LP Hill Plc - Annual Report and Notice of AGM 2014

ANNUAL REPORT

and

FINANCIAL STATEMENTS

For the year ended 30 June 2014

PLCLP HILL

LP Hill Plc

Page

Corporate directory 3

Chairman’s Statement 4

Board of Directors 6

Strategic Report 7

Directors’ Report 9

Statement of Directors’ Responsibilities 13

Corporate Governance 14

Independent Auditor’s Report 17

Consolidated Statement of Comprehensive Income 19

Consolidated Statement of Financial Position 20

Company Statement of Financial Position 21

Consolidated Statement of Cash Flow 22

Company Statement of Cash Flow 23

Consolidated Statement of Changes in Equity 24

Company Statement of Changes in Equity 25

Notes to the Financial Statements 26

Notice of Annual General Meeting 43

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LP HILL PLC

CONTENTS

Directors: B. Olivier (Executive Chairman)W. F. Redford (Non-Executive Director)R. G. S. Spencer (Non-Executive Director)

Secretary: Lawnswood Nominees (Holdings) Limited30 Portland PlaceLondonW1B 1LZ

Registered number: 05980987 (England & Wales)

Registered office: 30 Portland PlaceLondonW1B 1LZ

Auditors: Jeffreys Henry LLPFinsgate5-7 Cranwood StreetLondonEC1V 9EE

Nominated adviser: Strand Hanson Limited26 Mount RowLondonW1K 3SQ

Broker: Pareto Securities Limited8 Angel CourtLondonEC2R 7HJ

Solicitors: Joelson Wilson LLP30 Portland PlaceLondonW1B 1LZ

Registrars: Neville Registrars LimitedNeville House18 Laurel LaneHalesowenWest MidlandsB63 3DA

Bankers: National Westminster Bank Plc116 Fenchurch StreetLondonEC3M 5AN

National Australia BankCapital Office, Ground Floor100 St Georges TerracePerth, WA, 6000

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CORPORATE DIRECTORY

LP HILL PLC

I am pleased to present the Group’s final results for the year ended 30 June 2014. The results showthat the Group incurred a loss before and after taxation for the year of £664,877 (2013: £107,217). Theloss reflects the limited essential expenditure incurred in order to maintain the good standing of ourMarodambo Project, corporate running costs, expenditure associated with conducting the requisitedue diligence on potential new attractive project opportunities and an impairment charge of £478,837(2013: Nil). In light of the considerable and ongoing delay experienced with respect to securing thenecessary governmental approvals for Phase 2 of the Marodambo Project, the Board has deemed itappropriate to recognise an impairment expense of £478,837 in this reporting period in respect of theCompany’s investment in Tranomaro Mineral Development Corporation Limited (“TMDCL”). TMDCLholds the group’s 80 per cent. interest in Mineral Development Corporation S.A. which is the solebeneficial owner of the Marodambo Project.

During the reporting period, the Board has continued to identify and investigate further potentialopportunities to expand the Company’s asset portfolio in line with our stated strategy. This has againincluded the evaluation of advanced resource projects that are either revenue generating or whichhave a clear short-term path towards revenue generation. The market environment has continued tobe extremely challenging for companies operating in the mining sector such that the Board has yet tosecure a suitably compelling and attractive opportunity at a sensible valuation to present toshareholders and potential investors to raise the requisite funding.

The Group’s early stage Marodambo Project in Madagascar, focused on exploration for uranium andthorium, remains on a care and maintenance footing pending receipt of the requisite approvals fromthe relevant Madagascan government authorities in respect of our potential Phase 2 exploration workprogramme and environmental impact study.

On 17 March 2014, the Company announced that it had allotted 4,970,264 new ordinary shares toHereford Group Limited, an existing substantial shareholder, in respect of the conversion in full of its2014 unsecured loan notes and the satisfaction of accrued interest thereon.

On 26 June 2014, the Company announced that it had allotted 3,333,333 new ordinary shares toFisherstreet Management Limited, in respect of the conversion in full of the principal amount of its2015 unsecured loan notes.

Post the reporting period end, on 9 September 2014, the Company announced that it had raised£405,000 before expenses, via a subscription for new ordinary shares by Kijani Resources Limited(“Kijani”), an existing substantial shareholder in the Company. Kijani subscribed for 1,000,000 newordinary shares at a price of 40.5 pence per share. The net proceeds raised from the subscription wereused to repay the group’s existing indebtedness with the balance to be used for general workingcapital purposes. The Company anticipates raising additional equity and/or debt finance in due coursein order to ensure that the Group maintains an appropriate capital structure and is able to fund itsongoing working capital requirements and potential future development opportunities.

On the same date as the subscription, we were also delighted to announce the appointment of WilliamRedford as a Non-Executive Director of the Company and I assumed the role of Executive Chairmanwith Roy Spencer assuming a non-executive position. William has joined the board as a representativeof Kijani to assist us in identifying and evaluating potential opportunities for the Company’s futuredevelopment and we remain confident in the longer term fundamentals for the natural resourcessector.

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LP HILL PLC

CHAIRMAN’S STATEMENT

In order to better reflect the nature and principal activity of the Group, the Board proposes that theCompany’s name be changed to “Emerging Market Minerals PLC” and a special resolution will be putto shareholders at the Company’s forthcoming Annual General Meeting to secure the requisiteshareholder approval.

On 21 October 2014, the Company announced the resignation of James Slade as Non-ExecutiveDirector to focus on his other business interests. We would like to thank James for his services andvaluable contribution to the Company and, on behalf of the Board, I wish him all the best for the future.

I would also like to take this opportunity to once again thank all of our shareholders, advisers and otherstakeholders for their support and patience as we continue to seek to secure a suitable opportunity togenerate long-term shareholder value.

Dr. Bernard OlivierExecutive Chairman

10 November 2014

5

CHAIRMAN’S STATEMENT(continued)

LP HILL PLC

Dr. Bernard Olivier (Executive Chairman)

Bernard Olivier received his PhD in Economic Geology from the University of Stellenbosch, SouthAfrica in 2006. He has been working as a geologist since 1998 and has worked throughout variousAfrican and Asian countries, among them Tanzania, South Africa, Zambia, Burundi, Malawi, Namibia,Cambodia, Lao PDR and the Philippines. He has worked on various exploration and developmentprojects as well as active mining operations on a variety of commodities including gold, gemstones,uranium, diamonds, PGEs, base metals and coal. Bernard is also an Executive Director of RichlandResources Limited (formerly Tanzanite One Limited) (listed on AIM), CEO of Bezant Resources Plc(listed on AIM) and a Director of Serengeti Resources Limited.

Mr. William Redford (Non-Executive Director, appointed 9 September 2014)

William Redford is currently Managing Director of Mareeba Group Limited, a socially responsibleinvestment organisation focused on renewable investment opportunities and sustainable technologyand was formerly a licenced Gibraltar EIF Director. William has more than ten years’ experience tradingvegetable oil, firstly for Frahuil S.A. and latterly for Phillip Brothers, the commodity trading division ofSalomon Brothers, where he was head of the vegetable oil trading desk and had responsibility forarranging international shipments of over one million tonnes of oil annually and negotiated contractswith crushing plants and refineries. William also worked for six years as an interdealer broker in theEuropean Government Bond Market. William is the board representative for Kijani Resources Limited.

Mr. Roy Spencer (Non-Executive Director)

Roy Spencer is a senior mining industry executive with over 40 years’ experience in the internationalmining sector. He has spent many years working in the private sector with governmental and otherinterest groups in Africa and was formerly CEO of AIM-listed European Diamonds Plc (“EuropeanDiamonds”) where, in 2005, he was instrumental in developing the company from being a juniorexplorer into a successful mining and diamond marketer in association with the government ofLesotho. At European Diamonds he was responsible for, inter alia, leading the evaluation anddevelopment of the 300,000 carat per annum Liqhobong Mine operation. Prior to European Diamonds,Roy held the position of Vice President with Archangel Diamond Corporation, formerly listed on theTSX Venture Exchange, which together, with its Russian partners, discovered the world class Grib Pipediamond deposit near the city of Arkhangelsk in 1996. Since leaving European Diamonds, Roy hasbeen consulting internationally on a variety of gemstone and other commodity projects.

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LP HILL PLC

BOARD OF DIRECTORS

The Directors present their Strategic Report and the Annual audited financial statements for the Groupfor the year ended 30 June 2014.

PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The Company acquired Tranomaro Mineral Development Corporation Limited (“Tranomaro”) by way ofa reverse takeover in December 2009. Tranomaro owns an 80% interest in a Madagascan miningcompany, Mineral Development Corporation S.A. (“MDC”). MDC is the sole beneficial owner of theexploration and commercial mining rights for uranium and thorium in an area comprising 38 blockscovering approximately 14.84 square kilometres in the Tranomaro area of southern Madagascar.Accordingly, following completion of this acquisition, the Company became a mineral explorationcompany with a focus on the discovery, analysis and exploitation of uranium, thorium and othermineral exploration projects, including precious and base metals such as platinum group metals, gold,copper, lead, manganese, zinc and also gemstones.

Phase 1 of the Company’s initial work programme in Madagascar was completed as planned andincluded the review of historical data, a desktop study, geological reconnaissance and mapping, alongwith soil, stream sediment and rock chip sampling. Environmental and other requisite governmentalclearances are currently awaited before potentially proceeding, subject to procuring sufficient funding,with Phase 2 of the work programme which may involve petro-mineralogical studies, rotary air blastpercussion drilling or costeaning of selected anomalies, analytical chemistry and sample assessment.In addition to its early stage exploration activities in Madagascar, the Board is seeking to identify andevaluate suitable additional mineral exploration projects in line with the Company’s current strategy.During the current reporting period, preliminary costs have been incurred in researching potentialprojects in the Republic of South Africa, Colombia and Chile.

FINANCIAL INSTRUMENTS

The Directors constantly monitor the financial risks and uncertainties facing the Group, with particularreference to its exposure to interest rate, foreign currency, credit, liquidity and cash flow risks. TheDirectors are confident that suitable policies are in place and that all material financial risks have beenconsidered. Further details are provided in Note 3 to the financial statements.

KEY RISKS AND UNCERTAINTIES

The Group is at an early stage of development with operating losses expected to be incurred for theforeseeable future. It currently has no projects producing positive cash flow and its ultimate successwill depend on its ability to raise capital for the development of operations and the generation of cashflow from producing properties in the future. The Group has not earned income or profits to date andthere is no assurance that it will do so in the near future or that it will be successful in achieving a returnon shareholders’ investment. Significant capital investment will be required to achieve commercialproduction from successful exploration efforts and to establish any mining operations and there is noguarantee that the Group will be able to raise the required funds to continue these activities.

The business of exploration for, and development and exploitation of, mineral deposits is speculativeand involves a high degree of risk, which even a combination of careful evaluation, experience andknowledge may not eliminate. Mineral deposits assessed by the Group may not ultimately containeconomically recoverable volumes of resources and even if they do, delays in the construction and

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LP HILL PLC

STRATEGIC REPORTFOR THE YEAR ENDED 30 JUNE 2014

commissioning of mining projects or other technical difficulties may result in any projected target datesfor production being delayed or further capital expenditure being required.

The Group’s operations may be disrupted by a variety of risks and hazards which are beyond thecontrol of the Group, including unusual or unexpected geological formations, pressures, geotechnicaland seismic factors, and other force majeure events. Any one of these risks and hazards could resultin work stoppages and damage to, or destruction of, the Group’s facilities which could have a materialadverse impact on the business, operations and financial performance of the Group.

Additionally, a decline in political stability or long term political uncertainty, changes in politicalattitudes and changes to Government regulations relating to foreign investment and mining activitiesin the territories in which the Group operates are beyond the control of the Group and may adverselyaffect its business.

KEY PERFORMANCE INDICATORS

In light of its early stage of development with no projects yet at the production stage, the Group’s onlykey performance indicator is to currently monitor the level of its losses and expenditure incurred andminimise costs.

GOING CONCERN

The Group meets its day to day working capital requirements through the cash balances held with itsbankers.

As disclosed in Note 17 to the financial statements, the Directors consider that at the time of approvingthe financial statements, they have adequate funds to meet the Group’s working capital requirementsfor the period to 30 November 2015. The Directors completed a gross £405,000 private fundraisingpost the year end and are confident that the Group will be able to raise additional resources tocontinue in existence for the foreseeable future. For this reason, they continue to adopt the goingconcern basis in preparing the financial statements.

By order of the Board

Bernard OlivierExecutive Chairman

10 November 2014

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LP HILL PLC

STRATEGIC REPORTFOR THE YEAR ENDED 30 JUNE 2014

(continued)

The Directors present their report for the year ended 30 June 2014.

RESULTS AND DIVIDENDS

The Group recorded a loss before and after taxation for the year of £664,877 (2013: loss of £107,217).

The Directors do not propose to recommend any distribution by way of dividend for the year ended30 June 2014.

DIRECTORS

The Directors who served the Company during the year were as follows:

G.A. Nealon (deceased 27 September 2013)B. OlivierJ.H. Slade (resigned 21 October 2014)R.G.S. Spencer

DIRECTORS’ INTEREST IN SHARES

The persons who held office at the year end had no interests in the issued share capital of theCompany.

REPORT ON DIRECTORS’ REMUNERATION AND SERVICE CONTRACTS

This report has been prepared in accordance with the requirements of Chapter 6 of Part 15 of theCompanies Act 2006 and also meets the requirements of the AIM Rules for Companies and describeshow the Board has applied the principles of good governance relating to Directors’ remuneration setout in the UK Corporate Governance Code. A resolution to approve the report will be proposed at theAnnual General Meeting of the Company at which the Financial Statements are to be approved.

Executive remuneration packages are prudently designed to attract, motivate and retain Directors ofthe necessary calibre and to reward them for enhancing value to shareholders. The performancemeasurement of the Executive Director and key members of senior management and thedetermination of their annual remuneration packages is undertaken by the Remuneration Committee.The remuneration of Non-Executive Directors is determined by the Board within limits set out in theArticles of Association.

Executive Directors are entitled to accept appointments outside the Company providing the Board’spermission is sought.

The letters of appointment and/or consultancy agreements of the Executive and Non-ExecutiveDirectors are all subject to a six month termination period. Under the current arrangements in place,Dr. Bernard Olivier, Executive Chairman, is entitled to be paid a maximum of £30,000 per annum to hisconsultancy company, which includes £18,000 as Director’s fees.

Mr William Redford is entitled to receive a total Directors Fee of £24,000 per annum, reflecting his roleas Chairman of the Remuneration and Audit Committees, whilst Mr Roy Spencer is entitled to receivea total Director’s fee of £18,000 per annum.

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LP HILL PLC

DIRECTORS’ REPORTFOR THE YEAR ENDED 30 JUNE 2014

Mr James Slade, Non-Executive Director of the Company, was entitled to a maximum of £12,000 asDirector’s fees. Mr Slade was also entitled to receive paid commission of 3% initially (and up to amaximum of 5%) on any “Placing Funds from Investors” that he was considered to have introducedto the Company (depending upon the level of work involved), with any such percentage commissionto have been determined and paid at the absolute discretion of the remainder of the Board.

Each Director is also entitled to be paid all reasonable expenses incurred wholly, necessarily andexclusively in the proper performance of his duties.

Pensions

The Group does not operate a pension scheme and has not paid any contributions to any pensionscheme for Directors or employees.

Directors’ remuneration

Remuneration of the Directors for the year was as follows:

Share based Salary and payment – Directors’ Consulting Superannuation Benefits shares and Fees Fees & ER NIC in kind options Total

£ £ £ £ £ £

B. Olivier 18,000 12,000 – – – 30,000

J. Slade 10,000 – – – – 10,000

R. Spencer 18,000 – – – – 18,000

Note:Directors’ remuneration shown above comprises all of the salaries, Directors’ fees, consulting fees and other benefits and emoluments paid to the Directors for the financialyear ended 30 June 2014.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY POLICY STATEM ENT

The Company adheres to the above Policy, whereby all operations are conducted in a manner thatprotects the environment, the health and safety of employees, third parties and the entire localcommunities in general.

The Company is currently involved in an exploration project that is located within the Tranomaro areaof Southern Madagascar. The Company has submitted suitable Environmental Programmes to therelevant authorities in accordance with applicable law and is awaiting the requisite environmentalclearances and further approvals, prior to the potential instigation of Phase 2 of its planned explorationactivities.

During the reporting period, our current operation was closely managed through the Group’ssubsidiary company, Mineral Development Corporation S.A. (“MDC”), in order to maintain our policyaims, with no matters of concern arising.

There have been no convictions in relation to breaches of any applicable legislation recorded againstthe Group during the reporting period.

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LP HILL PLC


(continued)

SIGNIFICANT & SUBSTANTIAL SHAREHOLDINGS

As at 7 November 2014, in accordance with Chapter 5 of the FCA’s Disclosure and Transparency Rulesthe Company has been notified or is aware of the following interests of 3% or more in its issued sharecapital:

Percentage of Number of 0.1p issued share ordinary shares capital

Vidacos Nominees Limited 15,527,075 39.37%Hereford Group Limited 6,115,290 15.50%Almaretta Pty. Limited 5,000,000 12.68%KTR Limited 2,814,000 7.13%Hindmarsh Marketing Limited 2,340,000 5.93%Roy Nominees Limited 2,300,000 5.83%Allerton Horizon Limited 1,200,000 3.04%

CREDITOR PAYMENT POLICY

The Company’s current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant termsin contracts; and

• pay in accordance with the Group’s contractual and other legal obligations.

The average number of days credit taken by the Group as at 30 June 2014 was 85 days (2013: 76days).

POLITICAL AND CHARITABLE CONTRIBUTIONS

There were no political or charitable contributions made by the Group during the year ended 30 June2014 (2013: Nil).

INFORMATION TO SHAREHOLDERS – WEB SITE

The Company has its own web-site (www.lphill.com.au) for the purposes of improving information flowto shareholders, as well as to potential investors.

RELATIONS WITH SHAREHOLDERS

The Board attaches considerable importance to the maintenance of good relationships withshareholders. Presentations by the Directors to institutional shareholders and City analysts will bemade as and when considered appropriate by the Board and the Company’s advisers.

All shareholders are invited to attend the Annual General Meeting and all General Meetings, whenrequired, and are encouraged to take the opportunity of putting questions to the Board.

The Annual General Meeting is regarded as an opportunity to communicate directly with privateshareholders and other investors.

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LP HILL PLC


(continued)

INDEMNITY OF OFFICERS

The Group does not currently maintain insurance to cover any legal actions brought against itsDirectors and officers. However, the Group may purchase and maintain, for any Director or officer,insurance against any liability in the near future pending the evolution and complexity of any furthernew projects undertaken by the Company.

EVENTS AFTER THE END OF THE REPORTING PERIOD

Information relating to events since the end of the reporting period is set out in Note 16 to thesefinancial statements.

STATEMENT OF DISCLOSURE TO AUDITORS

So far as the Directors, at the time of approval of their report, are aware:

• there is no relevant audit information of which the Company’s auditors are unaware; and

• the Directors have taken all steps that they ought to have taken as Directors in order to makethemselves aware of any relevant audit information and to establish that the Company’s auditorsare aware of that information.

AUDITORS

In accordance with section 489 of the Companies Act 2006, a resolution proposing that Jeffreys HenryLLP be reappointed as auditors of the Company will be put to the Annual General Meeting.

ANNUAL GENERAL MEETING

The Company will hold an Annual General Meeting at 10.00 a.m. on Friday, 5 December 2014 and thewording of each resolution to be tabled is set out in the attached Notice of Meeting.

Resolution 7, which is to be tabled as a special resolution, is to grant the Directors the authority to allotshares on a non pre-emptive basis. The Directors recommend that shareholders of the Company votein favour of this resolution. The granting of this authority is in keeping with the Company’s historicalpractice, will enable the Directors to, inter alia, potentially issue share options in order to properlymotivate and reward directors, employees and consultants to the Group and will grant the Directorsgeneral authority for the allotment of shares on a non pre-emptive basis to enable the Company tohave the flexibility to raise additional working capital if required.

Shareholders who are unable to attend the Annual General Meeting and who wish to appoint a proxyin their place must ensure that their proxy is appointed in accordance with the provisions set out in theNotice of Meeting by 10.00 a.m. on 3 December 2014.

By order of the Board

Bernard OlivierExecutive Chairman

10 November 2014

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LP HILL PLC


(continued)

The Directors are responsible for preparing the Directors’ Report and the financial statements inaccordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each financial period. Underthat law the Directors have, as required by the AIM Rules for Companies of the London StockExchange, elected to prepare the Group and parent financial statements in accordance withInternational Financial Reporting Standards (IFRS) as adopted for use in the European Union. Undercompany law the Directors must not approve the financial statements unless they are satisfied thatthey give a true and fair view of the state of affairs of the Company and Group and of the profit or lossof the Group for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any materialdepartures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis, unless it is inappropriate topresume that the Company and the Group will continue in business.

The Directors confirm that the financial statements comply with the above requirements.

The Directors are responsible for keeping adequate accounting records which at any time disclosewith reasonable accuracy the financial position of the Company and the Group and enable them toensure that the financial statements comply with the Companies Act 2006. They are also responsiblefor safeguarding the assets of the Company and the Group and hence for taking reasonable steps forthe prevention and detection of fraud and other irregularities.

In addition, the Directors are responsible for the maintenance and integrity of the corporate andfinancial information included on the Company’s website. Financial statements are published on theCompany’s website in accordance with Rule 26 of the AIM Rules for Companies.

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LP HILL PLC

STATEMENT OF DIRECTORS’ RESPONSIBILITIESFOR THE YEAR ENDED 30 JUNE 2014

The UK Corporate Governance Code

The Company is listed on AIM, a market operated by the London Stock Exchange, and is not requiredto comply with the requirements of The UK Corporate Governance Code (the “Code”). However, theBoard is committed to the high standards of good corporate governance prescribed in the Code andseeks to apply its principles, in so far as practicable, having regard to the current size and structure ofthe Group. The Board is accountable to the Company’s shareholders and seeks to comply in allmaterial respects with the QCA’s Corporate Governance Code for Small and Mid-Size QuotedCompanies 2013.

Board of Directors and Committees

During the financial year, the Directors met on a frequent basis. The Board currently consists of oneexecutive Director (being the Chairman), along with two non-executive Directors. Therefore, at leasthalf of the Board is comprised of non-executive Directors, as recommended by the Code.

The Board is responsible for determining policy and business strategy, setting financial and otherperformance objectives and monitoring achievement. The Chairman takes responsibility for theconduct of the Company and Board meetings and ensures that directors are properly briefed to enablefull and constructive discussions to take place. However, no formal schedule of Board Meetings hasbeen deemed necessary to date and no schedule of matters specifically reserved to the Board fordecision, has yet been established.

To enable the Board to function effectively and to discharge its duties, Directors are given full andtimely access to all relevant information. They have ready access to the advice and services of theCompany’s Solicitors, along with the Company Secretary and may seek independent advice at theexpense of the Company, where appropriate. However, no formal procedure has been agreed with theBoard regarding the circumstances in which individual directors may take independent professionaladvice.

The Code states that there should be a nomination committee to deal with the appointment of bothexecutive and non-executive Directors except in circumstances where the Board is small. TheDirectors consider the size of the current board to be small and have not therefore established anomination committee. The appointment of executive and non-executive Directors is currently a matterfor the Board as a whole. This position will be reviewed should the number of directors increasesubstantially.

The current Directors’ biographical details are set out on page 6.

The non-executive Directors are independent of management and are free from any business or anyother relationship which could interfere materially with the exercise of their independent judgement.The non-executive Directors are appointed for specified terms and are subject to re-election and tothe Companies Act provisions relating to the removal of a Director. Reappointment of non-executiveDirectors is not automatic.

Under the Company’s Articles of Association, the appointment of all new Directors must be approvedby shareholders in a general meeting. In addition, one-third of Directors are required to retire byrotation and to submit themselves for re-election at each Annual General Meeting.

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LP HILL PLC

CORPORATE GOVERNANCEFOR THE YEAR ENDED 30 JUNE 2014

The Directors have established the following two committees, both of which report to the Board andhave written terms of reference which deal clearly with their respective authorities and duties.

Audit committee

The audit committee receives reports from management and the external auditors relating to theinterim report and the annual report and financial statements, reviews reporting requirements andensures that the maintenance of accounting systems and controls is effective. The audit committee iscomprised of the two non-executive Directors, namely Mr William Redford and Mr Roy Spencer.

The audit committee has unrestricted access to the Company’s auditors. The audit committee alsomonitors the controls which are in force and any perceived gaps in the control environment. The Boardbelieves that the current size of the Group does not justify the establishment of an independent internalaudit department. Finance personnel are periodically instructed to conduct specific reviews ofbusiness functions relating to key risk areas and to report their findings to the Board.

Remuneration committee

The remuneration committee determines the scale and structure of the remuneration of the executiveDirectors and approves the granting of options to Directors and senior employees and theperformance related conditions thereof. The remuneration committee is comprised of the two non-executive Directors, namely Mr William Redford and Mr Roy Spencer.

The remuneration and terms and conditions of appointment of the non-executive Directors aredetermined by the Board.

Internal control

The Board is responsible for establishing and maintaining the Group’s system of internal control.Internal control systems manage rather than eliminate the risks to which the Group is exposed andsuch systems, by their nature, can provide reasonable but not absolute assurance againstmisstatement or loss. There is a continuous process for identifying, evaluating and managing thesignificant risks faced by the Group. The key procedures which the Directors have established with aview to providing effective internal controls, are as follows:

• Identification and control of business risks

The Board identifies the major business risks faced by the Group and determines the appropriatecourse of action to manage those risks.

• Budgets and business plans

Each year the Board approves the business plan and annual budget. Performance is monitoredand relevant action taken throughout the year through the regular reporting to the Board ofchanges to the business forecasts.

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LP HILL PLC


(continued)

• Investment appraisal

Capital expenditure is controlled by budgetary process and authorisation levels. For expenditurebeyond specified levels, detailed written proposals have to be submitted to the Board.Appropriate due diligence work is carried out if a business or asset is to be acquired.

• Annual review and assessment

The Board is currently carrying out a detailed review and assessment of the effectiveness of theGroup’s system of internal control, a process that will be maintained on an annual basis.

Dr. Bernard OlivierExecutive Chairman

10 November 2014

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LP HILL PLC


(continued)

We have audited the Group and parent company financial statements (the “financial statements”) ofLP Hill PLC for the year ended 30 June 2014 which comprise the Consolidated Statement ofComprehensive Income, the Consolidated and Parent Company Statement of Financial Position, theConsolidated and Parent Company Statement of Cash Flows, the Consolidated and Parent CompanyStatement of Changes in Equity and the related notes. The financial reporting framework that has beenapplied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)as adopted by the European Union and, as regards the parent company financial statements, asapplied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to theCompany’s members those matters we are required to state to them in an auditors’ report and for noother purpose. To the fullest extent permitted by law, we do not accept or assume responsibility toanyone other than the Company and the Company’s members as a body, for our audit work, for thisreport, or for the opinions we have formed.

Respective responsibilities of Directors and Auditors

As explained more fully in the Directors’ Responsibilities Statement set out on page 13, the Directorsare responsible for the preparation of the financial statements and for being satisfied that they give atrue and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance withapplicable law and International Standards on Auditing (UK and Ireland). Those standards require usto comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statementssufficient to give reasonable assurance that the financial statements are free from material misstatement,whether caused by fraud or error. This includes an assessment of: whether the accounting policies areappropriate to the Company’s circumstances and have been consistently applied and adequatelydisclosed; the reasonableness of significant accounting estimates made by the Directors; and theoverall presentation of the financial statements. In addition we read all financial and non-financialinformation in the Chairman’s Statement, the Strategic Report, the Directors’ Report and the CorporateGovernance report to identify material inconsistencies with the audited financial statements and toidentify any information that is apparently materially incorrect based on, or materially inconsistent with,the knowledge acquired by us in the course of performing the audit. If we become aware of any apparentmaterial misstatements or inconsistencies we consider its implication on our report.

Opinion on financial statements

In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and the ParentCompany’s affairs as at 30 June 2014 and of the Group’s loss and cash flows and ParentCompany’s cash flows for the year then ended;

– the Group financial statements have been properly prepared in accordance with IFRSs asadopted by the European Union;

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LP HILL PLC

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF LP HILL PLCFOR THE YEAR ENDED 30 JUNE 2014

– the Parent Company financial statements have been properly prepared in accordance with IFRSsas adopted by the European Union and as applied in accordance with the provisions of theCompanies Act 2006; and

– the financial statements have been prepared in accordance with the requirements of theCompanies Act 2006.

Emphasis of matter – Going concern

In forming our opinion on the financial statements, which is not qualified, we have considered theadequacy of the disclosures made in Note 17 to the financial statements concerning the Group’s abilityto continue as a going concern.

The validity of the going concern basis is dependent on the assumptions underlying the financialprojections being accurate, the financial projections being substantially realised and the Group’s abilityto raise sufficient new capital to the extent that may be required.

These conditions indicate the existence of a material uncertainty which may cast significant doubtabout the Group’s ability to continue as a going concern. The financial statements do not include theadjustments that would result if the Group was unable to continue as a going concern.

Opinion on the other matters prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and the Directors’ Report for the financialyear for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requiresus to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequatefor our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records andreturns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

10 November 2014

David Warren(Senior Statutory Auditor)

For and on behalf of Jeffreys Henry LLPChartered AccountantsStatutory Auditor Finsgate 5-7 Cranwood Street

LondonEC1V 9EE

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LP HILL PLC

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF LP HILL PLCFOR THE YEAR ENDED 30 JUNE 2014

(continued)

Notes 2014 2013 £ £

Administrative expenses (640,483) (94,133) –––––––– ––––––––Operating loss 10 (640,483) (94,133)Finance income 5 –Finance expenses (24,399) (13,084) –––––––– ––––––––Loss before taxation (664,877) (107,217)Taxation 11 – – –––––––– ––––––––Loss for the year (664,877) (107,217) –––––––– –––––––– –––––––– ––––––––

Since there is no other comprehensive income, the loss for the year is the same as the totalcomprehensive loss for the year.

Attributable to:Equity holders of the Company (664,877) (107,217) –––––––– –––––––– –––––––– ––––––––

Loss per share attributable to the equity holders of the Company during the year (pence) was:

Basic & Diluted 13 (2.10p) (0.36p) –––––––– –––––––– –––––––– ––––––––

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LP HILL PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2014

The notes on pages 26 to 42 form part of these financial statements

Notes 2014 2013ASSETS £ £Non-current assetsInvestments: Goodwill 5 703,908 1,145,000

Licences 5 – 37,745 –––––––––– –––––––––– 703,908 1,182,745 –––––––––– ––––––––––Current assetsTrade and other receivables 6 15,528 19,268Cash at bank and in hand 11,210 11,569 –––––––––– –––––––––– 26,738 30,837 –––––––––– ––––––––––LIABILITIESCurrent liabilitiesTrade and other payables 8 (303,548) (394,207) –––––––––– –––––––––– (303,548) (394,207) –––––––––– ––––––––––Net current (liabilities)/assets (276,810) (363,370)

Non-current liabilitiesFinancial liabilities – borrowings andinterest bearing loans 9 – (200,000) –––––––––– –––––––––– 427,098 619,375 –––––––––– –––––––––– –––––––––– ––––––––––EQUITYCapital and reserves attributable to equity holders of the Company:

Share capital 7 114,982 106,679Share premium 4,073,633 3,558,869Share option reserve 7 – 50,467Accumulated losses (3,762,145) (3,097,268) –––––––––– –––––––––– 426,470 618,747Minority interests 628 628 –––––––––– –––––––––– 427,098 619,375 –––––––––– –––––––––– –––––––––– ––––––––––

These financial statements were approved and authorised for issue by the Board of Directors on10 November 2014 and were signed on its behalf by:

Bernard OlivierDirector

Company Registration No.: 5980987 (England and Wales)

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LP HILL PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2014


Notes 2014 2013 £ £ASSETSNon-current assetsInvestments 5 703,908 1,145,000 –––––––––– –––––––––– 703,908 1,145,000 –––––––––– ––––––––––Current assetsTrade and other receivables 6 537,896 513,058Cash at bank and in hand 11,210 11,569 –––––––––– –––––––––– 549,106 524,627 –––––––––– ––––––––––LIABILITIESCurrent liabilitiesTrade and other payables 8 (295,034) (388,693) –––––––––– –––––––––– (295,034) (388,693) –––––––––– ––––––––––Net current assets 254,072 135,934

Non-current liabilitiesFinancial liabilities - borrowings and interest bearing loans 9 – (200,000) –––––––––– –––––––––– 957,980 1,080,934 –––––––––– –––––––––– –––––––––– ––––––––––EQUITYCapital and reserves attributable to equity holders of the Company

Share capital 7 114,982 106,679Share premium 4,073,633 3,558,869Share option reserve 7 – 50,467Accumulated losses (3,230,635) (2,635,081) –––––––––– –––––––––– 957,980 1,080,934 –––––––––– –––––––––– –––––––––– ––––––––––

These financial statements were approved and authorised for issue by the Board of Directors on10 November 2014 and were signed on its behalf by:

Bernard OlivierDirector

Company Registration No.: 5980987 (England and Wales)

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LP HILL PLC

COMPANY STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2014


Notes 2014 2013 £ £Cash flows from operating activities beforechanges in working capital and provisions

Operating loss (664,877) (94,133)Non-cash movement in share option reserve 7 (50,467) –Impairment expense 478,837 –Finance income 5 –Finance cost (24,399) (13,084)(Increase)/decrease in trade and other receivables 6 3,740 (296)Increase/(decrease) in trade and other payables 8 256,802 (8,661) –––––––––– ––––––––––Cash absorbed by operating activities (359) (116,174)

Cash flows from investing activities – – –––––––––– ––––––––––Cash absorbed by investing activities – – –––––––––– ––––––––––Cash flows from financing activities – – –––––––––– ––––––––––Net cash from financing activities – – –––––––––– ––––––––––Net (decrease)/increase in cash andcash equivalents (359) (116,174)

Cash and cash equivalents at 30 June 2013 11,569 127,743 –––––––––– ––––––––––Cash and cash equivalents at 30 June 2014 11,210 11,569 –––––––––– –––––––––– –––––––––– ––––––––––

A major non cash movement relating to the conversion of unsecured loan notes into equity hascontributed to the net cash movement of (£359). See note 7.

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LP HILL PLC

CONSOLIDATED STATEMENT OF CASH FLOWFOR THE YEAR ENDED 30 JUNE 2014


Notes 2014 2013 £ £Cash flows from operating activities beforechanges in working capital and provisionsOperating loss (595,554) (81,336)Non-cash movement in share option reserve 7 (50,467) –Impairment expense 441,092 –Finance income 5 –Finance cost (24,399) (13,084)(Increase)/decrease in trade and other receivables 6 (24,838) (10,092)Increase/(decrease) in trade and other payables 8 253,802 (11,662) –––––––––– ––––––––––Cash absorbed by operating activities (359) (116,174)

Cash flows from investing activities – – –––––––––– ––––––––––Net cash from investing activities – – –––––––––– ––––––––––Cash flows from financing activities – – –––––––––– ––––––––––Net cash from financing activities – – –––––––––– ––––––––––Net (decrease)/increase in cash andcash equivalents (359) (116,174)Cash and cash equivalents at 30 June 2013 11,569 127,743 –––––––––– ––––––––––Cash and cash equivalents at 30 June 2014 11,210 11,569 –––––––––– –––––––––– –––––––––– ––––––––––

A major non cash movement relating to the conversion of unsecured loan notes into equity hascontributed to the net cash movement of (£359). See note 7.

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LP HILL PLC

COMPANY STATEMENT OF CASH FLOWFOR THE YEAR ENDED 30 JUNE 2014


Non- Non- Non- distributable distributable distributable Share Distributable Share Share Options Accumulated Total Capital Premium Reserve Losses Equity £ £ £ £ £

Balance at 1 July 2012Attributable to equityshareholders 104,534 3,453,763 50,467 (2,990,051) 618,713Conversion of loan stocktogether with accrued interest 2,145 105,106 – – 107,251Total comprehensive incomefor the period – – – (107,217) (107,217) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at 30 June 2013 106,679 3,558,869 50,467 (3,097,268) 618,747Conversion of loan stocktogether with accrued interest 8,303 514,764 – – 523,067Movement in Share Option Reserve – – (50,467) – (50,467)Total comprehensive incomefor the period – – – (664,877) (664,877) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at 30 June 2014 114,982 4,073,633 – (3,762,145) 426,470 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominalvalue of these shares net of share issue expenses.

Share options reserve relates to increases in equity for services received in equity-settled share basedpayment transactions.

Accumulated losses represent the cumulative loss of the Group attributable to equity shareholders.

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LP HILL PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2014


Non- Non- Non- distributable distributable distributable Share Distributable Share Share Options Accumulated Total Capital Premium Reserve Losses Equity £ £ £ £ £

Balance at 1 July 2012Attributable to equityshareholders 104,534 3,453,763 50,467 (2,540,661) 1,068,103Conversion of loan stocktogether with accrued interest 2,145 105,106 – – 107,251Total comprehensive income for the period – – – (94,420) (94,420) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at 30 June 2013 106,679 3,558,869 50,467 (2,635,081) 1,080,934Conversion of loan stocktogether with accrued interest 8,303 514,764 – – 523,067Movement in Share Option Reserve – – (50,467) – (50,467)Total comprehensive incomefor the period – – – (595,554) (595,554) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at 30 June 2014 114,982 4,073,633 – (3,230,635) 957,980 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominalvalue of these shares net of share issue expenses.

Share options reserve relates to increases in equity for services received in equity-settled share basedpayment transactions.

Accumulated losses represent the cumulative loss of the Company attributable to equity shareholders.

The SH01 (return of allotment of shares) filings made at Companies House in July 2014 and September2014 incorrectly stated the Company’s issued share capital. Revised filings have now been made atCompanies House to reflect the correct share capital.

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LP HILL PLC

COMPANY STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2014


NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2014

LP HILL PLC

26

1. General information

LP Hill Plc is currently a mineral exploration company. The Company is a public limited companylisted on AIM, a market operated by the London Stock Exchange plc, and is incorporated inEngland and Wales. The address of the registered office of the Company is 30 Portland Place,London W1B 1LZ. Information required by AIM Rule 26 is available in the section with thatheading at www.lphill.com.au.

The financial statements have been prepared on a going concern basis (see Note 17 below).

2. Basis of preparation and accounting policies

These financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS), including IFRS 6 ‘Exploration for and Evaluation of MineralResources’ and IFRIC interpretations issued by the International Accounting Standards Board(IASB) as adopted by the European Union and with those parts of the Companies Act 2006applicable to companies reporting under IFRS. The financial statements have been preparedunder the historical cost convention. The principal accounting policies adopted are set out below.

These policies have been consistently applied.

The preparation of financial statements in conformity with IFRS requires the use of certain criticalaccounting estimates. It also requires management to exercise its judgement in the process ofapplying the Company’s accounting policies. Those areas involving a higher degree of judgementor complexity, or areas where assumptions and estimates are significant to the financialstatements, are disclosed in Note 4.

The financial statements have been prepared on the assumption that the group is a goingconcern. This assumption is based on the disclosures in notes 5 and 17 to these accounts. If thegroup was unable to continue as a going concern there is a possibility that the accounts wouldhave to be adjusted to reflect the recoverable value of assets, to provide for future liabilities andto reclassify non-current assets and long term liabilities as current assets and liabilities.

Issued International Financial Reporting Standards (IFRS’s) and interpretations (IFRICS)relevant to company operations

There are no IFRS or IFRIC interpretations that are effective for the first time in this financialperiod that would be expected to have a material impact on the Group.

Standard, interpretations and amendments to published standards that are not yeteffective

There are no other IFRSs or IFRIC interpretation that are not yet effective that would be expectedto have a material impact on the Group.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and itssubsidiaries, joint venture and associated undertakings.

2. Basis of preparation and accounting policies (continued)

Subsidiaries are all entities over which LP Hill Plc has the power to govern the financial andoperating policies generally accompanying a shareholding of more than one half of the votingrights. The existence and effect of potential voting rights that are currently exercisable orconvertible are considered when assessing whether the Group controls another entity.Subsidiaries are fully consolidated from the date on which control is transferred to the Company.They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by theGroup. The cost of an acquisition is measured as the fair value of the assets given, equityinstruments issued and liabilities incurred or assumed at the date of exchange, plus costs directlyattributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilitiesassumed in a business combination are measured initially at their fair values at the acquisitiondate, irrespective of the extent of any minority interest. The excess of the cost of acquisition overthe fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill.If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired,the difference is recognised directly in the income statement.

Inter-company transactions, balances and unrealised gains on transactions between Groupcompanies are eliminated. Unrealised losses are also eliminated but considered an impairmentindicator of the asset transferred. Accounting policies of subsidiaries have been changed wherenecessary to ensure consistency with the policies adopted by the Group.

LP Hill PLC has adopted the following new and amended IFRSs and IFRIC interpretations withno material impact (all effective from 1 July 2013):

• Certain elements of Annual Improvements to IFRSs 2009-2011;

• Amendments to IFRS 7 Financial Instruments: Disclosures.

LP Hill PLC is also assessing the impact of the following revised standards and interpretations oramendments that are not yet effective. Where already endorsed by the EU, these changes will beadopted on the effective dates noted.

Where not yet endorsed by the EU, the adoption date is less certain. The impact of thesestandards is currently under review (all effective after 1 July 2014 unless otherwise stated):

• Certain elements of Annual Improvements to IFRSs 2010-2012, 2011-2013 and 2012-2014(effective 2017 financial year);

• IFRS 9 Financial Instruments: Classification and Measurement effective 2019 financial year(not yet endorsed by the EU);

• IFRS 10 Consolidated Financial Statements effective 2015 financial year;

• IFRS 11 Joint Arrangements effective 2015 financial year;

• IFRS 12 Disclosure of Interests in Other Entities effective 2015 financial year;

• IFRS 15 Revenue from Contracts with Customers effective 2018 financial year (not yetendorsed by the EU);

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LP HILL PLC


• Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Agriculture effective2017 financial year, (not yet endorsed by the EU);

• IAS 28 Investments in Associates and Joint Ventures effective 2015 financial year; and

• IFRS 13 Fair Value Measurement.

Group companies

The results and financial position of all Group entities (none of which has the currency of ahyperinflationary economy) that have a functional currency different from the presentationcurrency are translated into the presentation currency as follows:

(i) assets and liabilities for each balance sheet presented are translated at the closing rate atthe date of that balance sheet;

(ii) income and expenses for each income statement are translated at average exchange rates(unless this average is not a reasonable approximation of the cumulative effect of the ratesprevailing on the transaction dates, in which case income and expenses are translated atthe rate on the dates of the transactions); and

(iii) all resulting exchange differences are recognised as a separate component of equity. Onconsolidation, exchange differences arising from the translation of the net investment inforeign operations, and of borrowings and other currency instruments designated ashedges of such investments, are taken to shareholders’ equity. When a foreign operation ispartially disposed of or sold, exchange differences that were recorded in equity arerecognised in the income statement as part of the gain or loss on sale.

2.1 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of the Company are measured using thecurrency of the primary economic environment in which the entity operates (thefunctional currency).

The financial statements are presented in Pounds Sterling (£), which is the Company’sfunctional and presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency usingexchange rates prevailing at the dates of the transactions. Foreign exchange gainsand losses resulting from the settlement of such transactions and from the translationat year-end exchange rates of monetary assets and liabilities denominated in foreigncurrencies are recognised in the income statement.

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LP HILL PLC


29


2.2 Receivables

Receivables are recognised and stated at fair value less any allowances for doubtful debtsand provisions for impairment. Known bad debts are written off and doubtful debts areprovided for based on estimates of possible losses which may arise from non-collection ofcertain receivables accounts.

2.3 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, othershort-term highly liquid investments with original maturities of three months or less, andbank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on thebalance sheet.

2.4 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issueof new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.5 Share premium

Share premium represents the excess of the amount subscribed for share capital over thenominal value of these shares net of share issue expenses.

2.6 Trade payables

Trade payables are recognised initially at fair value and subsequently measured atamortised cost using the effective interest method.

2.7 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred.Borrowings are subsequently stated at amortised cost; any difference between theproceeds (net of transaction costs) and the redemption value is recognised in the incomestatement over the period of the borrowings using the effective interest rate method.

Borrowings are classified as current liabilities unless the Company has an unconditionalright to defer settlement of the liability for at least 12 months after the balance sheet date.

2.8 Taxation

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Thetax currently payable is based on taxable profit for the year. Taxable profit differs from profitas reported in the same income statement because it excludes items of income or expensethat are taxable or deductible in other years and it further excludes items that are nevertaxable or deductible. The Company’s liability for current tax is calculated using tax ratesthat have been enacted or substantively enacted by the balance sheet date.


Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets andliabilities in the financial statements and the corresponding tax bases used in thecomputation of taxable profit, and is accounted for using the balance sheet liability method.Deferred tax liabilities are generally recognised for all taxable temporary differences anddeferred tax assets are recognised to the extent that it is probable that taxable profits willbe available against which deductible temporary differences can be utilised. Such assetsand liabilities are not recognised if the temporary difference arises from goodwill or from theinitial recognition (other than in a business combination).

2.9 Revenue recognition

Revenue is the consideration received or receivable from customers in the normal courseof business.

2.10 Fair values

The carrying amounts of the financial assets and liabilities such as cash and cashequivalents, receivables and payables of the Group at the balance sheet date approximatedtheir fair values, due to the relatively short term nature of these financial instruments.

The Company provides financial guarantees to licensed banks for credit facilities extendedto a subsidiary company. The fair value of such financial guarantees is not expected to besignificantly different as the probability of the subsidiary company defaulting on the creditlines is remote.

2.11 Investments

Investments are stated at cost less provision for any impairment in value.

2.12 Financial instruments

A financial instrument is recognised in the financial statements when, and only when, theGroup and the Company become a party to the contractual provisions of the instrument.

A financial instrument is recognised initially at its fair value plus directly attributabletransaction costs.

(a) Financial assets

The Group and the Company determine the classification of their financial assets asloans and receivables and they comprise debt instruments that are not quoted on anactive market, trade and other receivables and cash and cash equivalents.

(i) Subsequent measurementFinancial assets categorised as loans and receivables are subsequentlymeasured at amortised cost using the effective interest method.

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(ii) DerecognitionA financial asset or part of it is derecognised when, and only when, thecontractual right to receive cash flows from the asset has expired or the financialasset is transferred to another party without retaining control or substantially allrisks and rewards of the asset.

(iii) Impairment of financial assetsAt each reporting date the Group and the Company assess whether there isobjective evidence that a financial asset or a group of financial assets isimpaired. A financial asset or a group of financial assets is deemed to beimpaired if, and only if, there is objective evidence of impairment as a result ofone or more events that have occurred after the initial recognition of the asset orthe group of financial assets and it can be reliably measured.

(b) Financial liabilities

The Group and the Company determine the classification of their financial liabilities asother financial liabilities and they comprise trade and other payables.

Other financial liabilities are subsequently measured at amortised cost.

A financial liability or part of it is derecognised when, and only when, the obligationspecified in the contract is discharged or cancelled or expires. On de-recognition of afinancial liability, the difference between the carrying amount of the financial liabilityextinguished or transferred to another party and the consideration paid, including anynon-cash assets transferred or liabilities assumed, is recognised in the Statement ofComprehensive Income.

2.13 Intangible assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of theGroup’s share of the net identifiable assets of the acquired subsidiary or associate atthe date of acquisition. Goodwill on acquisitions of subsidiaries is included in‘intangible assets’. Goodwill on acquisitions of associates is included in ‘investmentsin associates’ and is tested for impairment as part of the overall balance. Separatelyrecognised goodwill is tested annually for impairment and carried at cost lessaccumulated impairment losses. Impairment losses on goodwill are not reversed.Gains and losses on the disposal of an entity include the carrying amount of goodwillrelating to the entity sold.

(b) Licences

Acquired licences are shown at historical cost. Trademarks and licences have a finiteuseful life and are carried at cost less accumulated amortisation. Amortisation iscalculated using the straight-line method to allocate the cost of trademarks andlicences over their estimated useful lives from when first coming into use.

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Licences 20% on cost

Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject toamortisation and are tested annually for impairment. Assets that are subject toamortisation are reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount may not be recoverable. Animpairment loss is recognised for the amount by which the asset’s carrying amountexceeds its recoverable amount. The recoverable amount is the higher of an asset’sfair value less costs to sell and value in use. For the purposes of assessingimpairment, assets are grouped at the lowest levels for which there are separatelyidentifiable cash flows (cash-generating units). Non-financial assets other thangoodwill that have suffered impairment are reviewed for possible reversal of theimpairment at each reporting date.

3. Risks and sensitivity analysis

The Company’s activities expose it to a variety of financial risks: interest rate risk, liquidity risk,foreign currency risk and capital risk. The Company’s activities also expose it to non-financialrisks: market risk, regulatory and legislative risk, exploration and mining extraction risk. TheGroup’s overall risk management programme focuses on unpredictability and seeks to minimisethe potential adverse effects on the Group’s financial performance. The Board, on a regular basis,reviews key risks and, where appropriate, actions are taken to mitigate the key risks identified.

3.1 Foreign currency risk

Currency fluctuations may affect the Group’s operating cash flows since certain of its costsand potential future revenues are likely to be denominated in a number of differentcurrencies other than Pounds Sterling, such as US Dollars, Australian Dollars and MalagasyAriary and any potential income may become subject to exchange controls. The Groupdoes not currently have a foreign currency hedging policy in place. If and when appropriate,the adoption of such a policy will be considered.

3.2 Interest rate risk

The Group does not have formal policies on interest rate risk. However, the Company’sexposure in these areas (as at the balance sheet date) was minimal.

3.3 Liquidity risk

The Group prepares periodic working capital forecasts for the foreseeable future, allowingan assessment of the cash requirements of the Company, to manage liquidity risk. Cashresources are managed in accordance with planned expenditure forecasts and theDirectors have regard to the maintenance of sufficient cash resources to fund the Group’simmediate operating and exploration activities.

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3. Risks and sensitivity analysis (continued)

3.4 Capital risk

The successful exploration for, and commercial exploitation of, natural resources on anyproject will require very significant capital investment. The main sources of financingcurrently available to the Group are through the issue of additional equity capital or throughbringing in partners to fund exploration and development cost. The Group’s ability to raisefunds will depend, inter alia, on the success of its strategy and operations.

4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience andother factors, including expectations of future events that are believed to be reasonable underthe circumstances.

Impairment of receivables

The Group assesses at each Statement of Financial Position date whether there is objectiveevidence that trade receivables have been impaired. Impairment loss is calculated based on areview of the current status of existing receivables and historical collections experience. Suchprovisions are adjusted periodically to reflect the actual and anticipated impairment. The carryingamount of the Group’s receivables at the reporting date is disclosed in Note 6.

Share based payments

Equity-settled share based payments are measured at fair value at the grant date. The Grouprevises the estimated number of performance shares that participants are expected to receivebased on non-market vesting conditions at each Statement of Financial Position date.

Impairment of goodwill and investments in the Parent Company Financial Statements

The Group is required to test, at least annually, whether goodwill has suffered any impairment.The recoverable amount is determined based on value in use calculations. The use of thismethod requires the estimation of future cash flows and the choice of a suitable discount rate inorder to calculate the present value of these cash flows. As referred to in note 5 the value ofgoodwill was considered and impaired in the year to 30 June 2014. Actual outcomes could vary.If the basis set out in note 5 was considered to no longer apply there is a risk that the value ofthe investment and goodwill may need to be impaired further.

Impairment of intangibles (other than goodwill)

Intangible assets are reviewed for impairment if events or changes in circumstances indicate thatthe carrying amount may not be recoverable. When a review for impairment is conducted, therecoverable amount is determined based on value in use calculations prepared on the basis ofmanagement’s assumptions and estimates.

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LP HILL PLC

4. Critical accounting estimates and judgements (continued)

Impairment of intergroup loans in the Parent Company

Intergroup loans are reviewed for impairment if events or changes in circumstances indicate thatthe carrying amount may not be recoverable. When a review for impairment is conducted, therecoverable amount is dependent on the performance of the subsidiary concerned and its abilityto repay the loan.

Share-based compensation

The fair value of options and warrants are determined by reference to the fair value of the optionsgranted, excluding the impact of any non-market vesting conditions (for example, profitabilityand sales growth targets). Non-market vesting conditions are included in assumptions about thenumber of options that are expected to vest. At each balance sheet date, the entity revises itsestimates of the number of options that are expected to vest. It recognises the impact of therevision to original estimates, if any, in the income statement, with a corresponding adjustmentto equity.

5. Investments

Group Goodwill Licences Total £ £ £At 30 June 2013 1,145,000 37,745 1,182,745Acquisition in the year – – – –––––––––– –––––––––– ––––––––––At 30 June 2014 1,145,000 37,745 1,182,745 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––ImpairmentAt 30 June 2013 – – –Provision in year 441,092 37,745 478,837 –––––––––– –––––––––– ––––––––––At 30 June 2014 441,092 37,745 478,837 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––Carrying ValueAt 30 June 2014 703,908 – 703,908 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––At 30 June 2013 1,145,000 37,745 1,182,745 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

The goodwill arose on the acquisition of Tranomaro Mineral Development Corporation Limited(“TMDCL”) which was newly incorporated to hold an 80% interest in Mineral DevelopmentCorporation S.A. (see below).

The Company assesses at each reporting date whether there is an indication that the goodwillmay be impaired, by considering whether the value in use is greater than the recoverable amount.If an indication of impairment exists an impairment review is carried out. At the year end, theDirectors considered there was an indication of impairment, due to the considerable and ongoingdelay experienced with respect to securing the necessary governmental approvals for theMarodambo Project, of the value of the goodwill held and a provision was made as appropriatewith a value of £441,092. If the directors identify at some point in the future that the basis used

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for valuation is no longer appropriate there is a risk that the value of the investment and goodwillmay need to be further impaired at that time.

Included within the Directors’ Report are details about the completion of Phase 1 of the plannedinitial work programme in Madagascar and details of the environmental permits currently beingawaited in order to be able to potentially progress to Phase 2. Save for the abovementioned delayin securing the requisite governmental approvals, the Company is not aware of any informationthat may challenge the valuation made and the assumptions used by Argold Holdings Pty.Limited on 11 November 2009 in respect of its Competent Person’s Report included within theAIM admission document.

The Licences relate to the cost of permits for the exploration for certain minerals in the region ofMadagascar, which are held by Mineral Development Corporation S.A., an 80% subsidiary ofTranomaro Mineral Development Corporation Limited.

For the reasons set out above, the carrying value of the licences of £37,745 has been fullyimpaired and charged to administration and included within the Statement of ComprehensiveIncome as an expense.

Shares in subsidiary undertakingsCompany £Cost At 30 June 2013 and 2014 1,145,000 –––––––––– ––––––––––ImpairmentAt 30 June 2013 –Provision in year 441,092 ––––––––––At 30 June 2014 441,092 –––––––––– ––––––––––Carrying ValueAt 30 June 2014 703,908 –––––––––– ––––––––––At 30 June 2013 1,145,000 –––––––––– ––––––––––In the opinion of the Directors, the aggregate value of the Company’s investment in its subsidiaryundertakings is not less than the amount included in the balance sheet.

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5. Investments (continued)

5. Investments (continued)

Holdings of more than 20%

The Company holds more than 20% of the share capital of the following companies:

Company Country of Principal Class of % Held incorporation activity shareSubsidiary undertakingTranomaro Mineral Development England Investment Ordinary 100%Corporation Limited Company

The results of the subsidiary are as follows:

2014 2013 £ £

Aggregate capital and reserves (531,508) (462,185)Results for the period (69,323) (12,796) –––––––––– ––––––––––In turn, the above company holds an investment in:

Company Country of Principal Class of % held incorporation activity share

Mineral Development Corporation S.A. Madagascar Exploration Ordinary 80% and Mining

The results of the subsidiary are as follows:

2014 2013 £ £

Aggregate capital and reserves 3,142 3,142Results for the period – – –––––––––– –––––––––– –––––––––– ––––––––––

6. Trade and other receivables

Group 2014 2013 £ £

Other debtors 7,833 3,529Prepayments 7,695 15,739 –––––––––– –––––––––– 15,528 19,268 –––––––––– –––––––––– –––––––––– ––––––––––CompanyOther debtors 7,833 3,529Due by Group company 522,368 496,309Prepayments 7,695 13,220 –––––––––– –––––––––– 537,896 513,058 –––––––––– –––––––––– –––––––––– ––––––––––

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LP HILL PLC


7. Share capital

2014 2013 £ £Allotted, called up and fully paid38,441,403 (2013: 30,137,806) ordinary shares of 0.1p each 38,441 30,138172,780,000 deferred shares of 0.0443p each 76,541 76,541 –––––––––– –––––––––– 114,982 106,679 –––––––––– –––––––––– –––––––––– ––––––––––

On 17 March 2014, 354,879 ordinary shares were issued at a price of 6.5p each and 4,615,385ordinary shares at the price of 6.5p each were issued from a conversion of unsecured loan notes.

On 26 June 2014, 3,333,333 shares were issued at a price of 6p each from a conversion ofunsecured loan notes.

Number of outstanding existing Warrants at 30 June 2013 and 30 June 2014:

Date of At Granted Exercised/ Forfeits At Exercise Exercise/grant 30.06.13 vested 30.06.14 price Vesting date From To

16.09.08 110,000 – – 110,000 – 0.1p 16.09.08 25.08.13 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– 110,000 – – 110,000 – ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

The warrants were forfeited in the year, resulting in a £50,467 credit back to administrativeexpenses.

8. Trade and other payables

Group 2014 2013 £ £

Trade payables 31,745 54,513Other payables 2,514 2,514Convertible loan note (Note 9) – 300,000Other Loan 150,000 –Accruals 119,289 37,180 –––––––––– –––––––––– 303,548 394,207 –––––––––– –––––––––– –––––––––– ––––––––––

Company 2014 2013 £ £

Trade payables 31,745 54,513Convertible loan note (Note 9) – 300,000Other loan 150,000 –Accruals 113,289 34,180 –––––––––– –––––––––– 295,034 388,693 –––––––––– –––––––––– –––––––––– ––––––––––

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LP HILL PLC

8. Trade and other payables (continued)

On 11 July 2013, the Company entered into a loan agreement with a private lender for anunsecured term loan of £150,000. Interest is payable at the rate of 8% per annum above the baserate of Barclays Bank PLC from time to time and the loan was originally repayable, together withaccrued interest, on 1 July 2014. On 15 July 2014, the final repayment date was extended to11 January 2015; all other details remained the same.

9. Creditors: Amounts falling due after more than 1 year

Group and Company 2014 £Convertible loan notesAt 1 July 2011 400,000New Loan Note in the year 200,000Converted to new shares (100,000) ––––––––––At 30 June 2012 500,000Transferred to trade and other payables as repayablewithin one year (300,000) ––––––––––At 30 June 2013 200,000Transferred from trade and other payables 300,000Converted to new shares (500,000) ––––––––––At 30 June 2014 – –––––––––– ––––––––––

On 14 March 2011 a convertible loan note to the value of £300,000 was issued to Hereford GroupLimited, due for repayment by 14 March 2014, the conversion price being 10 pence per ordinaryshare. On the maturity date, the Company agreed to vary the conversion price to 6.5 pence perordinary share and the loan principal, together with the related accrued interest, was satisfied infull by the issue of 4,970,264 new ordinary shares or £0.001 each.

On 2 March 2012, a convertible loan note to the value of £200,000 was issued to FisherstreetManagement Limited, due for repayment by 27 February 2015, the conversion price being6 pence per ordinary share. On 26 June 2014, the loan principal was satisfied in full by the issueof 3,333,333 new ordinary shares of £0.001 each.

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LP HILL PLC


10. Operating loss

2014 2013 £ £Operating loss is stated after charging:Directors’ fees and emoluments 58,000 –Auditors’ fees: – Audit 16,755 4,000

– Other services 1,200 845Goodwill impairment provision 441,092 –Licences impairment provision 37,745Due diligence costs, advisory fees and travel costson potential new project opportunities 37,940 19,893 –––––––––– –––––––––– –––––––––– ––––––––––

Staff costs during the year. 2014 2013 £ £

Directors’ fees including consultancy fees 58,000 –Wages and salaries – – –––––––––– ––––––––––Total staff costs 58,000 – –––––––––– –––––––––– –––––––––– ––––––––––

The average number of people (including executive directors) employed during the year was:

2014 2013 No. No.

Total 3 3 –––––––––– –––––––––– –––––––––– ––––––––––

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LP HILL PLC

11. Taxation 2014 2013 £ £

Current tax expense – –Deferred tax expense – – –––––––––– –––––––––– – – –––––––––– –––––––––– –––––––––– ––––––––––

Reconciliation of effective tax rates £ £

Loss before tax (664,877) (107,217)Non-cash movement in share option reserve (50,467) –Impairment of goodwill 441,092 –Impairment of licences 37,745 – –––––––––– –––––––––– (236,507) (107,217)

Tax using domestic rates of corporation tax of 20% (2013: 20.00%) (47,301) (21,443)Effect of:Expenses not deductible for tax purposes – –Losses carried forward 47,301 21,443 –––––––––– –––––––––– – – –––––––––– –––––––––– –––––––––– ––––––––––The Company has estimated excess management expenses to carry forward of £921,000 (2013:£709,079) and estimated non trading deficits carried forward of £92,000 (2013: £67,611).Deferred tax assets arising at 20% (2013: 20%) from these losses of £202,600 (2013: £155,300)have not been provided for in these financial statements as their recovery is not probable in theforeseeable future.

12. Parent company statement of comprehensive incomeIn accordance with the provisions of Section 408 of the Companies Act 2006, the parentCompany has not presented a separate income statement. A loss for the 12 month period ended30 June 2014 of £595,544 (2013: £94,420) has been included in the profit and loss account.

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LP HILL PLC


13. Losses per shareLosses per ordinary share have been calculated using the weighted average number of shares inissue during the relevant financial year.

Earnings per share

The calculation of the basic and diluted earnings per share attributable to the ordinary equityholders of the group is based on the following data:

2014 2013

Earnings – Loss 664,877 107,217Weighted average no. of ordinary shares – Basic 31,626,887 29,418,869Fully diluted 211,221,403 202,698,869

Diluted earnings per share (2.10p) (0.36p)

The diluted loss per share as above is the same as the basic loss per share, as the loss for theyear has an anti-dilutive effect.

14. ContingenciesThe Company has no contingent liabilities in respect of legal claims arising from its ordinarycourse of business and it is not anticipated that any material liabilities will arise from anycontingent liabilities.

15. Capital commitmentsThere are no capital commitments at the financial year end that require disclosure.

16. Events after the reporting periodOn 15 July 2014, the final repayment date for the unsecured £150,000 term loan obtained froma private lender was extended from 11 July 2014 to 11 January 2015 (see note 8 above).

On 9 September 2014, the Company announced that Kijani Resources Limited, an existingsubstantial shareholder, had subscribed for 1,000,000 new ordinary shares at a price of 40.5pence per share to raise approximately £405,000 before expenses.

Save for the above matters, there were no events after the reporting period that are required tobe disclosed.

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LP HILL PLC

17. Going concern

These financial statements have been prepared on the assumption that the Group is a goingconcern which the Directors believe to be appropriate. When assessing the foreseeable future,the Directors have considered a period of twelve months from the date of approval of thesefinancial statements. The Directors acknowledge that the Group will be likely to continue makingoperating losses for the foreseeable future and therefore the Group and Company remain reliantupon their ability to raise finance through other means. The Group is still at an early stage withrespect to its Marodambo exploration project in the Tranomaro area of Madagascar and theDirectors are currently exploring options to raise further funds to finance the Group’s projectedworking capital requirement over the next twelve month period. The uncertainty as to the timingand amount of such a fund raising exercise requires the Directors to consider the Group’s abilityto continue as a going concern.

The support of the Group’s shareholders has been evident in the recent past and continues to beof significant importance. Notwithstanding the aforementioned uncertainty, the Directors areconfident that sufficient support will be received from existing shareholders and potential newinvestors to enable the funding requirement to 30 November 2015 to be satisfied. The Directorswill continue to carefully manage the Group’s existing resources and control costs at all times.

Accordingly, the Directors are confident that the going concern basis is appropriate and aresatisfied that new financing and/or investment will be forthcoming in the period as and whenrequired.

Were the Group to be unable to continue as a going concern, adjustments may have to be madeto the balance sheet of the Group to reduce the balance sheet values of assets to theirrecoverable amounts, to provide for future liabilities that might arise and to reclassify non-currentassets and long-term liabilities as current assets and liabilities.

18. Controlling party

At the date of the annual report and financial statements there was no one controlling party.

19. Related party transactions

The Company charged a management fee of £14,990 (2013: £12,796) to Tranomaro MineralDevelopment Corporation Limited (“TMDCL”) in the year and, at the financial year end, TMDCLhad a balance of £522,368 (2013: £496,309) payable to the Company.

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LP HILL PLC


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the members of the Companywill be held at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ, at 10.00 a.m.on Friday 5 December 2014.

Members will be asked to consider and, if thought fit, pass the resolutions set out below. Resolutions1 to 6 will be proposed as ordinary resolutions and Resolutions 7 and 8 will be proposed as specialresolutions. The business to be transacted under Resolutions 1 to 5 is deemed to be ordinary businessunder the Company’s Articles of Association and Resolutions 6 to 8 are deemed to be special businessunder the Company’s Articles of Association.

ORDINARY RESOLUTIONS

1. To receive and consider the Company’s annual report and financial statements for the twelvemonths ended 30 June 2014 and the reports of the directors and auditors thereon.

2. To consider and approve the Remuneration Report as detailed on pages 9 and 10 of theCompany’s annual report and financial statements.

3. To approve the re-appointment of Roy Spencer as a non-executive Director of the Company,having been made a director previously, and retiring by rotation in accordance with theCompany’s Articles of Association, and being eligible for re-election.

4. To ratify the appointment of William Redford as a non-executive Director of the Company.

5. To ratify the re-appointment of Jeffreys Henry LLP as auditors of the Company and to authorisethe directors to fix their remuneration.

6. THAT, for the purposes of section 551 of the Companies Act 2006 (the “Act”):

(a) the directors of the Company be and are hereby generally and unconditionally authorisedto exercise all the powers of the Company to allot shares in the Company and grant rightsto subscribe for or to convert any security into shares in the Company (the “Rights”) up toan aggregate maximum nominal amount of £203,944.14 to such persons and at such timesand on such terms and conditions as the Directors think proper, such authority, unlesspreviously revoked or varied by the Company in a General Meeting, to expire at theconclusion of the next Annual General Meeting of the Company following the date on whichthis resolution is passed or, if earlier, fifteen months from the date of this resolution; and

(b) the Company be and is hereby authorised prior to the expiry of such period referred to insub-paragraph (a) above to make an offer or agreement which would or might requireshares to be allotted or Rights to be granted after such expiry and the Directors may allotshares or grant Rights in pursuance of such an offer or agreement as if the authorityconferred hereby had not expired;

so that all previous and existing authorities conferred on the Directors in respect of the allotmentof relevant securities pursuant to the said Section 551 of the Act be and they are hereby revokedprovided that this resolution shall not affect the right of the Directors to allot relevant securitiesin pursuance of any offer or agreement entered into prior to the date hereof.

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LP HILL PLC(the “Company”)

(Incorporated in England and Wales under the Companies Act 1985 with registered number 05980987)

SPECIAL RESOLUTIONS

7. THAT, subject to and conditional upon the passing of resolution number 6 above, the Directorsbe and are hereby empowered in accordance with section 570 of the Act to allot equity securities(within the meaning of section 560 of the Act), wholly for cash, under the authority conferred onthem by resolution number 6 in this Notice to allot relevant securities as if section 561(1) of theAct did not apply to such allotment, provided that the power conferred by this resolution shall belimited to:

(a) the allotment and issue of equity securities in connection with an issue or offering by wayof rights in favour of holders of equity securities and any other persons entitled toparticipate in such issue or offering where the equity securities respectively attributable tothe interests of such holders and persons are proportionate (as nearly as may be) to therespective numbers of equity securities held by or deemed to be held by them on the recorddate of such allotment subject only to such exclusions or other arrangements as theDirectors may consider necessary or expedient to deal with fractional entitlements or legalor practical problems under the laws or requirements of any recognised regulatory body inany territory;

(b) pursuant to the exercise of any options that may be granted under any share option schemeof the Company, up to a nominal amount of £3,944.14;

(c) the allotment otherwise than pursuant to sub-paragraphs (a) and (b) above) of equitysecurities for cash up to an aggregate nominal value not exceeding £200,000

and this power, unless renewed, shall expire at the conclusion of the next Annual GeneralMeeting of the Company following the date on which this resolution is passed or if earlier fifteenmonths from the date of the passing of this resolution, save that the Company may before suchexpiry make an offer or agreement which would or might require equity securities to be allottedafter such expiry and the Board may allot equity securities in pursuance of such an offer oragreement as if the authority conferred hereby had not expired. This authority shall replace allexisting authorities conferred on the Directors in respect of the allotment of equity securities tothe extent that the same have not previously been utilised.

8. THAT, the Directors be and are hereby authorised to change the name of the Company to“Emerging Market Minerals PLC”.

By Order of the Board

Lawnswood Nominees (Holdings) LimitedCompany Secretary

Registered office:

30 Portland PlaceLondon

W1B 1LZ

Dated: 10 November 2014

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING (“AGM”):

Entitlement to attend, speak and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only thosemembers on the Company’s register of members at:

• 6.00 p.m. on 3 December 2014; or,

• in the event that this AGM is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting,

shall be entitled to attend, speak and vote at the AGM in respect of the number of ordinary shares registered in theirname at that time.

Changes to the register of members after 6.00 p.m. on 3 December 2014 shall be disregarded in determining therights of any person to attend, speak and vote at the AGM.

Appointment of proxies

2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy orproxies to exercise all or any of your rights to attend, speak and vote at the AGM and you should have received aproxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notesand the notes to the proxy form.

3. A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of howto appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notesto the proxy form. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your ownchoice of proxy (not the Chairman) and give your instructions directly to them.

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to differentshares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint morethan one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on eachproxy form together with the number of shares that such proxy is appointed in respect of. All copies of the proxyform should then be sent to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West MidlandsB63 3DA.

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for oragainst the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or herdiscretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter whichis put before the AGM.

Appointment of proxy using hard copy proxy form

6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.To appoint a proxy using the proxy form, the form must be:

• completed and signed;

• sent or delivered to the Company’s Registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane,Halesowen, West Midlands B63 3DA; and

• received by the Registrar no later than 10.00 a.m. on 3 December 2014.

In the case of a member which is a company, the proxy form must be executed under its common seal or signedon its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of suchpower or authority) must be included with the proxy form, together with a duly completed certificate of non-revocation of such power or authority.

Appointment of proxies through CREST

7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointmentservice may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CRESTManual. CREST Personal Members or other CREST sponsored members, and those CREST members who haveappointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will beable to take the appropriate action on their behalf.

8. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CRESTProxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI)specifications and must contain the information required for such instructions, as described in the CREST Manual.

45

The message must be transmitted so as to be received by the issuer’s agent (ID) Neville Registrars Limited(CREST Participant ID Number 7RA11) by 10.00 a.m. on 3 December 2014. For this purpose, the time of receiptwill be taken to be the time (as determined by the timestamp applied to the message by the CREST ApplicationsHost) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribedby CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUIdoes not make available special procedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of theCREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored memberor has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s))such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by anyparticular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting serviceproviders are referred, in particular, to those sections of the CREST Manual concerning practical limitations of theCREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only theappointment submitted by the most senior holder will be accepted. Seniority is determined by the order in whichthe names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

10. To change your proxy instructions simply submit a new proxy appointment using the methods set out above.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions usinganother hard-copy proxy form, please contact the Company’s Registrars, Neville Registrars Limited, Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA.

Termination of proxy appointments

11. In order to revoke a proxy appointment you will need to inform the Company by sending a signed hard copy noticeclearly stating your intention to revoke your proxy appointment to Neville Registrars Limited, Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA. In the case of a member which is a company, the revocationnotice must be executed under its common seal or signed on its behalf by an officer of the company or an attorneyfor the company. Any power of attorney or any other authority under which the revocation notice is signed (or a dulycertified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen,West Midlands B63 3DA no later than the time of the meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subjectto the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the AGM and voting in person.

Issued shares and total voting rights

12. As at 6.00 p.m. on 10 November 2014, the Company’s issued share capital comprised 39,441,403 ordinary sharesof £0.001 per share and 172,780,000 deferred shares of 0.0443 pence per share. Each ordinary share carries theright to one vote at a general meeting of the Company, deferred shares do not carry any rights to vote at a generalmeeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on10 November 2014 is 39,441,403.

Documents on display

13. Copies of the letters of appointment of the executive and non-executive directors of the Company will be availablefor inspection:

• For at least 15 minutes prior to the meeting; and

• During the meeting.

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Communication

14. Except as provided above, members who have general queries about the AGM should communicate via telephonicmeans or in writing to the registered office address of the Company (no other methods of communication will beaccepted):

Bernard OlivierChairman, LP Hill PlcTel: +61 40 894 8182

You may not use any electronic address to communicate with the Company for any purposes in connection withthis Notice of AGM.

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sterling 164526