2011 annual report final

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ACN 125 222 291

Annual Report 2011

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CORPORATE DIRECTORY CONTENTS

LETTER FROM CHAIRMAN AND MAN-AGING DIRECTOR 1

BRAZIL TUCANO GOLD PROJECT 2

Overview 3

CIL Process Plant Construction 3

Mining Operations 4

Resource and Reserve Development 4

Iron Ore 8

COMMUNITY & ENVIRONMENT 10

TARTARUGA PROJECT 11

AUSTRALIA 12

Tropicana East 12

West Musgrave 13

Lake Mackay 13

Victoria 13

RESOURCE & RESERVES 14TENEMENT SCHEDULE 16

FINANCIAL REPORT

DIRECTORS REPORT 17CONSOLIDATED STATEMENTOF FINANCIAL POSITION 36CONSOLIDATED STATEMENTOF COMPREHENSIVE INCOME 37

CONSOLIDATED STATEMENTOF CHANGES IN EQUITY 38CONSOLIDATED STATEMENTOF CASH FLOWS 40NOTES TO THEFINANCIAL STATEMENTS 41

DIRECTORS DECLARATION 79

INDEPENDENT AUDITORS REPORT 80AUDITORS INDEPENDENCEDECLARATION 82ADDITIONAL SHAREHOLDER

INFORMATION 83

Directors

Craig Readhead Non-Executive ChairmanMike Donaldson Non-Executive DirectorJim Jewell Non-Executive DirectorRoss Kestel Non-Executive DirectorPeter Bowler Managing DirectorRob Watkins Executive Director Exploration

Company Secretary

Greg Barrett

Corporate Details

Beadell Resources Ltd(ABN 50 125 222 291)

Issued Capital716,004,752 ordinary shares

Registered and Corporate Ofce

2 nd Floor, 16 Ord StreetWest Perth WA 6005

Telephone: +61 8 9429 0800Facsimile: +61 8 9481 3176Internet: www.beadellresources.com.au

Brazil Ofces

Rio De Janeiro

Rua Voluntrios da Ptria, 89, 6 andar, Botafogo RJ

Telephone: + 55 21 2122 0500Facsimile: + 55 21 2122 0502

Tucano Minesite

Estrada do Tapereb, SN, Pedra Branca do Amapari AP

Telephone: +55 96 4009 4004Facsimile: +55 21 2122 2438

Share Registry

Computershare Investor Services Pty LtdLevel 5115 Grenfell Street

Adelaide SA 5000Telephone: 1300 137 515Telephone: +61 3 9415 4667 (from outside Australia)

Stock Exchange Listing

ASX LtdASX Code: BDR

Auditor

KPMG235 St Georges TerracePerth WA 6000

Front cover: Cat 777D TrucksInside cover: Mining operations on AB1 pit.Back cover: A Tucano (Toucan) photographed in Brazil.


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Dear Fellow Shareholder,

Despite global uncertainties and share market volatility over the past twelve months, we have continued to add substantialvalue to our Company for the benet of you, our shareholders.

Construction of the 3.5 million tonnes per annum carbon in leach gold plant at our Tucano gold and iron ore project continuesapace and we look forward to the transition from gold developer to producer during CY 3rd quarter this year. Despite someminor delays with the construction timetable, I am pleased to report that we are still on track to build the gold plant for lessthan the initial US$100M budget. This will be a commendable achievement and full credit to all involved with the construction.

Gold production will be high in the early years with 180,00 0 ounces of gold forecast for CY 2013. We are determined to greatlyenhance the economics of our gold project and hence protect the Company from any unforseen downturn in the gold price

by extracting maximum value possible from our extensive iron ore resources found within Beadells Mining Concession. Tothis end, we have recently commenced detailed engineering design for a Magnetic Separation Plant to enable extraction fromthe gold tailings of a high grade iron concentrate which should result in lower cash operating costs from our gold plant by20 30%. Additionally, negotiations with third parties are continuing to monetise value from more than 200 million tonnes ofhigh grade friable hematite iron ore located in and around our gold pits. We are condent these two initiatives will enable theproduction costs on our gold plant to be driven down to rank globally into the lowest cost quartile.

Special mention needs to be made of the excellent team of talented people we have in Brazil, led by Silvano Andrade. Safetycontinues to be our number one priority on site as we vigorously pursue our aim of zero harm to all employees. Silvano hasassembled a complete management team in place ready for the commencement of gold production over the coming months.Mining of our open pits has already commenced with new earthmoving equipment to supplement our existing eet on its way.

Silvano and his team have an excellent working relationship with all of the relevant government agencies and stakeholders.This has enabled all permits and approvals to be obtained in a timely manner. Beadell is committed to fostering a harmonious

relationship with all communities, both local and state. As a consequence, the Company has been the recent recipient ofvarious awards.

In addition, we have an experienced, stable and fully aligned Perth based executive management team, who together withour Brazil based site management team with a full complement of trained personnel and adequate funding means that theCompany will transition into a long l ife, low cost gold producing company in 2012.

Our team looks forward to rewarding you, our shareholders, as we become a protable gold mining house taking full advantageof the continued high gold prices.

Yours faithfully,

PETER BOWLERManaging Director

CRAIG READHEADNon-Executive Chairman

11LETTER FROM CHAIRMANAND MANAGING DIRECTOR


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BRAZILTUCANO GOLD PROJECT

Figure 1 Brazil Projects location plan

Mining operations at AB1 pitTucano site transportTucano site transport


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OVERVIEW

During the year mining was resumed at Tucano utilisingthe eet of earthmoving equipment acquired with theproject. The resultant stockpile will enable the highergrade gold ore to be processed rst providing improvedcash ows in the early period of operation.

A maiden JORC compliant reserve of 1.25 million ouncesof gold was announced in April 2011. The Companysaggressive ongoing drilling campaign will continue toadd to the existing 4.3 million ounce gold resource atthe project.

The Tucano site is located in Amap State in northernBrazil, covering approximately 2,500km 2 of mostlycontiguous exploration licences and a mining concession.The nearest major populated centre to the Tucano site isMacap, situated on the northern bank of the AmazonRiver (Figure 1).

Road access to the site is via 100km of paved road fromMacap to Porto Grande followed by 116km of unpavedroad. The site is just north of the equator, with annualrainfall averaging 2,370mm. The Tucano Mine site iscurrently powered by a 13.8KVa substation sourced fromthe Caoraci Nunes hydroelectric power station in PortoGrande.

CIL Process Plant Construction

The Detailed Engineering for the Tucano 3.5 million tonneper annum CIL process plant commenced in January2011 with the appointment of Ausenco to undertakethe EPCM (Engineering, Procurement, Construction,Management) contract.

During the next six months, engineering and earlyprocurement was advanced, as was the completion ofearthworks to establish the site for the Crusher, surgebin, SAG mill and the CIL tanks.

The civil contractor was mobilised in June 2011 (start ofdry season) to commence work on the CIL tank rings andthe SAG mill raft and then progress on to the crusher andsurge bin.

In CY 4th Quarter 2011, the SMP (Structural/Mechanical/ Piping) contractor commenced work to erect the CIL

tanks. During this same period the E&I (Electrical/ Instrumentation) contractor also mobilised to theTucano site.

Procurement is now 100% complete. The only signicantshipments that are outstanding are the electrical switchgear from Australia and China and these items are duefor delivery in Brazil during April 2012.

Construction activity will signicantly increase during the2nd Quarter of 2012 with erection of the steel around theCIL tanks being the critical activity.

First ore delivery to the SAG mill is scheduled for 3rdQuarter of 2012 and to date the project is within itsbudget of US$99M.

Since acquiring the Tucano Gold Project inBrazil in January 2010, Beadell has completeda Denitive Feasibility Study (DFS), secured

international bank nancing and is nowconstructing a 3.5 million tonne per annumCarbon in Leach (CIL) gold processing plant.

Silvano de Souza Andrade Brazilian General Manager



Mining Operations

Mining operations recommenced at Tucano in June andinitially concentrated on the mining of the two pits in theTap D valley and the Tap AB eastern wall cutback.

The Tap D valley is the site of the rst tailings facility atTucano and as such the gold reserves within it have tobe extracted prior to tailings placement. Concurrent tomining in this valley, construction of the tailings dam wallwas undertaken. The dam wall was largely complete atthe end of 2011 but will be nalised in 2012.

The stripping of the eastern wall of the Tap AB pit isrequired to gain access to the high grade trough zonewithin the Tap AB 2 pit and this work has to be undertaken

in the dry season (July-December) to maximise miningproductivity.

In addition, work was carried out to establishmentstrategic sediment dams (to control the generationof turbid water into the local river system) and theestablishment of a new quarry to generate material foruse in Haul road construction, CIL plant construction andgeneral infrastructure.

Major overhaul of the mines Caterpillar haul trucksand Liebherr excavators commenced to ensure highmechanical availability is achieved.

In addition, a tender process was undertaken for newopen pit equipment that is required for the ramp upof mine output in 2012. This future equipment will beobtained via an operating lease arrangement.

Resource and Reserve Development

Gold resources increased by 48% to 4.3Moz of gold at the Tucano project in Brazil. Global JORC resourcesfor Tucano now total 90.4Mt @ 1.5g/t for 4.3Moz ofgold at a 0.5g/t cut off, comprising 19.5Mt @ 1.5g/t goldfor 1.0Moz of oxide which will form the main ore sourcefor the rst 3 to 4 years of the operation followed bythe primary ore which comprises a resource of 63.6Mt@ 1.5g/t for 3.1Moz of gold . The global resourcecomprises Measured Resources from stockpiles of 7.4Mt@ 0.9g/t gold for 0.21Moz . Total Indicated Resourcesfor Tucano are 40.1Mt @ 1.5g/t for 2.0Moz and totalinferred resources are 42.9Mt @ 1.6g/t for 2.2Moz .

In April 2011 a maiden Tucano Ore Reserve was

announced totalling 1.25 million troy ounces (Moz)contained gold. The reserve comprises an open pitOre Reserve of 19.0Mt @ 1.70g/t gold for 1.04Mozcontained gold and a stockpile Ore Reserve of 7.4Mt @0.87g/t gold for 0.21Moz contained gold.

BRAZILTUCANO GOLD PROJECT (Continued)

Technical and Resources Manager Paul Tan with

Mine Geology Coordinator Ana Gloria N. RosaBlast hole rig in action


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Figure 2 Location of Gold Pits Tucano

Excavator Operator AB1

Excavator in action AB2

Mine Planning MeetingFrom left: Raimundo Joelson Catro Silva Mine Surveyor, Walber

Gonalves Guimares Mine Supervisor, Fbio Ferreira de Oliveira Coordinator of Mine Planning, Joel Reis dos Santos MineSurveyor, Luis Daniel Salgado Nunes Mining Engineer.


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Blasting AB2 pit

Beadell Resources Limited Annual Report 20116


In 2011 signicant additional drilling has been completedto both increase the resource and improve the conversionof inferred to indicate resources. A total of 30,000m ofresource drilling and 36,000m of RC grade control drillingwill be shortly be used to recalculate the resource andreserve at Tucano.

Beadell recently purchased a Scramm 685 RC rig whichhas just arrived in Brazil. The RC rig has the capabilityof drilling up to 500m deep RC holes and will be usedextensively at Tucano for drilling out the 7km strikelength of the main trend as well as regional targets,grade control and iron ore.

Outstanding new results were received from all the maindeposits along the 7km Tucano trend including Tap AB,14m @ 19.9g/t gold, 18.6m @ 12.5g/t gold and 17.6m@ 11.6g/t gold.

A new discovery was made at Tap Sul, located along thesouthern strike extension of the Tap AB deposit. Resultsincluded 6m @ 14g/t gold and 4.6m @ 10.2g/t gold.

The Tucano region is considered highly prospective foradditional discoveries and resource extensions along themain 7km long Tucano trend. A major drilling program isunderway aiming to increase the resource by targetinga 3Moz addition from the current 4.3Moz JORC resourcebase.

One of the most highly prospective targets is theUrucum Deeps area which will become the focus ofan Underground scoping study in 2012. Recent drillingresults including FD1315, 43m @ 4.8g/t gold including23m @ 7.8g/t gold and FD1346, 4m @ 17.5g/t goldand 9m @ 16.2g/t gold , highlight this potential. The drillresult in FD1346 is considered to be highly signicantrepresenting the deepest drill intersection at the 2.5MozUrucum deposit, and remaining completely openat depth.


Figure 3 Longsection Urucum gold deposit


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Blasting AB2 pit

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CIL tanks at completed height

Tap AB2 gold and iron ore open pitWelding CIL tank


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Mining at Tap AB


Beadells in-pit blast hole Drill Rig

Iron Ore

The Tucano gold project is highly unique in that signicantdeposits of Itabirite Iron ore are coincident with the goldmineralisation.

A large operating Iron Ore beneciation plant is locatedapproximately 2km south of the Tap AB gold deposit withiron ore mined from the same Banded Iron Formationthat hosts the gold mineralisation.

In August 2011, Beadell announced a maiden iron oreresource of 209Mt @ 36.1% Fe . Potential extensionsfrom Tap Sul and Tap Leste areas alone are estimatedto contain an additional 120-180Mt of itabirite iron ore (1).

Extensive drilling and resampling of gold holes wascompleted in 2011 at Tap Sul and Tap Leste and theresults of this are currently being updated into a new ironore resource.

Large quantities of iron ore is located both within the goldore and within the optimised gold pits. Beadell is currentlystockpiling high grade iron ore and has in excess of250,000t @ 42% Fe located near the mining concessionboundary. Iron ore is currently treated as waste in themining schedule and pit optimisations and the potentialfuture sale of this material will have a material impact onthe economics of the entire gold project.


(1) The potential quantity and grade related to Exploration Targets in this report is concept ual in nature as there has been insufci ent exploration to dene aMineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.


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Beadell has completed extensive metallurgical testworkon the iron in the gold ores. The results highlight that ahigh grade iron concentrate can be extracted at the backend of the gold plant prior to discharge into the tailingsdam. Testwork indicates that a conventional magneticseparation plant will produce 400,000 to 500,000t of highgrade iron concentrate annually. Detailed engineeringdrawings are well advanced and long lead time items

are out for tender. With a small incremental Capexestimated to be $10-$15M a magnetic separation plantalone has the potential to reduce gold cash costs by 20-30% annually.

Under the terms of an Exploration Agreement entered intoin 2005 between Beadell Brasil Ltda and Anglo FerrousAmapa Mineracao Ltda, Anglo Ferrous has undertakenexploration for iron ore within the area of Beadells 100%owned Mining Concession (which work comprises there-assaying and some additional drilling forming part ofthe work undertaken to complete the maiden resourcedescribed above). If Anglo Ferrous wishes to mine

iron ore on Beadells existing Mining Concession, thenit must reach agreement with Beadell on terms of aJoint Operating Agreement. No such agreement has yetbeen reached.

Figure 4 Tucano Banded Iron Formation Resource and Target Location



COMMUNITY & ENVIRONMENT

The Tucano project has a long and successful historyof social development and support programs and world

class environmental governance practices.

Numerous community initiatives including the supportof local business are evident throughout the districtincluding sh farming and other agricultural grants tohelp develop small business. Trust funds have alsobeen setup for local duristrictions to fund programs thatbenet the wider community.

The Tucano site provides numerous employmentopportunities for locals who overwhelmingly fully support

the reestablishment of mining activities at Tucano.

Environmental management at Tucano has wellestablished water monitoring systems and a substantialrevegetation nursery in place. The widespread use ofhydro seeding of disturbed mining areas for rehabilitationand pit wall slope stability has been extremely successful.

View from top of Gold Circuit

Amapari River

Environmental team at workFrom left: Jos Correa and Edvaldo Soares

Tucano Accomadation

MD Peter Bowler and GM Silvano Andrade

Dispatch Room Pamella Carvalho


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Enviromental team at work Rayssa Amaral Barros; Biologist

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Enviromental team at workLoading of Track Mounted RC Rigbound for Tucano

TARTARUGA PROJECT

Total JORC inferred resources of 5.5Mt @ 1.6g/t gold for279,000 ounces exist at the project, including a higher

grade core of mineralisation of 2.1Mt @ 2.7g/t for 185,000ounces at a 1.5g/t lower cut off. The mineralisationremains open in all directions with excellent potential torapidly increase the resource with additional drilling atthe Jabuti and Rio de Ouro targets.

An aeromagnetic and radiometric survey was recentlyown with several new targets areas identied for follow

up drilling.

A large resource drilling program using the new RC drillrig is planned for the second quarter 2012



AUSTRALIA

TROPICANA EAST

The Tropicana East Project is located adjacent tothe Anglogold Ashanti/Independence Group 6.4MozTropicana gold development project, 350km north-eastof Kalgoorlie in Western Australia.

Beadell has identied a 15m long zone of highly

anomalous gold named the Hercules Shear Zone,located 60km along strike from Tropicana. The goldmineralisation is masked by approximately 30m oftransported overburden.

In December 2010, Beadell announced the discovery ofsignicant gold mineralisation at the Atlantis prospect atthe southern end of the Hercules Shear Zone. Aircoredrill results included 15m @ 24.8g/t gold and 19m @12.1g/t gold . First pass RC drilling at Atlantis in 2011determined an unexpected moderate northwest dip ofthe mineralised shear zone with RC results including 3m@ 5.8g/t gold, 2m @ 7.7g/t gold and 2m @ 24.9g/t

gold .A second zone of gold mineralisation was intersected afurther 5km to the northeast at the Hercules prospect.Results included 19m @ 1.3g/t gold, 3.3m @ 2.2g/tgold and a composite result of 10m @ 7.8g/t gold .

The Atlantis and Hercules prospects represent signicantearly stage gold discoveries, located along the 15kmlong, sparsely drilled Hercules Shear Zone.

Figure 5 Australian projects Location Plan

Figure 7 Tropicana East project showing location ofAtlantis and Hercules prospects on aeromagnetics

Figure 6 Tropicana East project showing location ofAtlantis and Hercules prospects on aeromagnetics


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Geological Survey of Western Australia eld trip to Tropicana belt

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WEST MUSGRAVE

Handpump ProspectThe Handpump prospect located in the remote WestMusgrave province of Western Australia, representsthe rst signicant gold mineralisation to be intersectedin the entire Musgrave block. Gold mineralisation isassociated with a rhyolite dome breccia with associatedpotassic alteration.

Additional tenure has been secured in the area andrst pass exploration sampling are planned to look forextensions and repetitions of the gold mineralisationidentied to date.

Skirmish Hill JV

The Skirmish Hill project covers an area of 560km 2 inthree contiguous granted tenements 80km south-east of BHPBs Nebo-Babel nickel deposit. The projectis considered highly prospective for nickel sulphide,platinum group elements, and copper-gold mineralisation.

Joint Venture partners Anglo American will completerst pass RC drill testing of geophysical and geochemicalanomalies in the near furure.

LAKE MACKAY

Joint venture partners, Meteoric Resources Ltd haveidentied several strong aeromagnetic anomaliesconsidered to be excellent IOCG targets at Lake Mackay.Follow up work is being planned.

VICTORIA

Reedy Creek Project

A JORC inferred resource of 609 000t @ 2.4g/t gold for47,000 ounces of gold exists at the Reedy Creek project.Gold and antimony mineralisation is associated withdolerite dyke host with mineralisation open at depth andexcellent potential to dene additional ore shoots within

the 800m strike between Golden Dyke and Apollo.

Geological Survey of Western Australia eld

trip to Tropicana belt



In 2011, Beadell announced increased JORC resources totalling 96.6Mt @ 1.5g/t gold for 4.6Moz , a maiden goldreserve of 26.4Mt @ 1.47g/t gold for 1.25Moz at Tucano in Brazil and a maiden JORC Iron ore resource of 209Mt @

36.1% Fe at Tucano (Table 1).

Gold Resources

Brazil Measured Indicated Inferred Total

Tonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

TucanoUrucum 3036 1.21 118 4708 1.43 217 7744 1.34 335Tapereba AB 4712 1.88 284 1985 1.32 84 6697 1.71 369Tapereba C 1699 1.39 76 1835 1.04 61 3534 1.21 137Tapereba D 1124 1.22 44 287 1.58 15 1411 1.29 59Duckhead 115 17.06 63 115 17.06 63Total Oxide 10571 1.54 522 8930 1.53 440 19501 1.54 962Urucum 21049 1.62 1095 19974 1.67 1071 41023 1.64 2165Tapereba AB 7837 1.23 309 10755 1.47 509 18591 1.37 817Tapereba C 318 1.25 13 2665 1.25 107 2983 1.25 120Tapereba D 401 1.09 14 592 1.2 23 993 1.16 37Total Primary 29605 1.50 1431 33986 1.26 1709 63591 1.54 3139Spent Ore 5808 0.85 159 5808 0.85 159Low Grade 1545 0.95 47 1545 0.95 47Total Stockpile 7353 0.87 206 7353 0.87 206Total Tucano 7353 0.87 206 40176 1.51 1953 42916 1.56 2150 90445 1.48 4308Tartaruga 5500 1.6 279 5500 1.6 279Total Brazil 7353 0.87 206 40176 1.51 1953 48416 1.56 2429 95945 1.49 4587

Australia Measured Indicated Inferred TotalTonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

Tonnes('000)

Gradeg/t Au

Ounces('000)

Reedy Creek 609 2.4 47 609 2.4 47

Beadell Total 7353 0.87 206 40176 1.51 1953 49025 1.57 2476 96554 1.49 4634

Gold Reserves

Tucano Proved Probable Total Cut-off

Tonnes(million)

Gradeg/t Au

Ounces('000)

Tonnes(million)

Gradeg/t Au

Ounces('000)

Tonnes(million)

Gradeg/t Au

Ounces('000)

Gradeg/t Au

Urucum Oxide 3.2 1.21 124 3.2 1.21 124 0.63

Tapereba AB Oxide 2.5 2.14 173 2.5 2.14 173 0.60

Tapereba C Oxide 1.1 1.53 53 1.1 1.53 53 0.64

Tapereba D Oxide 0.3 1.30 12 0.3 1.3 12 0.37

Total Oxide 7.1 1.59 362 7.1 1.59 362 0.61

Urucum Sulphide 9.8 1.69 534 9.8 1.69 534 0.72

Tapereba AB Sulphide 1.8 2.17 127 1.8 2.17 127 0.68

Tapereba C Sulphide 0.3 1.77 15 0.3 1.77 15 0.72

Tapereba D Sulphide 0.0 1.97 2 0 1.97 2 0.45

Total Sulphide 11.9 1.76 677 11.9 1.76 677 0.71

Spent Ore 5.8 0.85 159 5.8 0.85 159

Low Grade 1.5 0.95 47 1.5 0.95 47Total Stockpiles 7.4 0.87 206 7.4 0.87 206

Total Tucano 7.4 0.87 206 19 1.70 1039 26.4 1.47 1245 0.65

RESOURCE & RESERVES


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Iron Ore Resources

Tucano > 25% Fe cut off

Resource ClassTonnes(million)

Fe%

SiO 2%

Al2O 3%

TiO2%

P%

Mn%

K2O% LOI

Colluvium

Measured 0.1 40.4 18.9 13.4 1.1 0.05 0.3 0.0 10.5

Indicated 17.4 37.4 23.1 10.9 0.7 0.07 1.2 0.1 8.9

Inferred 14.3 38.5 23.5 8.9 0.5 0.08 2.0 0.1 8.4

Total 31.7 37.9 23.2 10.0 0.6 0.07 1.5 0.1 8.7

Friable Oxide

Measured 2.6 41.0 25.4 5.1 0.3 0.13 2.4 0.1 5.0

Indicated 44.3 39.1 27.7 6.7 0.4 0.11 1.9 0.2 5.3

Inferred 101.4 34.8 29.6 9.4 0.3 0.16 2.1 0.4 7.8

Total 148.4 36.229.0 8.5 0.2 0.14 2.0 0.1 7.0

Friable Transitional

Measured 0.2 30.3 45.8 0.9 0.1 0.08 0.4 0.1 0.2

Indicated 10.9 28.8 44.6 1.0 0.1 0.09 0.7 0.1 1.0

Inferred 18.1 36.5 25.8 6.1 0.1 0.16 2.7 0.3 5.1

Total 29.1 33.6 32.9 4.1 0.1 0.14 1.9 0.1 3.6

Total Tucano

Measured 2.9 40.4 26.5 5.0 0.3 0.13 2.2 0.1 4.8

Indicated 72.5 37.2 29.1 6.8 0.4 0.10 1.5 0.1 5.5

Inferred 133.7 35.4 28.5 8.9 0.2 0.15 2.1 0.1 7.5

Total 209.1 36.1 28.7 8.1 0.2 0.13 1.9 0.1 6.8

Competency Statement

Gold Resources

Mineral resources were calculated using Ordinary Kriging (OK) methodology.The resources have been reported using a 0.5 g/t lower cut off. Top cuts varybetween lodes and deposits, according to the statistical distributions of thegrades. The resources have been divided into oxide and primary domains. Forthe purposes of reporting, the transitional material has been included as oxide.

The information in this report relating to Tucano Exploration Results, MineralResources or Ore Reserves is based on information compiled by Mr DanielGuibal who is a member of the Australian Institute of Mining and Metallurgy andhas sufcient exploration experience which is relevant to the various styles ofmineralisation under consideration to qualify as a Competent Person as denedin the 2004 Edition of the Australian Code for Repo rting of Exploration Results,Mineral Resources and Ore Reserves. Mr Guibal is a full time employee ofSRK and he consents to the inclusion in the report of the matters based on hisinformation in the form and context in which it appears.

The information in this report re lating to Tartaruga and Reedy Creek ExplorationResults, Mineral Resources or Ore Reserves is based on information compiledby Mr Robert Watkins who is a member of the Australian Institute of Miningand Metallurgy and has sufcient exploration experience which is relevantto the various styles of mineralisation under consideration to qualify as aCompetent Person as dened in the 2004 Edition of the Australian Code forReporting of Exploration Results, Mineral Resources and Ore Reserves. MrWatkins is a full time employee of Beadell Resources Ltd and he consents tothe inclusion in the report of the matters based on his information in the formand context in which it appears.

Gold Reserves

The information in this report relating to Open Pit Gold Ore Reserves isbased on information compiled by Mr Sjoerd Rein Duim who is a memberof the Australian Institute of Mining and Metallurgy and who has sufcientexperience which is relevant to the styles of mineralisation and type of depositunder consideration and to the activity which he is undertaking to qualify as aCompetent Person as dened in the 2004 Edition of the Australasian Code for

Reporting of Exploration Results, Mineral Resources and Ore Reserves. MrDuim is a full time employee of SRK Consulting and consents to the inclusionin the report of the matters based on his information in the form and contextin which it appears. The information in this report relating Stockpile Gold OreReserves is based on information compiled by Mr Robert Watkins who is amember of the Australian Institute of Mining and Metallurgy and has sufcient

exploration experience which is relevant to the various styles of mineralisationunder consideration to qualify as a Competent Person as dened in the 2004Edition of the Australasian Code for Reporting of Exploration Results, MineralResources and Ore Reserves. Mr Watkins is a full time employee of BeadellResources Ltd and he consents to the inclusion in the report of the mattersbased on his information in the form and context in which it appears.

Iron Resources

Mineral resources were calculated using Ordinary Kriging (OK) methodology.The resources have been reported using a 25% Fe lower cut off. All MineralResources are stated as wet metric tonnes, assays in dry basis.

The information in this report relating to Tucano Mineral Resources or OreReserves is based on information compiled by Mr Daniel Guibal who is amember of the Australian Institute of Mining and Metallurgy and has sufcient

exploration experience which is relevant to the various styles of mineralisationunder consideration to qualify as a Competent Person as dened in the 2004Edition of the Australian Code for Reporting of Exploration Results, MineralResources and Ore Reserves. Mr Guibal is a full time employee of SRK and heconsents to the inclusion in the report of the matters based on his informationin the form and context in which it appears.

The information in this report relating to Exploration targets is based oninformation compiled by Mr Robert Watkins who is a member of the AustralianInstitute of Mining and Metallurgy and has sufcient exploration experiencewhich is relevant to the various styles of mineralisation under consideration toqualify as a Competent Person as dened in the 2004 Edition of the AustralianCode for Reporting of Exploration Results, Mineral Resources and OreReserves. Mr Watkins is a full time employee of Beadell Resources Ltd and h econsents to the inclusion in the report of the matters based on his informationin the form and context in which it appears.

Under the terms of an Exploration Agreement entered into in 2005 betweenBeadell Brasil Ltda and Anglo Ferrous Amapa Mineracao Ltda, Anglo Ferroushas undertaken exploration for iron ore within the area of Beadells 100%

owned Mining Concession (which work comprises the re-assaying andsome additional drilling forming part of the work undertaken to complete themaiden resource described above). If Anglo Ferrous wishes to mine iron oreon Beadells existing Mining Concession, then it must reach agreement withBeadell on terms of a Joint Operating Agreement. No such agreement has yetbeen reached.



Interests in mining tenements.

At the date of the Directors Report, the Companys interests in signicant mining and exploration tenements wereas follows:

TENEMENT SCHEDULE

Location Description Area(Km 2)Interest

%

Lake MacKay (WA) E80/3820 63.6 30

Lake MacKay (WA) E80/3821 63.6 30

Lake MacKay (WA) E80/3822 63.6 100

Lake MacKay (WA) E80/3823 232.1 30

Reedy Creek (VIC) EL 4460 71 100

Reedy Creek (VIC) EL 4987 485 100

Naretha West (WA) E28/2175 358.4 100

Brazil, Tucano 858062/1995 898.241 100

Brazil, Tartarugalzhino DNPM. 851.439/1980 96 100

Brazil, Tucano 858092/1996 1.2393 100

Brazil, Tucano 858263/1996 969.063 100

Brazil, Tucano 858264/1996 100 100

Brazil, Tucano 858265/1996 100 100

Brazil, Tucano 858000/1998 788.408 100

Brazil, Tucano 858010/1999 93.088 100

Brazil, Tucano 858010/1999 863.436 100

Brazil, Tucano 858012/1999 137.685 70

Brazil, Tucano 858038/1999 36.4799 100

Brazil, Tucano 858073/2001 2.9142 100

Brazil, Tucano 858052/2002 806.479 70

Brazil, Tucano 858053/2002 262.134 100

Brazil, Tucano 858060/2002 88.0941 100

Brazil, Tucano 858012/2003 982.885 70

Brazil, Tucano 858013/2003 22.659 100

Brazil, Tucano 858037/2003 311.072 100

Brazil, Tucano 858042/2003 0.1278 100

Brazil, Tucano 858013/2004 832.944 100

Brazil, Tucano 858016/2004 487.078 100

Brazil, Tucano 858017/2004 252.746 100Brazil, Tucano 858054/2004 9.714 100

Brazil, Tucano 858062/2004 839.939 100

Brazil, Tucano 858086/2004 4.9554 100

Brazil, Tucano 858114/2004 0.6903 100

Brazil, Tucano 858065/2005 93.229 100

Brazil, Tucano 858001/2006 0.0078 100

Brazil, Tucano 858068/2006 0.0139 100

Brazil, Tucano 858001/2007 5.5622 100

Brazil, Tucano 858049/2007 47.315 100

Brazil, Tucano 858078/2007 0.4984 100


Brazil, Tucano 858077/2009 12.393 100

Brazil, Tucano 858046/2009 262.134 70

Location Description Area(Km 2)Interest

%

Tropicana (WA) E38/1913 467 100

Tropicana (WA) E39/1215 416.9 100

Tropicana (WA) E69/2585 210.2 100

Musgrave (WA) E69/2066 216 100

Musgrave (WA) E69/2067 216 100

Musgrave (WA) E69/2150 215.4 100

Naretha (WA) E28/2174 557.2 100

Zanthus (WA) E28/2215 560 100

Musgrave (WA) E69/2151 215.4 100

Musgrave (WA) E69/2152 129.3 100

Musgrave (WA) E69/2780 606.9 100

Musgrave (WA) E69/2781 411.8 100

Brazil, Tucano 3264/1953 27.4058 100

Brazil, Tucano 2757/1959 5 100

Brazil, Tucano 801225/1977 0.1406 100

Brazil, Tucano 851528/1980 0.7646 100

Brazil, Tucano 850852/1987 34.53 70

Brazil, Tucano 850853/1987 80.6479 100

Brazil, Tucano 850857/1987 917.385 70

Brazil, Tucano 850858/1987 74.1148 70

Brazil, Tucano 850859/1987 99.08 100

Brazil, Tucano 850860/1987 88.094 100

Brazil, Tucano 850863/1987 100 100

Brazil, Tucano 850864/1987 83.9939 100

Brazil, Tucano 850865/1987 61.9873 70

Brazil, Tucano 850866/1987 449.407 70

Brazil, Tucano 851676/1992 397.141 100

Brazil, Tucano 852730/1993 447.208 100


Brazil, Tucano 851766/1994 898.286 100

Brazil, Tucano 851770/1994 474.661 100

Brazil, Tucano 851771/1994 875.006 100

Brazil, Tucano 852336/1994 91.904 100

Brazil, Tucano 855033/1994 32.623 100

Brazil, Tucano 855037/1994 228.902 70

Brazil, Tucano 855399/1994 100 100

Brazil, Tucano 858017/1995 64.377 100

Brazil, Tucano 858050/1995 930.009 100


Brazil, Tucano 858045/2009 100 100

Brazil, Tucano 858078/2009 982.885 70


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Mr Peter Bowler

Dip Farm Management (Hons)Managing Director

Appointed 3 May 2007

Mr Bowler has most recently been the Managing Director of AgincourtResources Ltd and was instrumental in driving its rapid growth. He wasalso a founding Director of Nova Energy Ltd. As Managing Director ofAgincourt Resources Ltd, he facilitated the takeover by Oxiana Ltd inApril 2007. Mr Bowler was previously the Director of Operations forAgincourt Resources Ltd and responsible for all facets of the WilunaGold Operation including contract negotiations, overseeing feasibilitystudies, employee health and welfare, completion of sensitiveheritage clearances with local indigenous communities, environmentalmanagement and business development.

Mr Robert Watkins

BSc (Hons), MAusIMMExploration Director

Appointed 3 May 2007

Mr Watkins is the former Exploration Manager for Agincourt ResourcesLtd and has over 20 years exploration experience in Australia, Brazil,

Indonesia and Africa where he has a track record of exploration success.

2. COMPANY SECRETARY

Mr Gregory Barrett CA, FFin, B.Comm has held the position of company secretary since 2007. Mr Barrett hasover 20 years management, corporate advisory, nance and accounting experience working for several listed andunlisted public companies for which he has held the role as company secretary for over 15 years. He is the formernance executive and Company Secretary for Agincourt Resources Ltd and had previously worked for KPMGbefore specialising in the mining industry. Mr Barrett is also the Companys Chief Financial Ofcer.

3. DIRECTORS MEETINGS

The number of directors meetings and number of meetings attended by each director in the capacity of directorof the Company from beginning to end of the period are:

Audit Committee

MeetingsRemuneration & Nomination

Committee Meetings Board MeetingsDirector A B A B A B

Mr Craig Readhead 2 2 1 1 12 12Mr Jim Jewell 2 2 1 1 12 12Dr Michael Donaldson 2 2 1 1 10 12Mr Peter Bowler - - - - 12 12Mr Robert Watkins - - - - 11 12

A Number of meetings attended B Number of meetings held while in ofce

4. CORPORATE GOVERNANCE STATEMENT

This statement outlines the main corporate governance practices in place throughout the period, which complywith the ASX Corporate Governance Council recommendations, unless otherwise stated.

4.1 BOARD OF DIRECTORS

Role of the board

The Boards primary role is the protection and enhancement of long-term shareholder value and to this end theCompany has established functions reserved to the board and those delegated to senior executives, as set out inthe Boards Charter located on the Companys website (www.beadellresources.com.au). In summary; The Board is responsible for the overall corporate governance of the Group including formulating its strategic

direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing andcreating succession policies for directors and senior executives, establishing and monitoring the achievementof managements goals, ensuring the integrity of internal control and management information systems andapproving and monitoring nancial and other reporting.

DIRECTORS REPORTFor the year ended to 31 December (continued)

1. DIRECTORS (CONTINUED)


21/8819

The Board has delegated responsibility for theoperation and administration of the Company to the

Managing Director and the executive managementteam. The Board Charter supports this delegationof responsibility by formally dening the specicfunctions reserved for the Board and those mattersdelegated to management.

The Companys Statement on Board and ManagementFunctions is available on the Companys website.

Board processes

To assist in the execution of its responsibilities the Boardhas established an Audit Committee and a Remunerationand Nomination Committee. These committees have

written mandates and operating procedures, which arereviewed as necessary.

The Board regularly and closely monitors the Companysnancial performance and ensures that accurate andtimely reporting systems are established.

The Board has implemented internal proceduresdesigned to provide reasonable assurance as to theeffectiveness and efciency of operations, the reliabilityof nancial reporting and compliance with relevant lawsand regulations.

The full Board holds 12 scheduled meetings each year,

plus strategy meetings and any extraordinary meetingsat such other times as may be necessary to address anyspecic signicant matters that may arise. No Directorparticipates in any deliberation regarding his ownremuneration or related issues.

The agenda for meetings is prepared in conjunctionwith the Chairman, Executive Directors and CompanySecretary. Standing items include the nancial reports,strategic matters, governance and compliance.Submissions are circulated in advance. Executives areregularly involved in board discussions and directors arein continual contact with the wider group of employees.

Independent professional advice and access tocompany information

Each director has the right of access to all relevantCompany information and to the Companys executivesand, subject to prior consultation with the Chairman,may seek independent professional advice from asuitably qualied adviser at the Groups expense. Thedirector must consult with an advisor suitably qualiedin the relevant eld, and obtain the Chairmans approvalof the fee payable for the advice before proceedingwith the consultation. A copy of the advice received bythe director is made available to all other members ofthe board.

Composition of the board

The names of the directors of the Company in ofce atthe date of this report are set out in the Directors reportin Section 1 of this report. The composition of the boardis determined using the following principles:

a minimum of 3 directors, but no more than 10directors,

a maximum period of 3 years service, eligible forre-election,

one third of all directors must retire at each annualgeneral meeting, and are eligible for re-election.

The Boards policy for determining the selection and

appointment of new directors includes consideration of:

the quality of the individual,

background of experience and achievement,

compatibility with other Board members,

credibility within the Groups scope of activities,

intellectual ability to contribute to Boards duties, and;

physical ability to undertake Boards duties andresponsibilities.

The Board aims to achieve differing skills, expertise and

diversity in its composition.

Directors are initially appointed by the full Board subjectto election by shareholders at the next general meeting.

The Board supports the principle of having a majorityof independent directors. However, it is mindful that inthe early stages of the Companys development othercompeting priorities which may impact on the Boardsstructure could be of greater importance, in termsof increasing shareholder value, than having a Boardconsisting of a majority of independent directors.

The Chairman is a non-executive independent director.

4.2 REMUNERATION ANDNOMINATION COMMITTEE

The Remuneration Committee reviews and makesrecommendations to the Board on remunerationpackages and policies applicable to the executive ofcersand Directors of the Company and other executives ofthe Group. It is also responsible for matters regardingappointment and induction processes for directors andcommittee members and succession planning.




4.2 REMUNERATION AND NOMINATIONCOMMITTEE (CONTINUED)

The members of the Remuneration and NominationCommittee during the period were:

Mr C Readhead (Chairman) Independent Non Executive

Dr M Donaldson Independent Non Executive

Mr M Jewell Non Executive

The Board policy is that the Remuneration andNomination Committee will comprise of three NonExecutive Directors. The Committee consists of amajority of independent directors. The Companysdirectors and executive ofcers may be invited toRemuneration and Nomination Committee meetings,as required, to discuss director and senior executivesperformance and remuneration packages.

No Director or executive ofcer may participate duringdiscussions regarding the determination of their ownremuneration package at Committee meetings.

The Remuneration and Nomination Committee meetsat least once per year and additionally as required.The Committee met during the period and committeemembers attendance record is as disclosed insection 3 of this report. The Remuneration andNomination Committee Charter is available on theCompanys website.

4.3 REMUNERATION REPORT AUDITED

4.3.1 Principles of compensation audited

Key management personnel have authority andresponsibility for planning, directing and controllingthe activities of the Group, including directors of theCompany and other executives. Key managementpersonnel comprise the directors of the Company andexecutives of the Group.

Compensation levels for key management personneland secretaries of the Group are competitively set toattract and retain appropriately qualied and experienceddirectors and executives. The Board of Directorsdetermines compensation packages of the Group giventrends in comparative companies and the objectives ofthe Groups compensation strategy.

The compensation structures explained below aredesigned to attract suitably qualied candidates, rewardthe achievement of strategic objectives, and achieve the

broader outcome of creation of value for shareholders.The compensation structures take into account:

the capability and experience of the key managementpersonnel,

the key management personnels ability to controlthe relevant segments performance,

the Groups performance regarding exploration and/ or acquisition success as reected by growth in shareprice and delivering constant returns on shareholderwealth.

Compensation structures may include xed andperformance linked compensation and share basedpayments.

Fixed compensation

Fixed compensation consists of base compensation(which is calculated on a total cost basis and includesany FBT charges), as well as employer contributions tosuperannuation funds.

Performance linked compensation

Performance linked compensation includes both shortterm and long term incentives, and is designed toreward key management personnel for meeting orexceeding their nancial and personal objectives. Theshort term incentive and long term incentive programsare described below.

Short term incentive program cash bonuses Each year the Remuneration and Nomination Committeedetermines if any cash bonuses will be provided to keymanagement personnel and if so, what performancehurdles that must be achieved in order for bonuses tobecome payable. Performance hurdles are chosen thatalign the individuals reward with the Groups strategyand performance.

Performance hurdles currently include achievement ofconstruction and operational milestones within timeperiods and budgets determined by the Remunerationand Nomination Committee.

Long term incentive program share based payments

Each year the Remuneration and Nomination Committeedetermines if any share based payments will be providedin the form of options over ordinary shares of theCompany under the rules of the Employee Share OptionPlan (ESOP).

Terms of ESOP

Key terms of the ESOP include:

options are issued at no cost to directors

and employees, directors may limit the total number of options which

may be exercised under the ESOP in any year, options shall lapse upon the earlier of;

DIRECTORS REPORTFor the year ended to 31 December 2011 (continued)


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25/8823

4.3.3 Cash bonuses included in remuneration audited

Details of cash bonuses included as remuneration for each relevant Key Management Person are detailed below.

Included inremuneration

SuperannuationVested in period Total

$ $ $

12 months ended 31 December 2011

DirectorsMr Bowler 98,000 100% -%Mr Watkins 52,000 100% -%ExecutivesMr Barrett 52,000 100% -%

Mr Andrade 58,055 100% -%

No cash bonuses have been awarded to key management personnel in prior periods. Amounts included in remunerationfor the period represent the amount that vested based on achievement of personal goals and satisfaction of speciedperformance criteria. No amounts vest in future periods in respect of bonus schemes for the period.

4.3.4 Options over equity instruments granted as compensation audited

All options refer to options over ordinary shares of the Company, which are exercisable on a one for one basisaccording to the rules of the ESOP.

Exercise of options

No options granted as compensation were exercised during the period nor comparative period.

Forfeiture of options

Mr Torresinis 750,000 options were forfeited during the period due to failure to meet vesting conditions. No otheroptions lapsed during the period, nor comparative period.

Vesting of options

All options granted have vested as at the end of the period, with the exception of 400,000 options granted to MrAndrade. 200,000 options granted to Mr Andrade vest on 12 July 2012 and the remaining 200,000 vest on 12 July 2013.

Grant of options since the end of the period

No options have been granted to key management personnel since the end of the period.

Details of options granted as compensation

Details of options over ordinary shares in the Company that were granted as compensation to each Key ManagementPerson during the reporting period and details on options that vested or were forfeited are presented in the table4.3.6. All options have been provided at no cost to recipients.

Modication of terms

No terms of options granted to key management personnel as compensation have been altered or modied duringthe period or the prior period.

4.3.5 Payments to persons before taking ofce audited

There were no payments made to persons before taking ofce during the period.



Options that vested to directors and Mr Barrett in the period were subject service conditions and performancehurdles in the form of a one year service period from grant date and a decision to mine at the Tucano Gold Project.Both the service condition and performance hurdle were satised in respect of these options. Options the vestedto Mr Andrade contained only service conditions, which were satised.



4.3 REMUNERATION REPORT AUDITED4.3.6 Options over equity instruments granted as compensation:

vesting, forfeiture and exercise audited

Options granted prior period

Numberof options

granted

% vestedin current

period

% forfeitedin current

period

12 Months ended 31 December 2011

Directors

Mr Readhead, Chairman 1,000,000 100% -%

Mr Jewell 500,000 100% -%

Dr Donaldson 500,000 100% -%

Mr Bowler 10,000,000 100% -%

Mr Watkins 5,000,000 100% -%

Executives

Mr Barrett 5,000,000 100% -%

Mr Andrade - -% -%

Mr Torresini 750,000 -% 100%

6 months ended 31 December 2010

DirectorsMr Readhead - -% -%

Mr Jewell - -% -%

Dr Donaldson 500,000 -% -%

Mr Bowler 500,000 -% -%

Mr Watkins 500,000 -% -%

Executives

Mr Barrett 500,000 -% -%

Mr Torresini - -% -%


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4.4 AUDIT COMMITTEE

The Audit Committee has a documented charter,approved by the Board. The Committee must haveat least three members; all members must be nonexecutive directors with a majority being independent.The Committee advises on the establishment andmaintenance of a framework of internal control andappropriate ethical standards for the management ofthe Group.

The members of the Audit Committee during the yearwere:

Mr Readhead, B.Juris, LL.B Independent Non Executive Chairman

Dr Donaldson, BA (Hons) PhD Independent Non Executive

Mr Jewell, B.Eng (Hons) Non Executive

The external auditors are invited to all Audit Committeemeetings. Directors and executives of the Companymay also be invited to committee meetings, at thediscretion of the Committee. The Committee met onceduring the period and committee members attendanceis disclosed in section 3. The Audit Committee Charteris available on the Companys website.

4.5 RISK MANAGEMENT

The Companys risk management system incorporatesall policies, processes and practices established bymanagement and/or the Board to provide reasonableassurance that:

established corporate strategies and objectivesare met;

risks are identied, assessed and adequatelymonitored and managed;

signicant nancial, managerial and operating

information is accurate, relevant, timely and reliable; material changes to the Companys risk management

prole are promptly identied; and

policies, standards, procedures and applicable laws,regulations and licences are complied with.

The Companys risk management policy is available onthe Companys website. The Groups risk managementsystem is summarised below.

Oversight of the risk management system

All members of the Board are responsible for the

oversight of risk management and internal controls tomanage the Companys material business risks. Thedesign, implementation and day to day responsibilitiesof the risk management strategy and internal control

system rest with management. The Audit Committee isresponsible for reviewing the Groups risk management

systems and internal nancial control systems.

Reporting of risk management

The Managing Director reports on risk management,using an exception reporting basis as required, to thefull Board as part of his report to directors at eachBoard meeting.

The Managing Director reports annually to theBoard regarding the effectiveness of the Companysmanagement of its material business risks (refer belowStatement on management of risks).

Risk Management StrategyThe Groups business is subject to general risks andcertain specic risks. In accordance with the GroupsRisk Management Policy, the Group has:

identied strategic risks that may impact upon theGroups business;

assessed and prioritised those risks, and;

developed and implemented a Risk ManagementStrategy to manage the effects of identiedmaterial risks.

The Board of Directors has overall responsibility for theestablishment and oversight of the Risk ManagementStrategy as required by the Risk Management Policy.

Risk management and internal control

The Group has designed and implemented an internalcontrol system to mitigate material risks, however,the Board recognises that no cost-effective internalcontrol system will preclude all errors and irregularities.The following is a summary of the key internal controlsystems the Group has in place:

Financial

There is a budgeting system with a budget approvedannually by the Board of Directors. Monthly actualresults (including comparison to budget) are reported tothe Board monthly. Revised forecasts for the year areprepared when facts and circumstances assumed in thebudget have materially changed. The Group reports itsnancial results to shareholders on a half yearly basis.

Practices have been established to ensure businesstransactions and commitments are properly authorisedand executed and nancial exposures are controlled.

The Group is exposed to credit, liquidity and marketrisks. Management monitors and manages the nancialrisks relating to the operations of the Group throughregular reviews of the Groups exposure to these risks.



29/8827

The Group uses derivatives to limit its exposures tomarket risks. Hedging programs must be undertaken in

compliance with the Groups Approved Hedging Policy.In summary, the Approved Hedging Policy governs andapproves;

hedging counterparties,

hedging instruments that may be used,

mandatory hedging limits,

discretionary hedging limits,

time periods of hedging programs, and;

minimum hedging prices.

Valuations of hedging programs are performed andreported to the Board monthly.

Further details of the Companys policies relating tonancial risk management can be found at note 4 of thenancial statements.

Health, safety and environmental

The Companys projects are subject to regulationsregarding health, safety and environmental matters. Thegovernments and other authorities that administer andenforce these laws determine requirements.

The Group intends to conduct its activities in aresponsible manner and in accordance with applicablelaws to this end the Group has established health, safetyand environmental policies and divisions to implementand monitor compliance activities.

Health, safety and environmental monitoring andcompliance is reported to the Board monthly. The Boardis not aware of any signicant breaches during the periodcovered by this report.

Quality and integrity of personnel

Formal appraisals of all employees are conducted atleastannually. Training and development and appropriateremuneration and incentives are designed to attract highquality employees while retaining and advancing existingemployees.

The Group has also established a Code of Conduct whichall directors and employees must comply with. The codeis widely available and can be viewed on the Groupswebsite (www.beadellresources.com.au)

Insurances

The Group maintains a suite of insurances which arereviewed annually or as appropriate. External expertsare engaged annually to review the Groups current andanticipated insurance requirements.

Statement on nancial reports

The Managing Director and the Chief Financial Ofcerhave declared in writing to the Board that the Groupsnancial reports are founded on a sound system of riskmanagement and internal control, and that the systemis operating effectively in all material respects in relationto nancial risks. The Groups corporate governancepolicies require this statement is be made annually.

Statement on management of risks

The Managing Director has declared in writing to theBoard that a risk management framework and internalcontrol system has been designed and implementedto manage the Groups material business risks, anymaterial failures of the risk management framework orinternal control system have been noted and if the riskmanagement framework and internal control system hasoperated effectively, in all material respects, in mitigatingthe Groups material business risks. The Groupscorporate governance policies require this statement isbe made annually.

Assessment of effectiveness ofrisk management

Due to the size and scope of the Companys activitiesthe Board has not established an internal auditdepartment. The Audit Committee is responsible forassessing the effectiveness of the Groups complianceand control systems.

4.6 ETHICAL STANDARDS

All directors, managers and employees are expected toact with the utmost integrity and objectivity, striving atall times to enhance the reputation and performance ofthe Group. To this end, the board has established a codeof conduct.

The Board reviews the Code of Conduct regularly andprocesses are in place to promote and communicateits requirements. Every employee has a supervisorto whom they may refer any issues arising from theiremployment.

Code of conduct

The Group has advised each director, manager andemployee that they must comply with the GroupsCorporate Code of Conduct. The code may be viewedon the Companys website, and covers the following:

commitment of the Board and management to thecorporate code of conduct;

responsibilities to shareholders and the nancial

community generally to increase shareholder valuewithin an appropriate framework which safeguardsthe rights and interests of the Companysshareholders and the nancial community;



4.6 ETHICAL STANDARDS (CONTINUED)

compliance with systems of control and accountabilitywhich the Company has in place as part of itscorporate governance with openness and integrity;

responsibilities to clients, customers and consumersto comply with all legislative and common lawrequirements which affect the Companys business,in particular those in respect of occupationalhealth and safety, the environment, native title andcultural heritage;

employment practices so that the best available staffand consultants with appropriate skills are recruitedto ll vacant positions and to ensure a safe workplace and maintain proper occupational health andsafety practices commensurate with the nature ofthe Companys business and activities;

responsibilities to the community to recognise,consider and respect environmental issues whicharise in relation to the Companys activities andcomply with all applicable legal requirements;

responsibilities to the individual to recognise andrespect the rights of individuals and to the best ofthe Companys ability will comply with the applicablelegal rules regarding privacy, privileges, private andcondential information;

obligations relative to fair trading to deal with othersin a way that is fair and will not engage in deceptivepractices;

conicts of interest;

compliance with the code so that any breach ofcompliance is reported as appropriate;

periodic review of the code, and;

code of conduct for executives, covering;

a) active promotion of the highest standards ofethics and integrity,

b) disclosure of any actual or perceived conicts ofinterest of a direct or indirect nature,

c) respecting the condentiality of information,

d) dealing with the Companys customers,suppliers, competitors and each other,

e) protection of the assets of the Company,

f) reporting any breach of the code of conduct tothe Chairman.

Conict of interest

The Board, management and employees must notinvolve themselves in situations where there is a realor apparent conict of interest between them asindividuals and the interest of the Group. Where a realor apparent conict of interest arises the matter shouldbe brought to the attention of the Chairman in the caseof a board member, the Managing Director in the caseof a member of management and a supervisor in thecase of an employee, so that it may be considered anddealt with in an appropriate manner for all concerned.Details of director related entity transactions with theCompany and the Group are set out in note 29 of thenancial statements.

Trading in Company securities by directorsand employees

The Groups Securities Trading Policy is located on theCompanys website. The key elements of the policy arethat directors and employees;

must not deal in any security of the Company whilstin possession of inside information; and;

are discouraged from engaging in short term tradingof any securities of the Company.

Key Management Personnel may not deal in any securityof the Company within:

one week prior to the release of the Companysquarterly reports;

one week prior to the release of the Companys halfyear nancial results; and

one week prior to the release of the Companys fullyear nancial results.

Before trading, or giving instructions for trading in theCompanys securities, a director must:

notify the Chairman in writing of his intention to

trade; conrm that he does not hold any unpublished price

sensitive information;

have been advised by the Chairman that thereis no reason to preclude him from trading in theCompanys securities as notied; and;

comply with any conditions on trading imposed bythe Chairman.

Where the Chairman intends to trade in the Companyssecurities, he must notify and obtain clearance in theabovementioned manner from the Managing Director

before trading, or giving instructions for trading.



31/8829

In the case of any other key management personnel,they must notify and obtain clearance from the

Managing Director before trading, or giving instructionsfor trading.

Notications prior to trading must be evidenced by priorwritten communication, whether by letter, facsimile,e-mail, or other visible form of communication.

In the case of Directors only, section 205G of theCorporations Act requires that a Director must notifythe Australian Securities Exchange Limited of theacquisition or disposal of any security of the Company.A copy of any such notication should be forwarded bythe relevant Director to the Company Secretary within5 business days of a deal occurring.

4.7 COMMUNICATION WITH SHAREHOLDERS

The Company has designed a communicationspolicy for promoting effective communication withshareholders and encouraging shareholder participationat annual general meetings. The policy is available onthe Companys website and is set out below.

General Communication

The Board of Directors aims to ensure that theshareholders are informed of all major developmentsaffecting the Groups state of affairs. Information iscommunicated to shareholders as follows:

the annual report is distributed to all shareholderswho request a copy. The Board ensures that theannual report includes relevant information about theoperations of the Group during the year, changes inthe state of affairs of the Group and details of futuredevelopments, in addition to the other disclosuresrequired by the Corporations Act;

the half yearly report contains summarised nancialinformation and a review of the operations of theGroup during the period. The half year auditednancial report is prepared in accordance with the

requirements of applicable Accounting Standardsand the Corporations Act and is lodged with the

Australian Stock Exchange. The half yearly report isavailable on the Companys website and sent to anyshareholder who requests it;

the quarterly report contains summarised cash ownancial information and details about the Companysactivities during the quarter. The quarterly report isavailable on the Companys website and is sent toany shareholder who requests it;

proposed major changes in the Group which mayimpact on share ownership rights are submitted toa vote of shareholders;

the Companys website is well promoted to

shareholders and shareholders may register toreceive updates.

Company website

All of the above information is made available on theCompanys website within one day of public release,and is e-mailed to all shareholders who lodge theire-mail contact details with the Company. Information onlodging e-mail addresses with the Company is availableon the Companys website.

Participation at the annual general meeting

The Board encourages full participation of shareholdersat the Annual General Meeting to ensure a high levelof accountability and identication with the Groupsstrategy and goals. Important issues are presented tothe shareholders as single resolutions.

The shareholders are requested to vote on theappointment of directors, the granting of options andshares to directors and changes to the constitution.Copies of the constitution are available to any shareholderwho requests it.



4.8 DIVERSITY

The Board has not yet adopted a Diversity Policy. No consideration is given to gender, age or ethnicity when selectingnew employees or advancing existing employees. All prospective employees are employed and current employeesare advanced based on individual achievements, skills and expertise.

Gender representation

31 December 2011 31 December 2010

Representation Female Male Female Male

Board - 100% - 100%Key management personnel - 100% - 100%Senior management 8% 92% 17% 83%Group 8% 92% 8% 92%

Key management personnel excludes directors which are reported as part of Board representation.

4.9 DISCLOSURE

Continuous Disclosure

The Board provides shareholders with information usinga comprehensive Continuous Disclosure Policy whichincludes identifying matters that may have a materialeffect on the price of the Companys securities, notifyingthem to the ASX, posting them on the Companyswebsite, and issuing media releases. More details of thepolicy are available on the Companys website.

In summary, the Continuous Disclosure Policy operatesas follows:

the Company Secretary is responsible for allcommunications with the ASX;

any information that a reasonable person wouldexpect to have a material effect on the priceor value of the Companys securities must beimmediately advised to the ASX;

the Company acknowledges that it is not requiredto disclose information to ASX if any of thefollowing applies:

a) a reasonable person would not expect theinformation to be disclosed;

b) the information is condential, and;

c) one of the following applies:

i) it would be a breach of a law to disclosethe information;

ii) the information concerns an incompleteproposal or negotiation;

iii) the information comprises matters of

supposition or is insufciently denite towarrant disclosure;

iv) the information is generated for the internalmanagement purposes of the Company; or

v) the information is a trade secret.

ASX Listing Rule disclosures

The Company has policies to ensure compliance withASX Listing Rule disclosure. The Managing Director hasbeen appointed as the ofcer responsible for compliancewith these policies.

4.10 EXTERNAL AUDIT

The Board is responsible for the initial appointment of theexternal auditor and the appointment of a new externalauditor when any vacancy arises. Any appointment madeby the Board must be ratied by shareholders at the nextannual general meeting of the Company.

Candidates for the position of external auditor of theCompany must be able to demonstrate completeindependence from the Company and an ability tomaintain independence through the engagementperiod. Further, the successful candidate must havearrangements in place for the rotation of the auditengagement partner on a regular basis in accordancewith any legal and/or professional standards.

The Companys policy for the selection, appointmentand rotation of the Companys external auditor can befound on the Companys website.

5. PRINCIPAL ACTIVITIES

The principal activities of the Group during the periodwere:

mining and construction activities at the GroupsTucano project (Tucano) located in Northern Brazil,and;

exploration for and evaluation of mineral resources

in Australia and Brazil.

Other than the commencement of mining andconstruction activities at Tucano, there were nosignicant changes in the nature of the activities of theGroup during the period ended 31 December 2011.



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6. OPERATING RESULTS AND REVIEWOF OPERATIONS

Operating results

The loss after income tax for the twelve months ended31 December 2011 was $34,840,000 (six monthsended 31 December 2010: $14,614,000).

Review of operations

Tucano

Background

Tucano is 100% owned by the Group and is located inAmap State, Brazil. The project was acquired in April2010 and a denitive feasibility study into recommencingoperations was completed during the period.Other signicant milestones achieved included thereleases of a maiden gold and iron ore resources andgold reserve, commencement of construction andresumption of mining at Tucano.

Denitive Feasibility Study (DFS) ndings

The DFS was commenced in June 2010 and completedin May 2011.

Key DFS ndings (May 2011)

Physical (including stockpiles)Total ore mined and milled tonnes 26,397,416Grade g/t gold 1.47Stripping ratio waste/ore 4.9:1Recovery % 90.6Recovered gold ounces 1,126,135

The DFS made no reference or allowance for theextensive iron ore resources which are prevalent withinthe current pit shells. The inclusion of this ore into thepit optimisations would result in a materially positiveimprovement in project economics. The joint miningof gold and iron ore at Tucano is discussed below at

Tucano iron ore.

Reserves and resources

Maiden Gold Reserve

In April 2011 the Group announced a maiden JORCcompliant reserve at Tucano totalling 1.25Moz of gold.The reserve comprises an open pit reserve of 19.0Mt @1.7g/t gold for 1.04Moz. Signicant stock piles locatedadjacent to the plant site have been re-estimatedafter the completion of close spaced RC drilling. Anew reserve for the stock pile totals 7.4Mt @ 0.87g/tgold for 0.21Moz. The reserve at 0.65g/t lower cut offgrade comprises:

Reserve

category

Tonnes

(millions)

Goldgrade

(g/t)

Goldounces

(millions)Proved 7.4 0.78 0.184Probable 19.0 1.70 1.039Total 26.4 1.44 1.224

The reserve does not include any provision for thesignicant amount of iron mineralisation within andadjacent to the open pits. This would have a materiallypositive impact on reserves as all of the extensive ironmineralisation is treated as waste in the current gold pitoptimisations. The joint mining of gold and iron ore atTucano is discussed below at Tucano iron ore.

Gold Resource

The Tucano gold JORC compliant resource for Tucanowas estimated in November 2010 and totalled 4.3Mozof gold at a 0.5g/t lower cut off grade and comprises:

Reservecategory

Tonnes(millions)

Goldgrade(g/t)

Goldounces

(millions)

Measured 7.4 0.78 0.184Indicated 40.2 1.51 1.953Inferred 42.9 1.56 2.150Total 90.5 1.47 4.286

Approvals

During the period Tucano received nal regulatoryapprovals. The federal mining regulator approved therecommencement of mining at Tucano and the stategovernment environmental operating licence was alsoapproved. There are no further regulatory impedimentsto recommencing gold production at Tucano.

Construction

In 2011 the Group commenced construction of the3.5Mtpa CIL plant at Tucano and is nearing completion,

with the current construction schedule indicating rstore to the mill in third quarter of 2012.

Mining

Mining commenced at Tucano in June 2011. Sincecommencement, mining activities have been focussedon developing the open pits of Tap AB, Tap C and Tap D.

Project nance

In October 2011 the Group signed an Agreement withMacquarie Bank Limited for a limited recourse US$80million Project Finance Facility to complete construction

and commence operations at Tucano. The Agreementallows for the provision of an additional US$10 million,should the Group require further funding for cost overrunpurposes. Since satisfying conditions precedent, theGroup has drawn down US$75 million of the facility.



6. OPERATING RESULTS AND REVIEW OF OPERATIONS (CONTINUED)

As required by the facility, a total of 135,000 ounces of gold have been at forward sold (hedged) at US$1,600 perounce and US$160 million of Brazilian Real (BRL) hedged at a at forward value of USD1.00 to BRL1.9525 over the3 year term of the facility.

The Group has also executed a US$20 million Mining Equipment Lease Facility for the purchase of additionalearthmoving equipment to supplement the existing extensive eet.

Iron ore

Maiden Resource

In August 2011 the Group announced a maiden JORC compliant iron ore resource at Tucano (Tap Norte). The TapNorte iron ore resource totals 209.1Mt @ 36.1% Fe. The resource comprises a form of hematite rich banded ironformation (BIF) iron ore known as friable itabirite iron ore. Friable itabirites are beneciated to concentrate the ironore to form high grade sinter and pellet feed iron t for smelting. A considerable amount of compact iron ore beneaththe friable itabirite resource has not been included in the current resource estimate and remains a major potentialadditional source of iron ore.

The resource at 25% lower cut off grade comprises:

Resourcecategory

Tonnes(million)

Fe%

SiO 2 %

Al2O3 %

TiO 2 %

P%

Mn%

K2O%

LOI%

Measured 2.9 40.4 26.5 5.0 0.3 0.13 2.2 0.1 4.8Indicated 72.5 37.2 29.1 6.8 0.4 0.10 1.5 0.1 5.5Inferred 133.7 35.4 28.5 8.9 0.2 0.15 2.1 0.1 7.5Total 209.1 36.1 28.7 8.1 0.2 0.13 1.9 0.1 6.8

Iron ore resource within existing gold reserve

Within existing gold optimised pits there is a total resource of 35.9Mt @ 35.5% iron. This iron ore comprises themajority of the current waste within those pits. Realising economic value for the iron ore within the gold pits willreduce operating costs for the gold operation.

Importantly, there has been no joint optimisation of iron ore and gold. This joint optimisation is expected to increasethe size of the open pits and materially increase existing gold reserves, as widespread, high grade iron ore is locatedwithin and adjacent to current gold pit walls.

Treatment of CIL gold tailings for iron ore

The Group has evaluated the viabili ty of an initiative to produce iron ore pellet feed from future CIL tailings by way ofmodications to the 3.5Mtpa CIL gold plant currently under construction.

Metallurgical test work performed has determined that high grade iron ore pellet feed can be economically recoveredfrom CIL tailings and a scoping study performed by ProMet Engineers has indicated that high grade (66-67%) iron oreconcentrate of 250,000 500,000 tonne per annum can be achieved using a standard magnetic separation process.Capital Expenditure for the magnetic separation plant is estimated to be in the range of US$10-15 million.

Extraction and sale of iron ore concentrate from CIL gold tailings will signicantly reduce gold production costs.

The Group has appointed ProMet Engineers to produce engineering drawings for the magnetic separation plant withconstruction of this project estimated to be completed in late 2012. Logistics and off take opportunities are beinginvestigated for the concentrate.

Iron ore strategic partnership

The group continues to explore opportunities to mine iron ore resources at Tucano either through a Joint MiningAgreement with Anglo American plc or through a strategic partnership with a third party.



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Tropicana East

Tropicana East is 100% owned by the Group and is located in Western Australia and was acquired in 2007. Theproject is located adjacent to the AngloGold Ashanti Independence Groups Tropicana 5Moz gold deposit.

The Group has intersected high grade gold mineralisation at the Hercules and Atlantis prospects. The prospectsare approximately 5km apart and located on the 15km long Hercules Shear Zone (HSZ).

Potential for additional gold discoveries along the HSZ is considered to be high and the Group is planning furtherdrilling to target potential extensions and high grade plunges of the mineralisation.

Tartaruga

Tartaruga is 100% owned by the Group and is located in Amap State, Brazil. The project was acquired in 2007 anda JORC compliant resource has been estimated for the project.

The Tartaruga gold JORC compliant resource totals 0.3Moz of gold. The resource was estimated at a 0.5g/t lowercut off grade and comprises:

Reserve category Tonnes (millions) Gold grade(g/t) Gold ounces (millions)

Inferred 5.5 1.60 0.279Total 5.5 1.60 0.279

Preparations for recommencement of exploration at the Tartaruga project are underway. During the period theGroup was awarded an adjoining tenement that to the northern tenement boundary of the main concession. Thenorthern tenement is known to contain signicant gold mineralisation.

7. DIVIDENDS

No dividends were declared or paid during the period ended, or since 31 December 2011.

8. EVENTS SUBSEQUENT TO REPORTING DATE

On 12 March 2012 the Company issued 58,097,806 shares to sophisticated and professional investors at $0.73per share, raising gross proceeds of $42,411,398 (net proceeds of $40,065,828).

As announced on the ASX on 5 March 2012, the Group is negotiating a US$20 million increase in its existing facilitywith Macquarie Bank Limited. The extension will require that an additional 50,000 ounces be hedged prior to drawdown on the extended facility.

There has not arisen in the interval between the end of the period and the date of this report any other item,transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affectsignicantly the operations of the Group, the results of those operations, or the state of affairs of the Group, infuture periods.

9. LIKELY DEVELOPMENTS

The Group remains focussed on recommencing gold production at Tucano. The Groups 3.5Mtpa CIL plant iscurrently partially constructed, with completion and maiden gold pour expected by the third quarter of 2012. TheGroup also intends to construct and commission a magnetic separation plant at Tucano in order to extract an ironconcentrate from the CIL gold tailings.

The Group will continue to explore other opportunities associated with its iron ore resources at Tucano andwill continue exploration activities on Australian and Brazilian exploration assets, with a particular emphasis onopportunities at Tucano, Tartaruga and Tropicana East.



10. DIRECTORS INTERESTS

The relevant interest of each director in the shares, debentures, interests in registered schemes and rights or optionsover such instruments issued by the companies within the Group and other related bodies corporate, as notied bythe directors to the Australian Securities Exchange in accordance with S205G(1) of the Corporations Act 2001, at thedate of this report are;

Director Ordinary shares

Options over ordinaryshares issued in respect of

shareholdingsOptions over ordinary shares

issued as remuneration

Craig Readhead 12,000 - 1,000,000

Jim Jewell 410,000 - 500,000

Michael Donaldson 1,733,333 - 1,000,000

Ross Kestel - - -

Peter Bowler 12,543,333 1,000,000 10,500,000

Robert Watkins 6,150,001 1,000,000 5,500,000

11. SHARE OPTIONS

Unissued shares under unlisted options related to remuneration

At the date of this report unissued ordinary shares of the Company under option that are related to remuneration are:

Expiry date Exercise price Number of shares

31 December 2012 $0.3000 200,000

31 December 2013 $0.1200 2,300,000

31 December 2014 $0.1875 22,830,00031 December 2014 $0.6500 2,250,000

1 January 2015 $0.8000 500,000

1 January 2015 $0.8500 550,000

All options expire on the earlier of their expiry date or if not vested, on termination of the employees employment.

Unissued shares under unlisted options not related to remuneration

At the date of this report unissued ordinary shares of the Company under option issued to shareholders of theCompany are:

Expiry date Exercise price Number of shares

31 December 2012 $0.3500 1,500,000

31 December 2012 $0.5000 1,500,000

21 April 2014 $0.1875 10,000,000

Shares issued on exercise of options

During the period to 31 December 2011, the Company issued the following ordinary shares as a result of theexercise of options (there are no amounts unpaid on shares issued).

Number of shares Amount paid per share

210,000 $0.35

465,000 $0.25

Since the end of the period the Company has not issued ordinary shares as the result of the exercise of options.



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12. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Group provides insurance to cover legal liability and expenses for the Directors and executive ofcers of theCompany. The Directors and Ofcers Liability insurance provides cover against all costs and expenses that maybe incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may bebrought against the ofcers in their capacity as ofcers. Disclosure of the nature of the liability cover and amountof the premium is subject to a condentiality clause under the insurance policy.

The Group has not provided any insurance or indemnity for the auditor of the Company.

13. NON-AUDIT SERVICES

During the period KPMG, the Companys auditor, has provided taxation advisory services in addition to their statutoryduties in Australia and Brazil, in the amount of $23,350 and $5,982 respectively. The board has considered thenon-audit services provided during the period by the auditor and is satised that the provision of those non-audit

services during the period by the auditor is compatible with, and did not compromise, the auditor independencerequirements of the Corporations Act 2001.

14. LEAD AUDITORS INDEPENDENCE DECLARATION

The Lead auditors independence declaration is set out on page 82 and forms part of the directors report for theperiod ended 31 December 2011.

15. ROUNDING OFF

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with thatClass Order, amounts in the nancial report and directors report have been rounded off to the nearest thousanddollars, unless otherwise stated.

This report is made with a resolution of the directors:

PETER BOWLERManaging Director

Dated at Perth, this 23rd day of March 2011.



Consolidated2011 2010

Note $000 $000

AssetsCash and cash equivalents 17 40,133 41,904Prepayments 846 115Trade and other receivables 16 542 1,294Inventories 10 5,781 5,728Derivative nancial instruments 19 442 -Non-current assets held for sale 11 - 1,570Total current assets 47,744 50,611

Trade and other receivables 16 166 -Exploration and evaluation assets 14 2,230 18,792Mineral properties under development 13 77,658 -Property, plant and equipment 12 8,860 8,817Derivative nancial instruments 19 973 -Other non-current assets 15 443 250Total non-current assets 90,330 27,859Total assets 138,074 78,470

LiabilitiesTrade and other payables 23 8,661 3,009Employee benets 21 1,361 625Borrowings 18 13,814 -Provisions 26 24 -Total current liabilities 23,860 3,634

Trade and other payables 23 58 57Derivative nancial instruments 19 10,254 -Borrowings 18 41,442 -Provisions 26 9,765 11,159Total non-current liabilities 61,519 11,216Total liabilities 85,379 14,850

Net assets 52,695 63,620

EquityShare capital 124,500 95,566Reserves (5,210) (191)Accumulated losses (66,595) (31,755)Total equity 25 52,695 63,620

The notes on pages 41 to 78 are an integral part of these consolidated nancial statements.

CONSOLIDATED STATEMENTOF FINANCIAL POSITIONAs at 31 December 2011

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2011 annual report final

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