financial year 4,223,873 bonus share options were issued to shareholders of Havilah Resources NL (“Havilah”) pursuant to the Rights Issue announced on 31 July 2012. Each shareholder who was eligible to participate received one free option for each new share subscribed for. The options are listed on the Australian Securities Exchange, have an exercise price of $1.00 and must be exercised on or before 30 August 2013. During and since the end of the financial year 27 of these options were exercised.

During and since the end of the financial year 1,002,000 options to acquire ordinary shares in Havilah Resources NL were granted under the Company’s employee share option plan, 120,000 options previously granted under the Company’s employee share option plan were cancelled and 75,000 options previously granted under the Company’s employee share option plan lapsed.

During and since the end of the financial year no options to acquire ordinary shares in Curnamona Energy Limited were granted under the Curnamona Energy Limited employee share option plan, 1,450,000 options previously granted under the Curnamona Energy Limited employee share option plan were cancelled following Havilah Resources NL’s successful takeover bid for all the shares in Curnamona Energy Limited not previously held by Havilah Resources NL and no options previously granted under the Curnamona Energy Limited employee share option plan lapsed.

During and since the end of the financial year no options to acquire ordinary shares in Geothermal Resources Limited were granted under the Geothermal Resources Limited employee share option plan, 200,000 options previously granted under the Geothermal Resources Limited employee share option plan were cancelled following Havilah Resources NL’s successful takeover bid for all the shares in Geothermal Resources Limited not previously held by Havilah Resources NL and 225,000 options previously granted under the Geothermal Resources Limited employee share option plan lapsed.

During and since the end of the financial year no share options were granted to the directors of Havilah Resources NL, Geothermal Resources Limited or Curnamona Energy Limited as part of their remuneration. 2,000,000 share options previously granted to the directors of Geothermal Resources Limited were exercised during the year and 8,000,000 share options previously granted to the directors of Curnamona Energy Limited were cancelled.

The following table sets out details of unlisted options held by the directors of Havilah Resources NL, Curnamona Energy Limited and Geothermal Resources Limited.

Havilah Resources NL Options issued

Options cancelled

Options exercised

Optionsexpired

Directors Number of options

issued

Number of ordinary

shares under option

Number of options cancelled

Number of options exercised

Number of ordinary

shares issued on exercise

Number of options

expiredK R Johnson - 3,500,000 - - - -C W Giles - 3,500,000 - - - -K G Williams - 800,000 - - - -

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SHARE OPTIONS (continued)

Curnamona Energy Limited Options issued

Options cancelled

Options exercised

Optionsexpired


issued

Number of ordinary

shares under option



Number of ordinary


Number of options

expiredK R Johnson - 3,600,000 3,600,000 - - -C W Giles - 3,600,000 3,600,000 - - -K G Williams - 800,000 800,000 - - -P J Staveley - - - - - -

Geothermal Resources Ltd Options issued

Options cancelled

Options exercised

Optionsexpired


issued

Number of ordinary

shares under option



Number of ordinary


Number of options

expiredK R Johnson - 900,000 - 900,000 900,000 -C W Giles - 900,000 - 900,000 900,000 -K G Williams - 200,000 - 200,000 200,000 -M S Janes - - - - - -

Details of unissued shares or interests under option as at the date of this report are:

Issuing entityNumber of

ordinary shares under option

Class of shares Exercise price of option

Expiry date of option

Havilah Resources NL(2) 100,000 Ordinary $1.50 4 April 2013Havilah Resources NL(2) 150,000 Ordinary $0.46 23 March 2014Havilah Resources NL(1) 1,800,000 Ordinary $1.99 10 January 2013Havilah Resources NL(1) 6,000,000 Ordinary $0.96 20 November 2014Havilah Resources NL(2) 1,100,000 Ordinary $0.96 20 November 2014Havilah Resources NL(2) 560,000 Ordinary $0.76 27 May 2014Havilah Resources NL(2) 200,000 Ordinary $0.76 27 May 2015Havilah Resources NL 500,000 Ordinary $2.25 6 March 2013Havilah Resources NL 1,000,000 Ordinary $1.80 6 March 2013Havilah Resources NL(3) 19,196,537 Ordinary $0.50 30 October 2013Havilah Resources NL(4) 1,797,116 Ordinary $0.75 23 March 2014Havilah Resources NL(5) 4,223,838 Ordinary $1.00 30 August 2013Havilah Resources NL(2) 400,000 Ordinary $0.98 23 February 2016Havilah Resources NL(2) 602,000 Ordinary $1.09 25 June 2016

(1) Director options(2) Options issued under the employee share option plan(3) Issued pursuant to a prospectus dated 28 September 2010(4) Issued pursuant to Takeover Bid Implementation Agreement entered into by Havilah Resources NL and Curnamona

Energy Limited dated 9 March 2012(5) Issued pursuant to prospectus dated 31 July 2012

DIRECTORS’ INTERESTS

The following table sets out each director’s relevant interest in shares and options of Havilah Resources NL as at the date of this report.

Directors Fully Paid Ordinary Shares Share Options - Listed Share Options - UnlistedK R Johnson 5,099,514 1,507,359 3,500,000C W Giles 13,399,551 4,187,820 3,500,000K G Williams 371,572 100,334 800,000

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MEETINGS OF DIRECTORS

The following table sets out the number of directors’ meetings held during the financial year while the person was a director and the number of meetings attended by each director.

NameDirectors’ Meetings Audit Committee

Held Attended Held AttendedK R Johnson 17 17 2 2C W Giles 17 17 2 2K G Williams 17 10 2 2

Due to the Company’s size and activities, the Company does not have a remuneration committee.

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration is included on page 70 of the annual report.

NON-AUDIT SERVICES

The Directors are of the opinion that the services as disclosed in Note 20 to the financial statements do not compromise the external auditor’s independence for the following reasons:

• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivityoftheauditor;and

• none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 “Code of Ethics for Professional Accountants” issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

INDEMNIFICATION OF OFFICERS AND AUDITORS

During the year the Company paid a premium in respect of a contract insuring the directors and officers of the Company against a liability incurred as such by a director or officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The Company has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate, against a liability, incurred as such by an officer or auditor.

REMUNERATION REPORT

This report outlines the remuneration arrangements in place for directors, other key management personnel of the Group and company secretary.

Director and other key management personnel details

The following persons acted as directors or other key management personnel of the Group during or since the end of the financial year:

• K R Johnson (Executive Chairman)

• C W Giles (Executive Technical Director)

• K G Williams (Non-executive Director)

• M S Janes (Non-executive Director of Geothermal Resources Limited only, appointed 21 August 2011 and resigned 28 November 2011)

• P J Staveley (Non-executive Director of Curnamona Energy Limited only, appointed 2 March 2012 and resigned 29 June 2012)

Company Secretary details

The following person acted as company secretary for the Company during or since the end of the financial year:

• E J Grose For

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REMUNERATION REPORT (continued)

Relationship between the remuneration policy and company performance

The tables below set out summary information about the Group’s earnings and movements in shareholder wealth to 31 July 2012.

31 July 2012$

31 July 2011$

31 July 2010$

31 July 2009$

31 July 2008$

Revenue 250,095 523,000 521,192 1,010,244 2,263,295Net loss before tax (5,659,087) (3,023,548) (1,195,310) (1,091,275) (7,730,936) Net loss after tax (5,887,799) (3,041,752) (1,195,310) (1,102,502) (8,483,186) Loss attributable to equity holders of the parent (3,571,667) (2,576,450) (1,195,310) (1,091,275) (8,483,186)

31 July 2012$

31 July 2011$

31 July 2010$

31 July 2009$

31 July 2008$

Share price at beginning of year $0.63 $0.36 $0.59 $1.15 $2.35Share price at end of year $0.64 $0.63 $0.36 $0.59 $1.15Basic earnings per share (3.7) cents (3.1) cents (1.2) cents (1.4) cents (5.1) centsDiluted earnings per share (3.7)cents (3.1) cents (1.2) cents (1.4) cents (5.1) cents

No dividends have been declared during the five years ended 31 July 2012 and the Directors do not recommend the payment of a dividend in respect of the year ended 31 July 2012.

There is no link between the Group’s performance and the setting of remuneration except as discussed below in relation to options for directors, other key management personnel and company secretary.

Remuneration policy

Due to its size, the Group does not have a remuneration committee. The compensation of directors is reviewed by the Board of Directors with the exclusion of the director concerned. The compensation of other key management personnel is reviewed by the Board of Directors.

The Board of Directors assesses the appropriateness of the nature and amount of remuneration of such persons on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum shareholder benefit from retention of high quality directors and other key management personnel. External advice on remuneration matters is sought whenever the Board of Directors deems it necessary.

Issues of share options to directors as part of their remuneration in prior years were not dependent on the satisfaction of performance conditions other than as set out below. These conditions have been determined to align the performance of the directors with the performance of the Company.

The remuneration of other key management personnel and company secretary is not dependent on the satisfaction of performance conditions.

Remuneration philosophy

The performance of the Group depends on the quality of its directors and other key management personnel and therefore the Group must attract, motivate and retain appropriately qualified industry personnel. The Group embodies the following principles in its remuneration framework:

• providecompetitiverewardstoattractandretainhighcalibredirectorsandotherkeymanagementpersonnel;

• linkexecutiverewardstoshareholdervalue(bythegrantingofshareoptions);

• linkrewardswiththestrategicgoalsandperformanceoftheGroup;and

• ensuretotalremunerationiscompetitivebymarketstandards.

Executive Director remuneration

The Board of Directors seeks to set remuneration of executive directors 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 appropriate at this stage of the Group’s development.

Currently the Group has services agreements with entities associated with K R Johnson and C W Giles, details of which are set out below.

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Non-Executive Director remuneration

The Board of Directors seeks to set remuneration of the non-executive directors 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 appropriate at this stage of the Group’s development.

Currently, as non-executive director, K G Williams is entitled to receive directors fees of $44,000 per annum, increased from $33,000 per annum on 1 October 2011. K G Williams is also a non-executive director of Curnamona Energy Limited and Geothermal Resources Limited. Mr Williams received directors fees of $20,000 per annum as a non-executive director of Curnamona Energy Limited, but will cease receiving directors fees from Curnamona Energy Limited following the acquisition of Curnamona Energy Limited by Havilah Resources NL. For the financial year ended 31 July 2012 he received director and consulting fees of $23,000 from Geothermal Resources Limited, but will cease receiving directors fees from Geothermal Resources Limited following the acquisition of Geothermal Resources Limited by Havilah Resources NL.

On 20 August 2011 M S Janes was appointed a non-executive director of Geothermal Resources Limited. For the financial year ended 31 July 2012 he received director and consulting fees of $6,600. Mr Janes resigned as a director of Geothermal Resources Limited on 28 November 2011.

On 2 March 2012 P J Staveley was appointed a non-executive director of Curnamona Energy Limited. For the financial year ended 31 July 2012 he received director and consulting fees of $14,327. Mr Staveley resigned as a director of Curnamona Energy Limited on 29 June 2012.

Company Secretary remuneration

E J Grose is the Company’s secretary. He is an employee of an entity associated with K R Johnson. He receives no remuneration from the Group, other than share options.

Consultancy Agreements

The Group has entered into consultancy agreements with related entities of K R Johnson and C W Giles. Should the agreements be terminated at an earlier date, a contingency exists for the contracted amount payable to the end of the term. As at 31 July 2012, the Group had a contingent liability in relation to these agreements of $511,640 (2011: $204,656). The Directors may terminate the agreements by giving one month’s notice.

Details of consultancy agreements entered into by Havilah Resources NL and outstanding as at 31 July 2012 are set out below.

Director Type Details Term

K R Johnson ConsultancyMinimum of 1600 hours per annum at $153,492 per annum and additional hours at $100 per hour.

Two years from 21 March 2012 with an option for Havilah Resources NL to extend the term for a further two years.

C W Giles ConsultancyMinimum of 1600 hours per annum at $153,492 per annum and additional hours at $100 per hour.

Two years from 21 March 2012 with an option for Havilah Resources NL to extend the term for a further two years.

Consultancy agreements entered into by Curnamona Energy Limited with related entities of K R Johnson and C W Giles expired on 19 February 2012. These agreements have been extended by Curnamona Energy Limited on a month by month basis from 20 April 2012 and were terminated on 1 August 2012. Each executive director was entitled to consulting fees of $5,758 per month for a minimum of 50 hours per month.

During the current financial year no consultantcy fees were paid by Geothermal Resources Limited to the two executive directors.

Share-based payments granted as compensation for the current year

The Group operates ownership-based share option schemes for executives, employees and contractors of Havilah Resources NL. In accordance with the provisions of the plans, as approved by shareholders at a previous annual general meeting, the Directors may grant to executives, employees and contractors options to purchase parcels of ordinary shares at an exercise price set by the Directors.

Each share option converts into one ordinary share of the company when exercised.

Other than share options issued to directors above, no other share options have been issued to key management personnel.

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Summary of amounts paid to key management personnel and company secretary

The following table discloses the compensation of the key management personnel and company secretary (E J Grose):

2012Short term

employee benefits (including

Consulting Fees*)$

Postemployment

Super-annuation

$

Share-based payments

options$**

Total$

Percentage of total remuneration

for the year that consists of

OptionsK R JohnsonFrom Havilah Resources NL 153,492 - 103,756*** 257,248From Curnamona Energy Limited 69,096 - 27,941*** 97,037From Geothermal Resources Limited - - 3,698*** 3,698Total 222,588 - 135,395 357,983 38%C W GilesFrom Havilah Resources NL 153,492 - 103,756*** 257,248From Curnamona Energy Limited 69,096 - 27,941*** 97,037From Geothermal Resources Limited - - 3,698*** 3,698Total 222,588 - 135,395 357,983 38%K G WilliamsFrom Havilah Resources NL 43,920 - 23,057*** 66,977From Curnamona Energy Limited 20,000 6,208*** 26,208From Geothermal Resources Limited 23,000 - 821*** 23,821Total 86,920 - 30,086 117,006 26%E J GroseFrom Havilah Resources NL - - 970*** 970From Curnamona Energy Limited - - - -From Geothermal Resources Limited - - - -Total - - 970 970 100%M S JanesFrom Havilah Resources NL - - - -From Curnamona Energy Limited - - - -From Geothermal Resources Limited 6,600 - - 6,600Total 6,600 - - 6,600 -P J StaveleyFrom Havilah Resources NL - - - -From Curnamona Energy Limited 14,327 - - 14,327From Geothermal Resources Limited - - - -Total 14,327 - - 14,327 -Total 553,023 - 301,846 854,869

* Consulting fees paid to nominated company in which the key management personnel has a controlling interest.** Share options do not represent cash payments to key management personnel and company secretary. Share options

granted may or may not be exercised by key management personnel.*** Amortisation of options granted over vesting period.

No key management personnel appointed during the year received a payment as part of his consideration for agreeing to hold the position.

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Summary of amounts paid to key management personnel and company secretary (continued)

The following table discloses the compensation of the key management personnel and company secretary (E J Grose):

2011Short term

employee benefits (including

Consulting Fees*)$

Postemployment

Super-annuation

$

Share-based payments

options$**

Total$

Percentage of total remuneration

for the year that consists of

OptionsK R JohnsonFrom Havilah Resources NL 153,492 - 484,195*** 637,687From Curnamona Energy Limited 69,096 - 113,807*** 182,903From Geothermal Resources Limited 17,055 - 29,488*** 46,543Total 239,643 - 627,490 867,133 72%C W GilesFrom Havilah Resources NL 153,492 - 484,195*** 637,687From Curnamona Energy Limited 70,296 - 113,807*** 184,103From Geothermal Resources Limited 19,897 - 29,488*** 49,385Total 243,685 - 627,490 871,175 72%K G WilliamsFrom Havilah Resources NL 34,417 - 107,599*** 142,016From Curnamona Energy Limited 20,000 25,290*** 45,290From Geothermal Resources Limited 14,000 - 6,557*** 20,557Total 68,417 - 139,446 207,863 67%E J GroseFrom Havilah Resources NL - - 3,520*** 3,520From Curnamona Energy Limited - - - -From Geothermal Resources Limited - - 73*** 73Total - - 3,593 3,593 100%Total 551,745 - 1,398,019 1,949,764

* Consulting fees paid to nominated company in which the key management personnel has a controlling interest.** Share options do not represent cash payments to key management personnel and company secretary. Share options

granted may or may not be exercised by key management personnel.*** Amortisation of options granted over vesting period.

No key management personnel appointed during the year received a payment as part of his consideration for agreeing to hold the position.

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Directors’ Report


Share options held by key management personnel and company secretary (continued)

During the financial year, the following share options were on issue:

Company Options series Grant date Expiry dateGrant

date fair value

Vesting date

Havilah Resources NL Director Options 19 December 2007 10 January 2013 $1.07 10 January 2008Havilah Resources NL Director Options 23 November 2010 20 November 2014 $0.23 **Havilah Resources NL Issued 22 April 2008 4 April 2008 4 April 2013 $0.55 *Curnamona Energy Limited Director Options 19 December 2007 10 January 2013 $0.70 10 January 2008Curnamona Energy Limited Director Options 24 December 2010 23 December 2014 $0.08 **Geothermal Resources Limited Director Options 5 January 2011 3 January 2015 $0.07 **Geothermal Resources Limited Issued 19 Oct 2006 19 October 2006 19 October 2011 $0.13 *

* One fifth of the options vest in each year (on the issue date in the first year and the anniversary of the issue date in subsequent years) and can be exercised in that year upon vesting. Options not exercised during a particular year will accumulate and may be exercised in subsequent years until their expiry.

** One half of the options vest immediately and one half will only vest:

• Duringabidperiod;

• Atanytimeafterachangeofcontroleventhasoccurred;

• If, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction oftheCompanyoritsamalgamationwithanyothercompany;

• If the Company, either alone or as a party to a joint venture, commences construction of a material mineral developmentproject(applicabletoHavilahResourcesNLonly);

• If the Company sells a mineral project of the Company or an interest therein to a third party (other than a related body corporate or related entity of the Company) for a gross consideration valued at more than A$10 million (applicabletoHavilahResourcesNLonly);or

• If the market capitalisation of Curnamona Energy Limited or Geothermal Resources Limited at the time the options are issued to each director doubles (applicable to Curnamona Energy Limited and Geothermal Resources Limited only).

On 26 August 2011 Havilah Resources NL entered into a binding Takeover Bid Implementation Agreement with Geothermal Resources Limited and therefore the Geothermal Resources Limited options vested on that date.

On 9 March 2012 Havilah Resources NL entered into a binding Takeover Bid Implementation Agreement with Curnamona Energy Limited and therefore the Curnamona Energy Limited options vested on that date.

There are no performance criteria that need to be met in relation to options granted to directors on 19 December 2007 before the beneficial interest vests in the recipient. If at any time prior to the expiry date of the options, a director ceases to be a director of the relevant company for any reason other than retirement, permanent disability, redundancy or death, all options held by the director or his permitted nominee (as the case may be), will, to the extent that they have not been exercised beforehand, automatically lapse on the first to occur of:

• Theexpiryoftheperiodofonecalendarmonthfromthedateofsuchoccurrence;and

• The expiry date.

Executives, employees and contractors receiving options under option series issued on 22 April 2008 are entitled to the beneficial interests only if they continue to be employed with the company at the time of the respective vesting dates.

The Directors have decided that the performance conditions associated with options are appropriate, after consideration of industry practice.

During the year ended 31 July 2012:

• No share options were issued to key management personnel or company secretary (E J Grose) of Havilah Resources NL,CurnamonaEnergyLimitedorGeothermalResourcesLimitedrespectively;

• 8,000,000 share options held by key management personnel or company secretary of Curnamona Energy Limited werecancelled.Thevalueoftheseshareoptionswas$80,000;and

• 2,000,000 share options issued to key management personnel or company secretary of Geothermal Energy Limited were exercised. The value of the share options was nil.

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Valueofoptions–basisofcalculation:

• Value of options granted at issue date is calculated by multiplying the fair value of options at issue date by the number of options granted during the financial year.

• Value of options exercised at exercise date is calculated by multiplying the fair value of options at the time they are exercised (calculated as the difference between exercise price and the Australian Securities Exchange last sale price on the day that the options were exercised) by the number of options exercised during the financial year. Where the exercise price is greater than the last sale price, the value is nil.

• Value of options cancelled is calculated by multiplying the fair value of options at the time they were cancelled (one cent per option, being the payment that was made to the employees of Curnamona Energy Limited who had share options to cancel their share options) by the number of options cancelled during the financial year. The directors agreed not to receive a payment to cancel their share options.

• Value of options lapsed at the lapse date is calculated by multiplying the fair value of options at the time they lapsed by the number of options lapsed during the financial year.

The total value of options included in compensation for the financial year is calculated in accordance with Accounting Standard AASB 2 “Share-based Payment”. Options granted during the financial year are recognised in compensation over their vesting period.

2011 Remuneration Report

At the Company’s annual general meeting held on 6 December 2011 no comments were made by shareholders in relation to the 2011 remuneration report. When the remuneration report was put to a vote to accept the report the resolution was rejected on the basis of proxy votes received. The Company received no explanation as to why shareholders voted against the resolution and the shareholder that voted against the resolution did not attend the Annual General Meeting.

The Board has taken no action in relation to the rejection of the remuneration report as no explanation was given by the particular shareholder that voted against the resolution.

Signed on 26 October 2012 in accordance with a resolution of directors made pursuant to Section 298(2) of the Corporations Act 2001.

On behalf of the Directors

K R JohnsonChairmanAdelaide

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Notes to the financial statements are included on pages 35 to 68

Consolidated Statement of Comprehensive Income

HAVILAH RESOURCES NLCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 JULY 2012

NoteYear ended 31/7/2012

Year ended 31/7/2011

Restated (Note 35)$ $

Revenue 3(a) 248,378 369,637Other income 3(b) 1,717 153,363Depreciation and amortisation expense 10 (338,705) (366,518)Insurance expense (107,902) (134,238) Management fees (561,747) (525,484)Consultant fees (185,726) (69,003)Legal fees (122,408) (40,228)Directors fees (107,777) (67,750)Audit and review fees (97,800) (106,000)Listing and shareholder administration fees (197,739) (182,816)Finance costs (34,421) (57,002)Computer charges (42,123) (30,516)Employee expense (69,955) (81,413)Exploration expenditure written off 8 (3,243,993) (21,110)Share based payments (608,483) (1,748,639)Motor vehicle expenses (12,537) (20,965)Impairment of other financial assets (68,832) -Rehabilitation expenses (38,547) -Other expenses (70,487) (102,773)Loss before tax 3(c) (5,659,087) (3,031,455)Income tax expense 4 (228,712) (10,297)Loss for the year (5,887,799) (3,041,752)Other comprehensive incomeGain on available-for-sale investments taken to equity 103,247 4,917Income tax expense relating to other comprehensive income (30,975) (1,474)Total other comprehensive income for the year 72,272 3,443Total comprehensive income for the year (5,815,527) (3,038,309)

Loss attributable to:Equity holders of the parent (3,571,667) (2,576,450)Non controlling interest (2,316,132) (465,302)

(5,887,799) (3,041,752)Total comprehensive income attributable to:Equity holders of the parent 72,272 3,443Non controlling interest - -

72,272 3,443

Earnings per share: Basic (cents per share) 24 (3.7) (3.1)Earnings per share: Diluted (cents per share) 24 (3.7) (3.1)

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Consolidated Statement of Financial Position


HAVILAH RESOURCES NLCONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JULY 2012

Note 31/7/201231/7/2011Restated (Note 35)

31/7/2010Restated (Note 35)

$ $ $Current AssetsCash and cash equivalents 5 3,282,346 5,003,069 10,218,233Trade and other receivables 6 80,157 134,228 64,493Other 7 62,416 51,650 43,091Total Current Assets 3,424,919 5,188,947 10,325,817Non-Current AssetsExploration and evaluation expenditure 8 38,633,886 43,908,863 39,523,693Other financial assets 9 799,750 765,333 740,417Plant and equipment 10 1,372,856 1,631,790 1,761,931Deferred tax asset 4 - - -Total Non-Current Assets 40,806,492 46,305,986 40,026,041

TOTAL ASSETS 44,231,411 51,494,933 52,351,858

Current LiabilitiesTrade and other payables 11 782,386 525,491 431,681Borrowings 12 54,499 215,479 277,597Provisions 13 258,005 193,707 199,162Other 34 - 14,000,000 14,000,000Total Current Liabilities 1,544,890 14,934,677 14,908,440Non-Current LiabilitiesBorrowings 14 4,005 58,489 273,968Provisions 15 142,526 186,868 -Other 16 2,495,738 2,495,738 2,495,738Total Non-Current Liabilities 2,642,269 2,741,095 2,769,706TOTAL LIABILITIES 3,737,159 17,675,772 17,678,146

NET ASSETS 40,494,252 33,819,161 34,673,712

EquityIssued capital 17 44,974,487 25,881,381 25,446,287Reserves 18 8,560,475 10,043,300 8,495,501Accumulated losses (13,040,710) (9,469,043) (6,892,593)Equity attributable to owners of the Company 40,494,252 26,455,638 27,049,195Non-controlling interest - 7,363,523 7,624,517

TOTAL EQUITY 40,494,252 33,819,161 34,673,712

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Consolidated Statement of Changes in EquityH

AVIL

AH

RES

OU

RCES

NL

CON

SOLI

DAT

ED S

TATE

MEN

T O

F CH

AN

GES

IN E

QU

ITY

FOR

THE

FIN

AN

CIA

L YE

AR

END

ED 3

1 JU

LY 2

012

Shar

e

capi

tal

Buy

Out

Rese

rve

Shar

e op

tion

re

serv

e

Ava

ilabl

e fo

r sal

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valu

atio

nre

serv

eA

ccum

ulat

ed

loss

es

Att

ribu

tabl

e to

ow

ners

of t

he

pare

nt

Non

-co

ntro

lling

in

tere

stTo

tal

$$

$$

$$

$$

Bala

nce

at 1

Aug

ust 2

010

(res

tate

d)25

,446

,287

-8,

495,

501

-(6

,892

,593

)27

,049

,195

7,62

4,51

734

,673

,712

Loss

for t

he y

ear

--

--

(2,5

76,4

50)

(2,5

76,4

50)

(465

,302

)(3

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)G

ain

on a

vaila

ble

for s

ale

inve

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--

-4,

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to o

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(1,4

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ompr

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for t

he y

ear

--

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(2,5

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(2,5

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(465

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)(3

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)Is

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of 4

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exe

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Cost

s as

soci

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with

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e of

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--

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31

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125

,881

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333

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Not

es to

the

finan

cial

sta

tem

ents

are

incl

uded

on

page

s 35

to 6

8

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Not

es to

the

finan

cial

sta

tem

ents

are

incl

uded

on

page

s 35

to 6

8

HAV

ILA

H R

ESO

URC

ES N

LCO

NSO

LID

ATED

STA

TEM

ENT

OF

CHA

NG

ES IN

EQ

UIT

YFO

R TH

E FI

NA

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AL

YEA

R EN

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31

JULY

201

2

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e op

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re

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e

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ilabl

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umul

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e to

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$$

$$

$$

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Aug

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011

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ss fo

r the

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)(5

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--

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ompr

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inco

me

for t

he y

ear

--

-72

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(3,5

71,6

67)

(3,4

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(851

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--

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Shar

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to d

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of G

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esou

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on

exer

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--

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0,00

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of 7

,223

,211

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6 sh

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ns p

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ant t

o ta

ke-o

ver o

ffer d

ated

9 M

arch

201

2 to

acq

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all

the

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apita

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Curn

amon

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not

alre

ady

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Reso

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s N

L5,

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--

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0,99

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)-

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o Cu

rnam

ona

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heir

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ing

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e op

tions

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0)-

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(14,

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4,50

0)Co

sts

asso

ciat

ed w

ith th

e is

sue

of s

hare

s(8

63,2

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--

--

(863

,270

)(2

,350

)(8

65,6

20)

Rela

ted

inco

me

tax

258,

981

--

--

258,

981

705

259,

686

Issu

e of

sha

re o

ptio

ns-

-9

--

9-

9Sh

are

base

d pa

ymen

t-

-55

0,82

5-

-55

0,82

557

,658

608,

483

Tran

sfer

on

exer

cise

of o

ptio

ns b

y di

rect

ors

--

(47,

920)

--

(47,

920)

47,9

20-

Bala

nce

at 3

1 Ju

ly 2

012

44,9

74,4

87(2

,599

,798

)11

,084

,556

75,7

17(1

3,04

0,71

0)40

,494

,252

-40

,494

,252

Consolidated Statement of Changes in EquityF

or p

erso

nal u

se o

nly


Consolidated Statement of Cash Flows


HAVILAH RESOURCES NLCONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 JULY 2012

NotesYear ended31/7/2012

Year endedRestated

31/7/2011$ $

Cash flow from operating activitiesReceipts from customers - -Payments to suppliers (1,337,155) (1,247,646)Interest and other costs of finance paid (34,421) (57,002)Net cash used in operating activities 26(b) (1,371,576) (1,304,648)Cash flow from investing activitiesInterest received 248,862 369,223Payment for bank guarantee deposits - (20,000)Payments for exploration and evaluation (4,836,180) (4,124,113)Payment to Curnamona Energy Limited employees to cancel their Curnamona Energy Limited share options (14,500) -Proceeds from sale of petroleum exploration licence - 200,000Payment for costs associated with sale of exploration licence - (5,000)Proceeds from sale of plant and equipment 5,000 -Payments for plant and equipment (85,063) (236,377)Net cash used in investing activities (4,681,881) (3,816,267) Cash flow from financing activitiesProceeds from issue of shares 5,113,809 222,560Proceeds from shares issued to non-controlling interest 300,000 -Payments for share issue costs (865,620) (39,237)Proceeds from issue of share options 9 25Repayment of borrowings (215,464) (277,597)Net cash provided by/(used in) financing activities 4,332,734 (94,249)

Net decrease in cash (1,720,723) (5,215,164)

Cash at beginning of financial year 5,003,069 10,218,233Cash at end of financial year 26(a) 3,282,346 5,003,069

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Notes to the Financial Statements1 SUMMARY OF ACCOUNTING POLICIES

Statement of compliance

The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (“IFRS”).

The financial statements were authorised for issue by the Directors on 26 October 2012.

Basis of preparation

The financial report has been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars.

During the year ended 31 July 2012 the Company made takeover bids for all the shares in Geothermal Resources Limited (“Geothermal”) that it did not own (44.42%) and Curnamona Energy Limited (Curnamona) that it did not own (54.62%). As these were transactions between owners they were accounted for as an acquisition of a non-controlling interest in a subsidiary. In accounting for the acquisition of a non-controlling interest no adjustments have been made to the carrying amounts of the assets and liabilities as recorded in Geothermal’s and Curnamona’s financial statements. Any differences between the carrying value of the non-controlling interest and the consideration paid is recorded in the “buy out” reserve.

The Directors have elected under section 334 (5) of the Corporations Act 2001 to apply AASB 10 “Consolidated Financial Statements”, AASB 11 “Joint Arrangements”, AASB 12 “Disclosure of Interests in Other Entities”, AASB 127 “Separate Financial Statement” (August 2011) and AASB 128 “Investments in Associates and Joint Ventures” (August 2011) in advance of their effective date. The Standards are not effective until annual periods beginning on or after 1 January 2013, and the compulsory effective date for the Company would be for the financial year beginning 1 August 2013. Other than the impact of the adoption of AASB 10 as disclosed in Note 25 to the financial statements, the adoption of the other various Australian Accounting Standards has no impact on the Group’s financial statements.

In the application of accounting standards management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following significant accounting policies have been adopted in the preparation and presentation of the financial report:

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) (referred to as ‘the Group’ in these financial statements). Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with an entity (subsidiary) and has the ability to affect those returns through its power over the entity (subsidiary).

The results of subsidiaries acquired or disposed of during the year are included in the statement of comprehensive income from the date the Company obtains control of a subsidiary until such time as the Company loses control of the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. The interests on non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition the carrying amount of non-controlling interests is the amount of these interests at initial recognition plus non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributable to non-controlling interests even if this results in the non-controlling interest having a deficit basis.

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Notes to the Financial Statements

1 SUMMARY OF ACCOUNTING POLICIES (continued)

(a) Basis of consolidation (continued)

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to owners of the Company.

Where the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:

(i)theaggregateofthefairvalueoftheconsiderationreceivedandthefairvalueofanyretainedinterest;and

(ii) the previous carrying amount of the assets and liabilities of the subsidiary and any controlling interests.

Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 “Financial Instruments: Recognition and Measurement” or, where appropriate, the cost on initial recognition of an investment in an associate or jointly controlled entity.

(b) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash in banks and bank deposits.

(c) Exploration and evaluation expenditure

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

i)therightstotenureoftheareaofinterestarecurrent;andii) at least one of the following conditions is also met:

• the exploration and evaluation expenditures are expected to be recouped through successfuldevelopmentandexplorationoftheareaofinterest,oralternatively,byitssale;or

• exploration andevaluation activities in the areaof interesthavenot at the reportingdate reachedastage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

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

Exploration and evaluation assets are assessed for impairment when facts and circumstances (as defined in AASB 6 “Exploration for and Evaluation of Mineral Resources”) suggest that the carrying amount of exploration and evaluation assets may exceed its recoverable amount. The recoverable amount of the exploration and evaluation assets (or the cash-generating unit(s) to which they have been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any).

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment, reclassified to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

(d) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured at the present value of the estimated future cash outflows to be made by the group in respect of services provided by employees up to reporting date.

Contributions to accumulated benefit superannuation plans are expensed when incurred.

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(e) Government grants

Government grants are assistance by government in the form of transfers of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the Group.

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attached to them and the grant will be received. Government grants whose primary condition is to assist with exploration activities are recognised as deferred income in the statement of financial position and recognised as income on a systematic basis when the related exploration and evaluation expenditure is written off or amortised.

Other government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate on a systematic basis. Government grants receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised as income in the period in which it becomes receivable.

(f) Financial assets

Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs.

Subsequent to initial recognition, investments in subsidiaries are measured at cost in the company financial statements.

Other financial assets are classified into the following specified categories: held-to-maturity investments, available-for-sale financial assets, and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Held-to-maturity investmentsBills of exchange and debentures are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or where appropriate, a shorter period.

Available-for-sale financial assetsCertain shares and share options held by the Group are classified as being available-for-sale and are stated at fair value less impairment. Gains and losses arising from changes in fair value are recognised directly in the available-for-sale revaluation reserve, until the investment is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in the available-for-sale revaluation reserve is included in profit or loss for the year. Fair value has been determined based on quoted market prices.

Loans and receivablesTrade receivables, loans and other receivables are recorded at amortised cost less impairment.

Impairment of financial assetsFinancial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised directly in equity.

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(g) Financial instruments issued by the Group

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Other financial liabilitiesOther financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis.

The effective interest rate method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

(h) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the costofacquisitionofanassetoraspartofanitemofexpense;or

ii) for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. 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 operating cash flows.

(i) Impairment of assets (other than exploration and evaluation)

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount 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 which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(j) Income tax

Current taxCurrent tax is calculated by references to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the year. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred taxDeferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

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(j) Income tax (continued)

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the year Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination.

Tax consolidationThe Company and its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. Havilah Resources NL is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group).

Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the Group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in Note 4 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants.

(k) Joint arrangements

Interests in joint operations are reported in the financial statements by including the Group’s share of assets employed in the joint operations, the share of liabilities incurred in relation to the joint operations and the share of any expenses incurred in relation to the joint operations in their respective classification categories.

(l) Leased assets

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

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

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.

Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset (refer to Note 1(m)).

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

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(m) Plant and equipment

Plant, machinery and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is provided on plant and equipment. Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period.

The following estimated useful lives are used in the calculation of depreciation:

• Plantandequipment 3-5years

• Plantandequipmentunderfinancelease 4years

(n) Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of their fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquistion-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interest in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 “Business Combinations” are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements arerecognised and measured in accordance with AASB 112 “Income Taxes” and AASB 119 “Employee Benefits” respectively;

• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-basedpaymentawardsaremeasuredinaccordancewithAASB2“Share-basedPayment”;and

• assets(ordisposalgroups)thatareclassifiedasheldforsaleinaccordancewithAASB5“Non-currentAssetsHeld for Sale and Discontinued Operations” are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date , and is subject to a maximum of one year.

(o) Revenue recognition

Interest revenueInterest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.F

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(p) Share-based payments

Equity-settled share-based payments granted after 7 November 2002 that vest on or after 1 January 2005, are measured at fair value at the date of grant. Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the issue date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.

(q) Adoption of new and revised accounting standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period and has early adopted AASB 10 “Consolidated Financial Statements”, AASB 11 “Joint Arrangements”, AASB 12 “Disclosure of Interests in Other Entities”, AASB 127 “Separate Financial Statement” (August 2011) and AASB 128 “Investments in Associates and Joint Ventures” (August 2011) in advance of their effective date.

Various other Standards and Interpretations were on issue but were not yet effective at the date of authorisation of the financial report. The directors have not yet completed a detailed review of the effect these standards will have on the financial statements of the Group.

2 SEGMENT INFORMATION

The Group manages its various exploration interests in Australia on a portfolio basis. There are three distinct portfolios, namely exploration activities undertaken by Havilah Resources NL (“Havilah”), Curnamona Energy Limited (“Curnamona”) and Geothermal Resources Limited (“Geothermal”). The decision to allocate resources to individual projects within each of the three portfolios is predominately based on available cash reserves, technical data and the expectations of future commodity and/or energy prices.

Consistent with the above, internal reports provided to the Directors for assessing performance and determining the allocation of resources within the Group only provide information about the cash resources available to each of Havilah, Curnamona and Geothermal, together with the related technical data arising from exploration in each entity’s portfolio.

In the opinion of the Directors, the group effectively operates in three segments, being Havilah exploration in Australia, Curnamona exploration in Australia and Geothermal exploration in Australia. As at 31 July 2012 the available cash reserve for Havilah, Curnamona and Geothermal was $2,454,855, $554,851 and $272,640 respectively (31 July 2011: $2,519,173, $2,291,363 and $192,533 respectively).

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Year ended31/7/12

$

Year ended31/7/11

$3 LOSS FROM OPERATIONS

(a) Revenue:Revenue consisted of the following items:

Interestrevenue–bankdeposits 248,378 369,637

(b) Other income:Other income consists of the following item:

Proceeds from insurance claim 1,717 -Gain on sale of exploration licence - 153,363

1,717 153,363

(c) Loss before income tax has been arrived at after charging the following expenses from continuing operations:Impairment of other financial assets (68,832) -Employee benefits expense:

Share-based payments: Equity-settled share-based payments(i) (608,482) (1,748,639)

Leave expense (69,955) (81,413)

Other employee benefits (107,777) (67,750)Total employee benefit expense (786,214) (1,897,802)

(i) Equity-settled share-based payments relate to share options granted during the current year and amortisation of options granted in prior periods to key management personnel and employees. Share options do not represent cash payments to key management personnel or employees and share options granted may or may not be exercised by the key management personnel or employees.

Year ended31/7/12

$

Year ended31/7/11

$4 INCOME TAX

(a) Income tax recognised in profit or lossDeferred tax expense relating to the origination and reversal of temporary differences and tax losses (Note 4d) 228,712 10,297

Total tax expense 228,712 10,297The prima facie income tax expense on loss before income tax reconciles to the tax expense in the financial statements as follows: Loss before tax (5,659,087) (3,031,455)Income tax income calculated at 30%(i) (1,697,726) (909,437)Share based payments 182,545 524,592Tax benefit of new entities entering the tax consolidation group (1,038,496) -Other 28,623 47,349Revenue tax losses de-recognised on new entities entering the tax consolidation group 3,069,977 -Revenue tax losses not recognised 527,831 851,821Prior year revenue tax losses recognised (844,042) (504,028)

228,712 10,297

(i) The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.F

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4 INCOME TAX (continued) Year ended

31/7/12$

Year ended31/7/11

$(b) Recognised deferred tax assets and (liabilities)

Deferred tax assets and (liabilities) are attributable to the following: Trade and other receivables (1,039) (1,218)

Plant and equipment (173,055) -

Exploration and evaluation expenditure (13,518,147) (13,060,226)

Other financial assets 130,450 140,775

Trade and other payables 55,032 61,439

Provisions 105,159 84,172

Deferred income 748,721 748,721

Other 203 284

Share issue costs 278,389 20,232

(12,374,287) (12,005,821)

Tax value of losses carried forward 12,374,287 12,005,821

Net deferred tax assets/(liabilities) - -

(c) Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Revenue tax losses:

Entities in tax consolidation group 31,075 875,117

Other subsidiaries - 620,311

Capital tax losses 11,407 11,407

42,482 1,506,835

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits.

(d) Movement in recognised net deferred tax asset

Year ended31/7/12

$

Year ended31/7/11

$Opening balance - -

Recognised in equity 228,712 10,297

Recognised in income (228,712) (10,297) Closing balance - -

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4 INCOME TAX (continued)

(e) Tax consolidation

Relevance of tax consolidation to the Group

The company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Havilah Resources NL. The members of the tax-consolidated group are identified at Note 29 to the financial statements.

Nature of tax funding arrangements and tax sharing agreements

Entities within the tax-consolidated group have entered into a tax-funding arrangement and a tax-sharing arrangement with the head entity. Under the terms of the tax-funding arrangement, Havilah Resources NL and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the tax-consolidated group.

The tax-sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax-consolidated group. The effect of the tax-sharing agreement is that each member’s liability for tax payable by the tax-consolidated group is limited to the amount payable to the head entity under the tax-funding agreement.

31/7/12$

31/7/11$

31/7/10$

5 CURRENT ASSETS – CASH AND CASH EQUIVALENTSCash on hand 76 76 140Cash at bank 405,359 203,212 418,779Cash on deposit 2,876,911 4,799,781 9,799,314

3,282,346 5,003,069 10,218,233

6 CURRENT TRADE AND OTHER RECEIVABLESGST recoverable 75,805 129,392 60,071Accrued interest receivable 4,352 4,836 4,422

80,157 134,228 64,493

7 CURRENT ASSETS-OTHER

Prepayments 62,416 51,650 43,091

8 NON-CURRENT EXPLORATION AND EVALUATION EXPENDITURECost brought forward 43,908,863 39,523,693 34,261,533Expenditure incurred during the year 4,969,016 4,347,917 5,321,900Site restoration (Note 15) - 100,000 -Exploration expenditure written off (3,243,993)(1) (21,110) (59,740)Glencore settlement (Note 34) (7,000,000) - -Exploration licence sold - (41,637) -Cost carried forward 38,633,886 43,908,863 39,523,693

(1) As a result of the failure of the leaching process at the Oban test site during the six months ended 31 January 2012, directors of Curnamona Energy Limited have written off all the capitalised exploration expenditure associated with the Oban site. The directors of Curnamona Energy Limited have also reviewed the carrying value of all exploration capitalised and where exploration relates to potential deposits that have similar characteristics as the Oban deposit, work has ceased and the amounts capitalised written off. The amount written off as a result of the above totalled $3,243,993.

The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective arrears of interest.

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31/7/12$

31/7/11$

31/7/10$

9 OTHER FINANCIAL ASSETSAt amortised cost:Bank deposits (Note 22(d)) 490,000 490,000 470,000At fair value:Available-for-sale financial assets: Shares in other entity 309,750 275,333 270,417

799,750 765,333 740,417

Plant and Equipment

at cost$

Equipment under finance lease at cost

$Total

$10 PLANT AND EQUIPMENT

Gross carrying amountBalance at 1 August 2009 1,998,203 1,122,594 3,120,797Additions 246,398 165,000 411,398Transfer 89,668 (89,668) -Balance at 1 August 2010 2,334,269 1,197,926 3,532,195Additions 236,377 - 236,377Transfer 378,425 (378,425) -Balance at 31 July 2011 2,949,071 819,501 3,768,572Additions 85,063 - 85,063Transfer 474,379 (474,379) -Disposals (24,062) (41,603) (65,665)Balance at 31 July 2012 3,484,451 303,519 3,787,970

Accumulated depreciation/amortisationBalance at 1 August 2009 868,155 497,433 1,365,588Depreciation/amortisation expense 251,504 153,172 404,676Transfer 49,354 (49,354) -Balance at 1 August 2010 1,169,013 601,251 1,770,264Depreciation/amortisation expense 249,172 117,346 366,518Transfer 265,704 (265,704) -Balance at 31 July 2011 1,683,889 452,893 2,136,782Depreciation/amortisation expense 244,404 94,301 338,705Transfer 316,589 (316,589) -Disposals (18,770) (41,603) (60,373)Balance at 31 July 2012 2,226,112 189,002 2,415,114

Net Book Value At 31 July 2010 1,165,256 596,675 1,761,931 At 31 July 2011 1,265,182 366,608 1,631,790 At 31 July 2012 1,258,339 114,517 1,372,856

31/7/12$

31/7/11$

31/7/10$

11 CURRENT LIABILITIES – TRADE AND OTHER PAYABLESTrade payables (a) 285,702 135,711 95,322Accruals 207,966 246,761 216,063Amounts payable to related entities of key management personnel (a) 288,718 143,019 120,296

782,386 525,491 431,681

(a) The average credit period on purchases is 30 days. No interest is charged on payables.

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31/7/12$

31/7/11$

31/7/10$

12 CURRENT LIABILITIES – BORROWINGSSecured:Finance lease liability at amortised cost (a) 48,366 121,650 186,744Bank loan (b) 6,133 93,829 90,853

(Note 28) 54,499 215,479 277,597

(a) Secured by the assets leased. The borrowings are fixed interest rate debt with repayment periods not exceeding 4 years. The current weighted average effective interest rate on the finance lease liabilities is 8.18%. (2011: 8.37%), (2010: 8.11%).

(b) Secured by plant and equipment with a book value of $214,137 (2011: $268,742), (2010: $337,271). The borrowings are fixed interest rate debt with repayment periods not exceeding 4 years. The current weighted average effective interest rate on the bank loan is 9.04%. (2011: 7.85%), (2010: 7.85%).

31/7/12$

31/7/11$

31/7/10$

13 CURRENT PROVISIONSEmployee benefits 208,005 193,707 199,162Site restoration 50,000 - -

258,005 193,707 199,162

Movement in site restoration provisionOpening balance - - -Transfer from non current provision 100,000 - -Additional provision recognised 38,547 - -Restoration work carried out (88,547) - -Closing balance 50,000 - -

14 NON-CURRENT LIABILITIES – BORROWINGSSecured:Finance lease liability at amortised cost (a) 4,005 52,356 174,003Bank loan (b) - 6,133 99,965

(Note 28) 4,005 58,489 273,968

(a) Secured by the assets leased. The borrowings are fixed interest rate debt with repayment periods not exceeding 4 years. The current weighted average effective interest rate on the finance lease liabilities is 8.18%. (2011: 8.37%), (2010: 8.11%).

(b) Secured by plant and equipment with a book value of $214,137 (2011: $268,742), (2010: $337,271). The borrowings are fixed interest rate debt with repayment periods not exceeding 4 years. The current weighted average effective interest rate on the bank loan is 9.04%. (2011: 7.85%), (2010: 7.85%).

31/7/12$

31/7/11$

31/7/10$

15 NON-CURRENT PROVISIONSEmployee benefits 142,526 86,868 -Site restoration - 100,000 -

142,526 186,868 -

Movement in site restoration provisionOpening balance 100,000 - -Additional provision recognised - 100,000(*) -Transfer to Current Provision (100,000) - -Closing balance - 100,000 -

(*) Site restoration has been capitalised as part of exploration and evaluation (Note 8).

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31/7/12$

31/7/11$

31/7/10$

16 NON-CURRENT LIABILITIES - OTHERDeferred income (government grants received (PACE and REDI) for exploration activities for which there is no repayment obligation) 2,495,738 2,495,738 2,495,738

Year ended 31/7/12 Year ended 31/7/11 Year ended 31/7/10Number $ Number $ Number $

17 ISSUED CAPITALFully paid ordinary shares

Balance at beginning of the financial year 82,823,641 25,881,381 81,978,521 25,446,287 81,978,521 25,446,287

Issue of shares on exercise of listed options 227,068 113,809 445,120 222,560 - -

Issue of shares to acquire the remaining 30% interest in the Eurinella JV 125,000 88,750 - - - -

Issue of shares to MMG Exploration Pty Ltd pursuant to subscription agreement dated 6 September 2012 4,000,000 5,000,000 - - - -

Issue of shares to Glencopper SA Pty Ltd pursuant to Heads of Agreement dated 29 June 2007 10,153,756 7,000,000 - - - -

Issue of shares pursuant to takeover offer dated 26 August 2011 to acquire all the issued capital of Geothermal Resources Ltd not already held by Havilah Resources NL 4,205,576 2,221,892 - - - -

Issue of shares pursuant to takeover offer dated 9 March 2012 to acquire all the issued capital of Curnamona Energy Ltd not already held by Havilah Resources NL 7,223,211 5,272,944 - - - -

Costs associated with issue of shares - (863,270) - (39,237) - -

Related income tax - 258,981 - 11,771 - -

Issue of shares pursuant to native title agreement - - 400,000 240,000 - -

Balance at end of the financial year 108,758,252 44,974,487 82,823,641 25,881,381 81,978,521 25,446,287

The Company does not have a limited amount of authorised capital and issued shares do not have a par value.

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

On 23 September 2011 the Company issued 125,000 shares to Bourse Securities Pty Ltd at an issue price of 71 cents to acquire the remaining 30% interest in the Eurinella Joint Venture (Note 30).

On 8 November 2011 the Company issued 4,000,000 shares to MMG Exploration Pty Ltd at an issue price of $1.25 pursuant to subscription agreement dated 6 September 2011. The Company has entered into a joint venture agreement with MMG Exploration Pty Ltd (MMG) relating to exploration by MMG on Havilah’s Curnamona Craton tenements lying north of the Barrier Highway (Note 30).

On 21 October 2011 the Company agreed to issue 10,153,756 shares to Glencopper SA Pty Ltd at an issue price of $0.6894 in order to re-acquire 100% ownership of the Kalkaroo copper-gold deposit following Glencore’s decision not to proceed with development. 7,326,408 shares were issued on 21 October 2011 and the balance of 2,827,348 shares were issued on 7 December 2011.

On 29 November 2011 the Company announced that it had received acceptances of 94.17% of the issued capital of Geothermal Resources Ltd (Geothermal) pursuant to takeover offer dated 26 August 2011 and that it would proceed to compulsorily acquire the remaining shares of Geothermal. The Company issued 3,655,230 shares to those Geothermal shareholders who had accepted the offer and on 17 January 2012 a further 550,346 shares were issued to compulsorily acquire the remaining shares of Geothermal. The offer was on the basis of one Havilah Resources NL share for every four Geothermal shares held.

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17 ISSUED CAPITAL (continued)

On 22 October 2010 the Company issued 20,494,842 bonus share options to shareholders, pursuant to a prospectus dated 28 September 2010. The share options were issued on the basis of one bonus share option for every four shares held by eligible shareholders.

On 23 February 2011 Havilah Resources NL issued 400,000 shares and 100,000 options to the Adnyamathanha people, as a result of the Mining Native Title Agreement with them dated 1 May 2008, in relation to the Group’s Portia and North Portia gold projects. The shares were issued to Rangelea Holdings Pty Ltd (as trustee for the Adnyamathanha Master Trust). As set out in the agreement, the shares are held in escrow until 1 August 2012. The options were issued pursuant to the prospectus dated 28 September 2010.

The above share options are listed on the Australian Securities Exchange and are exercisable at an exercise price of $0.50 at any time up to 5.00 pm on 30 October 2013. As at 31 July 2012 the number of share options outstanding is 19,923,754 (2011: 20,149,722). The share options carry no rights to dividends and no voting rights.

On 27 June 2012 the Company announced that it had received acceptances of 92.77% of the issued capital of Curnamona Energy Ltd (Curnamona) pursuant to takeover offer dated 9 March 2012 and that it would proceed to compulsorily acquire the remaining shares of Curnamona. The Company issued 6,259,952 shares to those Curnamona shareholders who had accepted the offer and on 30 July 2012 a further 963,259 shares were issued to compulsorily acquire the remaining shares of Curnamona. The offer was on the basis of one Havilah Resources NL share for every five Curnamona shares held. Curnamona listed option holders also received one Havilah listed option with an exercise price of $0.75 at any time up to 23 March 2014, for every five Curnamona listed options held. The number of options issued was 1,802,356 and there have been none exercised as at 31 July 2012.

Unlisted share options

Options have been issued to key management personnel and employees (refer Note 27 to the financial statements for details).

In addition to the above unlisted share options, on 7 March 2008 1.5 million unlisted five year options, 1 million of which are exercisable at $1.80 per share and 0.5 million exercisable at $2.25 per share, were issued. The options are exercisable at any time up to 7 March 2013. The share options carry no rights to dividends and no voting rights. As at 31 July 2012 none of these options have been exercised.

31/7/12$

31/7/11$

31/7/10$

18 RESERVESShare option reserve 11,084,556 10,039,857 8,495,501Available-for-sale revaluation reserve 75,717 3,443 -Buy out reserve (2,599,798) - -

8,560,475 10,043,300 8,495,501

The share option reserve arises on the grant of share options to key management personnel, employees, contractors and others under the share option plans. Amounts are transferred out of this reserve and into issued capital when the options are exercised. Further information about share-based payments to key management personnel and employees is made in Note 27 to the financial statements.

The available-for-sale revaluation reserve arises on the revaluation of the available-for-sale financial assets. Where a revalued financial asset is sold, that portion of the reserve which relates to that financial asset is recognised in profit or loss. Where a revalued financial asset is impaired, that portion of the reserve which relates to that financial asset is recognised in profit or loss.

The buy out reserve arises from the purchase of Curnamona Energy Limited’s and Geothermal Resources Limited’s non-controlling interests by Havilah Resources NL and represents the difference between the consideration paid and the carrying value of the non-controlling interest.

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19 KEY MANAGEMENT PERSONNEL COMPENSATION

The key management personnel of the Group during the year were:

• KeithRobertJohnson(ExecutiveChairman)• ChristopherWilliamGiles(ExecutiveTechnicalDirector)• KennethGrahamWilliams(Non-ExecutiveDirector)• MartinSimonJanes(Non-ExecutiveDirectorofGeothermalResourcesLimitedonly,

appointed 21 August 2011 and resigned 28 November 2011).• PhillipJohnStaveley(Non-ExecutiveDirectorofCurnamonaEnergyLimitedonly,

appointed 2 March 2012 and resigned 29 June 2012).

The aggregate compensation of key management personnel of the Group is set out below:

Year ended31/7/12

$

Year ended 31/7/11

$Short-term employee benefits (i) 553,023 551,745Share-based payments (ii) 300,876 1,394,426

853,899 1,946,171

(i) Where short term employee benefits relate to exploration activities, they are capitalised as part of exploration and evaluation expenditure (Note 8).

(ii) Share-based payments relate to share options granted during the year to key management personnel. Share options do not represent cash payments to key management personnel and share options granted may or may not be exercised by key management personnel.

Year ended31/7/12

$

Year ended31/7/11

$20 REMUNERATION OF AUDITOR

Audit and review of the financial reports:

Havilah Resources NL and wholly owned subsidiaries 67,300 51,000

Curnamona Energy Limited and wholly owned subsidiary 30,500 30,500

Geothermal Resources Limited and wholly owned subsidiary - 24,500

97,800 106,000

Tax services 43,370 38,500

141,170 144,500

The auditor of Havilah Resources NL is Deloitte Touche Tohmatsu.

21 RELATED PARTY DISCLOSURES

a) Equity interests in related parties

Equity interest in subsidiaries

Details of the percentage of ordinary shares in subsidiaries are disclosed in Note 29 to the financial statements.

b) Key management personnel compensation

Details of key management compensation are disclosed in Note 19 to the financial statements.

c) Transactions with key management personnel and the related entities

During the year, related entities of certain key management personnel provided administration services and drilling services to the Group on normal commercial terms and conditions totalling $874,505 (2011: $874,768).F

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21 RELATED PARTY DISCLOSURES (continued)

c) Transactions with key management personnel and the related entities (continued)

Details of the amounts paid by Havilah Resources NL and its wholly owned subsidiaries are set out below.

Type of ServiceAmount

Terms and Conditions2012$

2011$

K R Johnson Administration 173,150 173,150$14,429 per month, for the provision of office space, general administration and accounting services. The agreement was extended for a further two years on 18 March 2012.

K R Johnson Administration 71,062 -Additional management services provided in relation to Havilah Resources NL’s takeover of Geothermal Resources Limited and Curnamona Energy Limited.

C W Giles Administration 71,062 -Additional management services provided in relation to Havilah Resources NL’s takeover of Geothermal Resources Limited and Curnamona Energy Limited.

K R Johnson Administration 9,900 9,000 Preparation and publishing of annual report at hourly rates varying from $75 to $175.

K R Johnson Drilling plant hire and services 192,950 257,650

Drilling services and sample preparation services are charged at various rates per metre ($17 to $40) and various hourly rates ($60 to $340).

K R Johnson Maintenance for Vulcan software 48,409 32,044 Annual maintenance fee charged on normal terms and

conditions.

K R Johnson General services 20,016 21,238 Purchase of sundry computer hardware and provision of employee mobile phone plans and benefits.

K R Johnson Consultancy 15,700 12,413 Consulting services are charged at a daily rate of $2000.

C W Giles Office rent 4,400 - Hire of office equipment.

Details of the amounts paid by Curnamona Energy Pty Limited are set out below.


Terms and Conditions2012$

2011$

K R Johnson Administration 178,852 178,852

$14,904 per month, for the provision of office space, general administration and accounting services. On 1 August 2012 the agreement was terminated following Havilah Resources NL’s successful takeover of Curnamona Energy Limited.

K R Johnson Administration 5,778 6,008Preparation and publishing of annual report at hourly rates varying from $75 to $175 and provision of employee phone plans and benefits.

K R Johnson Maintenance for Vulcan software 3,417 3,298 Annual maintenance fee charged on normal terms and

conditions.

Details of the amounts paid by Geothermal Resources Pty Limited are set out below.


Terms and Conditions2012 $

2011$

K R Johnson Administration 72,284 173,482

$14,457 per month for the provision of office space, general administration and accounting services. The agreement ceased on 31 December 2011 following Havilah Resources NL takeover of Geothermal Resources Limited.

K R Johnson Administration 6,285 7,633Preparation and publishing of annual and quarterly reports at hourly rates varying from $75 to $175 and provision of employee mobile phone plans and benefits.

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d) Key management personnel equity holdings

Fully paid ordinary shares issued by Havilah Resources NL

2012 Balance at31 July 2011

Number

Shares issued pursuant to takeover of Geothermal Resources Limited and

Curnamona Energy Limited

Net other changesNumber

Balance at 31 July 2012

Number

Balance heldNominally

NumberK R Johnson 3,865,281 754,815 3,097 4,623,193 -C W Giles 10,878,508 1,271,496 30,041 12,180,045 -K G Williams 214,297 123,496 - 337,793 -

2011Balance at

31 July 2010Number

Net other changesNumber


Number


NumberK R Johnson 2,924,529 940,752 3,865,281 -C W Giles 10,868,608 9,900 10,878,508 -K G Williams 214,297 - 214,297 -

Options issued by Havilah Resources NL

2012Balance31 July

2011Number

Listed options

acquired during

the year(i)

Listed options

exercised during

the year

Unlisted options expired during

the year

Unlisted optionsIssued during

the year

Balance 31 July

2012Number

Balance vested at

31 July 2012

Number

Vested and

exercis-able

Number

Not exercis-

ableNumber

Options vested during

yearNumber

K R Johnson 4,231,134 317,000 (3,096) - - 4,545,038 3,195,038 3,195,038 1,350,000 317,000C W Giles 6,237,412 252,402 (20,000) - - 6,469,814 5,119,814 5,119,814 1,350,000 252,402K G Williams 853,575 12,980 - - - 866,555 566,555 566,555 300,000 12,980

(i) Included in the listed options acquired during the year for K R Johnson, C W Giles and K G Williams are 90,500, 262,401 and 12,980 Havilah Resources NL listed share options that were issued pursuant to the takeover of Curnamona Energy Limited by Havilah Resources NL for Curnamona Energy Limited listed share options.

2011Balance31 July

2010Number

Listed options

acquired during

the year

Listed options

exercised during

the year

Unlisted options expired during

the year

Unlisted options issued during

the year

Balance 31 July

2011Number

Balance vested at

31 July 2011

Number

Vested and

exercis-able

Number

Not exercis-

ableNumber

Options vested during

yearNumber

K R Johnson 800,000 731,134 - - 2,700,000 4,231,134 2,881,134 2,881,134 1,350,000 2,081,134C W Giles 800,000 2,727,412 - - 2,700,000 6,237,412 4,887,412 4,887,412 1,350,000 4,087,412K G Williams 200,000 53,575 - - 600,000 853,575 553,575 553,575 300,000 353,575

Fully paid ordinary shares issued by Curnamona Energy Limited to key management personnel

2012Balance at

1 August 2011Number

Received on exercise of options

Number

Conversion to Havilah shares

Number(ii)


Number


NumberK R Johnson 1,810,000 - (1,810,000) - -C W Giles 4,448,028 - (4,448,028) - -K G Williams 259,600 - (259,600) - -

(ii) Converted into Havilah Resources NL shares pursuant to the takeover of Curnamona Energy Limited on the basis of one Havilah Resources NL share for every five Curnamona Energy Limited shares held.

2011Balance at

1 August 2010Number

Received on exercise of options

Number

Net other changes

Number


Number


NumberK R Johnson 1,810,000 - - 1,810,000 -C W Giles 4,448,028 - - 4,448,028 -K G Williams 259,600 - - 259,600 -

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d) Key management personnel equity holdings (continued)

Options issued by Curnamona Energy Limited to key management personnel

2012

Balance1 August

2011Number

Listedoptionsissued

Number

Unlisted optionsissued

Number

Unlisted options

cancelledNumber

Conversion to Havilah listed

optionsNumber(iii)

Balance at 31 July

2012Number

Vestedand

exercisableNumber

Not exercis-

ableNumber

Options vested

during yearNumber

K R Johnson 4,052,500 - - (3,600,000) (452,500) - - - -

C W Giles 4,912,007 - - (3,600,000) (1,312,007) - - - -

K G Williams 864,900 - - (800,000) (64,900) - - - -

(iii) Converted into Havilah Resources NL share options pursuant to the takeover of Curnamona Energy Limited on the basis of one Havilah Resources NL share for every five Curnamona Energy Limited shares held.

Options issued by Curnamona Energy Limited to key management personnel

2011

Balance1 August

2010Number

Listed options issued

Number

Unlisted optionsissued

Number

Exercised during

the yearNumber

Balance 31 July

2011Number

Balance vested at

31 July 2011Number

Vested and

exercisableNumber

Not exercis-

ableNumber

Options vested

during yearNumber

K R Johnson 1,800,000 452,500 1,800,000 - 4,052,500 3,152,500 3,152,500 900,000 1,352,500

C W Giles 1,800,000 1,312,007 1,800,000 - 4,912,007 4,012,007 4,012,007 900,000 2,212,007

K G Williams 400,000 64,900 400,000 - 864,900 664,900 664,900 200,000 264,900

Fully paid ordinary shares issued by Geothermal Resources Limited

2012Balance

31 July 2011Number

Conversion of unlisted options

Number

Conversion to Havilah shares

Number(iv)

Balance at31 July 2012

Number

Balance held Nominally

NumberK R Johnson 671,263 900,000 (1,571,263) - -C W Giles 627,726 900,000 (1,527,726) - -K G Williams 86,307 200,000 (286,307) - -

(iv) Converted into Havilah Resources NL shares pursuant to the takeover of Geothermal Resources Limited on the basis of one Havilah Resources NL share for every four Geothermal Resources Limited shares held.

2011Balance

31 July 2010Number

Conversion of unlisted options

Number

Netother changes

Number

Balance at31 July 2011

Number

Balance held Nominally

NumberK R Johnson 671,263 - - 671,263 -C W Giles 627,726 - - 627,726 -K G Williams 86,307 - - 86,307 -

Options issued by Geothermal Resources Limited

2012

Balance31 July

2011Number


the year

Exercised during

the yearNumber

ExpiredDuring the

YearNumber

Balance 31 July

2012Number

Balance vested at

31 July 2012

Number

Vestedand

exercisableNumber

Not exercisable

Number

Options vested

during yearNumber

K R Johnson 900,000 - 900,000 - - - - - -C W Giles 900,000 - 900,000 - - - - - -K G Williams 200,000 - 200,000 - - - - - -

2011

Balance31 July

2010Number


the year

Exercised during

the yearNumber

ExpiredDuring the

YearNumber

Balance 31 July

2011Number

Balance vested at

31 July 2011

Number

Vestedand

exercisableNumber

Not exercisable

Number

Options vested

during yearNumber

K R Johnson 750,000 900,000 - (750,000) 900,000 450,000 450,000 450,000 450,000C W Giles 750,000 900,000 - (750,000) 900,000 450,000 450,000 450,000 450,000K G Williams 100,000 200,000 - (100,000) 200,000 100,000 100,000 100,000 100,000

e) Ultimate parent entity

The ultimate parent entity is Havilah Resources NL.

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22 COMMITMENTS FOR EXPENDITURE AND CONTINGENT LIABILITIES

a) Exploration Expenditure Commitments

The Group has certain obligations to perform exploration work and expend minimum amounts of money on such works on mineral exploration tenements.

These obligations will vary from time to time, subject to statutory approval. The terms of current and future joint ventures, the grant or relinquishment of licences, and changes to licence areas at renewal or expiry, will alter the expenditure commitments of the Group.

Total expenditure commitments at balance date in respect of minimum expenditure requirements not provided for in the financial statements are approximately:

Year ended31/7/12

$

Year ended31/7/11

$No later than one year 3,452,000 3,166,000Later than one year but not later than two years 3,252,000 2,331,000Later than two years but not later than five years 6,254,000 4,523,000

The above commitments do not take into account the amount that will be spent by MMG Exploration Pty Ltd (see Note 30 for details). Any expenditure under this agreement reduces the Group’s requirement to fund the exploration commitments.

The Group has certain exploration obligations on areas covered by the various geothermal exploration licences in accordance with the work programs as approved by the Minister for Mineral Resources Development (“Minister”).

The minimum work requirements for the geothermal exploration licences are set out below:

Year of term of licence Minimum work requirementsOne Geological and geophysical studies

Two Geological and geophysical studies

Three Geological and geophysical studies

Four Drill one deep well

Five Flow test well, review data and renewal studies

The Minister during November 2011 approved to suspend the work program on the two geothermal exploration licences for a year. The expiry dates on the licences are now 21 November 2016 and 31 October 2017.

All geothermal field exploration activities have been minimised. Ongoing work will now mainly concentrate on reviewing available technical data and defining target well locations. The reduction in activities will still mean that the conditions attached to the Group’s geothermal exploration licences will continue to be met.

b) Consultancy and Management Services Agreements

The Group has entered into consultancy and management service agreements with related entities of K R Johnson and C W Giles. Should the agreements be terminated at an earlier date, a contingency exists for the contracted amount payable to the end of the term. As at 31 July 2012 the Group had a contingent liability in relation to these agreements of $800,224 (2011: $822,570). The Directors may terminate the agreement by giving one month’s notice.

Details of the agreements entered into by Havilah Resources NL and outstanding as at 31 July 2012 are set out below:


K R Johnson ConsultancyMinimum of 1600 hours per year at $153,492 per annum, with additional hours at the rate of $100 per hour.

Three years from 21 March 2009 with an option for Havilah Resources NL to extend the term for a further two years on two occasions. The agreement was extended for a further two years on 21 March 2012.

C W Giles ConsultancyMinimum of 1600 hours per year at $153,492 per annum, with additional hours at the rate of $100 per hour.

Three years from 21 March 2009 with an option for Havilah Resources NL to extend the term for a further two years on two occasions. The agreement was extended for a further two years on 21 March 2012.

K R Johnson Management Services

$173,148 per annum for the provision of office space, general administration and accounting services.

The agreement was extended for a further two years on 18 March 2012.

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22 COMMITMENTS FOR EXPENDITURE AND CONTINGENT LIABILITIES (continued)

b) Consultancy and Management Services Agreements (continued)

Details of management agreement entered into by Curnamona Energy Limited and outstanding as at 31 July 2012 is set out below:


K R Johnson Consultancy

Minimum of 600 hours per year at $69,096 per annum, with additional hours at the rate of $100 per hour.

Three years from 19 April 2005 with an option for the Group to extend the term for a further two years on two occasions. The agreement was extended for a further two years on 19 April 2010. On 20 April 2012 the agreement was extended on a month by month basis.

K R Johnson Management Services $178,848 per annum. $14,904 per month for the provision of office space,

general administration and accounting services.

C W Giles Consultancy

Minimum of 600 hours per year at $69,096 per annum, with additional hours at the rate of $100 per hour.

Three years from 19 April 2005 with an option for the Group to extend the term for a further two years on two occasions. The agreement was extended for a further two years on 19 April 2010. On 20 April 2012 the agreement was extended on a month by month basis.

From 1 August 2012 the above agreements were terminated following Havilah Resources NL’s successful takeover of Curnamona Energy Ltd, and no termination payments are required to be made.

Maptek Pty Limited (with whom the management services agreement is held) agreed to waive any termination payments due by Curnamona Energy Limited due to early termination of the management services contract.

Details of management agreement entered into by Geothermal Resources Limited is set out below:


K R Johnson Management Services $173,484 per annum.

$14,457 per month for the provision of office space, general administration and accounting services. The agreement was terminated on 31 December 2011 following Havilah Resources NL’s takeover of Geothermal Resources Limited and no termination payment was required to be made.

c) Native Title

Native title claims exist over some tenements in South Australia in which the Group has interests. 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.

d) Guarantee and Indemnity Commitments

The Group has provided restricted cash deposits of $490,000 as security for the following unconditional irrevocable bank guarantees:

• A rehabilitation bond issued by Oban Energy Pty Limited for $300,000 to the Minister for Mineral Resource Development;

• A rehabilitation bond issued by Geothermal Resources Limited for $100,000 to the Minister for Mineral Resource Development;

• A bank guarantee facility of $50,000 provided to Havilah Resources NL by its banker for the provision of rehabilitationbondstotheMinisterforMineralResourceDevelopment.Thefacilityiscurrentlydrawnto$30,000;

• Securityof$10,000foramastercardfacilityprovidedtoHavilahResourcesNLbyitsbanker;• A rehabilitation bond issued by Mutooroo Metals Pty Limited for $10,000 to the Minister for Mineral Resource

DevelopmentasabondonMineralClaimNo3565;• A rehabilitation bond issued by Maldorky Iron Pty Limited for $10,000 to the Minister for Mineral Resource

Development;and• A rehabilitation bond issued by Lilydale Iron Pty Limited for $10,000 to the Minister for Mineral Resource

Development.

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23 EARNINGS PER SHARE2012

Cents per Share

2011Cents per

ShareBasicearningspershare–fromcontinuingoperations (3.7) (3.1)

Dilutedearningspershare–fromcontinuingoperations (3.7) (3.1)

Basic and Diluted Earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows:

2012$

2011$

Net loss for the year (3,571,667) (2,576,450)

Earnings used in the calculation of basic and diluted earnings per share agree directly to the net loss attributable to members of the parent entity in the statement of comprehensive income.

2012Number

2011Number

Weighted average number of ordinary shares 96,854,873 82,294,202

The number of ordinary shares used in the calculation of diluted earnings per share is the same as the number used in the calculation of basic earnings per share, as options are not considered dilutive.

24 COMPANY STATUS

Havilah Resources NL is a public company incorporated and operating in Australia.

25 FINANCIAL INSTRUMENTS

Capital risk managementThe Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in Notes 12 and 14, cash and cash equivalents, and equity attributable to equity holders of the parent, comprising issued capital, reserves and accumulated losses.

Due to the nature of the Group’s activities (exploration) the Directors believe that the most advantageous way to fund activities is through equity and secured borrowings. The Group’s exploration activities are monitored to ensure that adequate funds are available.

31/7/12$

31/7/11$

31/7/10$

Categories of financial instruments:

Financial assets

Cash and cash equivalents 3,282,346 5,003,069 10,218,233

Loans and receivables 80,157 134,228 64,493

Bank deposits 490,000 490,000 470,000

Available for sale investments 309,750 275,333 270,417

Financial liabilities

Amortised cost 840,890 799,459 983,246

Interest rate risk managementThe Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

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25 FINANCIAL INSTRUMENTS (continued)

Interest rate sensitivity analysisThe sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.

At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s net loss would decrease/increase by $23,164 (2011: decrease/increase by $40,453), (2010: decrease/increase by $73,384). This is attributable to interest rates on bank deposits.

The Group’s sensitivity to interest rates has decreased compared to the prior year as a result of the decrease in cash and cash equivalents.

Other price risksThe Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.

Equity price sensitivityThe sensitivity analyses below have been determined based on the exposure to equity price risks at the reporting date. At reporting date, if the equity prices had been 5% higher or lower, the Group’s other comprehensive income would decrease/increase by $14,627 (2011: $13,767), (2010: $13,521).

The Group’s sensitivity to equity prices has not changed significantly from the prior year.

Credit risk managementCredit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from activities.

The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics, other than deposits with the Group’s banker. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

Liquidity risk managementUltimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves.

Liquidity and interest risk tablesThe following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

Weighted average effective interest rate

%

Less than one year

$

One to two years

$

Two to five years

$2012Non-interest bearing - 782,386 - -Fixed interest rate instruments 8.47% 56,910 4,337 -2011Non-interest bearing - 525,491 - -Fixed interest rate instruments 8.28% 228,712 56,910 4,3372010Non-interest bearing - 431,681 - -Fixed interest rate instruments 8.28% 313,020 228,712 61,247

Fair value of financial instrumentsThe fair values of financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions. The fair value of the finance lease liability is not materially different to its carrying amount.

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Year ended31/7/12

$

Year ended31/7/11

$26 NOTES TO THE STATEMENT OF CASH FLOWS

a) Reconciliation of cash

Cash on hand 76 76

Cash at bank 405,359 203,212

Cash on deposit 2,876,911 4,799,781

3,282,346 5,003,069

b) Reconciliation of loss to net cash used in operating activitiesLoss for the year (5,887,799) (3,041,752)Depreciation and amortisation 338,705 366,518Equity settled share based payments 608,483 1,748,639Interest revenue (248,378) (369,637)Loss on sale of Property, Plant and Equipment 292 -Gain on sale of exploration licence - (153,363)Impairment of other financial assets 68,832 -Capitalised exploration expenditure written off 3,243,993 21,110(Increase)/decrease in assets: Trade and other receivables 53,587 (69,321)Other assets (10,766) (8,559)Deferred tax assets 228,711 10,297Increase/(decrease) in liabilities: Trade and other payables 212,808 110,007Provisions 19,956 81,413Net cash used in operating activities (1,371,576) (1,304,648)

c) Non cash financing and investing activities

During the year the Company issued the following securities:

• 10,153,756 ordinary shares issued to Glencopper SA Pty Limited in terms of Heads of Agreement dated 29 June 2007.

• 125,000 ordinary shares issued to Bourse Securities Pty Ltd as compensation for acquisition of the remaining 30% interest in the Eurinella JV.

• 4,205,576 ordinary shares issued as a result of the takeover bid for all the shares in Geothermal Resources Limited not held by Havilah Resources NL.

• 7,223,211 ordinary shares and 1,803,456 share options issued as a result of the takeover bid for all the shares in Curnamona Energy Limited not held by Havilah Resources NL.

During the prior year the Company issued the following securities:

• 400,000 ordinary shares issued as a result of a native title agreement.

These amounts are not reflected in the cash flow statement.

27 SHARE OPTION PLANS FOR DIRECTORS AND EMPLOYEES

The Group has ownership-based remuneration schemes (share options) for directors and employees. The share options are not listed, carry no rights to dividends and no voting rights.

Employee Share Option PlanThe Group has established an employee share option plan for Havilah Resources NL. In accordance with the provisions of the plan, directors may issue options to purchase shares to executives, employees and contractors. Each option is to subscribe for one fully paid ordinary share in the Company. The options carry neither rights to dividends nor voting rights. Options can be exercised in the year of vesting and options not exercised during a particular year will accumulate and may be exercised in subsequent years until their expiry.

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27 SHARE OPTION PLANS FOR DIRECTORS AND EMPLOYEES (continued)

Employee Share Option Plan (continued)

For options issued prior to 31 July 2010:• Noamountswerepaidorpayablebytherecipientonreceiptoftheoptionsissued;• The options were issued at an issue price determined by the market price of ordinary shares at the time the

optionwasgranted;• One fifth vest in each year (on the issue date in the first year and the anniversary of the issue date in subsequent

years);and• The options expire at the earlier of five years from issue date or one month from the date the option holder

ceases to be an employee of the Company.

For options issued after 1 August 2010:• Considerationof$1.00(intotal)ispayablebytherecipientonreceiptofoptionsissued;• The options are issued at an issue price 45% above the market price of ordinary shares at the time the option is

granted;• Theoptionshavevarioustimeandperformancerelatedvestingconditions;and• The options expire at the earlier of either three or four years from issue date or one month from the date the

option holder ceases to be an employee of the Company.

Havilah Resources NL Director OptionsAt an Extraordinary General Meeting held on the 23 November 2010, the shareholders approved the granting of 6,000,000 share options for consideration of $1.00 (in total) payable by each Director. Details of the number issued to each director are set out in Note 21 to the financial statements.

The option holder is entitled to be allotted one ordinary share in the Company for each option exercised on payment of 96 cents per share. One half of the options are exercisable in whole or in part at any time on or before midnight on 20 November 2014.

For the other half of the options, they will only be able to be exercised:• Duringabidperiod;• Atanytimeafterachangeofcontroleventhasoccurred;• If, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a

proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction oftheCompanyoritsamalgamationwithanyothercompany;

• If the Company, either alone or as a party to a joint venture, commences construction of a material mineral developmentproject;and

• If the Company sells a mineral project of the Company or an interest therein to a third party (other than a related body corporate or related entity of the Company) for a gross consideration valued at more than A$10 million.

The options expire at the earlier of four years from issue date or the date the option holder ceases to be a director of the Company.

Curnamona Energy Limited Director OptionsAt the Annual General Meeting held on the 7 December 2010, the shareholders approved the granting of 4,000,000 share options for consideration of $1.00 (in total) payable by each Director. Details of the number issued to each director are set out in Note 21 to the financial statements.

The option holder is entitled to be allotted one ordinary share in the Company for each option exercised on payment of 31 cents per share. One half of the options are exercisable in whole or in part at any time on or before midnight on 23 December 2014.


proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction oftheCompanyoritsamalgamationwithanyothercompany;and

• If the market capitalisation of the Company at the time the options are issued to each director is doubled.

The options expire at the earlier of four years from issue date or the date the option holder ceases to be a director of the Company.

On 9 March 2012 Havilah Resources NL entered into a binding Takeover Bid Implementation Agreement with Curnamona Energy Limited and therefore these options vested on that date. The directors resolved to cancel the 4,000,000 director options on 25 June 2012.

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Geothermal Resources Limited Director Options

At the Annual General Meeting held on the 7 December 2010, the shareholders approved the granting of 2,000,000 share options for consideration of $1.00 (in total) payable by each Director. Details of the number issued to each director are set out in Note 21 to the financial statements.

The option holder is entitled to be allotted one ordinary share in the Company for each option exercised on payment of 15 cents per share. One half of the options are exercisable in whole or in part at any time on or before midnight on 3 January 2015.


proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction oftheCompanyoritsamalgamationwithanyothercompany;and

• If the market capitalisation of the Company at the time the options are issued to each director is doubled.

The options expire at the earlier of four years from grant date or the date the option holder ceases to be a director of the Company.

On 26 August 2011 Havilah Resources NL entered into a binding Takeover Bid Implementation Agreement with Geothermal Resources Limited and therefore the options vested on that date. The options were exercised by the directors on 7 November 2011.

The following share-based payments were in existence during the current and comparative reporting periods:

Havilah Resources NL

Option series Number Issue date Expiry date Exercise price

$

Fair value of each option at issue date

$Employee share option planIssued 29 August 2005 100,000 29 August 2005 29 August 2010 1.06 0.71Issued 17 February 2006 200,000 17 February 2006 17 February 2011 0.96 0.34Issued 19 October 2006 50,000 19 October 2006 19 October 2011 0.75 0.30Issued 8 June 2007 50,000 8 June 2007 8 June 2011 2.31 1.07Issued 12 February 2007 75,000 12 February 2007 12 February 2012 1.78 0.47Issued 13 April 2007 100,000 13 April 2007 13 April 2012 2.12 1.37Issued 17 December 2007 100,000 17 December 2007 17 December 2012 2.18 0.73Issued 4 April 2008 200,000 4 April 2008 4 April 2013 1.50 0.55Issued 23 March 2009 400,000 23 March 2009 23 March 2014 0.46 0.17Issued 23 November 2010 1,450,000 23 November 2010 20 November 2014 0.96 0.26Issued 27 May 2011 560,000 27 May 2011 27 May 2014 0.76 0.13Issued 27 May 2011 320,000 27 May 2011 27 May 2015 0.76 0.21Issued 20 July 2011 700,000 20 July 2011 20 July 2014 0.98 0.16Issued 23 February 2012 400,000 23 February 2012 23 February 2016 0.98 0.25Issued 25 June 2012 250,000 25 June 2012 25 June 2016 1.09 0.40Issued 25 June 2012 352,000 25 June 2012 25 June 2016 1.09 0.29Director optionsIssued 10 January 2008 1,800,000 19 December 2007 10 January 2013 1.99 1.07Issued 23 November 2010 6,000,000 23 November 2010 20 November 2014 0.96 0.23

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$


$Employee share option planIssued 27 September 2005 200,000 29 August 2005 29 August 2010 0.62 0.29Issued 18 May 2006 50,000 18 May 2006 18 May 2011 0.55 0.20Issued 19 June 2006 50,000 19 June 2006 19 June 2011 0.55 0.19Issued 19 October 2006 90,000 19 October 2006 19 October 2011 0.58 0.38Issued 8 June 2007 50,000 8 June 2007 8 June 2012 1.81 0.95Issued 17 December 2007 200,000 17 December 2007 17 December 2012 1.24 0.59Issued 23 March 2009 380,000 23 March 2009 31 March 2014 0.36 0.23Issued 24 December 2010 1,690,000 24 December 2010 23 December 2014 0.31 0.10Director optionsIssued 10 January 2008 4,000,000 19 December 2007 10 January 2013 1.11 0.70Issued 24 December 2010 4,000,000 24 December 2010 23 December 2014 0.31 0.08

Geothermal Resources Limited


$


$Employee share option planIssued 19 October 2006 200,000 19 October 2006 19 October 2011 0.31 0.13Issued 12 February 2007 25,000 12 February 2007 12 February 2012 0.36 0.19Issued 30 July 2008 200,000 30 July 2008 30 July 2013 0.86 0.29Issued 6 July 2011 200,000 6 July 2011 6 July 2015 0.15 0.04Director optionsIssued 10 August 2005 1,600,000 10 August 2005 21 March 2011 0.60 0.01Issued 7 December 2010 2,000,000 5 January 2011 3 January 2015 0.15 0.07

The options issued by Havilah Resources NL, Curnamona Energy Limited and Geothermal Resources Limited were priced using the Black-Scholes model.

Set out below are the inputs used in the Black-Scholes model to value options granted during the current and comparative reporting period:


Option series 23 November2010

27 May2011

27 May2011

20 July2011

23 February2012

25 June 2012

Issue date share price $0.68 $0.55 $0.55 $0.66 $0.66 $0.75Exercise price $0.96 $0.76 $0.76 $0.98 $0.98 $1.09Expected volatility 84.5% 81.3% 81.1% 79.8% 78.7% 81.2%Option life 4 years 3 years 4 years 3years 4 years 4 yearsDividend yield - - - - - -Risk free interest rate 4.75% 4.75% 4.75% 4.75% 4.25% 3.5%


Option series 24 December 2010

Issue date share price $0.21Exercise price $0.31Expected volatility 114%Option life 4 yearsDividend yield -Risk-free interest rate 4.75%

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Geothermal Resources Limited

Option series 7 December 2010

6 July 2011

Issue date share price $0.10 $0.08Exercise price $0.15 $0.15Expected volatility 134.6% 117.0%Option life 4 years 4 yearsDividend yield - -Risk-free interest rate 4.75% 4.75%

The following reconciles the outstanding share options granted to employees and directors at the beginning and end of the financial year:

Havilah Resources NLYear ended 31/7/12 Year ended 31/7/11

Number of options

Weighted average

exercise price$

Number of options

Weighted average

exercise price$

Balance at beginning of the financial year 10,805,000 1.12 3,075,000 1.65

Issued during the financial year 1,002,000 1.05 9,030,000 0.94

Forfeited during the financial year (820,000) 0.95 (1,000,000) 1.24

Expired during the financial year (75,000) 1.09 (300,000) 0.99

Balance at end of financial year (i) 10,912,000 1.12 10,805,000 1.12

Exercisable at end of financial year 6,439,660 1.23 5,983,330 1.26

(i) Balance at end of the financial year

Issue date Number Exercise price Expiry date19 December 2007 1,800,000 $1.99 10 January 20134 April 2008 100,000 $1.50 4 April 201323 March 2009 150,000 $0.46 23 March 201423 November 2010 1,100,000 $0.96 20 November 201423 November 2010 6,000,000 $0.96 20 November 201427 May 2011 560,000 $0.76 27 May201427 May 2011 200,000 $0.76 27 May 201523 February 2012 400,000 $0.98 23 February 201625 June 2012 250,000 $1.09 25 June 201625 June 2012 352,000 $1.09 25 June 2016

10,912,000

The share options outstanding at the end of the financial year had an average exercise price of $1.12 (2011: $1.12) and a weighted average remaining contractual life of 765 days (2011: 1,066 days).

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Year ended 31/7/12 Year ended 31/7/11

Number of options

Weighted average

exercise price$

Number of options

Weighted average

exercise price$


Issued during the financial year - - 5,690,000 0.31

Exercised during the financial year - - - -

Forfeited during the financial year (9,450,000) 0.65 (1,120,000) 0.57

Expired during the financial year - - (300,000) 0.60

Balance at end of financial year (i) - - 9,450,000 0.65

Exercisable at end of financial year - - 6,656,663 0.79

(i) On 9 March 2012 Curnamona Energy Limited (Curnamona) entered into a binding Takeover Bid Implementation Agreement with Havilah Resources NL (Havilah). Following the successful takeover by Havilah of all the shares in Curnamona not previously held by Havilah, all director and employee share options previously issued by Curnamona were cancelled. Holders of Curnamona employee options received consideration of $0.01 per option to cancel their options.

Geothermal Resources LimitedYear ended 31/7/12 Year ended 31/7/11

Number of options

Weighted average

exercise price$

Number of options

Weighted average

exercise price$


Issued during the financial year - - 2,200,000 0.15

Forfeited during the financial year (200,000) 0.15 (200,000) 0.86

Exercised during the financial year (2,000,000) 0.15 - -

Expired during the financial year (225,000) 0.32 (1,600,000) 0.60

Balance at end of financial year (ii) - - 2,425,000 0.17

Exercisable at end of financial year - - 1,325,000 0.18

(ii) On 26 August 2011 Geothermal Resources Limited (Geothermal) entered into a binding Takeover Bid Implementation Agreement with Havilah Resources NL (Havilah). Following the successful takeover by Havilah of all the shares in Geothermal not previously held by Havilah all Geothermal director options were exercised on 8 November 2011 and employee options previously issued by Geothermal were cancelled.

Notes to the Financial StatementsF

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28 LEASES

Finance lease arrangements relate to plant and equipment with a term of four years.

Minimum future lease

payments2012

$


payments2011

$


payments2010

$

Present value of minimum future lease

payment2012

$


payment2011

$


payment2010

$

Not later than one year 56,910 228,749 313,049 54,499 215,479 277,597

Later than one year and not later than 5 years 4,337 61,247 289,959 4,005 58,489 273,968

Minimum lease payments 61,277 289,996 603,008 58,504 273,968 551,565

Less future finance charges (2,773) (16,028) (51,443) - - -

Present value of minimum lease payments 58,504 273,968 551,565 58,504 273,968 551,565

Included in the financial statements as:

Current interest bearing liabilities (Note 12) 54,499 215,479 277,597

Non-current interest bearing liabilities (Note 14) 4,005 58,489 273,968

Total 58,504 273,968 551,565

29 SUBSIDIARIES

Name of entity Country of incorporation

Ownership interest2012

%2011

%Parent entity

Havilah Resources NL(i) Australia

SubsidiariesKalkaroo Copper Pty Ltd(i) Australia 100% 100%

Mutooroo Metals Pty Ltd(i) Australia 100% 100%

Benagerie Gold Pty Ltd(i) Australia 100% 100%

Lilydale Iron Pty Ltd(i) Australia 100% 100%

Maldorky Iron Pty Ltd(i) Australia 100% 100%

Curnamona Energy Limited(i) (ii) (v) Australia 100% 45.40%

Oban Energy Pty Limited(i) (ii) Australia 100% 45.40%

Geothermal Resources Pty Ltd(i) (iii) (iv) Australia 100% 58.68%

Neo Oil Pty Ltd(i) (iii) Australia 100% 58.68%

(i) These companies are members of the tax-consolidated group.(ii) These companies became wholly owned subsidiaries of Havilah Resources NL following takeover bid dated

9 March 2012.(iii) These companies became wholly owned subsidiaries of Havilah Resources NL following takeover bid dated

26 August 2011.(iv) The status of the Company has changed from a public company to a private company.(v) Subsequent to year end the status of the Company has changed from a public company to a private company.


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30 JOINT OPERATIONS

The Group’s interests in joint operations were as follows:

Year ended31/7/12

Year ended31/7/11

Eurinella Joint Venture - 70%

Prospect Hill Joint Venture Earnt 65% Earnt 65%

Pernatty Joint Venture Decreasing to 25% Decreasing to 25%

Eurinella joint venture

On 23 September 2011 the Company issued 125,000 shares to Bourse Securities Pty Ltd to acquire the remaining 30% in the Eurinella Joint Venture.

Option and joint venture agreement with MMG Exploration Pty Ltd and proposed share placement

On 6 September 2011 the Company signed an Option and Joint Venture Agreement (Agreement) with MMG Exploration Pty Ltd (MMG) relating to exploration on all Havilah’s Curnamona Craton exploration licences lying north of the Barrier Highway. The agreement excludes Kalkaroo EL 4645 and ML 6354 covering the Portia and North Portia deposits.

Subject to Foreign Investment Review Board approval, MMG has also agreed to take a placement of 4,000,000 Havilah shares at an issue price of $1.25 raising $5,000,000.

Under the Agreement MMG is required to spend an amount of $12,000,000 over a period of five years on exploration work, which entitles MMG to secure a 60% participating interest in any potential development projects that it identifies within the exploration licences. MMG is required to spend a minimum of $3,000,000 on exploration prior to withdrawal.

Havilah will retain 100% ownership of the exploration licences and may continue with exploration of them on its own account. During the term of the Agreement Havilah will be obliged to offer MMG a 60% participating interest in any new discoveries it makes for which it is seeking a development partner. In the event MMG elects to participate in a Havilah discovery, MMG will reimburse Havilah twice its verifiable exploration expenditure.

A development project will be operated under a normal joint venture arrangement in which Havilah will have the opportunity to either contribute to maintain its 40% participating interest, or dilute to a 20% project interest carried through to the mine development stage.

31 GENERAL INFORMATION

Havilah Resources NL is a listed public company, incorporated and operating in Australia. Havilah Resources NL’s registered office and its principal place of business are as follows:

Registered office Principal place of business31 Flemington StreetGlenside South Australia 5065

31 Flemington StreetGlenside South Australia 5065

32 SUBSEQUENT EVENTS

On 31 July 2012 Havilah Resources NL announced a pro rata one for ten non-renounceable rights issue at an issue price of $0.65 per share. For each new share subscribed for, a free option to purchase an additional share for $1.00 on or before 30 August 2013 will be issued. The Rights Issue closed on 31 August 2012 and 4,223,873 ordinary shares and 4,223,873 share options were issued. The issue of shares raised $2,745,517 and costs associated with the issue were $61,371.

Subsequent to year end 928,538 listed share options have been converted into 928,538 ordinary shares raising $465,909.

Other than the items noted above, there were no other matters or circumstances occurring subsequent to the end of the financial year that have significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.


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33 PARENT ENTITY DISCLOSURES 31/7/12

$31/7/11

$Financial positionAssetsCurrent assets 2,799,375 2,692,727Non-current assets 44,390,183 24,413,745Total assets 47,189,558 27,106,472

LiabilitiesCurrent liabilities 672,998 14,602,163Non-current liabilities 4,593,111 3,060,566Total liabilities 5,266,109 17,662,729

EquityIssued capital 44,974,487 25,881,381Reserves 9,306,248 8,200,493Accumulated losses (12,357,286) (24,638,131)Total equity 41,923,449 9,443,743

Year ended31/7/12

$

Year ended31/7/11

$Financial performanceProfit/(loss) for the year 12,280,845 (1,910,344)Other comprehensive income 72,272 3,443Total comprehensive income 12,353,117 (1,906,901)

Commitments for expenditure and contingent liabilities

Exploration expenditure commitments

Total expenditure commitments at balance date in respect of minimum expenditure requirements not provided for in the financial statements, excluding commitments where a joint venture party has agreed to meet the Group’s obligations, are approximately:

Year ended31/7/12

$

Year ended31/7/11

$No later than one year 2,627,000 3,166,000Later than one year but not later than two years 2,427,000 2,331,000Later than two years but not later than five years 4,034,000 4,523,000

Consultancy and management services agreements

The Company has entered into consultancy and management service agreements with related entities of K R Johnson and C W Giles. Should the agreements be terminated at an earlier date, a contingency exists for the contracted amount payable to the end of the term. As at 31 July 2012 the Company had a contingent liability in relation to these agreements of $800,224 (2011: $320,090). The Directors may terminate the agreements by giving one month’s notice. Details of the agreements are set out in Note 22(b) to the financial statements.

Native title

Native title claims exist over some tenements in South Australia in which the Company has interests. The Company 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 Company or its projects.

Letter of support

The Company has provided a letter of financial support to Curnamona Energy Limited to enable Curnamona Energy Limited to pay its debts as and when they fall due.


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34 GLENCORE SETTLEMENT

On 29 June 2007 the Company and its wholly owned subsidiary, Kalkaroo Copper Pty Ltd (“Kalkaroo”), entered into an Agreement with Glencore International AG (“Glencore”) whereby Glencore would fully fund a $14,000,000 feasibility study on the Kalkaroo Copper Project (“Project”) and arrange project financing for the subsequent mining joint venture in order to earn a conditional 14% participating interest in the Project and secure a metals off-take right.

In accordance with the Agreement, the funds for the feasibility study were advanced to Kalkaroo in full over an eight month period commencing from 29 June 2007.

The $14,000,000 had been received and recorded as an “Other Liability”. In accordance with the terms of the agreement, the feasibility study was provided to Glencore and was evaluated by them. The Agreement states that after the Feasibility Study is completed if “the Project is independently assessed as a bankable operation (or a non-bankable operation) then within four months of that assessment“ the $14,000,000 advanced by Glencore can be treated in one of two ways:

• Glencore may elect to form an unincorporated joint venture with the Company for development of the Project, with the joint venture interests being 86% Havilah and 14% Glencore. Glencore will be responsible for arranging all project finance required for the Project, with no recourse to the Company whatsoever for any security requirements relating to the Project financing. In this case the $14,000,000 provided by Glencore for the feasibility study will be considered full payment by Glencore for a 14% participating interest in the Project and be recognised as a reduction in capitalised exploration expenditure, in accordance with the company’s accounting policy for exploration and evaluation expenditure.

• Glencore may elect not to proceed with the financing of the Project, in which case Glencore will, subject to any necessary shareholder approval, be issued with shares in the company to the value of $7,000,000 (calculated by reference to a specified share price formula) and the remaining $7,000,000 balance of the liability will convert to an interest free loan which will be repayable from 10% of the Company’s share of any future mining profits from the Project. Upon the issue of shares the Agreement will terminate, except in respect of the above payments from future mining profits.

On 25 July 2011 Glencore advised that it would not proceed with financing of the project and therefore the Company would be required to:

• issuesharesintheCompanytoGlencoretothevalueof$7,000,000;and

• ‘convert’ the remaining $7,000,000 of the original advanced $14,000,000 into an interest free loan repayable from 10% of the Company’s share of any future mining profits from the project.

The Company issued 10,153,756 fully paid ordinary shares to the value of $7,000,000, in two tranches of 7,326,408 and 2,827,348 on 21 October 2011 and 7 December 2011 respectively. The remaining $7,000,000 is in substance a royalty obligation which is capped at $7,000,000. The resultant $7,000,000 has been recorded as a reduction to capitalised exploration expenditure, effectively offsetting previously incurred exploration expenditure that was funded by Glencore.

As at 31 July 2012 the Company has a contingent liability, in relation to payments to Glencore, that are required to be paid based on 10% of the Company’s share of any future mining profits from the Project, until the total paid to Glencore is $7,000,000.

35 EARLY ADOPTION OF ACCOUNTING STANDARDS

The Company has chosen to early adopt AASB 10 “Consolidated Financial Statements” as at 1 August 2011, which is not effective until annual periods beginning on or after 1 January 2013. The compulsory effective date would be for the financial year beginning 1 August 2013.

As the Company had less than a majority shareholding in Curnamona Energy Ltd (“Curnamona”), Curnamona was historically treated as an investment in associate and was accounted for under the equity method, consistent with the requirements of AASB 128 “Investments in Associates”. Curnamona was not consolidated under AASB 127 “Consolidated and Separate Financial Statements” as the Standard did not provide guidance on circumstances where control may exist where a single investor holds less than a majority interest in an investee.

Effective 1 August 2012, the Company has consolidated Curnamona under the requirements of AASB 10. AASB 10 requires the consolidation of all entities that a company controls. AASB 10 makes clear that determining control is not just a matter of determining whether an investor holds greater than 50% of voting rights. Control may also exist where an investor holds a substantial stake less than 50%, and the remaining voting rights are widely held, as is the case in Curnamona. In such cases, the Standard requires the exercise of judgement in determining whether the investor still has power and the ability to direct the relevant activities of the subsidiary unilaterally, despite holding less than a 50% interest in the subsidiary.


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35 EARLY ADOPTION OF ACCOUNTING STANDARDS (continued)

Control is defined in AASB 10 as existing if and only if the investor has power over an entity, exposure, or rights, to variable returns from its involvement with the entity, and the ability to use its power over the entity to affect the amount of the investor’s returns.

As the Company controls Curnamona, the Company is now consolidating Curnamona and has restated comparatives in accordance with the requirements of AASB 101 ”Presentation of Financial Statements”.

The adoption of AASB 10 has the following impact on the financial position of the Group:

Previously Reported Adjustments Restated

31 July 2011$

Note (a)$

31 July 2011$

Current AssetsCash and cash equivalents 2,711,706 2,291,363 5,003,069Trade and other receivables 113,326 20,902 134,228Other 35,434 16,216 51,650Total Current Assets 2,860,466 2,328,481 5,188,947Non-Current AssetsExploration and evaluation expenditure 35,811,599 8,097,264 43,908,863Investment accounted for using the equity method 4,886,480 (4,886,480) -Other financial assets 465,333 300,000 765,333Plant and equipment 820,485 811,305 1,631,790Total Non-Current Assets 41,983,897 4,322,089 46,305,986

TOTAL ASSETS 44,844,363 6,650,570 51,494,933

Current LiabilitiesTrade and other payables 395,703 129,788 525,491Borrowings 97,785 117,694 215,479Provisions 145,658 48,049 193,707Other 14,000,000 - 14,000,000Total Current Liabilities 14,639,146 295,531 14,934,677Non-Current LiabilitiesBorrowings 52,356 6,133 58,489Provisions 44,450 142,418 186,868Other 2,445,738 50,000 2,495,738Total Non-Current Liabilities 2,542,544 198,551 2,741,095

TOTAL LIABILITIES 17,181,690 494,082 17,675,772

NET ASSETS 27,662,673 6,156,488 33,819,161

EquityIssued capital 25,881,381 - 25,881,381Reserves 10,043,300 - 10,043,300Accumulated losses (9,435,080) (33,963) (9,469,043)Equity attributable to owners of the Company 26,489,601 (33,963) 26,455,638Non-controlling interest 1,173,072 6,190,451 7,363,523

TOTAL EQUITY 27,662,673 6,156,488 33,819,161

Note (a) The adjustment relates to consolidating Curnamona rather than equity accounting Curnamona.


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35 EARLY ADOPTION OF ACCOUNTING STANDARDS (continued)

The adoption of AASB 10 has the following impact on the financial performance of the Group:

Previously Reported Adjustments Restated

Year ended 31 July 2011

$Note (b)

$

Year ended 31 July 2011

$Revenue 249,016 120,621 369,637Other income 153,363 - 153,363Depreciation and amortisation expense (162,024) (204,494) (366,518)Insurance expense (113,646) (20,592) (134,238)Management fee and consulting fee expense (415,635) (178,852) (594,487)Legal fees (38,605) (1,623) (40,228)Directors fees (48,418) (19,332) (67,750)Audit and review fees (75,500) (30,500) (106,000)Listing and shareholder administration fees (129,831) (52,985) (182,816)Finance costs (23,947) (33,055) (57,002)Computer charges (27,135) (3,381) (30,516)Employee expense (74,817) (6,596) (81,413)Exploration expenditure written off (21,110) - (21,110)Motor vehicle expense - (20,965) (20,965)Share of loss of associate accounted for using the equity method (349,235) 349,235 -Share based payments (1,414,039) (342,916) (1,748,639)Other expenses (97,664) 11,114 (102,773)Loss before tax (2,589,227) (434,321) (3,031,455)Income tax expense (10,297) - (10,297)Loss for the year (2,599,524) (442,228) (3,041,752)

Other comprehensive incomeGain on available-for-sale investments taken to equity 4,917 - 4,917Income tax expense relating to other comprehensive income (1,474) - (1,474)Total other comprehensive income for the year 3,443 - 3,443

Total comprehensive income for the year (2,596,081) (442,228) (3,038,309)

Loss attributable to:Equity holders of the parent (2,554,566) (21,884) (2,576,450)Non-controlling interest (44,958) (420,344) (465,302)

(2,599,524) (442,228) (3,041,752)

Total comprehensive income attributable to:Owners of the company 3,443 - 3,443Non-controlling interest - - -

3,443 - 3,443

Note (b) The adjustment relates to consolidating Curnamona rather than equity accounting Curnamona.


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The Directors declare that:

(a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts asandwhentheybecomedueandpayable;

(b) in the Directors’ opinion, the attached financial statements are in compliance with International Financial ReportingStandards,asstatedinNote1tothefinancialstatements;

(c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performanceoftheGroup;and

(d) the Directors have been given the declarations required by Section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001.

On behalf of the Directors

K R JohnsonChairman

26 October 2012Adelaide

Directors’ DeclarationF

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Auditor’s Independence Declaration

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited.

Deloitte Touche TohmatsuABN 74 490 121 060

11 Waymouth StreetAdelaide SA 5000GPO Box 1969Adelaide SA 5001 Australia

Tel: +61 (0) 8 8407 7000Fax: +61 (0) 8 8407 7001www.deloitte.com.au

Board of DirectorsHavilah Resources NL31 Flemington StreetGLENSIDE SA 5065

26 October 2012

Dear Board Members


In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Havilah Resources NL.

As lead audit partner for the audit of the financial statements of Havilah Resources NL for the financial year ended 31 July 2012, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

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

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Stephen HarveyPartner Chartered Accountants

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Independent Auditor’s ReportDeloitte Touche TohmatsuABN 74 490 121 060

11 Waymouth StreetAdelaide SA 5000GPO Box 1969Adelaide SA 5001 Australia

Tel: +61 (0) 8 8407 7000Fax: +61 (0) 8 8407 7001www.deloitte.com.au

Stephen HarveyPartner, Chartered Accountants, Adelaide, 26 October 2012

DELOITTE TOUCHE TOHMATSULiability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited.

Independent Auditor’s Report to the members of Havilah Resources NL

Report on the Financial Report

We have audited the accompanying financial report of Havilah Resources NL, which comprises the statement of financial position as at 31 July 2012, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, 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 as set out on pages 30 to 69.

Directors’ Responsibility for the Financial ReportThe directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated financial statements comply with International Financial Reporting Standards.

Auditor’s ResponsibilityOur 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 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 company’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 company’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.

Auditor’s Independence DeclarationIn conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Havilah Resources NL, would be in the same terms if given to the directors as at the time of this auditor’s report.

OpinionIn our opinion: (a) the financial report of Havilah Resources NL 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 31 July 2012 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 statements also comply with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 23 to 29 of the directors’ report for the year ended 31 July 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

OpinionIn our opinion the Remuneration Report of Havilah Resources NL for the year ended 31 July 2012, complies with section 300A of the Corporations Act 2001.

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Range Number of Holders Ordinary Shares1 - 1,000 874 421,719

1,001 - 5,000 1,113 2,945,0035,001 - 10,000 456 3,486,068

10,001 - 100,000 686 19,918,951100,001 - Over 106 86,942,236

3,235 113,714,067

Distribution of Shareholders at 24 October 2012

Top Twenty Shareholders of Ordinary Shares at 24 October 2012

Substantial Shareholders

The names of substantial shareholders shown in the Company’s Register are:

Shareholder Number of SharesGlencopper SA Pty Ltd 10,153,756Trindal Pty Ltd 10,093,748 IFG Trust (Jersey) Limited 9,672,423 Rockland Pty Ltd <LB A/C> 6,000,981

Information Relating to Shareholders at 24 October 2012

At the closing price on SEATS at 24 October 2012 there were 877 shareholders with less than a marketable parcel of shares to the value of $500

Additional Stock Exchange Information

Name Units % of Issued CapitalGlencopper SA Pty Ltd 10,153,756 8.93Trindal Pty Ltd <Trindal Super Fund A/C> 10,093,748 8.88IFG Trust (Jersey) Limited 9,672,423 8.51Rockland Pty Ltd <LB A/C> 6,000,981 5.28MMR Exploration Limited 4,000,000 3.52ACN 154 402 927 Pty Ltd <Private Company Account> 3,500,000 3.08Woolsthorpe Investments Limited 3,456,273 3.04Trindal Pty Ltd 2,615,508 2.30Mrs Selvie Tjowasi 2,187,033 1.92Statsmin Nominees Pty Ltd 2,063,764 1.81HSBC Custody Nominees (Australia) Limited 1,862,492 1.64Statsmin Nominees Pty Ltd <Statsmin Super Fund A/C> 1,573,950 1.38Dr Keith Robert Johnson 1,429,420 1.26Mr Paul Clark 1,337,000 1.18Citicorp Nominees Pty Limited 1,314,375 1.16Mr Brian Kenneth Murphy <Murphy’s Super Fund A/C> 1,293,391 1.14Tusculum Pty Ltd <Driscoll Super Fund A/C> 1,200,000 1.06Mr Michael Mornane Stutt 1,010,240 0.89Sydney Fund Managers Ltd 1,000,000 0.88Willstreet Pty Ltd 950,000 0.84Total of top 20 holdings 66,714,354 58.67Other holdings 46,999,713 41.33Total fully paid shares issued 113,714,067 100.00F

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Distribution of Optionholders HAVOB - expiry date 30/08/2013

Range Number of Holders Listed Options1 - 1,000 242 77,841

1,001 - 5,000 66 171,0475,001 - 10,000 23 161,914

10,001 - 100,000 22 570,992100,001 - Over 10 3,241,969

363 4,223,763At 24 October 2012 there were 363 holders with less than a marketable parcel of options to the value of $500

Top Twenty Holders of Listed Options at 24 October 2012 HAVOB

Name Number %Trindal Pty Ltd 1,146,161 27.14IFG Trust (Jersey) Limited 879,314 20.82Klip Pty Ltd <Beirne Super Fund A/C> 429,032 10.16Woolsthorpe Investments Limited 314,209 7.44Statsmin Nominees Pty Ltd 187,615 4.44Statsmin Nominees Pty Ltd <Statsmin Super Fund A/C> 142,905 3.38Dr Keith Robert Johnson 128,857 3.05Mr Brian Kenneth Murphy <Murphy’s Super Fund A/C> 117,581 2.78UBS Wealth Management Australia Nominees Pty Ltd 100,480 2.38Mrs Marie-Michele Kyriakopolous + Mr John Kyriakopolous 40,000 0.95Rangelea Holdings Pty Ltd 40,000 0.95Fitel Nominees Limited 32,786 0.78JP Morgan Nominees Australia Limited <Cash Income A/C> 32,619 0.77Mr Christopher William Giles 30,000 0.71HSBC Custody Nominees (Australia) Limited 29,529 0.70FJ & EA Old Pty Ltd <FJ & EA Old Super Fund A/C> 24,271 0.57Trindal Pty Ltd <Wilpena A/C> 22,500 0.53Mrs Marika Jane Dowdeswell <Lake St Discretionary A/C> 19,804 0.47Mr Jimi Markopoulos + Mrs Mary Markopoulos <Markopoulos S/F A/C> 16,000 0.38Mrs Marika Dowdeswell <Christian Dowdeswell A/C> 15,032 0.36Total top 20 holders of listed options 3,748,695 88.75Total remaining holders balance 475,068 11.25Total 4,223,763 100.00

Distribution of Optionholders HAVO - expiry date 30/10/2013


1,001 - 5,000 572 1,396,2055,001 - 10,000 126 901,220

10,001 - 100,000 175 4,942,673100,001 - Over 20 11,692,171

1,526 19,197,162At 24 October 2012 there were 1,120 holders with less than a marketable parcel of options to the value of $500

Unquoted Equity Securities: Options

The following options were unquoted: No. on Issue Number of HoldersOptions issued pursuant to Havilah Resources Employee Share Option Plan 3,112,000 15Options issued pursuant to Havilah Resources Director Share Option Plan 7,800,000 3Other options issued 1,500,000 1Total unquoted options held by 18 optionholders 12,412,000

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Top Twenty Holders of Listed Options at 24 October 2012 HAVO

Name Number %Sydney Fund Managers Ltd 2,900,000 15.11Trindal Pty Ltd <Trindal Super Fund A/C> 2,346,001 12.22IFG Trust (Jersey) Limited 2,065,653 10.76Primdonn Nominees Pty Limited <Primdonn Super Fund A/C> 900,000 4.69Mrs Selvie Tjowasi 506,950 2.64Statsmin Nominees Pty Ltd 469,038 2.44Trindal Pty Ltd 325,658 1.70Tusculum Pty Ltd <Driscoll Super Fund A/C> 275,000 1.43Willstreet Pty Ltd 262,500 1.37Statsmin Nominees Pty Ltd <Statsmin Super Fund A/C> 259,000 1.35Woolsthorpe Investments Limited 586,072 3.05Mr Paul Clark 216,152 1.13Shorlane Pty Ltd <Jolma Super Fund A/C> 161,022 0.84Mr Anthony John Vetter + Mrs Jeannette Vetter 150,000 0.78Bell Potter Nominees Ltd <BB Nominees A/C> 148,250 0.77Yandal Investments Pty Ltd 125,000 0.65Mrs Marie-Michele Kyriakopolous + Mr John Kyriakopolous 100,000 0.52Rangelea Holdings Pty Ltd 100,000 0.52Mr Steven Erwin Kuhr <Kuhr Morgan Super Fund A/C> 90,000 0.47Seaview Enterprises Pty Ltd 90,000 0.47Total top 20 holders of listed options 12,076,296 62.91Total remaining holders balance 7,120,866 37.09Total 19,197,162 100.00

Top Twenty Holders of Listed Options at 24 October 2012 HAVOA

Name Number %Trindal Pty Ltd <Trindal Super Fund A/C> 183,651 10.22Curnamona Energy Limited <Dissenters A/C> 138,033 7.68IFG Trust (Jersey) Limited 82,625 4.60Dr Keith Robert Johnson 75,500 4.20Mr Christopher William Giles 75,000 4.17Mr William John Goodes + Mrs Lesley Anne Goodes <Goodes S/F Account> 56,000 3.12Woolsthorpe Investments Limited 43,349 2.41Mrs Marie-Michele Kyriakopoulos + Mr John Kyriakopoulos 36,481 2.03Tusculum Pty Ltd <Driscoll Super Fund A/C> 25,000 1.39Bridgford Investments (Qld) Pty Ltd <Bridgford Family A/C> 22,682 1.26Croftbank Pty Ltd <Watts Family Super Fund A/C> 20,000 1.11Mr Graham John Tucker + Mrs Julia Kathryn Tucker 20,000 1.11Maminda Pty Ltd 19,000 1.06Mr David Robert Tiller + Mrs Sarah Ann Tiller 18,450 1.03Willstreet Pty Ltd 17,500 0.97Jezmond Pty Ltd <Emmett & Co Staff Pen A/C> 17,218 0.96Mr Jimi Markopoulos + Mrs Mary Markopoulos <Markopoulos S/F A/C> 16,000 0.89Mr Malcolm Arnold Haines + Mrs Jennifer Haines <Kymdog S/F A/C> 15,232 0.85Mr Peter John Baxter 15,000 0.83Statsmin Nominees Pty Ltd <Statsmin Super Fund A/C> 15,000 0.83Total top 20 holders of listed options 911,721 50.73Total remaining holders balance 885,395 49.27Total 1,797,116 100.00

Distribution of Optionholders HAVOA - expiry date 23/03/2014


1,001 - 5,000 173 381,4405,001 - 10,000 22 167,437

10,001 - 100,000 27 724,367100,001 - Over 2 263,004

928 1,797,116At 24 October 2012 there were 894 holders with less than a marketable parcel of options to the value of $500

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NotesF

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31 Flemington StreetGlenside South Australia 5065

telephone: (08) 8338 9292facsimile: (08) 8338 9293

website: www.havilah-resources.com.auemail: [email protected]

HAVILAH RESOURCES NLFor

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Documents

HAVILAH RESOURCES NL ABN 39 077 435 520 For personal use … · The mining lease proposal (MLP) has been lodged for the Maldorky iron ore project and the MLP for Kalkaroo will be