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Kidman Resources Limited ABN 88 143 526 096 Annual Report - 30 June 2014 For personal use only

Kidman Resources Limited For personal use only · 2014. 9. 29. · Kidman Resources Limited Review of operations 30 June 2014 4 OVERVIEW Corporate Raised $4.6M via a share placement

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Kidman Resources Limited

ABN 88 143 526 096

Annual Report - 30 June 2014

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Kidman Resources Limited Contents 30 June 2014

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Contents Corporate directory 2 Chairman's letter 3 Review of operations 4 Directors' report 21 Auditor's independence declaration 31 Corporate Governance Statement 31 Statement of profit or loss and other comprehensive income 39 Statement of financial position 40 Statement of changes in equity 41 Statement of cash flows 42 Notes to the financial statements 43 Directors' declaration 68 Independent auditor's report to the members of Kidman Resources Limited 69 Shareholder information 72

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Kidman Resources Limited Corporate directory 30 June 2014

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Directors Mr Garrick Higgins (Non-Executive Chairman) Mr Andrew McIlwain (Non-Executive Director) Mr Martin Donohue (Executive Director) (Appointed 19 June 2014) Company secretaries Ms Melanie Leydin Mr Justin Mouchacca Registered office Level 4, 100 Albert Road South Melbourne, VIC 3205 PH: +61 3 9692 7222 FAX: +61 3 9077 9233 Principal place of business Suite 3, Level 4 12-20 Flinders Lane Melbourne VIC 3000 Share register Boardroom Pty Ltd Level 7, 207 Kent Street Sydney NSW 2000 Auditor Grant Thornton Audit Pty Ltd The Rialto, Level 30 525 Collins Street MELBOURNE VIC 3000 Stock exchange listing Kidman Resources Limited shares are listed on the Australian Securities Exchange

(ASX code: KDR) Website www.kidmanresources.com.au

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Kidman Resources Limited Chairman’s letter 30 June 2014

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Dear Shareholders,

On behalf of your Board of Directors I have pleasure in presenting the 2014 Annual Report of Kidman Resources Limited (Kidman or the Company). The Company had outstanding success during the financial year and was able to complete extensive exploration works on its Home of Bullion project, located in the Northern Territory, and its newly acquired Browns Reef Project, located in New South Wales. The results received during the 2013 calendar year at Home of Bullion allowed the Company to accelerate its planned expenditure and to work towards defining a resource, through the successful raising of $5.6 million through capital raisings and approximately $872,000 through conversions of listed options. In March 2014, the Company was able to secure a number of highly prospective licences located in New South Wales forming the Browns Reef Project. The modest acquisition cost of the project amounted to $500,000 cash. Initial results since the acquisition have provided the Company with a number of exciting prospects for further exploration. The evaluation of Browns Reef remains an absolute priority for the Company. Since the end of the financial year we have continued drilling at Browns Reef and have been very encouraged by results. The Board of Kidman remains committed to pursuing a strategy that will deliver long term growth to Shareholders. We will continue to explore and evaluate all our assets. I extend my sincere thanks to the Board and Staff of Kidman for their contributions and efforts to date. Appreciation is also extended to our Shareholders for their support and we look forward to continued success in the financial year ahead. Yours sincerely,

Garrick Higgins Non-Executive Chairman

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OVERVIEW

Corporate

Raised $4.6M via a share placement to two institutional investors and $1.8M via exercise of expired Nov 20c options and through a placement at $0.20

Browns Reef Project – New South Wales

Purchase of Browns Reef Project in Cobar basin of NSW o Lead-Zinc-Copper-Silver deposit located in central NSW o More than 5km of continuous base metal mineralisation along strike from Browns Reef, limited

exploration completed and open in all directions

Joint Venture (JV) farm-in agreements cover approximately 80km of the Browns Reef trend containing; o Mt Boorithumble - single drill hole intersected 3m @ 2% Pb, 2% Zn, 1.2% Cu, 0.5g/t Au & 150g/t

Ag from 117m near strong IP anomaly – follow-up drilling required o Other prospects such as Achilles 3, Billys, and North Shepherds o $300,000 spend to earn 80% interest over three years

Two New Exploration Licences granted on highly prospective ground and provide 100% ownership for extensions of the Browns Reef trend.

o EL 8275, Murrin Bend o EL 8276, Trevellan

Approvals received from NSW Trade & Investment for diamond drilling program to commence at Browns Reef

Diamond Drilling Program commences a Browns Reef Project with DDH1 Drilling Company

Barrow Creek Project – Northern Territory

Completed 20 RC drill holes for 2964m at Home of Bullion

Key intercepts include; o HRC035 26m @ 4.6% Cu, 5.5% Pb, 1.84% Zn, 142.9g/t Ag (South Lode) o HRC069 10m @ 3.56% Cu, 0.3% Pb, 2.46% Zn, 13.1g/t Ag (South Lode) o HRC067 4m @ 2.6% Cu, 2.7% Pb, 0.22% Zn, 42.9g/t Ag (South Lode)

Completed 16 Diamond drill holes for 7845.6m at Home of Bullion Key intercepts include;

o HDD044W3 10.5m @ 3.78% Cu, 1.15% Pb, 1.99% Zn, 53.28g/t Ag (Main Lode) o HDD044 9.7m @ 3.43% Cu, 0.82% Pb, 1.99% Zn, 40.7g/t Ag (Main Lode)

Delivered multiple high-grade copper intersections at Home of Bullion to depth of ~600m below surface.

Executed Farmin JV agreement on Donkey Creek prospect adjacent to Home of Bullion

Preliminary metallurgical test-work shows copper ores amenable to beneficiation using standard crushing, grinding and flotation methods

Completed extensive Geophysics program at Barrow Creek NT o Ground based MLEM covering Home of Bullion, Prospect D, Mulbangas and Donkey Creek

Work commenced by SRK Consulting to define maiden JORC resource at Home of Bullion in NT.

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Crowl Creek Project – Central New South Wales

Helicopter-borne survey utilizing the VTEM-max time-domain system identified several anomalies for Belmore, Jumble Planes, and Wilga Grove prospects in central NSW.

CORPORATE During the September 2013 Quarter, Kidman Resources Limited (ASX: KDR, “the Company” or “Kidman”) completed a placement to two institutional investors of 20 million fully paid ordinary shares at an issue price of $0.23 (23 cents) per share raising $4.6 million before costs. RBS Morgans acted as Lead Manager to the offer which attracted significant interest from investors. During the December 2013 Quarter, 21,019,301 KDRO listed options expired unexercised. The company received exercise notices for a total of 4,359,350 options which resulted in the raising $871,870 through the issue of 4,359,350 fully paid ordinary shares at an issue price of $0.20 (20 cents) per share. In addition to the funds received from the options exercised, the company also agreed to a placement of 5 million fully paid ordinary shares to Soaraway Developments Pty Ltd (‘Soaraway’) at an issue price of $0.20 (20 cents) per share to raise an additional $1 million less costs. Soaraway was an existing substantial shareholder in the Company. The issued capital of company increased to 114,984,678 shares as a result of the issue of new shares from both the option exercise and placement. The company also signed a farmin JV agreement with privately owned Bowgan Minerals on EL 28615 which will allow the company to earn in on the Donkey Creek prospect over a three year period. Donkey Creek adjoins Kidman’s Barrow Creek license area in the Northern Territory containing the Home of Bullion project. Key Terms of Transaction KDR / Bowgan (EL 28615)

o 1st Year – earn 51% by spending $100,000

o 2nd

& 3rd

Years – earn to 80% by spending $200,000 o Parties then contribute pro rata or may elect to be free carried where Kidman will earn up to 90%

During the March 2014 Quarter, the Company announced the acquisition of the Browns Reef Project located 5km west of Lake Cargelligo in Central NSW, from Comet Resources Ltd (ASX: CRL). Kidman has also entered into farm-in joint venture agreements with neighbouring license holders, Variscan Mines Ltd (ASX:VAR) and Thomson Resources Ltd (ASX: TMZ); which surround the Browns Reef deposit.

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Key Terms of Transactions Browns Reef (EL 6321)

$500,000 to purchase Browns Reef outright from Comet Resources (ASX: CMZ) (KDR 100%) Two Joint Ventures (JV’s) –Tenements surrounding Browns Reef

1. KDR / Variscan / Thomson (EL 7746 & EL 7931)

o 1st Year – earn 51% by spending $70,000

o 2nd

& 3rd

Years – earn further 29% by spending $140,000 o Parties then contribute pro rata or may elect to be free carried where Kidman will earn up to 90%

2. KDR / Lassiter / Thomson (EL7891)

o 1st Year – earn 51% by spending $30,000 o 2

nd-3

rd Years – earn further 29% by spending $60,000

o Parties then contribute pro rata or may elect to be free carried where Kidman will earn up to 90%

During the June 2014 Quarter, the Company announced changes to its board of directors and Mr Martin Donohue was appointed Executive Director on 19 June 2014. Furthermore, on 27 June 2014 Mr Shane Mele resigned as Managing Director.

Kidman Tenement Holdings All Kidman tenements are 100% owned with the exception of EL28615 (Donkey Creek) which will be earned into over a period of time.

Mining Tenement

Location

Beneficial % held

EL 7535 – Whinfell New South Wales, Australia 100% KDR

EL 7536 – Yethera New South Wales, Australia 100% KDR

EL 7537 – Blind Calf New South Wales, Australia 100% KDR

EL 7538 – Wilmatha New South Wales, Australia 100% KDR

EL 7539 – Belmore New South Wales, Australia 100% KDR

EL 7540 – Jumble Plains New South Wales, Australia 100% KDR

EL 7520 – Walkers Hill New South Wales, Australia 100% KDR

EL 7523 – Kiacatoo New South Wales, Australia 100% KDR

EL 7527 - Wharfdale New South Wales, Australia 100% KDR

EL 7820 – Melrose New South Wales, Australia 100% KDR

EL 7821 – Lockerbie New South Wales, Australia 100% KDR

EL 4152 – Bogong New South Wales, Australia 100% KDR

EL 6321 – Browns Reef New South Wales, Australia 100% KDR

EL 8275 – Murrin Bend New South Wales, Australia 100% KDR

EL 8276 - Trevellan New South Wales, Australia 100% KDR

EL 7931 – Shepherds New South Wales, Australia VAR/KDR right to acquire up to 80%

EL 7746 – Achilles New South Wales, Australia VAR/KDR right to acquire up to 80%

EL8103 – Hillview New South Wales, Australia TMZ/KDR right to acquire up to 80%

EL 6321 – Tarilta New South Wales, Australia LAS/KDR right to acquire up to 80%

EL 23186 – Home of Bullion Northern Territory, Australia 100%

EL 27962 – Hale River Northern Territory, Australia 100%

EL 28065 – Martingale Northern Territory, Australia 100%

EL 28615 – Donkey Creek Northern Territory, Australia Right to acquire up to 80%

Table 1: Kidman tenement holding listing

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PROJECTS

Browns Reef Project Lake Cargelligo, New South Wales EL 6321, Browns Reef Browns Reef is a base metal deposit containing Lead-Zinc-Copper-Silver and gold. It was discovered in the mid 1970’s by Electrolytic Zinc Company of Australasia Limited targeting a lead-zinc-copper soil anomaly. The Companies exploration rationale is to initially focus on drilling in and around Browns Reef to define a significant maiden resource at minimal cost while utilizing proven modern geophysical methods to provide further regional drill targets along the Browns Reef – Woorara Fault trend. During the March 2014 Quarter, the Company undertook a review all historic data at its recently acquired Browns Reef project in the Cobar Basin of NSW. This review allowed the company to plan its first ever drill program. As a result an SDN (Surface Disturbance Notice) was lodged with NSW Trade and Investment / Resources seeking approval for six drill holes. Approval was subsequently granted and the diamond drilling commenced in early June. Geologically, the project is situated within the Siluro-Devonian Rast Trough and Wagga-Omeo Zone of the central-western Lachlan Fold Belt. The Rast Trough is a narrow, meridional rift, which together with the Cobar, Mt Hope and Melrose Troughs, forms part of a larger Siluro-Devonian rift event. A broadly transgressive-regressive sequence is contained within the Rast Trough, reflecting the opening and fill of the trough. The sequence comprises basal syn-rift, coarse basement-derived alluvial fan clastics (Boothumble and Square Head Formations), overlain by quartz-rich turbidites (Crossleys Tank Formation), which are in turn conformably overlain by mud dominated basinal clastics of the Preston Formation and the silicic Ural Volcanics. At Browns Reef, the mineralisation is hosted within the steeply west dipping Preston Formation and in close proximity to the Woorara Fault Zone (Browns Reef trend) which may have acted as a conduit or feeder zone to the deposit. The mineralisation consists mainly of pyrite, sphalerite, galena and chalcopyrite with traces of arsenopyrite, covellite and bornite. Sulphide mineralisation occurs as disseminations, blebs and stringers within silicified metasediments and in quartz-muscovite-Fe chlorite-carbonate vein stockworks. The Browns Reef deposit shows similarities to other known Cobar-style deposits such as the CSA and Nymagee-Hera and has the potential to contain high-grade massive sulphide zones yet to be discovered. A single drill hole at the Mt Boorithumble prospect (see figure 1) intersected 3m @ 2% Pb, 2% Zn, 1.2% Cu, 150g/t Ag and 0.5g/t Au from 117m downhole. Mt Boorithumble is located 25kms along strike from Browns Reef and also contains a strong and untested induced polarization (IP) anomaly associated with it. This warrants follow-up drilling and ranks highly on our priority list of targets.

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Figure 1. Lake Cargelligo Group Tenements – 100% Owned, JVs and EL applications

Significant historical drill intercepts at Browns Reef include;

45.3m @ 1.71% Pb, 3% Zn, 0.1% Cu, 8g/t Ag from 291m (BR002) including 20m @ 2.77% Pb, 4.95% Zn, 0.16% Cu, 14g/t Ag from 302m

58m @ 0.9% Pb, 1.92% Pb, 0.41% Cu, 18.7g/t Ag from 316m (BR018) including 6m @ 4.57% Pb, 11.05% Zn, 1.18% Cu, 71g/t Ag from 368m

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Significant drill intercepts along strike of Browns Reef include;

15.8m @ 1.17% Pb, 1.45% Zn, 0.14% Cu, 8g/t Ag from 443.5m (WS001) located 2km north of Browns Reef

5.3m @ 1% Pb, 2.2% Zn, 0.1% Cu, 13g/t Ag from 184.5m (BS001) located 1.5km south of Browns Reef Limited drilling along strike from Browns Reef (refer to figure 7) has extended base metal mineralization for up to 5.4km’s and remains open in all directions.

Figure 2. Browns Reef Plan (EL 6321) – Mineralised trend and key drill hole intercepts

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Figure 3. Browns Reef Long-section (looking west) with key drill intercepts

Photo 1. Drill core (BR018) showing high-grade base metal zone at Browns Reef deposit from 368m downhole.

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Table 2. Browns Reef - Significant Historical Drill Hole Intersections

Figure 4. Browns Drilling – Drilling rig at the Browns Reef prospect

HOLE MGA94_E MGA94_N MGA_AZIMUTH DIP FROM TO Width (m) Ag_ppm Au_ppm Cu_pct Pb_pct Zn_pct

BR0001 437139.75 6312668.34 79.4 -55 165.0 200.4 35.4 11 0.20 1.33 0.83

BR0002 437078.09 6312657.34 81.4 -65.5 291.0 336.3 45.3 8 0.10 1.71 3.00

incl 302.0 322.0 20 14 0.16 2.77 4.95

BR0003 437143.86 6312514.92 81.4 -65 256.0 299.3 43.3 13 0.14 1.17 1.88

incl 256.0 260.2 4.2 35 0.44 1.47 3.8

incl 268.5 273.7 5.2 19 0.13 1.49 1.89

incl 279.4 285.2 5.8 5 0.12 2.14 3.87

incl 289.8 293.1 3.3 12 0.18 1.25 2.87

BR0003A 437143.86 6312514.92 81.4 -65 273.7 306.0 32.3 5 0.10 1.04 1.85

BR0004 437038.94 6312803.25 81.4 -66 266.3 330.7 64.4 4 0.08 0.79 1.69

incl 267.6 274.0 6.4 8 0.12 1.77 3.52

incl 303.6 309.4 5.8 6 0.12 1.47 2.94

BR0005 437060.23 6312655.00 81.4 -74.5 312.8 322.8 10.0 10 0.13 0.92 2.34

incl 315.9 320.8 4.9 14 0.19 1.27 3.35

340.8 379.9 39.1 9 0.11 0.93 2.08

BR0006 436970.58 6313146.05 81.6 -55 161.5 177.5 16.0 10 0.18 1.06 1.83

incl 161.5 165.8 4.3 8 0.05 1.38 2.7

BRR0006 437225.76 6312683.68 81.8 -60 92.0 93.0 1.0 5 0.71 0.07 0.44 0.10

BRR0004 437725.85 6311279.20 81.8 -60 33.0 34.0 1.0 6 0.54

79.0 80.0 1.0 1 2.63

BRR0006 437225.76 6312683.68 81.8 -60 92.0 93.0 1.0 5 0.71 0.07 0.44 0.10

BS0001 437711.54 6311028.27 81.6 -65 89.3 90.3 1.0 1.78

101.2 102.0 0.8 0.87

126.3 126.9 0.6 0.52

128.0 128.4 0.4 0.78

81.6 -65 184.5 194.3 9.8 9 0.16 0.68 1.44

201.4 209.2 7.8 3 0.20 0.52 1.11

BS0002A 437565.63 6311904.84 250.6 -72.5 256.7 266.0 9.3 12 0.02 0.18 2.67 4.28

BS0003 437562.68 6312306.19 261.6 -42.5 286.1 298.1 12.0 5 0.12 0.42 1.25

RC01EG01 435640.57 6316398.66 261 -60 84.0 90.0 6.0 2 0.05 0.33 0.72

RC01EG05 436465.97 6314378.99 69 -60 104.0 106.0 2.0 5 0.03 1.45 1.40

110.0 114.0 4.0 9 0.03 2.51 3.70

RC01EG07 436853.51 6313622.06 69 -60 104.0 106.0 2.0 4 0.04 0.11 1.47 0.71

RC02BR10 437451.47 6311974.35 71 -60 89.0 90.0 1.0 4 0.03 1.34 0.05 0.03

WS0001 436070.38 6314909.31 60 -65 243.8 245.0 1.2 0.79

443.5 459.3 15.8 8 0.14 1.17 1.45

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Table 3. Browns Reef - Significant Recent Drill Hole Intersections

Barrow Creek Project Barrow Creek – Northern Territory EL 23186, Barrow Creek The Barrow Creek Project consists of prospect sites; Home of Bullion, Prospect D and Donkey Creek. All are strategically located near the township of Barrow Creek adjacent to significant infrastructure. The Stuart Highway passes immediately west and approximately 10km east of the projects lies the Darwin – Adelaide railway line. Kidman acquired 100% of the Barrow Creek Project in April 2012 and set out to define and expand the historic prospect. Kidman Resources implemented a staged exploration strategy that would utilise multiple exploratory techniques to ultimately help extend existing mineralised structures and lead to the definition of new, previously undiscovered copper lodes.

HOLE MGA94_E MGA94_N MGA_AZIMUTH DIP FROM TO Width (m) Ag_ppm Au_ppm Cu_pct Pb_pct Zn_pct

BR0007 437086.74 6312606.98 82.1 -65 333.0 373.0 40.0 7 0.05 0.14 0.80 1.84

incl 358.0 363.0 5 12 0.09 0.07 1.49 3.84

incl 369.0 373.0 4 14 0.07 0.31 1.76 3.68

BR0008 437069.36 6312706.22 82.1 -60 268.0 299.0 31.0 12 0.07 0.18 0.93 1.93

incl 284.0 290.0 6 23 0.19 0.15 1.77 3.67

BR0009 436979.70 6312638.48 82.1 -67.5 455.0 458.0 3.0 3 0.01 0.06 0.57 0.85

BR0010 437037.16 6313107.53 82.1 -60 89.0 91.0 2.0 11 0.02 1.13 0.47 0.05

BR0010 95.0 104.0 9.0 4 0.01 0.17 1.45 0.04

BR0011 436946.95 6313090.92 82.1 -60 132.0 150.0 18.0 10 0.04 0.29 0.32 0.79

BR0011 208.0 217.0 9.0 13 0.04 0.64 0.48 1.09

BR0011 220.0 234.0 14.0 9 0.07 0.38 0.59 1.44

BR0012 437135.35 6312820.36 82.1 -60 82.0 87.0 5.0 3 0.00 0.08 0.72 0.03

BR0013 437250.17 6312536.18 82.1 -60 127.0 132.0 5.0 11 0.03 1.17 0.13 0.07

BR0014 437121.30 6312513.81 83.1 -70 378.0 389.0 11.0 10 0.06 1.23 0.30 0.98

incl 378.0 381.0 3 19 0.12 3.04 0.28 0.61

BR0015 437015.06 6312799.23 82.1 -75 494.0 496.0 2.0 9 0.13 0.29 0.22 1.99

504.0 508.0 4.0 14 0.03 0.29 0.21 1.97

BR0016 436935.51 6312887.20 82.1 -60 350.0 362.0 12.0 10 0.07 0.33 1.41 3.44

incl 356.0 359.0 3 18 0.06 0.89 3.58 9.49

BR0017 436918.69 6312986.03 90 -60 366.0 370.0 4.0 5 0.03 0.09 0.59 0.97

BR0017 376.0 380.0 4.0 11 0.07 0.16 0.42 3.02

BR0017 393.0 397.0 4.0 4 0.01 0.05 0.57 1.10

BR0017 402.0 404.0 2 2.5 0.03 0.04 0.34 0.98

BR0018 436990.82 6312692.70 80.1 -60 316.0 374.0 58.0 20 0.05 0.41 0.90 1.92

incl 368.0 374.0 6 71 0.07 1.18 4.57 11.05

BR0019 437116.56 6312612.28 80.1 -60 236.0 256.0 20.0 3 0.05 0.04 0.77 1.32

BR0019 261.0 277.0 16.0 3 0.01 0.01 0.76 1.97

BR0019 283.0 285.0 2.0 3 0.01 0.02 0.36 0.79

BR0019 287.0 289.0 2.0 3 0.01 0.02 0.36 0.79

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Figure 5: Location Map - Home of Bullion, Donkey Creek and Prospect D RC Drill Program During the September 2013 Quarter, an RC drill program was completed consisting of 20 drill holes for 2964m. The program tested shallow conductors identified from DHEM surveys on the Southern Lode and regional geophysics anomalies located within 3km of the Home of Bullion deposit. HRC035 intersected a broad zone of high-grade copper mineralization including 26m @ 4.6% Cu, 5.5% Pb, 1.84% Zn, 142.9g/t Ag, from 266m downhole. This drill hole was originally designed from the footwall to test a south dipping conductor but stopped short of the above intersection. DHEM surveys identified a very strong conductor at the end of hole so it was decided to extend the drill hole at low cost to the company; as a result, the high-grade zone was intersected. Assay results of up to 13% copper displayed the high-grade potential for the Southern Lode and further confirmed the potential for DHEM surveying to unveil new zones of copper mineralization at Home of Bullion. Other drill intersections from the RC drill program are shown in Table 2. The first-pass regional RC program tested magnetic and moving loop electro-magnetic (MLEM) targets. Peak results included assays up to 495ppm copper and 0.5g/t silver at the Red Back prospect. No other significant results were received however further assessment of these targets is still required.

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Figure 6: Drilling rigs at Home of Bullion

Diamond Drilling Program Testing depth extensions A deeper diamond drilling program was completed in the December 2013 Quarter. Drilling commenced in September through to November 2013. The drill programme tested the down-plunge continuity of the main lode to a depth of ~600m below surface and the Southern Lode to ~500m below surface. The aim of the drill program was to significantly extend the known copper mineralisation to assist defining a potential JORC resource. The drilling successfully identified high grade, massive sulphide zones along the central spine of both copper lodes. For a full list of drill results from this program refer to Table 3. The deep directional drill program utilised the expertise of a highly skilled drilling contractor (DDH1 Drilling) to accurately target designed pierce points down the central spine of both mineralised lodes. A singular drill hole (parent hole) with multiple wedges coming off it (daughter holes) reduced the time and cost of re-drilling drill holes from surface allowing the company to gain more pierce-points into the copper lodes. This drill method also significantly expedited the delivery of drill results. During the program, geophysical contractors, Outer-Rim Exploration Services, were used to undertake Down-Hole Electromagnetic (DHEM) surveying on all drill holes. This method proved successful in defining new conductive zones associated with high-grade copper mineralisation and was used to generate more precise targets for each drill hole as the program progressed. Further conductive zones defined from these DHEM surveys remain untested and will be targeted in the next phase of drilling. Further drill programs will test for lateral extensions and internal continuity on both lodes to provide additional tonnage to a maiden JORC resource. Assessment for this maiden resource commenced during the June 2014 Quarter. Kidman engaged SRK Consulting to assess the resources estimate at the Home of Bullion prospect.

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Figure 7: Main Lode long-section showing diamond drilling copper intercepts

Figure 8: Southern Lode long-section showing recent diamond drilling copper intercepts

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Figure 9: HOB Plan view showing pierce-points on both Main and Southern Lodes

*Note: pierce-points projected to surface from north-easterly dipping lodes therefore appear closer together than in actual space.

Figure 10: HOB Drilling in action

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Table 4: Phase 5 RC Drilling Results July-August for the Southern Lode

Hole ID Easting Northing Azimuth Dip From (m) To (m) Interval (m) Cu % Ag (g/t) Pb % Zn % Au (g/t) CuEq % Target

HRC035 412569 7620590 13.6 -60 266 292 26 4.61 142.9 5.5 1.84 N/A 8.18 Southern Lode

HRC064 412560 7620910 185.6 -56 12 16.0 4 2.5 44.6 0.34 0.24 N/A 3.18 Main Lode

HRC065 412647 7620789 173 -72 - - - - - - - - - Southern Lode

HRC066 412720 7620750 202.4 60.6 - - - - - - - - - Southern Lode

HRC067 412625 7620675 185.6 -53 69 73 4 2.6 42.9 2.7 0.22 N/A 3.85 Southern Lode

HRC068 412640 7620760 188.6 -56 133 148 15 1 34.6 1.2 2.11 N/A 2.25 Southern Lode

133 136 3 2.1 12.8 0.23 3.28 N/A 3.14 Southern Lode

HRC069 412560 7620745 187.6 -55 49 59 10 3.56 13.17 0.31 2.46 N/A 4.42 Southern Lode

55 58 3 6.56 11.2 0.3 1.71 N/A 7.2 Southern Lode

HRC070 412580 7620835 186.6 -55 154 160 6 2.1 17.2 0.43 1.52 N/A 2.8 Southern Lode

154 157 3 3.56 23.3 0.43 2.28 N/A 4.53 Southern Lode

HRC080 412695 7620620 186.6 -53 36 40 4 0.82 48.5 1.95 1.09 N/A 2.17 Southern Lode

HRC082 412570 7620785 183.6 -56 92 99 7 1.97 14.48 0.614 2.319 N/A 2.89 Southern Lode

Phase 5 - RC Drilling July-August 2013

including

including

including

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Table 5: Home of Bullion - Diamond Drill results for December Qtr.

Hole ID Easting Northing RL From (m) To (m) Interval (m) Cu % Ag (g/t) Pb % Zn % Au (g/t) CuEq % Target

HDD044 413012 7621272 531 466.70 476.40 9.70 3.43 40.7 0.82 1.99 0.46 4.9 Main Lode

472.00 476.40 4.40 7.3 81.64 1.598 3.71 0.47 9.9

HDD044W1 413012 7621272 531 467.30 468.50 1.20 2.3 13.3 0.2 0.56 NSR 2.65 Main Lode

467.30 467.80 0.50 5.2 30.1 0.45 1.25 NSR 6

HDD044W2 413012 7621272 531 518.5 524 5.50 0.73 15.52 0.57 1.55 0.565 1.8 Main Lode

HDD044W3 413012 7621272 531 480.40 490.90 10.50 3.78 53.28 1.15 1.99 0.596 5.6 Main Lode

486.10 490.90 4.80 7.54 99.72 2.05 3.39 1.17 10.9

HDD044W4 413012 7621272 531 473.00 479.00 6.00 1.27 35 1.04 1.79 NSR 2.41 Main Lode

477.80 479.00 1.20 4.86 91 2.44 4.41 NSR 7.69 Main Lode

HDD044W5 413012 7621272 531 457.3 460.3 3.2 5.22 56.87 1.88 7.97 0.78 8.89 Main Lode

HDD044W6 413012 7621272 531 492.00 501.10 9.10 2.16 42.6 0.91 1.84 0.53 3.7 Main Lode

497.00 501.10 4.10 4.33 63.88 1.27 2.56 0.72 6.52

HDD045 413120 7621300 530 645 646 1.00 0.12 20.6 0.2 0.56 NSR 0.6 Main Lode

HDD045W1 413120 7621300 530 650.40 651.63 1.23 0.4 21.7 0.74 2.15 NSR 1.4 Main Lode

HDD042W1 412803 7621069 519 483.00 484.00 1.00 0.04 2.7 0.16 0.19 NSR 0.2 Southern Lode

HDD042W2 412803 7621069 519 465.70 468.40 2.70 1.46 44.3 0.7 3.7 NSR 3.1 Southern Lode

HDD042W3 412803 7621069 519 485.00 493.00 8.00 0.62 24.5 0.65 1.76 NSR 1.5 Southern Lode

HDD043W1 412776 7621171 526 587.00 597.15 10.15 0.74 9.2 0.31 0.69 NSR 1.1 Southern Lode

HDD043W2 412776 7621171 526 569.60 577.00 7.40 1.5 62 1.81 1.95 NSR 3.2 Southern Lode

573.00 576.30 3.30 1.91 102.2 3.1 2.1 NSR 4.5

HDD043W3 412776 7621171 526 606.00 610.50 4.50 1.89 8.86 0.178 0.431 NSR 2.15 Southern Lode

606.00 606.70 0.70 7.72 19.1 0.21 0.18 NSR 8.05

HDD046 412803 7621069 519 470.1 476.2 6.1 0.811 85.11 1.66 2.47 NSR 2.88 Southern Lode

473 476.2 3.2 1.24 98.16 1.84 2.61 NSR 3.55including

including

including

including

including

including

including

including

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Kidman Resources Limited Review of operations 30 June 2014

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Prospect D Prospect D is within the Barrow Creek licence area and is located 25km’s northeast of Barrow Creek and 5kms east of the Stuart Highway. It also situated 30kms north of the Home of Bullion Prospect. Prospect D consists of copper-nickel mineralisation, the near surface part of which has been oxidized. Mineralisation was first identified in the early to mid-1970’s and was detected over a length of 2km’s, within which, the higher grade zone was traced for over 250m and remains largely untested at depth (see figure 5). The copper-nickel mineralisation is described as a massive sulphide band with lower grade disseminated sulphide mineralisation in the gabbroic footwall rocks. The mineralisation is also believed to be either structurally thickened by tight folds or by intersecting shears that plunge steeply towards the northwest. These zones were considered the most prospective targets. No drilling was completed at Prospect D during the September and December 2013 Quarters due to the extensive drill programme undertaken at Home of Bullion for the period of this time. During the March 2014 Quarter, a ground-based moving loop electro-magnetic (MLEM) survey was completed over Mulbangas, Prospect D South, and Donkey Creek prospects. The MLEM survey data is still to be processed and assessed.

Figure 11: Prospect D mineralised trend with copper and nickel intercepts

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Kidman Resources Limited Review of operations 30 June 2014

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EL 28615, Donkey Creek During the March 2014 Quarter, a ground-based moving loop electro-magnetic (MLEM) survey was completed which identified an anomaly for drill testing. 4 RC holes were drilled into the anomaly during May of 2014 by McKay Drilling (2 sections for a total of 554m.) The drilling also included on the spot XRF sampling to see if any disseminated Cu or Ni could be detected within the host rock. The drill holes intersected a series of Mafic Gabbro units that could be well correlated across each section. It appears an elevated Magnetite component to the intrusive, similar to that seen in the previous drilling of CRA was responsible for the linear conductive feature of the MLEM survey. Metamorphosed Sandstone and Siltstone was also intersected between the gabbro intervals. The mafic Gabbro’s were consistent with those intersected at other regional prospects such as Redback and the Main Lode West. No anomalous XRF values were recorded onsite and subsequent ME-ICP41 analysis showed no anomalous or economic mineralisation.

Crowl Creek Project Condobolin, New South Wales EL 7539, Belmore; EL 7540, Jumble Plains; EL 7523, Kicatoo

During the June 2014 Quarter, results from the Helicopter-borne survey completed during the March 2014 Quarter, utilising the VTEM-max time-domain system were received for Belmore, Jumble Planes, and Wilga Grove prospects. Several anomalies were identified and the Company will look to test these anomalies in the future and submit applications for a drilling program when appropriate.

Competent Persons Statement

The information in this release that relates to exploration results and geological interpretation has been compiled by Mr. Michael Green BSc (Hons), MAusIMM, an employee of the Company. Mr. Green is a Member of the Australian Institute of Mining and Metallurgy and he has sufficient experience with the style of mineralisation and types of deposits under consideration, and to the activities undertaken, to qualify as a competent person as defined in the 2012 Edition of the "Australian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code) for reporting the exploration results. Mr. Green consents to the inclusion in this report of the contained technical information in the form and context in which it appears.

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Kidman Resources Limited Directors' report 30 June 2014

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Kidman Resources Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2014. Directors The following persons were directors of Kidman Resources Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Mr Garrick Higgins (Non-Executive Chairman) Mr Andrew McIlwain (Non-Executive Director) Mr Martin Donohue (Executive Director) (Appointed 19 June 2014) Mr Shane Mele (Managing Director) (Resigned 27 June 2014) Principal activities During the financial year the principal continuing activities of the consolidated entity consisted of: ● Exploration and development of precious and base metals deposits in New South Wales and Northern Territory. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax amounted to $1,066,709 (30 June 2013: $536,100). This amount has risen since the previous financial year following an impairment of the consolidated entity’s exploration and evaluation expenditure amounting to $391,778. Refer to the detailed review of operations preceding this report for further information on the consolidated entity's activities. Financial position The net assets of the consolidated entity increased by $5,052,297 to $17,115,193 as at 30 June 2014 (2013: $12,062,896). The main reason for the increase in net assets has resulted from capital raisings carried out during the financial amounting to approximately $6.5 million. The consolidated entity’s working capital, being current assets less current liabilities was $2,448,934 at 30 June 2014 (2013: $2,088,742). During the period the consolidated entity had a negative cash flow from operating activities of $263,784 and $5,113,911 from exploration and evaluation activities (2013: $482,848 operating activities and $4,255,478 from exploration and evaluation activities). As a result of the above the Directors believe the consolidated entity is in a strong and stable position to expand and grow its current operations. Significant changes in the state of affairs On 14 August 2013 the consolidated entity announced a placement to institutional investors of 20,000,000 fully paid ordinary shares at an issue price of $0.23 (23 cents) per share, raising $4.6 million before costs. The shares were subsequently issued on 20 August 2013. The capital raised will primarily be used to fund the drilling programme at the Home of Bullion and Browns Reef projects and working capital. During the current year the consolidated entity raised $871,870 through the conversion of 4,359,350 KDRO listed options to fully paid ordinary shares at an exercise price of $0.20 (20 cents) per share. Following the expiry of the KDRO listed options on 29 November 2013, 21,019,402 options expired unexercised. On 23 December 2013, the consolidated entity announced that it had agreed a placement of 5,000,000 fully paid ordinary shares at an issue price of $0.20 (20 cents) per share, raising $1 million before costs. The shares for this raising were issued on the 14 January 2014. There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

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Kidman Resources Limited Directors' report 30 June 2014

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Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2014 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Likely developments and expected results of operations The focus of the consolidated entity will be to exploit its current exploration areas of interest in the Northern Territory and New South Wales, whilst reviewing opportunities to raise further capital in the future. The consolidated entity is continuing its drill programme at its Browns Reef project in New South Wales which has shown positive drilling results via its previous drilling results. Environmental regulation The consolidated entity holds participating interests in a number of mining and exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions, and no such breaches have been notified by any government agency during the year ended 30 June 2014. Information on directors Name: Mr Garrick Higgins Title: Non-Executive Chairman Qualifications: B. Juris, LLB Experience and expertise: Mr Garrick Higgins is a partner of law firm TressCox Lawyers. His practice

encompasses the corporate and securities industry, including mergers and acquisitions, takeovers, capital raisings, company floats and joint ventures. He has extensive experience in the mining, minerals, oil and gas sectors. He has been a director of a number of ASX Listed companies operating in the mining and resources sector.

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of Audit and Risk Management Committee and Remuneration and

Nomination Committee. Interests in shares: 1,055,001 fully paid ordinary shares. Name: Mr Andrew McIllwain Title: Non-Executive Director Qualifications: (B.Eng (Mining)) Experience and expertise: Andrew has 25 years experience in the mining and resources industry with expertise

in corporate development and management, strategic planning, asset acquisitions, corporate finance, project development and stakeholder relations. Andrew has worked in management capacities at MIM Holdings (Mt Isa Operations), WMC Ltd and Lafayette Mining Ltd. Andrew’s previous Board positions include his non-executive Chairmanship on the Board of ASX listed companies, Tusker Gold Ltd and Windy Knob Resources Ltd. Andrew is currently the non-executive Chairman of Emmerson Resources Ltd. Andrew’s involvement in varied projects has also provided him with experience in international projects and transactions in Canada, Peru, Ecuador, Columbia, the Philippines, Uzbekistan, Spain and Brazil.

Other current directorships: Emmerson Resources Limited (ASX: ERM), Unity Mining Limited (ASX: UML), Goldstone Resources Limited

Former directorships (last 3 years): Verus Investments Limited (ASX: VIL) (resigned 24 November 2011) Special responsibilities: Chairman of Audit and Risk Management Committee and member of Remuneration

and Nomination Committee Interests in shares: 483,338 fully paid ordinary shares Interests in options: 400,000 options exercisable at 40 cents on or before 31 December 2014.

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Name: Mr Martin Donohue Title: Executive Director (Appointed 19 June 2014) Experience and expertise: Martin Donohue was the founder of Kidman Resources Limited. He has had over 15

years’ experience in equity capital markets and the natural resources sector where he has been directly involved in evaluating mineral projects at various stages of development and raising capital. Mr Donohue is a director of several private and public companies focused on base and precious metals with projects in Australia and Sub Saharan Africa. He is also the principal of Penstock Advisory, a private consulting and investment company based in Melbourne that specialises in identifying, managing and developing mineral projects in Australia and overseas. Mr Donohue has been instrumental in putting together Kidman’s portfolio of mineral projects in Australia.

Other current directorships: National Energy Holdings Limited Former directorships (last 3 years): Nil Special responsibilities: Nil Interests in shares: 1,655,000 fully paid ordinary shares Interests in options: Nil Name: Mr Shane Mele Title: Managing Director (resigned 27 June 2014) Qualifications: (B.Sc. (Hons) Geology) Experience and expertise: Shane Mele has 15 years experience in Exploration Geology and Mine Geology with

a particular focus on Base Metals and Gold, including extensive experience in the Lachlan Fold Belt, NSW, the location of several of Kidman’s most prospective projects. During this time Shane worked with Mining Project Investors (MPI) for a period of seven years and also with Leviathan Resources, St Barbara and BCD Resources. His involvement at these companies has exposed Shane to leading edge exploration technologies and helped develop a multi faceted approach to the exploration and mining industry. Shane has been involved with the exploration and development of several discoveries, including the Golden Gift deposit at Stawell, Victoria and has significant experience advancing various projects to JORC compliant status. More recently, at BCD Resources, Shane has gained exposure to corporate related activities including mergers, takeovers, and investor relations.

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated. 'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated. Interests in shares and options stated above are as at the date of this financial report. Company secretaries Melanie Leydin is joint company secretary and has 22 years experience in the accounting profession and is a director and company secretary for a number of oil and gas, junior mining and exploration entities listed on the Australian Stock Exchange. She is a Chartered Accountant and is a Registered Company Auditor. She Graduated from Swinburne University in 1997, became a Chartered Accountant in 1999 and since February 2000 has been the principal of chartered accounting firm, Leydin Freyer, and Director of Leydin Freyer Corp Pty Ltd, specialising in outsourced company secretarial and financial duties for resources and biotechnology sectors. Justin Mouchacca is joint company secretary and graduated from RMIT University in Melbourne in 2008 and became a Chartered Accountant in 2011. He is currently a Company Secretary for a number of junior oil and gas and mineral exploration companies listed on the Australian Stock Exchange. Justin is also a Director of Leydin Freyer Corp Pty Ltd.

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Kidman Resources Limited Directors' report 30 June 2014

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Meetings of directors The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2014, and the number of meetings attended by each director were:

Full Board Audit Committee Remuneration and

Nomination Committee Attended Held Attended Held Attended Held Mr Shane Mele 10 10 - - - - Mr Garrick Higgins 10 10 2 2 2 2 Mr Andrew McIlwain 10 10 2 2 2 2 Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. Remuneration report (audited) The remuneration report, which has been audited, outlines the director and executive remuneration arrangements for the consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and its Regulations. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the consolidated entity's and company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best practice for delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness ● acceptability to shareholders ● alignment of executive compensation ● transparency The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. Alignment to shareholders' interests: ● focuses on sustained growth in shareholder wealth, growth in share price, and delivering constant or increasing return

on assets as well as focusing the executive on key non-financial drivers of value ● attracts and retains high calibre executives Alignment to program participants' interests: ● rewards capability and experience ● reflects competitive reward for contribution to growth in shareholder wealth ● provides a clear structure for earning rewards In accordance with best practice corporate governance, the structure of non-executive directors and executive remunerations are separate.

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Kidman Resources Limited Directors' report 30 June 2014

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Non-executive directors remuneration Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. ASX listing rules requires that the aggregate non-executive directors remuneration shall be determined periodically by a general meeting. The most recent determination was at the General Meeting held on 20 May 2010, where the shareholders approved an aggregate remuneration of $300,000. Executive remuneration The consolidated entity and company aims to reward executives with a level and mix of remuneration based on their position and responsibility, which is both fixed and variable. The executive remuneration and reward framework has three components: ● base pay and non-monetary benefits ● share-based payments ● other remuneration such as long service leave The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Nomination and Remuneration Committee, based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations. Executives can receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the consolidated entity and adds additional value to the executive. The long-term incentives ('LTI') includes long service leave and share-based payments. Shares are awarded to executives over a period of three years based on long-term incentive measures. These include increase in shareholders value relative to the entire market and the increase compared to the consolidated entity's direct competitors. The Nomination and Remuneration Committee will review the long-term equity-linked performance incentives specifically for executives on an on-going basis. Consolidated entity performance and link to remuneration Remuneration for certain individuals is not directly linked to performance of the consolidated entity. An individual member of staff’s performance assessment is done by reference to their contribution to the Company’s overall operational achievements. All Directors and Executives hold shares and options in the Company to facilitate goal congruence between Executives with that of the business and shareholders. The Nomination and Remuneration Committee is of the opinion that the continued improved results can be attributed in part to the adoption of performance based compensation and is satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years. Voting and comments made at the company's 28 November 2013 Annual General Meeting ('AGM') The company received 98.75% of 'for' votes in relation to its remuneration report for the year ended 30 June 2013. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of the key management personnel of the consolidated entity are set out in the following tables. Details of the remuneration of the directors, other key management personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity) of Kidman Resources Limited are set out in the following tables.

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Short-term benefits

Post-employment

benefits

Long-term benefits

Share-based

payments

Cash salary Termination Non- Super- Long service Equity- and fees Payments monetary annuation leave settled Total 2014 $ $ $ $ $ $ $ Non-Executive Directors:

Mr Garrick Higgins

66,000

-

-

-

-

-

66,000

Mr Andrew McIlwain

52,000

-

-

-

-

-

52,000

Executive Directors:

Mr Shane Mele * 222,225 60,000 - 17,775 - - 300,000 Mr Martin Donohue **

180,000

-

-

-

-

-

180,000

Other Key Management Personnel:

Ms Melanie Leydin ***

102,000

-

-

-

-

-

102,000

622,225 60,000 - 17,775 - - 700,000

* Mr Shane Mele resigned from his position of Managing Director on 27 June 2014. ** Mr Donohue was appointed as Executive Director on 19 June 2014. During the year he was paid consulting fees

totalling $180,000 for corporate advisory services. *** Fees paid to Leydin Freyer Corp Pty Ltd, of which Justin Mouchacca is also a Director, in respect of Company

Secretarial and Accounting services.

Short-term benefits

Post-employment

benefits

Long-term benefits

Share-based

payments

Cash salary Termination Non- Super- Long service Equity- and fees Payments monetary annuation leave settled Total 2013 $ $ $ $ $ $ $ Non-Executive Directors:

Mr Garrick Higgins

66,000

-

-

-

-

-

66,000

Mr Andrew McIlwain

52,000

-

-

-

-

-

52,000

Executive Directors:

Mr Shane Mele 198,985 - - 17,909 - 9,345 226,239 Other Key Management Personnel:

Ms Melanie Leydin *

102,000

-

-

-

-

-

102,000

418,985 - - 17,909 - 9,345 446,239

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* Fees paid to Leydin Freyer Corporate Pty Ltd, of which Justin Mouchacca is also a Director, in respect of Company Secretarial and Accounting services.

The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI Name 2014 2013 2014 2013 2014 2013 Non-Executive Directors: Mr Garrick Higgins 100% 100% -% -% -% -% Mr Nicholas Revell* -% 100% -% -% -% -% Mr Andrew McIlwain 100% 100% -% -% -% -% Executive Directors: Mr Shane Mele 100% 96% -% -% -% 4% Mr Martin Donohue ** 100% -% -% -% -% -% Other Key Management Personnel:

Ms Melanie Leydin 100% 100% -% -% -% -% * resigned on 26 October 2011 ** appointed 19 June 2014 Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Mr Martin Donohue Title: Executive Director Agreement commenced: 19 June 2014 Term of agreement: The contract is for a 24 month term to 19 June 2016. Details: The Employment Agreement may be terminated in circumstances described below

with the remuneration consequences as noted to the extent permitted by the Corporations Act and Listing Rules 1. Resignation period by the Executive Director is six month’s notice. Termination by the company giving six months notice in writing or payment in lieu thereof, or a combination of notice and payment in lieu. The Company can immediately terminate Mr Donohue's employment with cause, in a number of circumstances, including where there is a serious breach of the Employment Agreement, serious misconduct, bankruptcy or conviction of any criminal offence

Name: Mr Shane Mele Title: Managing Director (resigned 27 June 2014) Agreement commenced: 1 July 2014 Term of agreement: The contract was a 24 month term to 1 July 2015. Details: Mr Mele received a base cash salary of $240,000 per annum, inclusive of

superannuation. Under the terms of the employment agreement, the Company can provide Mr Mele with 3 months’ notice on termination. All other key terms of Mr Mele’s employment contract remain unchanged.

Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2014.

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Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Fair value Vesting date and per option Grant date exercisable date Expiry date Exercise price at grant date 15 November 2011 15 November 2012 31 December 2014 $0.40 $0.082 15 November 2011 31 December 2012 31 December 2014 $0.40 $0.084 15 November 2011 30 September 2012 30 September 2014 $0.40 $0.089 Options granted carry no dividend or voting rights. Number of Number of Number of Number of options options options options granted granted vested vested during the during the during the during the year year year year Name 2014 2013 2014 2013 Shane Mele - - - 350,000 Additional information The earnings of the consolidated entity for the four years to 30 June 2014 are summarised below:

7/5/2010 -

30/6/2011

2012

2013

2014 $ $ $ $ Revenue 102,657 125,738 147,253 129,524 Net profit/(loss) before tax (601,593) (746,387) (536,100) (1,066,709) Net profit/(loss) after tax (601,593) (746,387) (536,100) (1,066,709) The factors that are considered to affect total shareholders return ('TSR') are summarised below:

7/5/2010 -

30/6/2011

2012

2013

2014 Share price at start of financial year ($) - 0.47 0.13 0.23 Share price at financial year end ($) 0.47 0.13 0.23 0.06 Basic earnings per share (cents per share) (2.38) (1.57) (0.65) (0.99) * The Company was listed on the ASX on 18 January 2011.

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Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Received Balance at the start of as part of the end of the year remuneration Additions Other the year Ordinary shares Mr Garrick Higgins 770,001 - 285,000 - 1,055,001 Mr Shane Mele * 150,000 - 65,600 (215,600) - Mr Andrew McIlwain 250,000 - 233,338 - 483,338 Ms Melanie Leydin 130,000 - 52,500 (110,000) 72,500 Mr Justin Mouchacca 10,000 - - - 10,000 Mr Martin Donohue ** - - - 1,655,000 1,655,000

1,310,001 - 636,438 1,329,400 3,275,839

* Resigned 27 June 2014 ** Appointed 19 June 2014 Option holding The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Balance at the start of the end of the year Granted Exercised Expired the year Options over ordinary shares Mr Garrick Higgins 85,000 - (85,000) - - Mr Shane Mele * 425,000 - - (75,000) 350,000 Mr Andrew McIlwain 525,000 - (125,000) - 400,000 Ms Melanie Leydin 52,500 - - (52,500) - Mr Justin Mouchacca 10,000 - (10,000) - -

1,097,500 - (220,000) (127,500) 750,000

* Resigned 27 June 2014 This concludes the remuneration report, which has been audited. Shares under option Unissued ordinary shares of Kidman Resources Limited under option at the date of this report are as follows: Exercise Number Grant date Expiry date price under option 15 November 2011* 31 December 2014 $0.40 400,000 15 November 2011* 30 September 2014 $0.40 350,000

750,000

* Unlisted share options

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Shares issued on the exercise of options The following ordinary shares of Kidman Resources Limited were issued during the year ended 30 June 2014 and up to the date of this report on the exercise of options granted: Exercise Number of Date options exercised price shares issued 23 October 2013 $0.20 100,000 21 November 2013 $0.20 1,038,100 5 December 2013 $0.20 3,221,250

4,359,350

Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. Indemnity and insurance of auditor The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Non-audit services There were no non-audit services provided during the financial year by the auditor. Officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd There are no officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. Auditor Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors

________________________________ Mr Garrick Higgins Chairman 29 September 2014 Melbourne

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Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the

context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm

is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and

are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its

Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

The Rialto, Level 30

525 Collins St

Melbourne Victoria 3000

Correspondence to:

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Melbourne Victoria 3001

T +61 3 8320 2222

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E [email protected]

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Auditor’s Independence Declaration

To the Directors of Kidman Resources Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead

auditor for the audit of Kidman Resources Limited for the year ended 30 June 2014, I

declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act

2001 in relation to the audit; and

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

audit.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

Brock Mackenzie

Partner - Audit & Assurance

Melbourne, 29 September 2014

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Kidman Resources Limited Corporate Governance Statement

32

The Board of Directors (‘the Board’) of Kidman Resources Limited (the ‘company’) is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of the company on behalf of the shareholders by whom they are elected and to whom they are accountable. The table below summarises the company's compliance with the ASX Corporate Governance Council's Revised Principles and Recommendations.

Principles and Recommendations

Compliance Comply

Principle 1 – Lay solid foundations for management and oversight

1.1 Establish the functions reserved to the Board and those delegated to manage and disclose those functions.

The Board is responsible for the overall corporate governance of the company.

The Board has adopted a Board charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management.

The Board has adopted a Delegations of Authority that sets limits of authority for senior executives.

On appointment of a director, the company issues a letter of appointment setting out the terms and conditions of appointment to the Board.

Complies.

1.2 Disclose the process for evaluating the performance of senior executives.

The Board meets annually to review the performance of executives. The senior executives’ performance is assessed against performance of the Company as a whole.

Complies.

1.3 Provide the information indicated in Guide to reporting on Principle 1.

A Board charter has been disclosed on the company’s website and is summarised in this Corporate Governance Statement.

A performance evaluation process is included in the Board Charter, which has been disclosed on the company’s website and is summarised in this Corporate Governance Statement.

The Board will conduct a performance evaluation for senior executives on an annual basis in accordance with the process above.

Complies.

Complies. Complies.

Principle 2 – Structure the Board to add value

2.1 A majority of the Board should be independent directors.

The majority of the Board’s directors are independent directors of the company.

Mr Garrick Higgins is an Independent Non-Executive Director and Chairman.

Mr Andrew McIlwain is an independent Non-Executive Director (appointed 26 October 2011).

Mr Martin Donohue is an Executive Director and is not independent (appointed June 2014).

Mr Shane Mele was an Executive Director (resigned June 2014)

Complies.

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Principles and Recommendations

Compliance Comply

2.2 The chair should be an independent director.

Mr Garrick Higgins is the Chairman and is an independent Non-Executive Director.

Complies.

2.3 The roles of chair and chief executive officer should not be exercised by the same individual.

Mr Garrick Higgins is the Chairman and Mr Martin Donohue is the Chief Executive Officer.

Complies.

2.4 The Board should establish a nomination committee.

The company has established a Nomination and Remuneration Committee.

The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction, and has considered diversity in succession planning. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the company.

The Board supports the nomination and re-election of the directors at the company’s forthcoming Annual General Meeting.

The Committee only has 2 members due to the size of the Board. To maintain independence the Board decided it wasn’t appropriate to include an Executive Director on the Nomination and Remuneration Committee in order to have the 3 members.

2.5 Disclose the process for evaluating the performance of the Board, its committees and individual directors.

The company conducts the process for evaluating the performance of the Board, its committees and individual directors as outlined in the Board Charter which is available on the company’s website.

The Board’s induction program provides incoming directors with information that will enable them to carry out their duties in the best interests of the company. This includes supporting ongoing education of directors for the benefit of the company.

Complies.

2.6 Provide the information indicated in the Guide to reporting on Principle 2.

This information has been disclosed (where applicable) in the directors’ report attached to this Corporate Governance Statement.

Mr Garrick Higgins and Mr Andrew McIlwain are independent directors of the company. A director is considered independent when he substantially satisfies the test for independence as set out in the ASX Corporate Governance Recommendations.

Members of the Board are able to take independent professional advice at the expense of the company.

Mr Garrick Higgins, Non-Executive Chairman, was appointed to the Board at incorporation of the Company in May 2010.

Mr Andrew McIlwain, Non-Executive Director, was appointed to the Board in October 2011.

Mr Martin Donohue, Executive Director and Chief Executive Officer was appointed to the

Complies.

Complies

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Kidman Resources Limited Corporate Governance Statement

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Principles and Recommendations

Compliance Comply

Board in June 2014.

Mr Shane Mele, Executive Director and Chief Executive Officer, was appointed to the Board in June 2011 and resigned in June 2014.

The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction, and has considered diversity in succession planning. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the company.

In accordance with the information suggested in Guide to Reporting on Principle 2, the company has disclosed full details of its directors in the director’s report attached to this Corporate Governance Statement. Other disclosure material on the Structure of the Board has been made available on the company’s website.

Principle 3 – Promote ethical and responsible decision making

3.1 Establish a code of conduct and disclose the code or a summary of the code.

The Board has adopted a code of conduct. The code establishes a clear set of values that emphasise a culture encompassing strong corporate governance, sound business practices and good ethical conduct.

The code is available on the company’s website.

Complies.

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

The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction.

The Board has adopted a Diversity Policy that considers the benefits of diversity, ways to promote a culture of diversity, factors to be taken into account in the selection process of candidates for Board and senior management positions in the company, education programs to develop skills and experience in preparation for Board and senior management positions, processes to include review and appointment of directors, and identify key measurable diversity performance objectives for the Board, CEO and senior management.

Does not comply however the Board has committed the company to review and prepare a Diversity Policy that considers all aspects of diversity in accordance with corporate governance guidelines.

3.3

3.4

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

Companies should disclose in each annual report the

The Company adopted a Diversity Policy during the financial year and will report in each annual report the measurable objectives for achieving gender diversity set by the Board.

The Board currently comprises of 4 male Directors and one female in a senior

Complies

Complies

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Principles and Recommendations

Compliance Comply

3.5

proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

Provide the information indicated in Guide to reporting on Principle 3.

management role being the joint company secretary.

The proportion of females in the company is 25% being 2 out of a total of 8 employees.

This information is available on the Company’s website.

Complies

Principle 4 – Safeguard integrity in financial reporting

4.1 The Board should establish an audit committee.

The Board has established an audit and risk committee which operates under an audit and risk committee charter to focus on issues relevant to the integrity of the company’s financial reporting.

Complies.

4.2 The audit committee should be structured so that it consists of only non-executive directors, a majority of independent directors, is chaired by an independent chair who is not chair of the Board and have at least 3 members.

Members of the audit and risk committee are Mr Andrew McIlwain (Chair) and Mr Garrick Higgins. Mr Andrew McIlwain is a Non-Executive Director and is not chair of the Board. The committee consists of two non-executive directors.

The Committee only has 2 members due to the size of the Board. To maintain independence the Board decided it wasn’t appropriate to include an Executive Director on the Audit Committee in order to have the 3 members.

The audit committee should have a formal charter.

The Board has adopted an audit and risk charter.

This charter is available on the company’s website.

Complies.

4.4 Provide the information indicated in Guide to reporting on Principle 4.

In accordance with the information suggested in Guide to Reporting on Principle 2, this has been disclosed in the directors’ report attached to this Corporate Governance Statement and is summarised in this Corporate Governance Statement.

The members of the audit and risk committee are appointed by the Board and recommendations from the committee are presented to the Board for further discussion and resolution.

The audit and risk committee held one meeting during the period to the date of the directors’ report and will meet at least twice per annum as a listed entity.

The audit and risk charter, and information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners (which is determined by the audit committee), is available

Complies.

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Principles and Recommendations

Compliance Comply

on the company’s website.

Principle 5 – Make timely and balanced disclosure

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

The company has adopted a continuous disclosure policy, to ensure that it complies with the continuous disclosure regime under the ASX Listing Rules and the Corporations Act 2001.

This policy is available on the company’s website.

Complies.

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

The company’s continuous disclosure policy is available on the company’s website.

Complies.

Principle 6 – Respect the rights of shareholders

6.1 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.

The company has adopted a shareholder communications policy. The company uses its website (www.kidmanresources.com.au), annual report, market announcements, media disclosures and webcasting to communicate with its shareholders, as well as encourages participation at general meetings.

This policy is available on the company’s website.

Complies.

6.2 Provide the information indicated in the Guide to reporting on Principle 6.

The company’s shareholder communications policy is available on the company’s website.

Complies.

Principle 7 – Recognise and manage risk

7.1

Establish policies for the oversight and management of material business risks and disclose a summary of these policies.

The company has adopted a risk management statement within the audit and risk committee charter. The audit and risk committee is responsible for managing risk; however, ultimate responsibility for risk oversight and risk management rests with the Board.

The audit and risk charter is available on the company’s website and is summarised in this Corporate Governance Statement.

Complies.

7.2 The Board should require management to design and implement the risk management and internal control system to manage

The Board believes the risk management and internal control systems designed and implemented by the Directors and the Financial Officer are adequate given the size and nature of the Company’s activities. The Board

Management has not formally reported to the Board as to the effectiveness of the Company’s management of

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Kidman Resources Limited Corporate Governance Statement

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Principles and Recommendations

Compliance Comply

the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.

informally reviews and requests management internal control.

its material business risks. Given the nature and size of the Company and the Board’s ultimate responsibility to manage the risks of the Company this is not considered critical. The Company intends to develop the risk reporting framework into a detailed policy as its operations continue to grow.

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

The Board has received a statement from the chief executive officer and chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks.

Complies.

7.4 Provide the information indicated in Guide to reporting on Principle 7.

The Board has adopted an audit and risk charter which includes a statement of the company’s risk policies.

This charter is available on the company’s website and is summarised in this Corporate Governance Statement.

The company has identified key risks within the business and has received a statement of assurance from the chief executive officer and chief financial officer.

Complies.

Principle 8 – Remunerate fairly and responsibly

8.1 The Board should establish a remuneration committee.

The Board has established a Nomination and Remuneration Committee and has adopted a remuneration charter.

The remuneration committee:

consists of a majority of independent directors Mr Andrew McIlwain and Mr Garrick Higgins;

is chaired by Mr Andrew McIlwain an independent director; and

has two members.

Complies.

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Kidman Resources Limited Corporate Governance Statement

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Principles and Recommendations

Compliance Comply

8.2

Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.

The company complies with the guidelines for executive remuneration packages and non-executive director remuneration.

No senior executive is involved directly in deciding their own remuneration.

Complies.

8.3 Provide the information indicated in the Guide to reporting on Principle 8.

The Board has adopted a Nomination and Remuneration Committee charter.

The company does not have any schemes for retirement benefits other than superannuation for non-executive directors.

Complies.

Kidman Resources Limited’s corporate governance practices were in place for the financial year ended 30 June 2014 and to the date of signing the directors’ report. Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by Kidman Resources Limited, refer to our website: www.kidmanresources.com.au

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Kidman Resources Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2014

Consolidated Note 2014 2013 $ $

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

39

Revenue 5 129,524 147,253 Expenses Depreciation and amortisation expense 6 (35,921) (33,333) Exploration expenditure written off (391,778) - Administration expenses (145,968) (136,714) Corporate expenses (286,756) (274,087) Employment expenses (335,810) (229,874) Share based payments - (9,345)

Loss before income tax expense (1,066,709) (536,100) Income tax expense 7 - -

Loss after income tax expense for the year attributable to the owners of Kidman Resources Limited

(1,066,709)

(536,100)

Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year attributable to the owners of Kidman Resources Limited

(1,066,709)

(536,100)

Cents Cents Basic earnings per share 33 (0.99) (0.65) Diluted earnings per share 33 (0.99) (0.65)

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Kidman Resources Limited Statement of financial position As at 30 June 2014

Consolidated Note 2014 2013 $ $

The above statement of financial position should be read in conjunction with the accompanying notes 40

Assets Current assets Cash and cash equivalents 8 2,940,428 2,199,117 Trade and other receivables 9 108,565 197,415 Prepayments 10 18,058 26,199

Total current assets 3,067,051 2,422,731

Non-current assets Property, plant and equipment 11 52,768 64,264 Intangibles 12 35,540 50,465 Exploration and evaluation 13 14,411,402 9,659,437 Other 14 168,592 205,423

Total non-current assets 14,668,302 9,979,589

Total assets 17,735,353 12,402,320

Liabilities Current liabilities Trade and other payables 15 574,197 299,665 Employee benefits 16 43,920 34,324 Total current liabilities 618,117 333,989

Non-current liabilities Provisions 17 2,043 5,435

Total non-current liabilities 2,043 5,435

Total liabilities 620,160 339,424

Net assets 17,115,193 12,062,896

Equity Issued capital 18 19,826,632 13,707,626 Reserves 19 64,350 239,350 Accumulated losses (2,775,789) (1,884,080)

Total equity 17,115,193 12,062,896

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Kidman Resources Limited Statement of changes in equity For the year ended 30 June 2014

The above statement of changes in equity should be read in conjunction with the accompanying notes 41

Contributed Reserves Retained Total equity profits equity Consolidated $ $ $ $ Balance at 1 July 2012 10,349,676 230,005 (1,347,980) 9,231,701 Loss after income tax expense for the year - - (536,100) (536,100) Other comprehensive income for the year, net of tax - - - -

Total comprehensive income for the year - - (536,100) (536,100) Transactions with owners in their capacity as owners: Share-based payments - 9,345 - 9,345 Issue of shares 3,569,000 - - 3,569,000 Less capital raising costs (211,050) - - (211,050)

Balance at 30 June 2013 13,707,626 239,350 (1,884,080) 12,062,896

Contributed Reserves Retained Total equity profits equity Consolidated $ $ $ $ Balance at 1 July 2013 13,707,626 239,350 (1,884,080) 12,062,896 Loss after income tax expense for the year - - (1,066,709) (1,066,709) Other comprehensive income for the year, net of tax - - - -

Total comprehensive income for the year - - (1,066,709) (1,066,709) Transactions with owners in their capacity as owners: Issue of shares 6,471,870 - - 6,471,870 Less capital raising costs (352,864) - - (352,864) Lapse of options - (175,000) 175,000 -

Balance at 30 June 2014 19,826,632 64,350 (2,775,789) 17,115,193

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Kidman Resources Limited Statement of cash flows For the year ended 30 June 2014

Consolidated Note 2014 2013 $ $

The above statement of cash flows should be read in conjunction with the accompanying notes 42

Cash flows from operating activities Payments to suppliers (inclusive of GST) (393,214) (628,368) Interest received 129,430 145,520

Net cash used in operating activities 31 (263,784) (482,848)

Cash flows from investing activities Payments for security deposits on exploration licenses 19,331 (106,163) Payments for property, plant and equipment (9,500) (4,480) Payments for intangibles - (10,880) Payments for exploration and evaluation (5,123,742) (4,133,955)

Net cash used in investing activities (5,113,911) (4,255,478)

Cash flows from financing activities Proceeds from issue of shares 18 6,471,870 3,344,000 Share issue transaction costs (352,864) (211,050)

Net cash from financing activities 6,119,006 3,132,950

Net increase/(decrease) in cash and cash equivalents 741,311 (1,605,376) Cash and cash equivalents at the beginning of the financial year 2,199,117 3,804,493

Cash and cash equivalents at the end of the financial year 8 2,940,428 2,199,117

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Kidman Resources Limited Notes to the financial statements 30 June 2014

43

Note 1. General information The financial statements cover Kidman Resources Limited as a consolidated entity consisting of Kidman Resources Limited and its subsidiaries. The financial statements are presented in Australian dollars, which is Kidman Resources Limited's functional and presentation currency. Kidman Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office Principal place of business Level 4 Suite 3 100 Albert Road Level 4, 12-20 Flinders Lane SOUTH MELBOURNE VIC 3025 MELBOURNE VIC 3000 A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2014. The directors do not have the power to amend and reissue the financial statements. Note 2. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity. The following Accounting Standards and Interpretations are most relevant to the consolidated entity: AASB 10 Consolidated Financial Statements The consolidated entity has applied AASB 10 from 1 January 2013, which has a new definition of 'control'. Control exists when the reporting entity is exposed, or has the rights, to variable returns from its involvement with another entity and has the ability to affect those returns through its 'power' over that other entity. A reporting entity has power when it has rights that give it the current ability to direct the activities that significantly affect the investee's returns. The consolidated entity not only has to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes. AASB 11 Joint Arrangements The consolidated entity has applied AASB 11 from 1 January 2013. The standard defines which entities qualify as joint arrangements and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets are accounted for using the equity method. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities, will account for its share of the assets, liabilities, revenues and expenses separately under the appropriate classifications.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

44

AASB 12 Disclosure of Interests in Other Entities The consolidated entity has applied AASB 12 from 1 January 2013. The standard contains the entire disclosure requirement associated with other entities, being subsidiaries, associates, joint arrangements (joint operations and joint ventures) and unconsolidated structured entities. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in AASB 127 'Consolidated and Separate Financial Statements', AASB 128 'Investments in Associates', AASB 131 'Interests in Joint Ventures' and Interpretation 112 'Consolidation - Special Purpose Entities'. AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 The consolidated entity has applied AASB 13 and its consequential amendments from 1 January 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the 'exit price' and provides guidance on measuring fair value when a market becomes less active. The 'highest and best use' approach is used to measure non-financial assets whereas liabilities are based on transfer value. The standard requires increased disclosures where fair value is used. AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) The consolidated entity has applied AASB 119 and its consequential amendments from 1 January 2013. The standard eliminates the corridor approach for the deferral of gains and losses; streamlines the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in other comprehensive income; and enhances the disclosure requirements for defined benefit plans. The standard also changed the definition of short-term employee benefits, from 'due to' to 'expected to' be settled within 12 months. Annual leave that is not expected to be wholly settled within 12 months is now discounted allowing for expected salary levels in the future period when the leave is expected to be taken. AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirement

The consolidated entity has applied 2011-4 from 1 July 2013, which amends AASB 124 'Related Party Disclosures' by removing the disclosure requirements for individual key management personnel ('KMP'). Corporations and Related Legislation Amendment Regulations 2013 and Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No.1) now specify the KMP disclosure requirements to be included within the directors' report. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 27.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

45

Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kidman Resources Limited ('company' or 'parent entity') as at 30 June 2014 and the results of all subsidiaries for the year then ended. Kidman Resources Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Sale of goods Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

46

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a

transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

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

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance 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. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. Other receivables are recognised at amortised cost, less any provision for impairment.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

47

Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 3-7 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Software Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years. Exploration and evaluation assets Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made. Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

48

Provisions Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for long service leave not expected to be settled within 12 months of the reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows: ● during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the

expired portion of the vesting period. ● from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the

reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

49

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

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Note 2. Significant accounting policies (continued)

50

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Kidman Resources Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2014. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 2. Significant accounting policies (continued)

51

AASB 9 Financial Instruments and its consequential amendments This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2018 and introduces new requirements for the classification and measurement of financial assets and liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are: (a) Financial assets that are debt instruments will be claisified based (1) the objective of the entity's business model for managing the financial assets; and (2) the characteristics of the contractual cash flows. (b) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income (instead of in profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. (c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. (d) Where the fair value option is used financial liabilities the change in fair value is to be accounted for as follows: - The change attributable to changes in credit risk are presented in other comprehensive income (OCI); and - The remaining change is presented in profit or loss. If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Note 3. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Note 4. Operating segments Identification of reportable operating segments The consolidated entity does not have any reportable operating segments as it solely operates in the exploration for base metal and rare earths industry within Australia. This internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM') in assessing performance and in determining the allocation of resources are prepared on the consolidated entity as a whole. Note 5. Revenue Consolidated 2014 2013 $ $ Interest 129,524 147,253

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Note 6. Expenses Consolidated 2014 2013 $ $ Loss before income tax includes the following specific expenses: Depreciation Office equipment 5,710 5,710 Computer equipment 4,190 3,725 Mining equipment 11,097 9,830 Total depreciation 20,997 19,265

Amortisation Software 14,924 14,068

Total depreciation and amortisation 35,921 33,333 Other Rent 48,689 47,367

Note 7. Income tax expense Consolidated 2014 2013 $ $ Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense (1,066,709) (536,100)

Tax at the statutory tax rate of 30% (320,013) (160,830) Current year tax losses not recognised 1,651,096 1,154,780 Current year temporary differences not recognised (1,331,083) (993,950)

Income tax expense - -

Consolidated 2014 2013 $ $ Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised 16,984,495 11,488,454

Potential tax benefit @ 30% 5,095,349 3,446,536

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed. F

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 7. Income tax expense (continued)

53

The taxation benefits of tax losses and temporary differences not brought to account will only be obtained if: i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; ii) the consolidated entity continues to comply with the conditions for deductibility imposed by law; and iii) no change in tax legislation adversely affects the consolidated entity in realising the benefits from deducting the losses. Note 8. Current assets - cash and cash equivalents Consolidated 2014 2013 $ $ Cash at bank 840,736 659,117 Cash on deposit 2,099,692 1,540,000

2,940,428 2,199,117

Note 9. Current assets - trade and other receivables Consolidated 2014 2013 $ $ Trade receivables 23,824 13,985 Interest receivable 1,827 1,733 GST receivable 82,914 181,697

108,565 197,415

The average credit period on trade and other receivables is 30 days. Due to the short term nature of the receivables their carrying value is assumed to approximate their fair value. No collateral or security is held. No interest is charged on the receivables. The consolidated entity has financial risk management policies in place to ensure that all receivables are received within the credit timeframe. Note 10. Current assets - Prepayments Consolidated 2014 2013 $ $ Prepayments 18,058 26,199

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Note 11. Non-current assets - property, plant and equipment Consolidated 2014 2013 $ $ Computer equipment - at cost 16,760 16,760 Less: Accumulated depreciation (10,955) (6,765)

5,805 9,995

Office equipment - at cost 33,696 33,696 Less: Accumulated depreciation (20,505) (14,795)

13,191 18,901

Mining Equipment at cost 58,650 49,150 Less: Accumulated depreciation (24,878) (13,782)

33,772 35,368

52,768 64,264

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Computer Office Mining Equipment Equipment Equipment Total Consolidated $ $ $ $ Balance at 1 July 2012 10,531 23,320 45,198 79,049 Additions 3,189 1,291 - 4,480 Depreciation expense (3,725) (5,710) (9,830) (19,265)

Balance at 30 June 2013 9,995 18,901 35,368 64,264 Additions - - 9,500 9,500 Depreciation expense (4,190) (5,710) (11,096) (20,996)

Balance at 30 June 2014 5,805 13,191 33,772 52,768

Note 12. Non-current assets - intangibles Consolidated 2014 2013 $ $ Software - at cost 74,622 74,622 Less: Accumulated amortisation (39,082) (24,157)

35,540 50,465

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 12. Non-current assets - intangibles (continued)

55

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Software Total Consolidated $ $ Balance at 1 July 2012 53,653 53,653 Additions 10,880 10,880 Amortisation expense (14,068) (14,068)

Balance at 30 June 2013 50,465 50,465 Amortisation expense (14,925) (14,925)

Balance at 30 June 2014 35,540 35,540

Note 13. Non-current assets - exploration and evaluation Consolidated 2014 2013 $ $ Exploration and evaluation assets 14,411,402 9,659,437

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Exploration Total Consolidated $ $ Balance at 1 July 2012 5,368,587 5,368,587 Additions 4,290,850 4,290,850 Balance at 30 June 2013 9,659,437 9,659,437 Additions 500,000 500,000 Expenditure during the year 4,643,743 4,643,743 Impairment of assets (391,778) (391,778)

Balance at 30 June 2014 14,411,402 14,411,402

During the current financial year, the company acquired the Browns Reef project, a lead-zinc- copper -silver deposit located in NSW for a cash consideration of $500,000 paid to Comet Resources Ltd. This amount has been included in the carrying amount of exploration expenditure until such time where the consolidated entity makes a decision to mine or relinquish the exploration area. A review of the company's exploration licenses has been undertaken during the year and a process of relinquishing exploration licenses commenced subsequent to year end. An impairment expense amounting to $391,778 has been recognised as a result of these relinquishments. F

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Note 14. Non-current assets - other Consolidated 2014 2013 $ $ Security deposits 11,760 11,760 Exploration Security Bonds 156,832 193,663

168,592 205,423

Note 15. Current liabilities - trade and other payables Consolidated 2014 2013 $ $ Trade payables 343,185 149,545 Other payables 231,012 150,120

574,197 299,665

Refer to note 21 for further information on financial instruments. The average credit period on purchases is 30 days. Due to the short term nature of the payables their carrying value is assumed to approximate their fair value. No interest is charged on the payables. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. Note 16. Current liabilities - employee benefits Consolidated 2014 2013 $ $ Annual leave 43,920 34,324

Note 17. Non-current liabilities - provisions Consolidated 2014 2013 $ $ Long service leave 2,043 5,435

Note 18. Equity - issued capital Consolidated 2014 2013 2014 2013 Shares Shares $ $ Ordinary shares - fully paid 114,984,678 85,625,328 19,826,632 13,707,626

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 18. Equity - issued capital (continued)

57

Movements in ordinary share capital Details Date Shares Issue price $ Balance 1 July 2012 73,405,328 10,349,676 Conversion of options 18 October 2012 11,000,000 $0.30 3,300,000 Purchase of exploration asser 1,000,000 $0.23 225,000 Conversion of options 120,000 $0.20 24,000 Conversion of options 100,000 $0.20 20,000 Cost of capital raising - $0.00 (211,050) Balance 30 June 2013 85,625,328 13,707,626 Placement 20 August 2013 20,000,000 $0.23 4,600,000 Conversion of options 20 October 2013 100,000 $0.20 20,000 Conversion of options 30 November 2013 1,038,100 $0.20 207,620 Conversion of options 5 December 2013 3,221,250 $0.20 644,250 Placement 14 January 2014 5,000,000 $0.20 1,000,000 Cost of capital raising - (352,864)

Balance 30 June 2014 114,984,678 19,826,632

Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Capital risk management The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. Options For further information in relation to unissued ordinary shares of Kidman Resources Limited under option, refer to the Directors' report of this annual report. Note 19. Equity - reserves Consolidated 2014 2013 $ $ Share-based payments reserve 64,350 239,350

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Note 19. Equity - reserves (continued)

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Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Share based payments Total Consolidated $ $ Balance at 1 July 2012 230,005 230,005 Share based payments 9,345 9,345

Balance at 30 June 2013 239,350 239,350 Lapse of options (175,000) (175,000)

Balance at 30 June 2014 64,350 64,350

Note 20. Equity - dividends There were no dividends paid, recommended or declared during the current or previous financial year. Note 21. Financial instruments Financial risk management objectives The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the consolidated entity's operating units. Finance reports to the Board on a monthly basis. Market risk Foreign currency risk The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. Price risk The consolidated entity is not exposed to any significant price risk. Interest rate risk The consolidated entity's only exposure to interest rate risk is in relation to deposits held. Deposits are held with reputable banking financial institutions. F

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 21. Financial instruments (continued)

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As at the reporting date, the consolidated entity had the following variable rate borrowings and interest rate swap contracts outstanding: 2014 2013

Weighted average

interest rate

Balance

Weighted average

interest rate

Balance Consolidated % $ % $ Cash at bank 2.50% 840,736 2.75% 699,117 Cash on deposit 3.60% 2,099,692 4.03% 1,500,000

Net exposure to cash flow interest rate risk 2,940,428 2,199,117

Below is a sensitivity analysis of interest rates at a rate of 50 basis points on cash at bank and 100 basis points on cash on deposit for the 2013 and 2014 financial years. The impact would not be material on bank balances held at 30 June 2014. The percentage change is based on expected volatility of interest rates using market data and analysis forecasts. Basis points increase Basis points decrease

Consolidated - 2014

Basis points

change

Effect on profit before

tax

Effect on

equity

Basis points

change

Effect on profit before

tax

Effect on

equity Cash at bank 50 4,204 4,204 50 (4,204) (4,204) Cash on deposit 100 20,997 20,997 100 (20,997) (20,997)

25,201 25,201 (25,201) (25,201)

Basis points increase Basis points decrease

Consolidated - 2013

Basis points

change

Effect on profit before

tax

Effect on

equity

Basis points

change

Effect on profit before

tax

Effect on

equity Cash at bank 50 3,496 3,496 50 (3,496) (3,496) Cash on deposit 100 15,000 15,000 100 (15,000) (15,000)

18,496 18,496 (18,496) (18,496)

Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral. Liquidity risk Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 21. Financial instruments (continued)

60

Remaining contractual maturities The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted average

interest rate

1 year or less

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Remaining contractual maturities

Consolidated - 2014 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables -% 343,185 - - - 343,185 Other payables -% 171,012 - - - 171,012

Total non-derivatives 514,197 - - - 514,197

Weighted average

interest rate

1 year or less

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Remaining contractual maturities

Consolidated - 2013 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables -% 149,545 - - - 149,545 Other payables -% 150,120 - - - 150,120

Total non-derivatives 299,665 - - - 299,665

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Note 22. Key management personnel disclosures Directors The following persons were directors of Kidman Resources Limited during the financial year: Mr Garrick Higgins Non-Executive Chairman Mr Martin Donohue Executive Director (appointed 19 June 2014) Mr Andrew McIlwain Non-Executive Director Mr Shane Mele Managing Director (resigned 27 June 2014) Other key management personnel The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, during the financial year: Melanie Leydin (Joint Company Secretary) Justin Mouchacca (Joint Company Secretary)

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 22. Key management personnel disclosures (continued)

61

Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Consolidated 2014 2013 $ $ Short-term employee benefits 622,225 418,985 Post-employment benefits 17,775 17,909 Termination benefits 60,000 - Share-based payments - 9,345

700,000 446,239

Note 23. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company: Consolidated 2014 2013 $ $ Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements 38,000 37,000

Note 24. Contingent liabilities There were no contingent liabilities at 30 June 2014 and 30 June 2013. Note 25. Commitments Consolidated 2014 2013 $ $ Lease Commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year 49,908 11,876 One to five years 65,006 -

114,914 11,876

Exploration and evaluation Committed at the reporting date but not recognised as liabilities, payable: Within one year 1,122,000 478,153

Operating lease commitments Operating lease commitments includes the office lease until 30 September 2016. Exploration and evaluation

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 25. Commitments (continued)

62

In order to maintain current rights of tenure to exploration tenements, the consolidated entity is required to outlay rentals and to meet the minimum expenditure requirements of the State Mine Departments. Minimum expenditure commitments may be subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment. These obligations are not provided in the accounts and are payable. Note 26. Related party transactions Parent entity Kidman Resources Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 28. Key management personnel Disclosures relating to key management personnel are set out in note 22 and the remuneration report in the directors' report. Transactions with related parties The following transactions occurred with related parties: Consolidated 2014 2013 $ $ Payment for goods and services: Payments for legal fees to TressCox Lawyers (an entity formerly associated with Mr Garrick Higgins)

13,851

13,665

Payments for exploration consulting to Emmerson Resoources (an entity associated with Mr Andrew McIlwain)

99,646

-

All transactions noted above were on normal commercial terms. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Note 27. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 2014 2013 $ $ Loss after income tax (674,929) (536,100)

Total comprehensive income (674,929) (536,100)

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 27. Parent entity information (continued)

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Statement of financial position Parent 2014 2013 $ $ Total current assets 3,067,038 2,422,718

Total assets 3,323,951 2,742,883

Total current liabilities 618,117 333,989 Total liabilities (14,183,020) (9,320,013)

Equity

Issued capital 19,826,632 13,707,626 Share-based payments reserve 64,350 239,350 Accumulated losses (2,384,011) (1,884,080)

Total equity 17,506,971 12,062,896

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 2014 and 2013. Contingent liabilities The parent entity had no contingent liabilities as at 2014 and 2013. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment at as 2014 and 2013. Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. ● Investments in associates are accounted for at cost, less any impairment, in the parent entity. ● Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an

indicator of an impairment of the investment. Note 28. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2: Ownership interest Principal place of business / 2014 2013 Name Country of incorporation % % Crowl Creek Exploration Limited Australia 100.00% 100.00% Casey Exploration Pty Ltd Australia 100.00% 100.00% Kidman Barrow Creek Pty Ltd Australia 100.00% 100.00% Note 29. Deed of cross guarantee The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others: Kidman Resources Limited Crowl Creek Exploration Limited

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 29. Deed of cross guarantee (continued)

64

By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and directors' report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission ('ASIC'). The above companies represent a 'Closed Group' for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Kidman Resources Limited, they also represent the 'Extended Closed Group'. Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the 'Closed Group'. 2014 2013 Statement of profit or loss and other comprehensive income $ $ Revenue 129,524 147,253 Depreciation and amortisation expense (35,921) (33,333) Exploration expenditure written off (387,800) - Administration expenses (145,968) (136,714) Corporate expenses (286,756) (274,087) Employment expenses (275,810) (229,874) Share based payments - (9,345) Other expenses (3,978) -

Loss before income tax expense (1,006,709) (536,100) Income tax expense - -

Loss after income tax expense (1,006,709) (536,100) Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year (1,006,709) (536,100)

2014 2013 Equity - retained profits $ $ Accumulated losses at the beginning of the financial year (1,884,080) (1,347,980) Loss after income tax expense (1,006,709) (536,100) Transfer from options reserve 175,000 -

Accumulated losses at the end of the financial year (2,715,789) (1,884,080)

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Kidman Resources Limited Notes to the financial statements 30 June 2014

Note 29. Deed of cross guarantee (continued)

65

2014 2013 Statement of financial position $ $ Current assets Cash and cash equivalents 2,940,429 2,199,117 Trade and other receivables 277,157 197,415 Prepayments 18,058 26,199

3,235,644 2,422,731 Non-current assets Other financial assets 9,386,021 6,276,093 Property, plant and equipment 52,768 64,264 Intangibles 35,540 50,465 Exploration and evaluation 5,025,381 3,588,767 Other (8,977) -

14,490,733 9,979,589

Total assets 17,726,377 12,402,320

Current liabilities Trade and other payables 505,220 299,665 Employee benefits 43,920 34,324

549,140 333,989 Non-current liabilities Employee benefits 2,043 5,435

2,043 5,435 Total liabilities 551,183 339,424

Net assets 17,175,194 12,062,896

Equity Issued capital 19,826,633 13,707,626 Reserves 64,350 239,350 Accumulated losses (2,715,789) (1,884,080)

Total equity 17,175,194 12,062,896

On 28 February 2012, Kidman Resources Limited provided a Deed of Cross Guarantee under Class Order 98/1418 made by ASIC to Crowl Creek Exploration Limited as per the signed agreement between the two entities. Note 30. Events after the reporting period No matter or circumstance has arisen since 30 June 2014 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

66

Note 31. Reconciliation of loss after income tax to net cash used in operating activities Consolidated 2014 2013 $ $ Loss after income tax expense for the year (1,066,709) (536,100) Adjustments for: Depreciation and amortisation 35,921 33,334 Share based payments - 9,345 Exploration costs written off 391,778 - Change in operating assets and liabilities:

Decrease/(increase) in trade and other receivables 86,349 (15,693) Decrease/(increase) in prepayments 8,141 (11,338) Increase in trade and other payables 274,532 23,855 Increase in employee benefits 6,204 13,749

Net cash used in operating activities (263,784) (482,848)

Note 32. Non-cash investing and financing activities Consolidated 2014 2013 $ $ Shares issued for the acquisition of exploration licences - 225,000

During the previous financial year the Company acquired the Big Ben group of tenements from OZ Minerals Pty Ltd. The total consideration for the acquisition was $225,000 and was settled by the issue of 1 million ordinary shares with a deemed value of $0.225 (22.5 cents) per share. The shares were issued on 21 December 2012. Note 33. Earnings per share Consolidated 2014 2013 $ $ Loss after income tax attributable to the owners of Kidman Resources Limited (1,066,709) (536,100)

Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 107,642,366 81,857,766

Weighted average number of ordinary shares used in calculating diluted earnings per share 107,642,366 81,857,766

Cents Cents Basic earnings per share (0.99) (0.65) Diluted earnings per share (0.99) (0.65) Diluted Earnings per Share The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity has generated a loss for the period.

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Kidman Resources Limited Notes to the financial statements 30 June 2014

67

Note 34. Share-based payments Set out below are summaries of options granted under the plan: 2014 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 15/11/2011 31/12/2014 $0.40 400,000 - - - 400,000 15/11/2011 30/09/2014 $0.40 350,000 - - - 350,000

750,000 - - - 750,000

2013 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 15/11/2011 31/12/2014 $0.40 400,000 - - - 400,000 15/11/2011 30/09/2014 $0.40 350,000 - - - 350,000

750,000 - - - 750,000

Set out below are the options exercisable at the end of the financial year: 2014 2013 Grant date Expiry date Number Number 15/11/2011 31/12/2014 400,000 400,000 15/11/2011 30/09/2014 350,000 350,000

750,000 750,000

For the options outstanding during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Share price Exercise Expected Dividend Risk-free Fair value Grant date Expiry date at grant date price volatility yield interest rate at grant date 15/11/2011 31/12/2014 $0.27 $0.40 0.77% -% 0.03% $0.082 15/11/2011 31/12/2014 $0.27 $0.40 0.77% -% 0.03% $0.084 15/11/2011 30/09/2014 $0.27 $0.40 0.77% -% 0.03% $0.089

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Kidman Resources Limited Directors' declaration 30 June 2014

68

In the directors' opinion: ● the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards,

the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued

by the International Accounting Standards Board as described in note 2 to the financial statements; ● the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial

position as at 30 June 2014 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due

and payable; and ● at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed

Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 29 to the financial statements.

The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors

________________________________ Mr Garrick Higgins Chairman 29 September 2014 Melbourne

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Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the

context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm

is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and

are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its

Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

The Rialto, Level 30

525 Collins St

Melbourne Victoria 3000

Correspondence to:

GPO Box 4736

Melbourne Victoria 3001

T +61 3 8320 2222

F +61 3 8320 2200

E [email protected]

W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of Kidman Resources Limited

Report on the financial report

We have audited the accompanying financial report of Kidman Resources Limited (the

“Company”), which comprises the statement of financial position as at 30 June 2014, the

statement of profit or loss and other comprehensive income, statement of changes in equity

and statement of cash flows for the year then ended, notes comprising a summary of

significant accounting policies and other explanatory information and the directors’

declaration of the company .

Directors’ responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report

that gives a true and fair view in accordance with Australian Accounting Standards and the

Corporations Act 2001. The Directors’ responsibility also includes 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. The Directors also state, in the notes to the financial report, in accordance with

Accounting Standard AASB 101 Presentation of Financial Statements, the financial

statements comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We

conducted our audit in accordance with Australian Auditing Standards. Those standards

require us to 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.

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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.

Independence

In conducting our audit, we have complied with the independence requirements of the

Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Kidman Resources Limited is in accordance with the

Corporations Act 2001, including:

i giving a true and fair view of the Company’s financial position as at 30 June

2014 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 financial report also complies with International Financial Reporting Standards as

disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 24 to 29 of the directors’ report

for the year ended 30 June 2014. 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. For

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Auditor’s opinion on the remuneration report

In our opinion, the remuneration report of Kidman Resources Limited for the year ended

30 June 2014, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

Brock Mackenzie

Partner - Audit & Assurance

Melbourne, 29 September 2014

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Kidman Resources Limited Shareholder information 30 June 2014

72

The shareholder information set out below was applicable as at 15 September 2014. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Number of holders of ordinary shares 1 to 1,000 111 1,001 to 5,000 241 5,001 to 10,000 245 10,001 to 100,000 705 100,001 and over 177

1,479

Holding less than a marketable parcel 363

Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued Holdex Nominees Pty Ltd (No 431 A/C) 11,300,000 9.83 King Fame Group Limited 2,965,000 2.58 Grosvenor Pirie Management Ltd (Roslyn No 4 S/F A/C) 2,600,000 2.26 Investment Holdings Pty Ltd (Investment Holdings Unit A/C) 2,500,000 2.17 Grandor Pty Ltd (Mark Scott Family A/C) 2,050,000 1.78 Commodity House Pty Ltd 2,000,000 1.74 Pearce Financial Services Pty Ltd (Tom Pearce Superfund A/C) 1,760,000 1.53 Ms Vivienne Carter 1,600,010 1.39 Soaraway Development Pty Ltd 1,389,469 1.21 Bonza View Superannuation Fund Pty Ltd (Bonza View S/F A/C) 1,300,000 1.13 Mr Andrew T Buxton & Ms Fiona P Wlliams (Buxton Super Fund A/C) 1,250,000 1.09 Caram Pty Ltd (Theodore Super Fund A/C) 1,250,000 1.09 Mr Mitchell Hurley & Mrs Carol Hurley (MCR Hurley Super Fund A/C) 1,250,000 1.09 Sapphire Ridge Holdings Pty Ltd 1,250,000 1.09 Mr James Allen 1,142,855 0.99 Olivers Hill Pty Ltd (Superannuation Fund A/C) 1,105,000 0.96 Marie Scodella & Associates & Pty Ltd (Super Fund A/C) 1,010,000 0.88 Mr Vaughan R James 1,000,000 0.87 Kale Capital Corporation Limited 1,000,000 0.87 Macdore Pty Ltd (Theodore Family A/C) 1,000,000 0.87

40,722,334 35.42

Unquoted equity securities Number Number on issue of holders Options over ordinary shares issued 750,000 2

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Kidman Resources Limited Shareholder information 30 June 2014

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Substantial holders Substantial holders in the company are set out below: Ordinary shares % of total shares Number held issued Holdex Nominees Pty Ltd (No 431 A/C) 11,300,000 9.83 Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities.

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