annual repor t - zamanco minerals · jacques badenhorst level 2, reserve bank building thomas ......

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Zamanco Minerals Annual Report 2012

Contents

Contents

Page Corporate Directory 1 Chairman’s Report 2 Review of Operat ions 3 Report of the Directors 26 Corporate Governance Statement 34 Auditor ’s Independence Declarat ion 40 Consol idated Statement of Comprehensive Income 41 Consol idated Statement of F inanc ial Posit ion 42 Consol idated Statement of Cash Flows 43 Consol idated Statement of Changes in Equity 44 Notes to the Consol idated F inanc ial Statements 45 Directors ’ Declarat ion 73 Independent Audit Report 74 Addit ional ASX Informat ion 76 Tenement Schedule 79

Zamanco Minerals Annual Report 2012 1

Corporate Directory

Directors Share Registry

Geoffrey Allan Donohue Computershare Investor Services Pty Ltd Jacques Badenhorst Level 2, Reserve Bank Building Thomas Hill 45 St George’s TerracePeter Thomas McIntyre PERTH WA 6000Peter Reynold Ironside Company Secretary Auditor Peter Reynold Ironside BDO Audit (WA) Pty Ltd Chartered Accountants 38 Station Street SUBIACO WA 6008 Registered Office Bankers 168 Stirling Highway ANZ BankNEDLANDS WA 6009 32 St Quentins AvenueTelephone: (08) 9423 5925 CLAREMONT WA 6010Facsimile: (08) 9389 1750 Solicitors Steinepreis Paganin Level 4, Next Building16 Milligan Street PERTH WA 6000


Chairman’s Report

Dear Shareholder, 2012 has been a good year for Zamanco Minerals Limited (previously Atticus Resources Limited) (Zamanco or the Company). The acquisition of Zamanco Holdings Limited (ZHL), that was approved at the Annual General Meeting held on 16 December 2011, has provided the Company with an outstanding opportunity to create substantial shareholder value in future years. Founding directors of the Company sought and found in ZHL an acquisition that provided quality people, a strategic commodity mix in favourable locations, a near term business case and scalability. It is with pleasure that we welcomed Jacques Badenhorst and Thomas Hill to the board as Managing Director and Executive Director following completion of the acquisition. Their experience and skill provides the valuable manpower resource required for Zamanco to implement its business plan. The vision of the Company is to become a mid‐cap resources entity through the staged development of ferro‐alloys projects in southern Africa. Zambia is the current focus where the strategy is to develop a 60,000tpa high‐carbon ferromanganese and 12,000tpa manganese metal operation near Serenje in the country’s North East. Zamanco has agreements covering six tenement areas in known manganese regions of Zambia and is accelerating exploration to define sufficient JORC resources to ensure viability of the proposed project. Detailed studies conducted by the Company and ZHL with the support of various consultancies supports a focus of downstream processing due to attractive margins, quality of feedstock, distance to port and fiscal terms that favour beneficiation. Zambia is an attractive country in which to operate. It is democratic and has been politically stable since attaining independence in 1964. Banking, financial, legal and insurance services are of an international standard. Current population is approximately 13.5 million with English widely spoken and a high literacy rate. The country has established road and rail access to African ports. Real GDP growth year on year has ranged from 6.1% to 7.1% for the past three years. The directors look forward to 2013 during which the Company should substantially enhance its objective of creating value for shareholders. On behalf of the board I thank you for your continuing support.

Yours Sincerely Geoff Donohue Chairman


Review of Operations

Highlights Completion of the acquisition of Zamanco Holdings Limited, a company focused on the exploration for,

mining of and smelting of manganese in Zambia;

Suspension on the transfer of licenses in Zambia lifted;

Exploration commenced. Geochemical sampling and geophysics planned, with the results to be used to guide exploration drilling;

Processing Options Analysis commissioned to evaluate various alternatives;

Investment License granted by the Zambian Government;

JV agreements entered into for additional tenement license areas in Zambia. These include license areas in Mansa, Milenge, Kabwe, Mkushi and Chinsali;

Initial exploration investigation report received at the end of June 2012, which provides a review of current mineralisation potential and priority geophysical and drilling targets;

An initial Exploration Target of 1.8–3.3Mt at 27–33% Mn has been estimated for three of the projects in the portfolio;

Title Deed application approval received (File no: F.APPN.139527) for proposed smelter site of 150 Ha in very close proximity to the Pensulo substation as well as approval for access to land to facilitate commencement of works;



SERENJE MANGANESE PROJECT ‐ INTRODUCTION As noted above, during the year, the Company completed the acquisition of Zamanco Holdings Limited and is now focussed on the development of a ferromanganese and manganese operation at Serenje in Zambia.

The Serenje Manganese Project has developed from an initial concept of developing a downstream manganese production project to the current position where the Company is about to commence a Bankable Feasibility Study on the project.

In some ways, the evolution of the Serenje Manganese Project has been counterintuitive. Instead of commencing with initial exploration, resource drilling, development studies and project commitment, the Serenje Project commenced with the development studies.

Zamanco’s management, utilising their significant experience in constructing and operating processing plants in southern Africa, sought out locations that would were manganese rich, had sufficient power available and had fiscal structures that favoured downstream processing. Zambia fit this model and was chosen as the area to focus on.

Once Zambia was settled upon, discussions commenced with the local authorities and chiefs with regards to securing a suitable location for the construction of a processing plant as well as with power providers in Zambia. A site near Serenje was identified as being central to the manganese fields of Zambia, close to rail and road and close to the Pensulo sub‐station for power. At this time, an MoU was entered into with Zesco for the provision of 33MVA of power for the site.

The supply of ore for the proposed plant has been proposed to be sourced from Zamanco resources as well as from local producers that are unable to transport or sell their product. In this regard, the Company has commenced exploration activities on six joint venture projects in Zambia with a plan to define sufficient resources to support the project. Exploration is expected to significantly increase in the second half of 2012, with geophysics and drilling planned.

In parallel with the exploration programme, the Company is continuing with the development studies, with an Options Analysis commissioned to assess the various flow routes available and the economic potential of the production of different manganese alloys. The results of this study will be incorporated into the Bankable Feasibility Study, which will also commence in the second half of 2012.

ZAMBIAN MANGANESE PROJECTS Tenement Transfers

On 30 March 2012, the Zambian Government of President Michael Sata announced that it would phase out a suspension on the renewal, issue and transfer of mine licences imposed in October 2011 following its election to office.

Minister of Mines, Energy and Water Development, Christopher Yaluma, said “the issuance of all non‐mining rights such as prospecting would resume with immediate effect as well as those for small‐scale and artisanal mining. Issuance of new permits for larger mining operations and mineral processing would remain under suspension until June 2012”.

The Company has entered into several Joint Ventures in the Mansa, Milenge, Kabwe, Mkushi and Chinsali areas covering a number of Large Scale Prospecting Licences, all but one of which were affected by the suspension. The lifting of the suspension will enable the transfer of those Prospecting Licences to newly formed JV companies and exploration to commence.



Although the suspension has been lifted, there is a backlog of applications to be processed and Zamanco is still awaiting the official transfer of tenements.

Serenje

EML

EML

Figure 1 ‐ Zamanco’s tenements in Zambia.



Tenement Details

Zamanco has expanded its portfolio of tenements in Zambia since the acquisition of Zamanco Holdings. To this extent, the Company has entered into several JV agreements, some subject to the completion of due diligence:

Tenement Name Tenement Number Area Tenement Owner JV Agreement Status

Jack Stuart Mkushi 15836‐HQ‐SPP /

13465‐HQ‐LPL

(17585‐HQ‐LPL)

347ha /

680 ha

Jack Stuart ZAM earning 49% • Awaiting transfer approval of 15836‐HQ‐SPP to Zamanco subsidiary

• Mining & Access agreement signed as well as Security interest lodged on 15836‐HQ‐SPP

• 13465‐HQ‐LPL expired in April’12 with new application (17585‐HQ‐LPL lodged and awaiting approval in Zamanco subsidiary

EML Kabwe 7713‐HQ‐SML 482.7ha Eppimax Mining ZAM earning 49% • Awaiting completion of DD

Chinsali 13487‐HQ‐SPP 888.86ha Sunday Sinyangwe ZAM earning 49% • Awaiting completion of DD

EML Mansa 14369‐HQ‐LPL 2043ha Eppimax Mining ZAM earning 80% • Awaiting completion of DD

Mansa 15817‐HQ‐LPL 100,739.00ha Jack Stuart ZAM earning 80% • Finalising transfer application to Zamanco subsidiary

Milenge 12897‐HQ‐LPL /

17584‐HQ‐LPL

50% of 12897‐HQ‐LPL relinquished as a ministerial requirement after 2 years of inactivity. Relinquished area applied under 17584‐HQ‐LPL

77,704ha Albert Malama ZAM earning 80% • Awaiting transfer approval of 12897‐HQ‐LPL to Zamanco subsidiary

• Awaiting approval of 17584‐HQ‐LPL under Zamanco subsidiary

Serenje / Milenge 14554‐HQ‐LPL ± 90,600ha Edith Lukwesa ZAM earning 80% • Awaiting license approval prior to lodging transfer application under Zamanco subsidiary

Zamanco’s application for transfers on all JV agreement licenses (that passed due diligence) to Zamanco subsidiaries have been submitted and await the approval of the Committee.



Due to the unknown timing of the convening of the Committee to approve the transfers, Zamanco has received legal advice to adopt the following additional forms of engagement with original tenement license holders whilst awaiting the approval from the Committee on transfer of licenses:

Enter into Exploration and Mining Access agreements with original license holders where the interest or shareholding is not affected and where the relevant Director in the Ministry can provide consent to such agreement; and

Register a Security Interest over the relevant licenses. The above can be completed in a relatively short timeframe which will allow Zamanco to progress exploration and resource estimation programs in a more timely manner.

ZAMBIA EXPLORATION

The Company has commenced exploration on its tenements with the aim being discovery and delineation of manganese resources suitable for the Company’s proposed ferromanganese and manganese metal development project. Exploration has initially been focused on the Jack Stuart Prospecting Permit in the Mkushi region until access is available to the Company’s other tenements in the other regions. The Company has appointed Minrom Consulting, a geological consultancy specialising in manganese, to undertake an initial exploration program focusing on the following:

Geochemical sampling and accurate measuring of manganese occurrences in trenches and surface outcrops associated with the JV tenement license areas;

Investigation and implementation of a suitable geophysical survey based on ground truthing and geological analysis;

Investigation of regional occurrences of manganese deposits in and around Mkushi to target future exploration activities;

Investigation of new occurrences of manganese deposits along the Dar‐es Salaam road which encompasses Kabwe, Mkushi, Serenje and Chinsali. This investigation forms part of the Company’s strategy to expand the possible resource/tenement base; and

Confirmation of manganese occurrences on existing JV tenement license areas and formulation of a detailed exploration program.

An initial assessment has been made by Minrom on Zamanco’s tenements. This assessment looked at the regional geology, geological controls and mineralisation types, manganese outcrops and access. Based on this assessment, the tenements were prioritised based on resource potential and access. Three tenements were identified as having sufficient information to estimate an Exploration Target for the properties.



Table 1: Size, type and prioritisation level of manganese deposits investigated by Minrom Consulting.

License Priority Size ha Type of manganese deposit

Exploration Target Comment

7713‐HQ‐SML

(EML Kabwe)

1 482.7 3A (Supergene metamorphosed volcano‐sedimentary deposits)

0.5 ‐ 1.0Mt at 42 ‐ 47% Mn Contains considerable laterite deposits

13487‐HQ‐SPP

(Chinsali)

2 888.86 2 (Volcanogenic manganese deposits)

0.7 ‐1.5Mt at 23 ‐ 27% Mn Secondary enrichment by faulting

15836‐HQ‐SPP

(Mkushi)

3 261.08 2 (Volcanogenic manganese deposits)

0.6 ‐ 0.8Mt at 27 ‐ 33% Mn Secondary enrichment by faulting

14369‐HQ‐LPL 4 2,043 3A (Supergene metamorphosed volcano‐sedimentary deposits)

15817‐HQ‐LPL 5 100,739 3A (Supergene metamorphosed volcano‐sedimentary deposits)

TOTAL 1.8 ‐ 3.3Mt at 27 ‐ 33% Mn

Note: The Exploration Targets have been developed based on surface and trenching exploration only at this stage. The potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.



Jack Stuart Prospecting Permit, Zambia (15836‐HQ‐SPP) (Zamanco earning 49%) During April 2012, a more comprehensive investigation was launched into the prospecting permit area, which involved a more representative sampling campaign that entailed trench and pit sampling. The manganese bearing horizons were also traversed along strike in an attempt to deduce the lateral extent of manganese mineralisation.

The local geology is dominated by a large SW trending quartzitic to meta‐quartzitic hill forming part of the Kalonga Formation. The hill runs parallel and immediately adjacent to the observed manganese outcrops. A zone of conglomerates separates the meta‐quartzite outcrops and manganese outcrops suggesting a fault controlled mechanism for manganese concentration in the area. The hill was traced for some kilometres towards the south‐west before flattening out and not outcropping anymore.

Figure 2: Map showing the location of concession 15836‐HQ‐SPP.

A total of 20 samples were collected consisting of four test pit samples and 16 channel samples collected from three trenches observed to contain manganese mineralisation. The trenches were first painstakingly cleaned in order to expose manganese horizons in the sidewalls.

As surface samples are most often enriched as a result of supergene processes through weathering, channel samples were collected over intervals of 0.5m down dip. Channel samples serve to establish a more representative internal grade for the manganese bearing horizons in the concession as these samples consider the grade with depth down dip.



Figure 3: Example of sampling a manganese vein in trench T4, note the outline of the manganese vein indicated in black, true thickness of the vein and sampling interval indicated in red. Only half the vein is in the picture and it extends another 3m towards the bottom right of the photo.

The overall manganese grade of samples collected at 15836‐HQ‐SPL from the different pits and trenches is 28.15% manganese. The iron content is relatively low at 4.86% Fe but the silica content is very high at 29.35% SiO2. Samples from trench T5 on visual inspection showed high concentrations of silica and if removed from the table yields averages of 29.56% manganese, 5.07% Fe and 26.14% SiO2, somewhat more encouraging. The ore is also of low density with specific gravity, being lower than 2.5.

It should, however, not be ignored that multiple manganese occurrences are situated in the northeast to southwest trending Irumide belt. Some of these occurrences such as the Chiwefwe deposit contain considerable amounts of manganese and in the past the mine produced some 80k tonnes with an average of 45% manganese. The manganese at Chiwefwe also consists of polymorph and boxwork type manganese and appears to be situated on a contact zone between two lithologies in the Muva Supergroup.

Although the manganese bulk grade is quite low in relation to Zamanco’s expectations and in comparison to other manganese occurrences in the area, the area does warrant further exploration through mapping of surrounding lithologies to understand structural imprints and major structural domains as well as deploying airborne magnetometer and gravimeter to explore for additional mineralisation in the surrounding area and along strike.

An Exploration Target of 0.6‐0.8Mt at 27‐33% Mn has been developed for this project.




EML Kabwe Small Scale Mining License, Zambia (7713‐HQ‐SML), Subject to Due Diligence (Zamanco earning 49%) A short field investigation was conducted over a partially mined area situated between Kabwe and Kapiri Mposhi (Figure 4). The mine, known as the Lubembe mine, is located in 7713‐HQ‐SML and was observed to possess a rough dimension of 120m by 40m by 12m deep. It could not be established what the extent of the proposed large manganese rich vein and rubble ore was originally, as the pit is currently partially filled with water. From what was observed in the area, the local geology is for the most part covered with thick deeply weathered soils often containing pronounced amounts of manganese bearing laterites (Figure 5).

Figure 4: Plan map of the Lubembe mine site adapted from a ZBDC report note samples collected at waypoints Ls.



Figure 5: Thick manganese bearing laterites characteristic of soils around the Lubembe mine.

The investigation included the actual pit left as a result of previous mining and the surrounding mine dump (Figure 6).

Figure 6: Photo looking north, illustrating the size and amount of material removed from the Lubembe mine. Four grab samples were collected at approximately equally spaced intervals along the suggested extension of the manganese mineralisation (Figure 4 and Table 2). Grab samples were collected from the laterite overburden L6 (Figure 5), from the more solid manganese clasts, LS4 and from the friable wad type ore LS2 and LS3. Selective sampling was not necessary as the whole area displayed very promising manganese mineralisation. All material collected for assaying contained, upon visual inspection, high quantities of manganese. The overall grade of the recovered material from the mine dump, upon visual inspection, was inferred to contain an overall grade of approximately 40‐50% manganese, this was confirmed by assay results of grab samples, which indicates an average grade of 50.47% manganese (Table 2).



Table 2: Details of assay results from samples collected at the Lubembe mine.

Sample ID Waypoint Description Type of sample Mn % Fe% SiO2 %

S 4201 L6 Laterite

overburden Mn sample laterite 51.79 0.98 4.69

S 4202 LS2

random grab sample at

Lubembe mine dump

Mn grab sample 54.37 0.86 4.7

S 4203 LS3 Friable

manganese oreMn grab sample 47.1 2.58 13

S 4204 LS4 Solid manganese

clasts Mn grab sample 48.63 2.16 10.68

The deposit represents a vein type manganese deposit with manganese mineralisation being concentrated by localised trap sites such as faults. The deposit is situated in relative close proximity to the ENE‐WSW trending Irumide belt (Figure 7). This belt represents a zone of increased orogenic activity, which in turn resulted in the formation of a complex system of faults. It is believed that these faults served as trap sites by forming relatively low lying areas where manganese rich fluids could concentrate and subsequently precipitate first as surface nodules and then as concentrated manganese veins in faults. Lateral extension of the vein could not be established despite the fact that artisanal miners constructed deep trenches, some up to 4m deep, to the south of the vein, across what appears to be its logical extension. The laterites did however display very high manganese concentrations (Table 2 L6). There were extensions of the laterite deposits towards the south of the mining area exposed by the previously mentioned trenches and these will be followed up to look for offsets of the vein system. Upon successful due diligence completion, Zamanco intends to deploy a magnetometer to explore for additional mineralisation in the surrounding area along the inferred strike of the manganese bearing reef followed by trenching of suspected manganese occurrence indicated by geophysical surveys and follow up with drilling programme to determine exact depth and extent of the potential deposit.

The extent of the laterites containing high concentrations of manganese will also form part of the further exploration program. An Exploration Target of 0.5‐1.0Mt at 42‐47% Mn has been developed for this property.




Figure 7: Map showing the main geological unit in Zambia, taken from Schlüter, 2006.



Sunday Sinyangwe’s Chinsali Prospecting Permit, Zambia (13487‐HQ‐SPP) (Zamanco earning 49%)

The project area is located approximately 70km south of the town of Chinsali and some 115km SW of Isoka in north‐eastern Zambia. This deposit is a stratiform deposit, nearly continuous in strike and outcropping on surface. Nearly all manganese outcrops encountered fall within small scale prospecting permit 13487‐HQ‐SPP.

The study of the area involved identifying all occurrences of manganese mineralisation in the area and characterising the aforementioned. Multiple manganese occurrences were identified in the area and GPS tracks were utilised to determine the surface extent of the manganese outcrops (Figure 8). Nearly 4.5km was traversed with intermittent manganese outcrops encountered along the entire length of the traverse.

Nearly all of the laterally extensive outcrops contain some level of manganese mineralisation. The mineralisation is however not uniform throughout the whole extent of the outcrop and shows quite pronounced lateral variation (Compare Figure 9 and Figure 10). There appears to be “pockets” within the manganese hosting tuff, which contains more pronounced manganese mineralisation. The manganese hosting tuff dips at near vertical angles towards the south‐east and south‐southeast and extends for a minimum of approximately 4.5km along the surface with thicknesses ranging from 20m‐30m.

Nine (9) grab samples were collected, spaced as equally along the lateral extent of the outcrop as possible with the majority of the sampling being taken indiscriminately in order to determine the indicative bulk grade as well as the indicative grade of areas with increased manganese mineralisation within the manganese bearing horizon.

Figure 8: Geological map of the area investigated, note the manganese occurrences conform nearly perfectly to the contact of the tuffaceous metavolcanics and metapelites.



Figure 9: Tuffaceous layer partially replaced with manganese through supergene enrichment located adjacent to Mutembula village.

Figure 10: Manganese mineralisation in the Chinsali area showing lower overall bulk grade manganese compared to Figure 9.

The average grade of grab samples are 18.18% manganese. It should, however, be noted that these samples were collected along the entire length of the outcrop and that certain zones of the manganese horizon contains elevated grades of manganese. This gives an indication of the overall bulk grade and possible ore recovery that could be expected from the Chinsali / Mutembula area.



Table 3: Assay results from samples collected in the Chinsali area.

Sample ID Waypoint Description Type of sample Depth

down dip Mn % Fe% SiO2 %

S 4225 C9 Manganese ore Manganese ore N/A 12.08 20.47 38.79









Samples C1, C13 and C16 (Table 3) were sampled in areas which upon visual inspection showed good manganese mineralisation (Figure 9). The manganese segregation is extremely intricate and mineralisation consists of thin manganese “sheet” hosted in fractures in the tuffacous horizon. Despite this, sample material for C13 was selectively sampled in an attempt to only include manganese rich material. It could therefore be assumed that this sample represent the overall grade after “partial” beneficiation of the manganese bearing tuffaceous beds.

Mining activities in the area consist of sparse artisanal mining mostly removing surface nodules. Literature suggests that mineralisation appears to be concentrated along fractures and therefore any fracture or shear zone should be considered a potential target zone requiring additional geological investigation.

The partial beneficiation through selective sampling as indicated by the analysis of C1, C13 and C16 (Table 3) suggests that through employing latest beneficiation and concentration techniques, ore could be upgraded to acceptable levels that could be utilised as a source for the proposed Zamanco smelter project. This could be as a primary feed source or as a source of “higher iron (Fe)” contained ore to blend with “high grade Mn, low iron (Fe)” ores from Kabwe and Mansa.

Zamanco believes that this area requires further geological investigation through the use of geophysical studies that could identify anomalies which most probably represent areas of increased manganese mineralisation. The anomalies will then be drilled in order to establish the validity of the exploration method and if mineralisation increases with depth.

It is believed that the lateral extent of the deposits could be considerably larger as indicated by a geological map produced in 1982 (Figure 7). From this geological map, it could be inferred that tuffaceous horizons and associated manganese mineralisation extends for another 3km on both sides of the recent lateral traverse completed.



An Exploration Target of 0.7‐1.5Mt at 23‐27% Mn has been developed for this project.

Zamanco intends to enter into a JV agreement on the larger Chinsali area that encompasses the prospecting permit for the obvious reasons as stated above.


Mkushi Permit, Zambia (13465‐HQ‐LPL) (Zamanco earning 80%) The Mkushi Permit is a large scale prospecting license which overlaps the Jack Stuart prospecting permit. This permit, expired in April 2012 and a renewal application (17585‐HQ‐LPL) for this permit is being processed, in the name of a subsidiary company of Zamanco, of which Zamanco has an 80% interest. The permit covers an area of 680 hectares in size with the Jack Stuart Prospecting Permit (15836‐HQ‐SPP) covering 347 hectares within this permit area. Exploration is expected to commence once the renewal of the permit has been processed. Mansa Permit, Zambia (15817‐HQ‐LPL) (Zamanco earning 80%) The Mansa Permit is situated between the towns of Mansa and Milenge in the Luapula Province of Zambia and covers an area of approximately 1,000km2. Scoping work has been conducted to identify manganese outcrop occurrences. Manganese occurrences identified were visited during April 2012 by Minrom for the purposes of preparation of an exploration program. The transfer of this large scale prospecting license to a subsidiary company of Zamanco is in process. Milenge Permit, Zambia (12897‐HQ‐LPL) (Zamanco earning 80%) The Milenge Permit is situated in close proximity to the town of Milenge in the Luapula Province in Zambia and approximately 170km from the town of Serenje. Further scoping work will be performed in the permit boundaries for the purposes of preparation of an exploration program. This work is planned for the September quarter. Options Analysis

Pyrocon Pty (Ltd) (“Pyrocon”), a South African based pyro‐metallurgical engineering and consulting company, has been commissioned to conduct an Options Analysis for the Company’s proposed Serenje Manganese Project in Zambia. Pyrocon staff has more than 30 years’ experience in the design and engineering of pyrometallurgical smelter plants, AC and DC Arc furnaces and have conducted various feasibility studies on smelter projects for manganese. The scope of work for the Options Analysis includes an independent evaluation of processing alternatives.



Options to be evaluated include:

Beneficiation; Calcining; Smelting; and Refining.

The various options are being investigated for different products such as high carbon ferromanganese (“HC FeMn”), silica manganese (“SiMn”), low carbon or medium carbon ferromanganese, low carbon SiMn, manganese metal and/or other products of manganese. The Pyrocon study is expected to be received by the Company during the September quarter. Investment License In April 2012, the Company announced that its wholly owned subsidiary had been granted a Certificate of Registration (Investment License) pursuant to the Zambian Development Agency Act (“Act”) with regards to the proposed Serenje Manganese Project in Zambia.

The Certificate of Registration is one of several important components in the potential development of the Serenje Manganese Project by Zamanco. The fiscal and non‐fiscal benefits are expected to significantly increase the economic potential of the potential project when compared to other jurisdictions.

In accordance with the Act, should the project proceed, Zamanco’s subsidiary will enjoy the following fiscal and non‐fiscal incentives:

0% tax rate on dividends for 5 years from first year of declaring a dividend; 0% tax on profits for 5 years from the first year profits is made, with only 50% profits being taxable in years 6 to 8, and 75% taxable in years 9 and 10;

0% import duty on raw materials, capital goods, machinery including trucks and specialised motor vehicles for 5 years;

Investment guarantees and protection against state nationalisation; and Free facilitation for application of immigration permits, second licenses, land acquisition and utilities.



Australian Exploration

Yundamindera Project (Zamanco 30% interest, Brilliant Gold 70% interest, Crest Minerals earning 51%)

The Yundamindera gold project is located in the Eastern Goldfields Province of the Yilgarn Craton, 205 kilometres north‐northeast of Kalgoorlie. The project comprises one granted exploration licence, E39/1110, which is located adjacent to the historic mining centre of Yundamindera. Gold exploration carried out by a number of previous operators and Atticus/Zamanco has identified several areas of coherent gold anomalism (>20ppb Au & >100ppb Au) in near‐surface soil sampling and RAB/aircore drilling.

The following activities were completed during the reporting period.

Aircore drilling has been completed to provide a first pass test of the previously generated geochemical targets within the northern parts of E39/1110.

Aircore Drilling Previous auger soil sampling completed by Atticus/Zamanco has generated a number of >20ppb Au and >30ppb Au gold‐in‐auger soil anomalies that lie along well defined gold anomalous trends in the northern parts of the tenement. These trends have a northeast – southwest strike and may represent important gold‐mineralised litho‐structural corridors in the region. During the period, two of the better gold‐in‐auger soil anomalies within the trends were targeted for first pass drill testing with aircore. A programme total of 30 angled aircore holes was completed across two drill traverses for a total drilling advance of 2,204m. As orientation of possible mineralised systems was not known, close spaced drilling with 25m spaced holes was completed to provide the best possible coverage across the target area. The northern line was angled to the east, while the southern line was angled to the west, as a steeply east‐dipping foliation was noted in some near‐surface, indurated saprolitic material in this area. One additional hole, YAC030, was drilled to the immediate south of the southern line towards the southeast to test a northeast – southwest quartz‐dominated vein array, which was obvious at surface. The best result from this hole was 85ppb Au from the bottom of the hole, indicating some prospectivity. Previous reconnaissance‐style drilling by past explorers indicated that the underlying bedrock is dominated by felsic granitic lithologies. These rocks are weathered below 60m from surface and therefore a leached saprolitic profile was thought likely. Consequently all holes were drilled to saprock, as accumulation of anomalous gold is known to occur at or near this interface with the overlying, totally weathered, material. Sampling was completed via 4m composite samples down the entire hole and gold only analyses were completed using an aqua regia digest‐low level AAS technique (1ppb Au detection limit).

Aircore Results The assay results confirmed the near‐surface gold anomalism highlighted by the auger soil geochemistry and also confirmed the predicted highly leached nature of the underlying saprolite profile. There was virtually no transported cover with the drilling passing directly into an in‐situ weathered granitoid profile. Shearing was evident in a couple of holes, however, apparently of greater importance is a distinctive mafic granitoid unit that is associated with anomalous gold at both of the anomalies tested. As the anomalies are approximately 2km apart, it is not clear at this stage whether this unit is regionally extensive or is just localised at both prospects. The location of the completed drilling is shown in Figure 11, while the better intercepts above 100ppb Au are tabled below. These results confirm that the previously identified auger soil anomalism is associated with anomalous gold in the deeper regolith and that further and more detailed drill testing of the anomalies is warranted.



November 2011 Aircore Drilling ‐ Significant Intercepts >100ppb Au Hole No MGA North MGA East Intercept Comments YAC005 6791426 408149 65‐71m, 6m @ 124ppb Au Biotite‐rich, mafic granitoid saprock

YAC010 6791420 408027 17‐21m, 4m@ 244ppb Au Mottled saprolitic clays & saprolite

YAC011 6791425 408001 5‐9m, 4m@ 131ppb Au Mottled saprolitic clays

YAC014 6791423 407925 73‐77m, 4m @ 364ppb Au Massive, granitic saprock

YAC023 6790225 406478 57‐65m, 8m @ 151ppb Au73‐81m, 8m @ 269ppb Au

Lower saprolite Biotite‐rich, mafic granitoid saprock

Tenure Following Zamanco’s decision to focus on its newly acquired Serenje manganese project, located in Zambia, a decision to farm out the Yundamindera Project was made. Prior to the farm‐out, Zamanco and their joint venture partner at Yundamindera, BrilliantGold Pty Ltd (BrilliantGold), formalised the equity earned by Zamanco, which resulted in Zamanco having acquired 30% in the Yundamindera Project, the balance remaining with BrilliantGold. In August 2011, Zamanco and BrilliantGold entered into a “Heads of Agreement” with Crest Minerals Ltd (Crest), whereby Crest can earn 51% equity by spending $200,000 over three years and a further 39% can be acquired by spending an additional $100,000 over a further two year period, resulting in Crest having 90% equity, BrilliantGold; 7% and Zamanco; 3%. On 29 June 2012, Crest listed on ASX and now manages the Yundamindera Project on behalf of the venture partners.



Figure 11 ‐ Location of November 2011 Aircore Drilling showing Atticus Auger Soil Anomalies

& Historical Reconnaissance Drilling



Hartwell Bore Project (Zamanco 100%)

The Hartwell Bore gold project is located in the northern parts of the Eastern Goldfields Province of the Yilgarn Craton, 32 kilometres east‐northeast of Leinster. The single tenement, E36/653, covers an Archaean greenstone sequence at the western margin of the southern Yandal greenstone belt.

The following work was completed during the reporting period.

Further auger soil sampling was completed over the central parts of the tenement, along with some infill sampling of previously identified anomalies.

Auger Soil Geochemical Sampling

Auger soil sampling was completed during the period to infill the existing gold‐in‐auger soil anomalies at the Hartwell Bore South prospect (those above 20ppb Au) and to extend the coverage in to the central part of the project, an area that has attracted the least previous exploration. The infill sampling now provides 100x50m spaced coverage of the Hartwell Bore South anomalies, while 200x50m spaced sampling was completed over the central part of E36/653. All sampling was completed on an MGA‐based grid using a Land Cruiser‐mounted auger rig and where present, the pedogenic carbonate horizon was preferentially sampled. Where this was not available residual soil or an interface sample between transported and in‐situ regolith was collected. The programme total was 783 samples, which were assayed for gold using an aqua regia digest and a low level AAS determination, providing a 1ppb Au detection limit. Analyses were also completed for a base metal suite using an aqua regia digest and a standard AAS finish.

Auger Soil Geochemistry Results

Results are summarised in Figure 12 below and show a continuation of the main Hartwell Bore South gold‐anomalous trend to the north, which now forms two discrete anomalies above 20ppb Au, with central cores above 50ppb Au. Both portions have coincident arsenic anomalism above 50ppm As. The main part of the anomaly in the south has a peak gold value of 361ppb Au and has been largely tested by the historical pre‐Atticus/Zamanco drilling. The northern part of the anomalous trend occurs approximately 500m to the north and is defined by both 100x50m and 200x50m spaced sampling. The peak value is 171ppb Au. The historical drilling has also previously tested this part of the trend, but there is no deep testing with RC.

Tenure

Following a re‐assessment of the Hartwell Bore Project, it was concluded that most of the existing gold‐in‐auger soil anomalies at Hartwell Bore had already been adequately drill tested for major gold‐mineralised systems. Consequently the single tenement, E36/653 was surrendered in July 2012, which will allow exploration funds to be focussed on the Serenje manganese project in Zambia and elsewhere as required.



Figure 12 ‐ All Hartwell Bore Auger Soil Sampling Showing Gold & Arsenic Anomalies in Relation to Historical Drilling



The information in this report that relates to Exploration Results including exploration data and geological interpretations within Zambia is based on information compiled by Mr Oscar van Antwerpen, a member of Minrom Consulting, a mineral resource management company based in South Africa. Mr van Antwerpen is a member in goodstanding of the Geological Society of South Africa which is a “Recognised Overseas Professional Organisation” (ROPO). A ROPO is an accredited organisation to which Competent Persons must belong for the purpose of preparing reports on Exploration Results, Mineral Resources and Ore Reserves for submission to the ASX. Mr van Antwerpen has sufficient experience, which is relevant to the style of mineralisation and type of deposits under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of The JORC Code. Mr van Antwerpen consents to the inclusion in the report of the matters based on the information in the form and context in which it appears. The Exploration Targets in this report have been developed based on surface and trenching exploration only at this stage. The potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a Mineral Resource and that it is uncertain if further exploration will result in the determination of a Mineral Resource.

The information in this report that relates to Exploration Results at the Yundamindera and Hartwell Bore Projects is based on information compiled by Greg Jorgensen, an independent, Kalgoorlie‐based Consulting Exploration Geologist, who is a Member of The Australian Institute of Geoscientists. Mr Jorgensen has sufficient experience, which is relevant to the style of mineralisation and type of deposits under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of The JORC Code. Mr Jorgensen consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.

Further Disclosure Mr Jorgensen is a Director of BrilliantGold Pty Ltd, an unlisted, Kalgoorlie‐based mineral exploration company, which currently holds 70% of the Yundamindera Project. Zamanco Minerals Ltd currently holds a 30% interest in this project.


Report of the Directors

Your Director’s submit their report for the year ended 30 June 2012. DIRECTORS The Directors in office at the date of this report and at any time during the year are as follows. Directors were in office for the entire period unless otherwise stated. Geoffrey Allan Donohue Jacques Badenhorst (Appointed 10 February 2012) Thomas Hill (Appointed 10 February 2012) Peter Thomas McIntyre Peter Reynold Ironside

INFORMATION ON DIRECTORS Geoffrey Donohue (B.Com, CPA) Chairman and Non‐executive Director

Mr Geoff Donohue has over 27 years experience at both board and senior management level within public companies and the securities industry. Mr Donohue holds a Bachelor of Commerce from James Cook University of North Queensland, Graduate Diploma in Financial Analysis from the Securities Institute of Australia and is a Certified Practicing Accountant. Other Current Directorships of Listed Companies: None Former Directorships of Listed Companies in last three years Essa Australia Limited – resigned 15 March 2011 Jacques Badenhorst (NHD Ext. Met, MSAIMM, MMMA,IODSA) Managing Director

Mr Jacques Badenhorst is an Extractive Metallurgical Engineer, who studied at the University of Johannesburg and has 14 years hands on experience. Jacques was responsible for the design and operational management of various operations, including, platinum, copper, vanadium, diamond, gold and ferrochrome recovery plants in Southern Africa. Jacques held senior management positions with companies including Grinaker LTA and AngloGold. He is a member of SAIMM (South African Institute for Mining and Metallurgy), MMMA (Mine Metallurgical Managers Association) and the Institute of Directors (IOD) of South Africa. Other Current Directorships of Listed Companies: None. Former Directorships of Listed Companies in last three years: None. Thomas Hill (B.Eng, MBL) Executive Director

Mr Thomas Hill has spent the past 12 years as a director of companies listed on the Johannesburg Stock Exchange (JSE). His involvement was with the initial listing of these companies, funding and management. He holds an Engineering (electronics) degree from the University of Pretoria and a Master's degree in Business Leadership from the University of South Africa, (their MBA program). Thomas has built his experience around the listing, funding and running of listed companies and has over the past 18 months focused extensively on the minerals and mining industry in Southern Africa where he works with well‐established mining companies and practitioners to bring mining and mineral processing projects to the market. Other Current Directorships of Listed Companies: None. Former Directorships of Listed Companies in last three years: None.



INFORMATION ON DIRECTORS ‐ continued Peter McIntyre (BSc, MBA, FIEAust) Non‐executive Director

Mr Peter McIntyre has been in the mining industry for over 30 years.

As an engineer, he has been involved with the development of a number of major projects, and at a corporate level he has established and steered various companies through their early stages into significant companies.

As the Managing Director, he established Extract Resources Limited and grew the company from a junior explorer to an ASX100 company with a +A$2B market capitalisation at the time of his departure. Extract’s success was founded on the discovery of the world‐class Rossing South uranium project in Namibia, which following development will be ranked as the second largest uranium project in the world.

He was a founding director of Kalahari Minerals (AIM‐listed) and a non‐executive director of Carbon Energy Ltd (an ASX listed company).

Mr McIntyre is a chartered Civil Engineer and a Fellow, Institution of Engineers, Australia. He also completed an MBA program at the Massachusetts Institute of Technology in Boston.

Other Current Directorships of Listed Companies: None. Former Directorships of Listed Companies in last three years: Carbon Energy Limited ‐ resigned 11 February 2010 Extract Resources Limited ‐ resigned 2 September 2009 Peter Ironside (B.Com, CA) Non‐executive Director and Company Secretary Mr Peter Ironside is a Chartered Accountant and business consultant with over 18 years experience in the exploration and mining industry. He has been a director and/or company secretary of several ASX listed companies. Mr Ironside is a director of Ironside Pty Ltd, a corporate services company. Mr Ironside brings a significant level of accounting, compliance and corporate governance experience to the Board, together with support in the areas of corporate initiatives and capital raisings. Other Current Directorships of Listed Companies Integra Mining Limited. Former Directorships of Listed Companies in last three years: None. MEETINGS OF THE COMPANY’S DIRECTORS There were 3 meetings of the Company’s Directors held during the year ended 30 June 2012 and the number of meetings attended by each Director were:

Attended MaximumPossible

Geoff Donohue 3 3 Jacques Badenhorst 2 2 Thomas Hill 2 2 Peter McIntyre 3 3 Peter Ironside 3 3

Resolutions during the year were passed by a circulating resolution.



DIRECTORS’ SHAREHOLDING INTERESTS The interest of each Director in the share capital of the Company at the date of this report is as follows:

Fully Paid Ordinary Shares Options

Direct Interest

IndirectInterest

DirectInterest

IndirectInterest

Details of Options

Geoffrey Donohue

1,650,000

6,438,417 ‐ 1,250,000

exercisable at 20c on or before 30 September 2012.

Jacques Badenhorst ‐ 1,215,000 ‐ ‐ ‐ Thomas Hill 6,000 1,215,000 ‐ ‐ ‐ Peter McIntyre ‐ 5,887,236 ‐ ‐ ‐ Peter Ironside 858,950 6,445,916 ‐ ‐ ‐

EARNINGS PER SHARE Basic Earnings Per Share was a loss of 2.36 cents (2011: profit of 0.07 cents). Diluted Earnings Per Share was nil (2011: profit of 0.03 cents). DIVIDENDS No dividend has been paid or declared by the Company up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend. CORPORATE INFORMATION Corporate Structure Zamanco Minerals Limited is a company limited by shares that is incorporated and domiciled in Australia. Zamanco Minerals Limited has prepared a consolidated financial report incorporating the entity that it controlled during the year under review as follows: Zamanco Minerals Limited ‐ parent entity APG Resources Pty Ltd ‐ 100% owned subsidiary Zamanco Holdings Limited (Mauritius) (ZHL) ‐ 100% owned subsidiary Zamanco Minerals Limited (Zambia) ‐ 100% owned subsidiary of ZHL Zamanone Mining Limited (Zambia) ‐ 100% owned subsidiary of ZHL

Nature of Operations and Principal Activities The principal activities of the Group during the financial year were mineral exploration. The Group’s exploration focus changed from Australia to Zambia to include manganese prospects during the year.

Review of Operations Refer to the Review of Operations preceding this Report of the Directors.

Financial Position The Group reported a loss for the year of $755,908 (2011: profit of $20,204). The net assets of the group were $3,470,720 in 2012 (2011: $3,016,969). The major transactions were: ‐ Capitalisation of exploration expenditure; ‐ Acquisition of Zamanco Holdings Limited; and ‐ Other operating costs.



The group’s working capital, being current assets less current liabilities was $1,764,039 in 2012 (2011: $2,717,902). During the year, the Company invested in manganese resource assets to increase its asset base. The Directors believe the Company is in a strong and stable position to expand and grow its current operations. SIGNIFICANT CHANGES IN STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial are detailed in the Review of Operations and the financial review in this report.

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The Group intends to focus on manganese exploration and the potential development of a ferromanganese and manganese metal project in Zambia. ENVIRONMENTAL ISSUES The Group’s environmental obligations are regulated by the laws of the countries in which the Group has its operations. The Group has a policy to either meet or where possible, exceed its environmental obligations. No environmental breaches have been notified by any governmental agency as at the date of this report. MATTERS SUBSEQUENT TO THE END OF THE YEAR On 6 September 2012, the Company announced that it had received $1,690,000 from the founding Directors ‐ Geoff Donohue, Peter Ironside and Peter McIntyre, following the exercise of 8,450,000 options held by these Directors. The options, which are due to expire on 30 September 2012, had an exercise price of 20¢. There are no other matters or circumstances that have arisen since 30 June 2012 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial years.



REMUNERATION REPORT (AUDITED) This report details the nature and amount of remuneration for each director and executive of Zamanco Minerals Limited. The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. For the purposes of this report key management personnel of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company and all key management personnel. Remuneration Committee Due to the limited size of the Group and of its operations and financial affairs, the use of a separate remuneration committee is not considered appropriate. The Board has adopted the following policies for Directors’ and executives’ remuneration. A. Remuneration policy The Board of Directors maintains remuneration policies which are aimed at attracting and retaining a motivated workforce and management team. The intention is to match the outcomes from the remuneration system with the performance of the Company and ultimately the value received by our shareholders on a long‐term basis. As an overall policy, the Group will remunerate in such a way that it: • motivates Directors and management to pursue the long‐term growth and success of the Group; and • demonstrates a clear relationship between key executive performance and remuneration. B. Remuneration structure In accordance with best practice corporate governance, the structure of Non‐executive Director and executive compensation is separate and distinct. Non‐executive Directors’ Remuneration Non‐executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. This limit is currently set at $300,000. Any newly appointed Non‐executive Directors will serve in accordance with a standard service contract, drafted by the Company’s lawyers, which sets out remuneration arrangements. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act as at the time of the Director’s retirement or termination. Non‐executive Directors may be offered options as part of their remuneration, subject to shareholder approval. Executive Remuneration Senior executives, including Executive Directors, are engaged under the terms of individual employment contracts. Such contracts are based upon standard terms drafted by the Company’s lawyers. Executive Directors do not receive any directors’ fees in addition to their remuneration arrangements. Executive Directors may be offered options as part of their remuneration, subject to shareholder approval. The monetary package is divided between a base salary/consulting fee and, for non‐directors, an incentive portion if considered appropriate. Base salary/consulting fees are set to reflect the market salary for a position and individual of comparable responsibility and experience. Base salary/consulting fees are regularly compared with the external market and during recruitment activities generally. It is the policy of the Company to maintain a competitive salary structure to ensure continued availability of experienced and effective management and staff. There are no executives at this stage. There is no link between the remuneration policy and the Company’s performance. Details of the nature and amount of each element of each Director, including any related company and each of the officers of the Company receiving the highest emoluments are set out in section D of this report.



REMUNERATION REPORT (AUDITED) – continued C. Service Agreements On appointment to the Board, all non‐executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the office of director.

Remuneration and other terms of employment for the executive directors and the other key management personnel are also formalised in service agreements. Each of these agreements provide for the provision of performance related cash bonuses, director options and participation, when eligible, in the Integra Mining Limited Performance Rights Plan. Other major provisions of the agreements relating to remuneration are set out below.

Name Term of agreement

Base salary including super / consulting fees (at 30/6/12)

Termination benefit *

Geoffrey Donohue ‐ Non‐executive Chairman1

Commenced 14 November 2007 ‐required to retire at the third annual general meeting after election.

$26,160 None

Jacques Badenhorst ‐ Managing Director Commenced 1 December 2011 until 30 November 2014 extendable by mutual written agreement

$224,000 3 months

Peter Ironside ‐ Company Secretary1 Commenced 14 November 2007 ‐required to retire at the third annual general meeting after election.

$26,160 None

Thomas Hill – Director2 Commenced 1 December 2011 until 30 November 2014 extendable by mutual written agreement

$224,000 3 months

Peter McIntyre ‐ Non‐executive Director1 Commenced 14 November 2007 ‐required to retire at the third annual general meeting after election.

$26,160 None

* Termination benefits are paid on early termination by the Company, other than for gross misconduct.

1 – No fees paid under service agreements for the year (2011: nil)

2 – Fees paid to Armarium Capital (Pty) Ltd of which Mr Thomas Hill is a director and shareholder.



REMUNERATION REPORT (AUDITED) – continued D. Details of remuneration

Short Term Benefits Post

Employment Benefits

Year

Salary / consulting fees

$

Directors fees$

Superannuation$

Total $

Directors G Donohue1 2012

2011 ‐ ‐

‐‐

‐‐

‐ ‐

J Badenhorst 2012 2011

130,669 ‐

‐‐

‐‐

130,669 ‐

P Ironside1 2012 2011

‐ ‐

‐‐

‐‐

‐ ‐

T Hill2

2012 2011

130,669 ‐

‐‐

‐‐

130,669 ‐

P McIntyre1 2012 2011

‐ ‐

‐‐

‐‐

‐ ‐

Total

2012 2011

261,338 ‐

‐‐

‐‐

261,338 ‐

1 – Each of the above no‐executive director’s elected to forego remuneration payable under their service agreements in line with the Company’s focus on cash preservation.

2 – Fees paid to Armarium Capital (Pty) Ltd of which Mr Thomas Hill is a director and shareholder.

There were no performance related payments made during the year. E. Compensation Options to Key Management Personnel There were no options granted as remuneration during 2012 or 2011.

This is the end of the audited remuneration report. ENVIRONMENTAL REGULATION AND PERFORMANCE The Company’s environmental obligations are regulated under both State and Federal law. All environmental performance obligations are monitored by the Board and subjected from time to time to Government agency audits and site inspections. The Company has a policy of at least complying with, but in most cases exceeding, its statutory environmental performance obligations. No environmental breaches have occurred or have been notified by any Government agencies during the year ended 30 June 2012. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the period 1 July 2011 to 30 June 2012 the directors have assessed that there are no current reporting requirements, but may be required to do so in the future.



SHARES UNDER OPTION Unissued ordinary shares of the Company under option at the date of this report are as follows: Number Exercise Price Expiry Date Listed Options 20,890,000 20¢ 30 September 2012 Unlisted Options 1,000,000 25¢ 30 June 2013

INDEMNIFICATION AND INSURANCE OF OFFICERS There is no insurance in place at the present time. PROCEEDINGS ON BEHALF OF THE COMPANY The Company was not a party of any proceedings during the year.

AUDITOR INDEPENDENCE The auditors’ independence declaration as required by Section 307C of the Corporations Act 2001 for the year ended 30 June 2012 has been received and can be found after the Corporate Governance Statement.

AUDITOR BDO Audit (WA) Pty Ltd continues in office in accordance with Section 327 of the Corporations Act 2001.

NON‐AUDIT SERVICES The following non‐audit services were provided by associated entities of BDO Audit (WA) Pty Ltd. The Directors are satisfied that the provision of non‐audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non‐audit service provided means that auditor independence was not compromised. Associated entities of BDO Audit (WA) Pty Ltd received or are due to receive the following amounts for the provision of non‐audit services:

Tax Compliance Services $12,162 ‐ BDO Corporate Tax (WA) Pty Ltd Refer to note 15 in the financial statements for details of fees paid / payable to the auditor of the parent entity and its associated entities. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Zamanco Minerals Limited support and adhere to the principles of corporate governance. The Company’s Corporate Governance Statement is contained in the following section of this report. Signed in accordance with a resolution of the Directors.

Geoffrey Donohue Chairman Perth, Western Australia 14 September 2012


Corporate Governance

This statement outlines the main corporate governance practices that have been formally adopted by the Directors. These corporate governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated. Board of Directors The Board operates in accordance with the broad principles set out in its charter. Role and Responsibilities of the Board The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. This includes setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals.

A summary of the key responsibilities of the Board include: 1. Strategy ‐ Providing strategic guidance to the Group, including contributing to the development of and approving the

corporate strategy, acquisitions and divestures;

2. Financial performance ‐ Approving budgets, monitoring management and financial performance;

3. Financial reporting and audits ‐ Monitoring financial performance including approval of the annual and half‐year financial reports and liaison with the external auditors;

4. Leadership selection and performance ‐ Appointment, performance assessment and removal of the Managing Director. Ratifying the appointment and/or removal of other senior management, including the Company Secretary and other Board members;

5. Remuneration ‐ Management of the remuneration and reward systems and structures for executive management and staff;

6. Risk management ‐ Reviewing, ratifying and monitoring risk management systems (including an established code of conduct and share trading policy), internal controls and legal compliance; and

7. Relationships with the exchanges, regulators and continuous disclosure ‐ Ensuring that the capital markets are kept informed of all relevant and material matters and ensuring effective communications with shareholders.

Composition of the Board The names and details of the Directors of the Company in office at the date of this Statement are set out in the Report of the Directors. The composition of the Board is determined using the following principles:

Persons nominated as Non‐executive Directors shall be expected to have qualifications, experience and expertise of benefit to the Company and to bring an independent view to the Board’s deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter.

The Chairperson should ideally be independent, but in any case be Non‐executive and be elected by the Board based

on his/her suitability for the position.

The roles of Chairperson and Managing Director should not be held by the same individual.

All Non‐executive Directors are expected voluntarily to review their membership of the Board from time‐to‐time taking into account length of service, age, qualifications and expertise relevant to the Company’s then current policy and programme, together with the other criteria considered desirable for composition of a balanced board and the overall interests of the Company.



The Company considers that the Board should have at least three Directors (minimum required under the Company's Constitution) and strives to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has three Directors, none of which are independent directors. The Board believes that the Directors can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues, notwithstanding that they are not independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making.

The Chairman, Mr Geoff Donohue, is not an independent Director. However, the Board believes Mr Donohue is the most appropriate person for the position of Chairman because of his experience and proven track record as a public company director.

The Board has accepted the following definition of an independent Director: “An independent Director is a Director who is not a member of management (a Non‐executive Director) and who:

is not a substantial shareholder of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;

has not within the last three years been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;

is not a principal of a professional adviser to the Company or another group member; is not a significant consultant, supplier or customer of the Company or another group member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;

has no significant contractual relationship with the Company or another group member other than as a Director of the Company;

has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and

is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.”

Zamanco considers a significant consultant, supplier or customer to be material if the total of their annual invoices amounts to more than 5% of the Company’s total expenditure in that category. Independent Professional Advice and Access to Company Information Each Director has the right of access to all relevant Company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. A copy of advice received by the Director is made available to all other members of the Board. Nomination Committee / Appointment of New Directors Because the size of the Company and the size of the Board, the Directors do not believe it is appropriate to establish a separate Nomination Committee. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report and on the web. The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders. Term of Office Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting, one third of the Directors (excluding the Managing Director) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re‐election.



Performance of Directors and Managing Director The performance of all Directors, the Board as a whole and the Managing Director and Company Secretary are reviewed annually. The Board meets once a year with the specific purpose of conducting a review of its composition and performance. This review includes:

Determining the appropriate balance of skills and experience required to suit the Company’s current and future strategies;

Comparing the requirements above against the skills and experience of current Directors and executives; Assessing the independence of each Director; Measuring the contribution and performance of each Director; Assessing any education requirements or opportunities; and Recommending any changes to Board procedures, Committees or the Board composition.

A review was undertaken during the year ended 30 June 2012. The Company currently has no senior executives and therefore no performance evaluation was undertaken during the year by the Board. Conflict of Interest In accordance with the Corporations Act and the Company’s Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Diversity Effective from 1 July 2011, the Company has established a Diversity Policy in accordance with the updated recommendations of the ASX Corporate Governance Principles and Recommendations. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.

The Diversity Policy defines the initiatives which assist Zamanco with maintaining and improving the diversity of its workforce. In accordance with this policy and ASX Corporate Governance Principles, the Board has established the following objectives in relation to gender diversity. The aim is to achieve these objectives over the next 2 to 3 years as positions become vacant and appropriately skilled candidates are available: Proportion of Women Actual Objective Organisation as a whole 28.5% 40%Executive Management Team Nil 25%Board Nil 25%

Remuneration The Company’s practice is to remunerate fairly and responsibly and part of the remuneration is to be incentive based as considered appropriate by the Board. The performance of the Company depends upon the quality of its Directors and executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and executives.



To this end, the Company embodies the following principles in its remuneration framework:

provide competitive rewards to attract high calibre executives; link executive rewards to shareholder value; and establish appropriate performance hurdles in relation to variable executive remuneration.

A full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors in the current year is included in the remuneration report, which is contained within the Report of the Directors. There are no schemes for retirement benefits for Non‐executive directors, other than superannuation.

Board Remuneration Committee Due to the limited size of the Company and of its operations and financial affairs, the use of a separate remuneration committee is not considered efficient. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for determining remuneration is stringent and full details of remuneration policies and payments are provided to shareholders in the remuneration report in the Report of the Directors and on the web. Risk Oversight and Management The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. A summary of the risks recognised by the Board can be found in the corporate governance information section of the Company website at www.zamancominerals.com. Considerable importance is placed on maintaining a strong control environment. The Board actively promotes a culture of quality and integrity. Control procedures cover management accounting, financial reporting, compliance and other risk management issues. The Board encourages management accountability for the Company’s financial reports by ensuring ongoing financial reporting during the year to the Board. Annually, the Company Secretary (who is responsible for preparing the financial reports) and the CEO (or equivalent) are required to state in writing to the Board that in all material respects:

Declaration required under s295A of the Corporations Act 2001 ‐ the financial records of the Group for the financial year have been properly maintained; the financial statements and notes comply with the accounting standards; the financial statements and notes for the financial year give a true and fair view; and any other matters that are prescribed by the Corporations Act regulations as they relate to the financial

statements and notes for the financial year are satisfied.

Additional declaration required as part of corporate governance ‐ the risk management and internal compliance and control systems in relation to financial risks are sound,

appropriate and operating efficiently and effectively. These declarations were received for the June 2012 financial year.



Audit Committee Due to the limited size of the Company and of its operations and financial affairs, the use of a separate audit committee is not considered appropriate. In addition to management’s accountability, the Board assures integrity of the financial statements by:

(a) reviewing the Company's statutory financial statements to ensure the reliability of the financial information presented and compliance with current laws, relevant regulations and accounting standards; and

(b) monitoring compliance of the accounting records and procedures, in conjunction with the Company’s auditor, on matters

overseen by the Australian Securities and Investments Commission, ASX and Australian Taxation Office; (c) ensuring that management reporting procedures, and the system of internal control, are of a sufficient standard to

provide timely, accurate and relevant information as a sound basis for management of the Group’s business; (d) reviewing audit reports and management letters to ensure prompt action is taken by the Company's management; and (e) When required, nominating the external auditor and at least annually reviewing the external auditor in terms of their

independence and performance in relation to the adequacy of the scope and quality of the annual statutory audit and half‐year review and the fees charged.

Code of Conduct The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all Directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company’s integrity. In summary, the Code requires that at all times all Company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and Company policies. Share Trading Policy The Board has adopted a specific policy in relation to Directors and officers, employees and other potential insiders buying and selling shares. Directors, officers, consultants, management and other employees are prohibited from trading in the Company’s shares, options and other securities if they are in possession of price‐sensitive information.

Under the Company's Security Trading Policy personnel must receive written approval prior to any dealing in Zamanco’s securities.

The Directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities. Market Disclosure Policies The Board has a Market Disclosure Policy to ensure the compliance of the Company with the various laws and ASX Listing Rule obligations in relation to disclosure of information to the market. The Managing Director is responsible for ensuring that all employees are familiar with and comply with the policy. Zamanco is committed to: (a) ensuring that shareholders and the market are provided with timely and balanced information about its activities; (b) complying with the general and continuous disclosure principles contained in the ASX Listing Rules and the Corporations

Act 2001; and (c) ensuring that all market participants have equal opportunities to receive externally available information issued by

Zamanco.



Communication with Shareholders The Company places significant importance on effective communication with shareholders. Information is communicated to shareholders through the distribution of the annual and half yearly financial reports, quarterly reports on activities, announcements through ASX and the media, on the Company’s web site and through the Chairman’s address at the annual general meeting. In addition, news announcements and other information are sent by email to all persons who have requested their name to be added to the email list. If requested, the Company will provide general information by email, facsimile or post. The Company will, wherever practicable, take advantage of new technologies that provide greater opportunities for more effective communications with shareholders. Company Website Zamanco has made available full details of all its corporate governance principles, which can be found in the corporate governance information section of the Company website at www.zamancominerals.com.


Auditor’s Independence Declaration


Consolidated Statement of Comprehensive Income

For the Year Ended 30 June 2012

Consolidated

Year Ended

30 June 2012 Year Ended

30 June 2011

Note $ $ Revenues Interest revenue 113,684 133,456 Expenses Compliance costs (36,210) (25,642) Accommodation & travel costs (84,328) (3,804) Consultants Fees (314,821) (24,300) Directors Fees (994) ‐ Legal Fees (15,194) (200) Printing and stationery costs (4,753) (840) Staff costs (7,630) ‐ Exploration written off (272,443) (17,999) Other expenses (133,219) (40,467)

Profit/(loss) before income tax (755,908) 20,204 Income tax expense 2 ‐ ‐ Profit/(loss) after income tax attributable to members of Zamanco Minerals Limited (755,908) 20,204

Other comprehensive expense Exchange difference on translation (517) ‐ Total comprehensive profit/(loss) after income tax attributable to members of Zamanco Minerals Limited (756,421) 20,204

Cents CentsBasic profit/(loss) per share attributable to ordinary equity holders 3 (2.36) 0.07

Diluted profit/(loss) per share attributable to ordinary equity holders 3 ‐ 0.03

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.



Consolidated Statement of Financial Position

As at 30 June 2012

Consolidated 30 June 2012 30 June 2011

Note $ $ ASSETS Current Assets Cash and cash equivalents 24(a) 1,833,053 2,743,316 Trade and other receivables 4 14,538 4,133 Other assets 653 653

Total Current Assets 1,848,244 2,748,102

Non‐Current Assets Property, plant and equipment 5 8,922 ‐ Deferred exploration and evaluation costs 6 1,680,759 299,067 Other financial assets 7 17,000 ‐

Total Non‐Current Assets 1,706,681 299,067

Total Assets 3,554,925 3,047,169

LIABILITIES Current Liabilities Trade and other payables 8 84,205 30,200

Total Current Liabilities 84,205 30,200

Total Liabilities 84,205 30,200

Net Assets 3,470,720 3,016,969

Equity Issued capital 9 4,493,724 3,283,724 Reserves 10 (341) ‐ Accumulated losses (1,022,663) (266,755)

Total Equity 3,470,720 3,016,969

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


Consolidated Statement of Cash Flows


Consolidated

Year Ended

30 June 2012 Year Ended

30 June 2011

Note $ $Cash flows from operating activities Receipts – GST refunds 31,703 15,454 Payments to suppliers and employees (582,906) (110,920) Interest received 113,684 133,456

Net cash flows from/(used in) operating activities 24(b) (437,519) 37,990 Cash flows from investing activities Payments for Property, plant and equipment (8,922) ‐ Payments for investments (258,110) ‐ Payments for exploration (205,712) (84,603)

Net cash flows used in investing activities (472,744) (84,603)

Cash flows from financing activities

Repayment of Borrowings ‐ ‐

Net cash flows used in financing activities ‐ ‐

Net decrease in cash and cash equivalents held (910,263) (46,613)Add opening cash and cash equivalents brought forward 2,743,316 2,789,929

Closing cash and cash equivalents carried forward 1,833,053 2,743,316

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


Consolidated Statement of Changes in Equity


IssuedCapital

Foreign Currency

Translation Reserve

Share Based Payments Reserve

Accumulated Losses

Total Equity

$ $ $ $ $ CONSOLIDATED At 1 July 2010 3,283,724 ‐ ‐ (286,959) 2,996,765 Profit for the year ‐ ‐ ‐ 20,204 20,204

Total comprehensive income for the year ‐ ‐ ‐ 20,204 20,204Transactions with owners in their capacity as owners:

Issue of share capital, net of transaction costs ‐ ‐ ‐ ‐ ‐

At 30 June 2011 3,283,724 ‐ ‐ (266,755) 3,016,969

Exchange differences on translation ‐ (517) ‐ ‐ (517)Loss for the year ‐ ‐ ‐ (755,908) (755,908)

Total comprehensive loss for the year ‐ (517) ‐ (755,908) (756,425)Transactions with owners in their capacity as owners:

Issue of share capital, net of transaction costs 1,210,000 ‐ ‐ ‐ 1,210,000Share based payments ‐ ‐ 176 176

At 30 June 2012 4,493,724 (517) 176 (1,022,663) 3,470,720

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


Notes to the Consolidated Financial Statements

1. ACCOUNTING POLICIES

(i) Basis of Accounting

These general purpose financial statements for year ended 30 June 2012 have been prepared in accordance with Corporations Act 2001 and Australian Accounting Standards (including Australian Accounting Interpretations) and authoritative pronouncements of the Australian Accounting Standards Board. These financial statements have been prepared in accordance with the historical costs convention with the exception of investments which have been measured at fair value. The functional currency and presentation currency of Zamanco Minerals Limited is Australian dollars. (ii) Statement of Compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS). (iii) Adoption of New and Revised Standards

The Group has reviewed all of the Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the annual reporting year ending 30 June 2012. These include the following: AASB 9 Financial Instruments (effective from 1 January 2013) AASB 9 amends the requirements for classification and measurement of financial assets. The standard is not applicable until 1 January 2013, and Zamanco has not yet made an assessment of the impact of these amendments. AASB 10 Consolidated Financial Statements (effective from 1 January 2013) This standard will have no impact on Zamanco as the Group has no special purpose entities. AASB 11 Joint Arrangements (effective from 1 January 2013) AASB 11 clarifies the accounting treatments for joint arrangements. There is no material impact for Zamanco. AASB 12 Disclosure of Interests in Other Entities (effective from 1 January 2013) AASB 12 is a disclosure standard only which may require additional disclosures for interests in other entities, including joint arrangements. AASB 13 Fair Value Measurement (effective from 1 January 2013) AASB 13 establishes a single framework for measuring fair value of financial and non‐financial items. Zamanco has not yet made an assessment of the impact of these amendments. AASB 119 Employee Benefits (effective from 1 January 2013) AASB 119 includes amendments to the timing for recognition of liabilities for termination benefits. Zamanco currently calculates its liability for annual leave employee benefits on the basis that it is due to be settled within 12 months of the end of the reporting period because employees are entitled to use this leave at any time. The amendments require that such liabilities be calculated on the basis of when the leave is expected to be taken, i.e. expected settlement. Zamanco has not yet made an assessment of the impact of these amendments. AASB 2011‐4 Key Management Personnel Disclosure Requirements (effective from 1 July 2013) AASB 2011‐4 removes the individual key management personnel (KMP) disclosure requirements from AASB 124 to eliminate duplicated information required under the Corporation Act 2001. When this standard is first adopted for the year ended 30 June 2014, the Group will show reduced disclosures under the Key Management Personnel note to the financial statements.



1. ACCOUNTING POLICIES ‐ continued (iii) Adoption of New and Revised Standards ‐ continued AASB 2011‐9 Presentation of Items of Other Comprehensive Income (effective from 1 July 2012) When this standard is first adopted for the year ended 30 June 2013, there will be no impact on amounts recognised for transactions and balances for 30 June 2013 (and comparatives). However, the statement of comprehensive income will include name changes and include subtotals for items. Impact is disclosure only. None of the other amendments or interpretations are expected to affect the accounting policies of Zamanco. (iv) Significant Accounting Estimates and Judgments

Significant accounting judgments In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements.

Exploration assets The Group’s accounting policy for exploration expenditure is set out at Note 1(v). The application of this policy necessarily requires management to make certain estimates and assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised expenditure under the policy, it is concluded that the expenditures are unlikely to be recovered by future exploitation or sale, then the relevant capitalised amount will be written off to the profit or loss. Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting year are: (i) Impairment of assets

In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are made regarding the present value of future cash flows using asset‐specific discount rates and the recoverable amount of the asset is determined. Value‐in‐use calculations performed in assessing recoverable amounts incorporate a number of key estimates. (ii) Commitments ‐ Exploration

The Group has certain minimum exploration commitments to maintain its right of tenure to exploration permits. These commitments require estimates of the cost to perform exploration work required under these permits.

(v) Summary of Significant Accounting Policies

Basis of consolidation The consolidated financial statements include the financial statements of Zamanco Minerals Limited (“the Company”), and its subsidiaries (“the Group” or “Group”). The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. A list of controlled entities is contained in note 16 to the financial statements. Where an entity has been acquired during the year, its results are included in consolidated results from the date control commenced. Unrealised gains and losses and inter‐entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation.



1. ACCOUNTING POLICIES ‐ continued

(v) Summary of Significant Accounting Policies ‐ continued

Cash and cash equivalents

Cash and short‐term deposits in the statements of financial position comprise cash at bank and in hand and short‐term deposits with an original maturity of three months or less. For the purposes of the Statements of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Foreign currency translation

(i) Functional and presentation currency Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is Zamanco Minerals Limited’s functional and presentation currency.

(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges, or are attributable to part of the net investment in a foreign operation.

Translation differences on financial assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on non‐monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non‐monetary financial assets, such as equities classified as available‐for‐sale financial assets are included in the fair value reserve in equity.

(iii) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each statement of financial position presented are translated at the closing rate at the

date of that statement of financial position;

• income and expenses per the profit or loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.





Trade and other receivables

Receivables are initially recognised at fair value and subsequently measured at amortised cost, less allowance for doubtful debts. Current receivables for GST are due for settlement within 30 days and other current receivables within 12 months. They are recognised initially at fair value and subsequently at amortised cost. Share‐based payment transactions

The Group may provide benefits to employees (including directors) and consultants of the Group in the form of share‐based payment transactions, whereby services are rendered in exchange for shares or rights over shares (‘equity‐settled transactions’). The cost of these equity‐settled transactions is measured by reference to the fair value at the date at which they are granted. Share‐based payments – options with an exercise price The fair value of these payments is determined using a Black‐Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The fair value of the options granted is adjusted to reflect market conditions, but excludes the impact of any non‐market vesting conditions. Non‐market vesting conditions, if any, are included in assumptions about the number of options likely to be exercisable. Upon exercise of the options, the proceeds received, net of any transaction costs, are credited to issued capital. Jointly controlled interests

The proportionate interests in the assets, liabilities and expenses of a joint interest activity have been incorporated in the financial statements under the appropriate headings. Details of the joint ventures are set out in Note 20.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and any impairment. Depreciation is calculated on a reducing balance basis to write off the net cost of each item of plant and equipment over its expected useful life, being 2.5 to 5 years. Depreciation of the processing plant acquired during the year will be based over future periods on a basis related to expected benefits.





Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred by or on behalf of the group is accumulated separately for each area of interest. Exploration and evaluation expenditure is recognised in relation to an area of interest when the rights to tenure of the area of interest are current and either: • such expenditure is expected to be recovered through successful development and commercial exploitation of

the area of interest; or • the exploration activities in the area of interest have not yet reached a stage which permits reasonable

assessment of the existence of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration expenditure, which no longer satisfies the above policy, is written off. Restoration costs expected to be incurred are provided for as part of exploration, evaluation, development or production phases that give rise to the need for restoration.

Impairment of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash‐generating unit to which the asset belongs. When the carrying amount of an asset or cash‐generating unit exceeds its recoverable amount, the asset or cash‐generating unit is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Restoration, rehabilitation, and environmental costs

The group recognises any legal restoration obligation as a liability at the time a legal liability exists. The carrying amount of the long lived assets to which the legal obligation relates is increased by the restoration obligation costs and amortised over the producing life of the asset.





Investments and other financial assets

Non‐current investments in subsidiaries are carried at their cost of acquisition in the Company’s statement of financial position. An impairment for investment is made where the Company has assessed the investment as not recoverable. Investments in listed entities are categorised as financial assets at fair value through profit or loss. Designation is re‐evaluated at each reporting date, but there are restrictions on reclassifying to other categories. When these financial assets are recognised initially, they are measured at fair value. At each reporting date, gains or losses on these financial assets are recognised in profit or loss. Trade and other payables

Trade payables and other payables are recognised initially at fair value and subsequently at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre‐tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Employee entitlements

Liabilities for wages and salaries, including non‐monetary benefits, annual leave, and any other employee entitlements expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. Employee entitlements expenses and revenues arising in respect of wages and salaries, non‐monetary benefits, annual leave, long service leave, sick leave and other entitlements are charged against profits on a net basis. Contributions are made to employee superannuation plans and are charged as expenses when incurred. Issued capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.





Revenue

Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues. Interest revenue

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Deferred income tax is provided on all temporary differences in the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised for all taxable temporary differences, except where the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry‐forward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Income taxes relating to items recognised directly in equity are recognised in equity and not in the profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.





Other taxes

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense as applicable. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in Statements of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities that are recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • costs of servicing equity (other than dividends) and preference share dividends; • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been

recognised as expenses; and • other non‐discretionary changes in revenues or expenses during the year that would result from the dilution of

potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Acquisition Accounting

The acquisition method of accounting is used to account for all business combinations. Consideration is measured at the fair value of the assets transferred, liabilities incurred and equity interests issued by the Group on acquisition date. Consideration also includes the acquisition date fair values of any contingent consideration arrangements, any pre‐existing equity interests in the acquiree and share‐based payment awards of the acquiree that are required to be replaced in a business combination. The acquisition date is the date on which the Group obtains control of the acquiree. Where equity instruments are issued as part of the consideration, the value of the equity instruments is their published market price at the acquisition date unless, in rare circumstances it can be demonstrated that the published price at acquisition date is not fair value and that other evidence and valuation methods provide a more reasonable measure of fair value.





Identifiable assets acquired and liabilities and contingent liabilities assumed in business combinations are, with limited exceptions, initially measured at their fair values at acquisition date. Goodwill represents the excess of the consideration transferred and the amount of the non‐controlling interest in the acquiree over fair value of the identifiable net assets acquired. If the consideration and non‐controlling interest of the acquiree is less than the fair value of the net identifiable assets acquired, the difference is recognised in profit or loss as a bargain purchase price, but only after a reassessment of the identification and measurement of the net assets acquired. For each business combination, the Group measures non‐controlling interests at either fair value or at the non‐controlling interest's proportionate share of the acquiree's identifiable net assets. Acquisition‐related costs are expensed when incurred. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Where the group obtains control of a subsidiary that was previously accounted for as an equity accounted investment in associate or jointly controlled entity, the group remeasures its previously held equity interest in the acquiree at its acquisition date fair value and the resulting gain or loss is recognised in profit or loss. Where the Group obtains control of a subsidiary that was previously accounted for as an available‐for‐sale investment, any balance on the available‐for‐sale reserve related to that investment is recognised in profit or loss as if the Group had disposed directly of the previously held interest. Where settlement of any part of the cash consideration is deferred, the amounts payable in future are discounted to present value at the date of exchange using the entity's incremental borrowing rate as the discount rate. Assets and liabilities from business combinations involving entities or businesses under common control are accounted for at the carrying amounts recognised in the Group's controlling shareholder's consolidated financial statements. When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset.

Consolidated Year ended Year ended

30 June 2012 30 June 2011

2. TAXATION $ $

The reconciliation between tax expense and the product of accounting profit/(loss) before income tax multiplied by the Company’s applicable income tax rate is as follows:

Profit/(loss) before income tax (755,908) 20,204 Income tax (benefit) @ 30% (2011: 30%) (226,772) 6,060 Tax effect of amounts which are not deductible in calculating taxable income: Deferred tax assets relating to tax losses not recognised 639,321 13,261 Other temporary differences not recognised (412,549) (19,321)

Total income tax expense ‐ ‐



Consolidated Year ended Year ended

30 June 2012 30 June 2011

2. TAXATION ‐ continued $ $

Deferred tax assets and liabilities not recognised relate to the following: Deferred tax assets Tax losses 862,044 199,287Other temporary differences 8,100 8,160Deferred tax liabilities Exploration expenditure capitalised (504,228) (89,720)

Net deferred tax assets not recognised 365,916 117,727

Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. The franking account balance at year end was $nil (2011: nil)

Zamanco Minerals Limited and its 100% owned subsidiaries have not formed a tax consolidated group.


3. EARNINGS PER SHARE Cents Cents

Basic profit/(loss) per share (2.36) 0.07Diluted profit/(loss) per share ‐ 0.03

The following reflects the earnings used in basic and diluted earnings per share computations:

a) Earnings used in calculating earnings per share Consolidated 30 June 2012 30 June 2011

Basic Earnings per share: $ $ Total comprehensive profit/(loss) after income taxattributable to members of Zamanco Minerals Limited (755,908) 20,204

Diluted Earnings per share: Total comprehensive profit/(loss) after income taxattributable to members of Zamanco Minerals Limited

(755,908) 20,204

b) Weighted average number of shares

30 June 2012 30 June 2011

Weighted average number of ordinary shares for basicearnings per share

31,998,087 30,000,000

Effect of dilution of options ‐ 29,400,000Weighted average number of ordinary shares adjusted for dilution 31,998,087 59,400,000

As at 30 June 2012, the Company’s potential ordinary shares, being its options granted, were not considered dilutive as the conversion of these options would result in a decreased net loss per share.




$ $4. TRADE AND OTHER RECEIVABLES

Current GST refundable 14,538 4,133

Total current receivables 14,538 4,133

Fair Value and Risk Exposures: (i) Due to the short term nature of these receivables, their carrying value is

assumed to approximate their fair value. (ii) The maximum exposure to credit risk is the fair value of receivables. Collateral

is not held as security. (iii) Details regarding interest rate risk exposure are disclosed in note 21. (iv) Other receivables generally have repayments between 30 and 90 days.

There are no receivables that are past the due date. There are no financial instruments carried at fair value that require level 1, 2 or 3 disclosures.


$ $5. PROPERTY, PLANT AND EQUIPMENT

Plant and equipment at cost 7,122 ‐ Accumulated depreciation ‐ ‐

7,122 ‐

Motor vehicles at cost 1,800 ‐Accumulated depreciation ‐ ‐

1,800 ‐

8,922 ‐

2012 Reconciliation of plant and equipment:

Plant and equipment

MotorVehicles Total

$ $ $

Carrying amount at beginning of the year ‐ ‐

‐

Additions 7,122 1,800 8,922 Disposals ‐ ‐ ‐ Depreciation charge ‐ ‐ ‐

Carrying amount at end of the year 7,122 1,800 8,922




$ $6. DEFERRED EXPLORATION AND EVALUATION COSTS

Deferred exploration costs brought forward 299,067 232,463 Addition through acquisitions (note 18) 1,468,110 ‐ Deferred exploration costs this year 186,025 84,603 Exploration costs previously deferred now written off (272,443) (17,999)

Deferred exploration costs carried forward 1,680,759 299,067

Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas. 7. OTHER FINANCIAL ASSETS

Investment in listed entities – at fair value 17,000 ‐

Movements as follows: Shares acquired under joint venture agreement with Crest Minerals 20,000 ‐ Fair value loss for the year (3,000) ‐

17,000 ‐

8. TRADE AND OTHER PAYABLES

Current Trade creditors and accruals 84,205 30,200 Fair Value and Risk Exposures

(i) Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

(ii) Trade and other payables are unsecured and usually paid within 60 days of recognition.




$ $9. CONTRIBUTED EQUITY

(a) Issued Capital

Ordinary shares fully paid 4,313,724 3,283,724 Deferred Consideration Shares 180,000 ‐ 4,493,724 3,283,724

(b) Movements in Ordinary Share Capital

Number of Shares

Summary of Movements $

30,000,000 Opening balance as at 1 July 2010 3,283,724

30,000,000 Closing Balance at 30 June 2011 3,283,724

30,000,000 Opening balance as at 1 July 2011 3,283,7245,150,000 Issue of Shares for acquisition of Zamanco Minerals Limited (Zambia) 1,030,000

32,150,000 Closing Balance at 30 June 2012 4,313,724

As at 30 June 2012, the Deferred Consideration Shares had not been issued – refer to note 18. (c) Listed Options Zamanco Minerals Limited had the following listed options on issue as at 30 June 2012: • 29,400,000 options at an exercise price of $0.20 exercisable on or before 30 September 2012.

During the year, no listed options were granted, cancelled or exercised (2011: nil).

(d) Unlisted Options Zamanco Minerals Limited had the following unlisted options on issue as at 30 June 2012: • 1,000,000 options at an exercise price of $0.25 exercisable on or before 30 June 2013.

During the year, 1,000,000 unlisted options were granted, no unlisted options were cancelled or exercised (2011: nil). (e) Terms and Conditions of Issued Capital Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. (f) Terms and Conditions of Deferred Consideration Shares The deferred consideration shares will only be issued upon the achievement of certain milestones. The amount shown for the deferred consideration shares is the value based on the probability of achieving these milestones, details of which are shown in note 18. (g) Capital Management When managing capital, management's objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.



Management may in the future adjust the capital structure to take advantage of favourable costs of capital and issue further shares in the market. Management has no current plans to adjust the capital structure. There are no plans to distribute dividends in the next year. Total capital is equity as shown in the statement of financial position. The Group is not subject to any externally imposed capital requirements.


$ $10. RESERVES

Foreign translation reserve (517) ‐ Option reserve 176 ‐

(341) ‐

Movements in reserves during the year: Foreign translation reserve Balance at beginning of period ‐ ‐ Foreign translation difference on consolidation (517) ‐

Balance at period end (517) ‐

Share based payment reserve Balance at beginning of period ‐ ‐ Options issued to Consultants 176 ‐

Balance at period end 176 ‐

Nature and purpose of reserves The Share‐based payments reserve is used to recognise the fair value of options and performance rights granted. i. Share based payment reserve

The Share‐based payments reserve is used to recognise the fair value of options issued to consultants but not yet exercised.

ii. Foreign currency translation Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1(v).


$ $11. COMMITMENTS

Tenement Expenditure Commitments: The Group is required to maintain current rights of tenure to tenements, which require outlays of expenditure in 2012/2013. Under certain circumstances these commitments are subject to the possibility of adjustment to the amount and/or timing of such obligations, however, they are expected to be fulfilled in the normal course of operations.

99,000 70,000 Lease commitments Within one year

34,298 ‐



12. EMPLOYEE INCENTIVE SCHEME AND OTHER SHARE‐BASED PAYMENTS

(a) Employee Incentive Scheme

An employee incentive scheme has been established where Zamanco Minerals Limited may, at the discretion of management, grant options over the ordinary shares in Zamanco Minerals Limited to employees of the group. The options are granted at the discretion of the Directors, who may take into account skills, experience, length of service with the Company or an Associated Body Corporate, remuneration level and such other criteria as the Directors consider appropriate in the circumstances. Options issued pursuant to the Scheme are issued free of charge. The exercise price and expiry date of the options, and the date(s) on which the options may be exercised, is determined by the Directors, provided the exercise price shall not be less than the weighted average market price for shares (calculated as the average sale price for Zamanco shares on ASX over the last 5 business days on which sales of shares were recorded on ASX) immediately preceding the date on which the Directors resolve to grant the said options. The options cannot be transferred and will not be quoted on ASX. There are currently no employees eligible and therefore no options have been issued to date under the Scheme. As at 30 June 2012, no options have been granted under this scheme (2011: nil). (b) Other Share Based Payments For share based payments for exploration acquisitions, refer to note 18 (2011: nil). Options granted to Consultants on 21 June 2011 1,000,000 options expiring 30 June 2013, exercisable at 35 cents each. The Incentive Options will vest upon the achievement of certain milestones. The milestones include the successful completion of tenement acquisition agreements, transfer of the tenements to Zamanco subsidiaries, compliance with the relevant Zambian ministries and the definition of a JORC compliant Indicated Resource of greater than 2Mt at 40% Mn. The assessed fair value of the options were determined using a Black‐Scholes option pricing model, taking into account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk‐free interest rate for the term of the option. The inputs to the model used were: Grant date 21/06/2011Option exercise price ($) 0.25Expected life of options (years) 1.0247Dividend yield (%) ‐Expected volatility (%) 60Risk‐free interest rate (%) 2.56Underlying share price ($) 0.25Value of Option ($) 0.022 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.



13. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Key Management Personnel Compensation


$ $Short‐term employee benefits 261,338 ‐Post‐employment benefits ‐ ‐Share‐based payments ‐ ‐

261,338 ‐

(b) Equity Instrument Disclosures Relating to Key Management Personnel (i) Options provided as remuneration and shares issued on any exercise of such options

No options were provided as remuneration and no shares issued on any exercise of such options to any Director of Zamanco Minerals Limited and any other key management personnel of the Group during the financial year.

(ii) Option holdings

The number of options over ordinary shares in the Company held during the financial year by each Director of Zamanco Minerals Limited and any other key management personnel of the Group, including their personally related parties, are as follows:

2012 Options (held directly and indirectly)

Name

Balance at 1 July 2011

Options granted as

remuneration during the

year

Other Options granted

during the year

Options exercised during the

year

Balance at

30 June 2012

Number vested and exercisable

Geoffrey Donohue 4,525,000 ‐ ‐ ‐ 4,525,000 4,525,000Jacques Badenhorst ‐ ‐ ‐ ‐ ‐ ‐Thomas Hill ‐ ‐ ‐ ‐ ‐ ‐Peter McIntyre 2,500,000 ‐ ‐ ‐ 2,500,000 2,500,000Peter Ironside 3,075,000 ‐ ‐ ‐ 3,075,000 3,075,000

Total Options 10,100,000 ‐ ‐ ‐ 10,100,000 10,100,000 All options exercisable at 20c on or before 30 September 2012

2011 Options (held directly and indirectly)

Name

Balance at 1 July 2010

Options granted as

remuneration during the

year

Other Options granted

during the year

Options exercised during the

year

Balance at

30 June 2011

Number vested and exercisable

Geoffrey Donohue 4,525,000 ‐ ‐ ‐ 4,525,000 4,525,000Peter McIntyre 2,500,000 ‐ ‐ ‐ 2,500,000 2,500,000Peter Ironside 3,075,000 ‐ ‐ ‐ 3,075,000 3,075,000

Total Options 10,100,000 ‐ ‐ ‐ 10,100,000 10,100,000



13. KEY MANAGEMENT PERSONNEL DISCLOSURES ‐ continued (b) Equity Instrument Disclosures Relating to Key Management Personnel ‐ continued All options exercisable at 20c on or before 30 September 2012

(iii) Share holdings The number of ordinary shares in the Company held during the financial year by each Director of Zamanco Minerals Limited and any other key management personnel of the Group, including their personally related parties, are as follows. There were no shares granted during the year as compensation (2011: nil). There were no shares issued upon exercise of options (2011: nil).

2012 Shares (held directly and indirectly) Balance at

1 July 2011 Net change

during the year Balance at

30 June 2012

Name Direct Interest

Indirect Interest

DirectInterest

Indirect Interest

Geoffrey Donohue 1,650,000 4,251,833 ‐ 1,650,000 4,251,833 Jacques Badenhorst ‐ ‐ 1,212,500 ‐ 1,212,500 Thomas Hill ‐ ‐ 1,212,500 ‐ 1,212,500 Peter McIntyre ‐ 2,988,163 399,073 ‐ 3,387,236 Peter Ironside 858,950 4,451,833 ‐ 858,950 4,451,833

Total Shares 2,508,950 11,691,829 2,824,073 2,508,950 14,515,902

2011 Shares (held directly and indirectly) Balance at

1 July 2010 Net change

during the year Balance at

30 June 2011

Name Direct Interest

Indirect Interest

DirectInterest

Indirect Interest

Geoffrey Donohue 1,650,000 3,111,833 1,140,000 1,650,000 4,251,833 Peter McIntyre ‐ 2,500,000 488,163 ‐ 2,988,163 Peter Ironside ‐ 3,311,833 1,998,950 858,950 4,451,833

Total Shares 1,650,000 8,923,666 3,627,113 2,508,950 11,691,829



13. KEY MANAGEMENT PERSONNEL DISCLOSURES ‐ continued (c) Other Transactions with Key Management Personnel

Mr Jacques Badenhorst is a beneficiary of the JAB Trust, and Mr Thomas Hill is a beneficiary of the Boardwalk Trust. During the year, the Company acquired 100% of the issued capital of Zamanco Holdings Limited (ZHL), a company incorporated in the Republic of Mauritius that has interests in manganese tenements in Zambia. The JAB Trust and Boardwalk Trust vended their interest in ZHL to the Company pursuant to a Share Sale Agreement. Both received consideration of:

• 1,212,500 Ordinary Shares; • 1,212,500 Tranche 1 Deferred Consideration Shares • 3,637,500 Tranche 1 Deferred Consideration Shares; and • 6,062,500 Tranche 3 Deferred Consideration Shares.

The transaction was undertaken on arms‐length terms and conditions. Refer note 18. Mr Jacques Badenhorst, Director, is a shareholder and director of MRD (Pty) Ltd. During the year an amount of $11,327 (2011: nil) was paid for office rental and accounting services at normal commercial rates. Mr Peter Ironside, Director, is a shareholder and director of Ironside Pty Ltd. Ironside Pty Ltd is a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises Zamanco occupies in Western Australia. During the year an amount of$24,420 (2011: nil) was paid for office rental at normal commercial rates. Mr Peter McIntyre, Director, is a shareholder and director of Macallum Group Limited. During the year an amount of $17,765 (2011: nil) was paid for geological services at normal commercial rates.

14. OTHER RELATED PARTY TRANSACTIONS Subsidiaries During the financial year the parent entity provided loan funds to its subsidiaries: • APG Resources, of $590,681 (2011: $88,161). $235,451 of this loan was considered impaired and written off as at 30

June 2012 (2011: $20,730); • Zamanco Holdings Limited, of $380,356 (2011: nil); and • Zamanco Minerals Limited (Zambia), of $168,559 (2011: nil).

Consultancy Agreements The Company entered into a Consultancy Agreement with Armarium Capital (Pty) Ltd for the services of Mr Thomas Hill as executive director. The key terms are summarised as follows; • Commencement date 1 December 2011 for a term of three years which can be extended by mutual written

agreement; • Payment of a consultancy fee of $224,004 per year (excluding GST); • The Consultancy Agreement can be terminated by:

(a) the Company giving 3 months’ notice; (b) the Consultant giving 3 months’ notice; or (c) the Company may terminate the contract immediately for:

‐ breach of contract; ‐ conviction of a criminal offence bringing disrepute; ‐ grave misconduct or wilful neglect in discharge of duties.




15. AUDITORS’ REMUNERATION $ $ Amount received or due and receivable by the auditor or their related entities: Auditing the financial statements

BDO Audit (WA) Pty Ltd 32,784 26,218 Other services

‐ Taxation Compliance BDO Corporate Tax (WA) Pty Ltd 12,162 6,565

44,946 32,783

Company

16. PARENT ENTITY DISCLOSURES 30 June 2012 30 June 2011

$ $

Summarised Statement Of Comprehensive Income

Profit/(loss) for the year after tax (758,713) 22,216

Other comprehensive income ‐ ‐

Total comprehensive profit/(loss) for the year (758,713) 22,216

Summarised Statement of Financial Position

Current Assets 2,440,394 3,007,168

Non Current Assets 1,098,110 40,000

Total Assets 3,538,504 3,047,168

Current Liabilities 68,073 28,200

Non Current Liabilities ‐ ‐

Total Liabilities 68,073 28,200

Net Assets 3,470,431 3,018,968

Total equity of the parent entity comprising:

Share Capital 4,493,724 3,283,724

Reserves 176 ‐

Accumulated losses (1,023,469) (264,756)

Total Equity 3,470,431 3,018,968



16. PARENT ENTITY DISCLOSURES ‐ continued Details of the investments in the controlled entities are:

Name of Entity Country ofIncorporation

2012% Held

2011% Held

APG Resources Pty Ltd Australia 100% 100% Zamanco Holdings Limited Mauritius 100% nil Zamanco Minerals Limited Zambia 100% nil Zamanone Mining Limited Zambia 100% nil Guarantees, commitments and contingent liabilities of the parent are the same as for the Consolidated Group. Refer note 11 and 19.



17. SEGMENT INFORMATION

Management has determined that the Group has two reportable segments, being mineral exploration in two geographical locations ‐ Western Australia and Zambia. As the Group is focused on mineral exploration, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date.

Australia Zambia Total

Operations

Operating Segments $ $ $ 2012 Revenue and income ‐ ‐ ‐ Segment loss before income tax (276,730) (382,916) (659,646) Segment assets 120,066 1,646,380 1,766,446

Segment liabilities (3,344) (12,788) (16,132)

Reconciliation of segment revenue: Segment revenue Unallocated:

‐ Interest revenue 113,684

Total revenue 113,684

Reconciliation of segment loss before income tax: Segment loss before income tax (276,730) (382,916) (659,646) Unallocated:

‐ Interest Revenue 113,456 ‐ Corporate and administration services (206,058) ‐ Foreign currency losses (660) ‐ Diminution of Investments (3,000)

Profit/(loss) before income tax (755,908)

Reconciliation of total assets: Segment assets 120,066 1,646,380 1,766,446

Unallocated:

‐ Financial assets 1,761,316

‐ Other 27,163

Total assets 3,554,925

Reconciliation of total liabilities:

Segment liabilities (3,344) (12,788) (16,132)

Unallocated:

‐ Financial liabilities (68,073)

Total liabilities (84,205)



17. SEGMENT INFORMATION ‐ continued

Australia Zambia Total

Operations

Operating Segments $ $ $ 2011 Revenue and income ‐ ‐ ‐ Segment loss before income tax (17,999) ‐ (17,999) Segment assets 299,067 ‐ 299,067

Segment liabilities ‐ ‐ ‐

Reconciliation of segment revenue: Segment revenue Unallocated:

‐ Interest revenue 133,456

Total revenue 133,456

Reconciliation of segment loss before income tax: Segment loss before income tax (17,999) ‐ (17,999) Unallocated:

‐ Interest Revenue 133,456 ‐ Corporate and administration services (95,253)

Profit/(loss) before income tax 20,204

Reconciliation of total assets: Segment assets 299,067 ‐ 299,067

Unallocated:

‐ Financial assets 2,743,316

‐ Other 4,786

Total assets 3,047,169

Reconciliation of total liabilities:

Segment liabilities ‐ ‐ ‐

Unallocated:

‐ Financial liabilities (30,200)

Total liabilities (30,200)



18. ASSET ACQUISITION On 10 February 2012, Zamanco acquired a 100% of the issued capital of Zamanco Holdings Limited (ZHL), a company that has interests in manganese tenements in Zambia. The consideration payable to ZHL comprised $106,000 payable in cash (repayment of expenses incurred), 5,150,000 fully paid ordinary shares in the Company and the issue of deferred consideration of up to 46,350,000 shares based on performance milestones associated with the development of the Serenje Manganese Project in Zambia. Details of the fair value of the assets and liabilities acquired as at 10 February 2012 are as follows: Purchase consideration comprises: Number Price $

Cash paid ‐ reimbursement of expenses incurred 106,000

Shares issued to vendors 5,150,000 $0.20 1,030,000

Tranche 1 Deferred Consideration Shares 5,150,000 66,950



Legal and other costs attributable to assets acquired 152,110

1,468,110

Net assets acquired: Exploration and evaluation assets 1,468,110

None of the deferred consideration shares have been issued as at 30 June 2012. The ordinary and deferred consideration shares outlined above are considered a share‐based payment and have been accounted for in accordance with AASB2 by valuing the net assets acquired.

19. CONTINGENT ASSETS AND LIABILITIES On 10 February 2012, Zamanco acquired 100% of the issued capital of Zamanco Holdings Limited (ZHL), a company that has interests in manganese tenements in Zambia. The purchase consideration included three contingent Tranches of shares, which are to be issued once certain milestones are reached, as follows:

• First Performance Milestone to be met on or before 9 August 2013 ‐ 5,150,000 shares ‐ if the Company defines a JORC‐compliant Indicated Resource of manganese in excess of 1,000,000 metric tonnes and at a grade of greater than 40% Mn, from one of its Zambian projects;

• Second Performance Milestone to be met on or before 9 February 2016 – 15,450,000 shares ‐ if the Company completes a bankable feasibility study for the production of ferromanganese from one of its Zambian projects (with a demonstrated capacity to produce at least 60,000,000 metric tonnes per annum for a minimum of ten (10) years), and the board of the Company approves the development of that project; and

• Third Performance Milestone to be met on or before 9 February 2017 – 25,750,000 shares ‐ if the Company achieves 12 months of continuous production from its high carbon ferromanganese smelter.

None of the deferred consideration shares have been issued as at 30 June 2012. Apart from the above the Group has no contingent assets or liabilities at 30 June 2012.



20. JOINT VENTURES The Group has the following interests in unincorporated joint ventures:

Joint Venture Principal

Activities Zamanco Group

% Interest 30 June 2012 30 June 2011

Zambia Mkushi Exploration Earning 49% ‐Kabwe Exploration Earning 49% ‐Chinsali Exploration Earning 49% ‐EML Mansa Exploration Earning 80% ‐Mansa Exploration Earning 80% ‐Milenge Exploration Earning 80% ‐Sernenje/Milenge Exploration Earning 80% ‐ Australia Yundamindera Joint Venture Exploration 30% Earning 80%

The joint ventures are not separate legal entities. It is a contractual arrangement between participants for the sharing of costs and outputs and does not in itself generate revenue and profit. The joint venture is of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities; thereafter the parties often share exploration and development costs and output in proportion to their ownership of joint venture assets. The joint venture does not hold any assets and accordingly the Company's share of exploration evaluation and development expenditure is accounted for in accordance with the policy set out in note 1.

21. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS

The Group’s principal financial instruments comprise cash and short‐term deposits. The main purpose of these financial instruments is to provide working capital for the Group’s operations. The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk. The Board reviews and agrees on policies for managing each of these risks and they are summarised below.



21. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS ‐ continued

Interest Rate Risk At reporting date the Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s short‐term cash deposits. The Group constantly analyses its exposure to interest rates, with consideration given to potential renewal of existing positions, the mix of fixed and variable interest rates and the period to which deposits may be fixed. At reporting date, the Group had the following financial assets exposed to variable interest rates that are not designated in cash flow hedges:

Consolidated

2012 2011

$ $Financial Assets: Cash and cash equivalents (interest‐bearing accounts) 1,833,046 2,743,316Net exposure 1,833,046 2,743,316

The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date for variable interest bearing accounts. The 0.5% sensitivity is based on reasonably possible changes, over a financial year, using an observed range of historical LIBOR movements over the last 3 years. At 30 June 2012, if interest rates had moved on variable interest bearing accounts, as illustrated in the table below, with all other variables held constant, post tax profit and equity relating to financial assets of the Group would have been affected as follows:

Consolidated 2012

$ 2011

$ Judgements of reasonably possible movements:Post tax profit ‐ higher / (lower) + 0.5% 9,157 13,715‐ 0.5% (8,778) (13,715)Equity ‐ higher / (lower) + 0.5% 9,157 13,715‐ 0.5% (8,778) (13,715)

The sensitivity in 2012 is less than in 2011, due to a lower average cash balance during the year. The Company does not expect interest rates to decrease in the next year.

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value basis.

The Company has a credit risk in relation to its cash at bank, short‐term deposits and receivables. However, this risk is minimised as the cash is deposited only with AA or greater (Moodys) rated financial institutions. The Group does not have any other significant credit risk exposure to a single counterparty or any group of counterparties having similar characteristics.



21. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS ‐ continued Impairment losses are recorded against receivables unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly. Management believes the balance date risk exposures are representative of the risk exposure inherent in financial instruments. Liquidity Risk The Group has no significant exposure to liquidity risk as there is effectively no debt. Trade payables are all expected to be paid within 30 days. The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained. Foreign Exchange Risk The Group is exposed to currency risk on investments and purchases that are denominated in a currency other than the respective functional currencies of the Group entities, primarily the Australian dollar (AUD), US dollar (USD) and Zambian Kwacha (ZMK). The Group’s investments in its subsidiaries are not hedged as those currency positions are considered to be long term in nature. At 30 June 2012, the Group’s exposure to foreign currency risk was a follows, based on notional amounts (30 June 2011: nil): ZMK* A$ Cash and cash equivalents 3,004 Trade and other receivables ‐ Trade and other payables ‐ Balance sheet exposure 3,004

* Amounts in Zambian dollars (ZMK) converted to Australian dollars (AUD). At 30 June 2012, any movement in exchange rates would not have a material effect on post tax profit and equity for the Group (2011: nil).

The exposure to foreign currency risk above is recognised in equity under the foreign currency translation as part of the net investment in foreign operations and these amounts would be recognised in profit or loss upon disposal of the foreign operations.



22. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS ‐ continued

Commodity Price Risk The Group’s exposure to price risk is minimal given the Group is still in an exploration phase. Fair Value Disclosure of fair value measurements by level are as follows:

• Level 1 ‐ the fair value is calculated using quoted prices in active markets

• Level 2 ‐ the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)

• Level 3 ‐ the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The following table presents the Group’s assets and liabilities as at year ended 30 June 2012 measured at fair value as well as the methods used to estimate the fair value.

Quoted Market Price

(Level 1) $

Valuation with Observable Market

Data (Level 2) $

Valuation with no Observable Market

Data (Level 3) $

Total $

Other current financial assets at fair value

17,000 ‐ ‐ 17,000

There were no transfers between level 1 and level 2 during the year.


23. NON‐CASH INVESTING AND FINANCING ACTIVITIES $ $ Acquisition of subsidiary Zamanco Minerals Limited (Zambia) through equity issue 1,030,000 ‐




$ $

24. STATEMENT OF CASH FLOW INFORMATION

(a) Cash and cash equivalents

Cash at bank and in hand 383,053 93,316 Short‐term deposits 1,450,000 2,650,000 1,833,053 2,743,316 The Group’s exposure to interest rate risk is discussed in note 22. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above.

(b) Reconciliation of profit/(loss) after tax to the net cash flows used in operations

Profit/(loss) after income tax (755,908) 20,204 Non‐Cash Items: Investment write down 3,000 ‐ Exploration written off 272,443 17,999 Reserves (341) ‐

Change in assets and liabilities:

(Increase)/decrease in receivables ‐ (1,864)

(Increase)/decrease in other assets ‐ ‐

Increase/(decrease) in payables 43,287 1,651

Net cash flows (used in)/provided by operating activities (437,519) 37,990

25. EVENTS SUBSEQUENT TO YEAR END

On 6 September 2012, the Company announced that it had received $1,690,000 from the founding Directors ‐ Geoff Donohue, Peter Ironside and Peter McIntyre, following the exercise of 8,450,000 options held by these Directors. The options, which are due to expire on 30 September 2012, had an exercise price of 20¢. There are no other matters or circumstances that have arisen since 30 June 2012 that have or may significantly affect the operations, results, or state of affairs of the group in future financial years.


Director’s Declaration

In accordance with a resolution of the Board of Directors, I state that: In the opinion of the Directors: (a) the financial statements and notes are in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Group’s financial position at 30 June 2012 and of its performance for the year ended on that date; and

(ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they

become due and payable; and (c) the financial statements and notes comply with the International Financial Reporting Standards as disclosed in

Note 1. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2012. On behalf of the Board Geoffrey Donohue Chairman Perth, Western Australia 14 September 2012


Independent Audit Report


Additional ASX Information

Additional information required by ASX Ltd and not shown elsewhere in this report is as follows. The information is current as at 12 September 2012. Twenty Largest Holders of Quoted Shares

Name Number of

Ordinary Shares Percentage ofIssued Capital

1 UBS Wealth Management Australia Nominees Pty Ltd 5,897,236 13.51

2 Rembu Pty Ltd <The Donohue Investment A/C> 3,688,417 8.45

3 Ironside Pty Ltd <Ironside Super Fund A/C> 3,438,416 7.88

4 Ironside Pty Ltd <Ironside Super Fund A/C> 3,000,000 6.87

5 Rembu Pty Ltd <Donohue Super Fund A/C> 1,775,000 4.07

6 Mr Geoffrey Allan Donohue 1,650,000 3.78

7 HSBC Custody Nominees (Australia) Limited ‐ A/C 2 1,400,000 3.21

8 Turnstone Trustees (Mauritius) Limited <Boardwalk A/C> 1,212,500 2.78

9 Turnstone Trustees (Mauritius) Limited <JAB A/C> 1,212,500 2.78

10 Turnstone Trustees (Mauritius) Limited <MCR A/C> 1,212,500 2.78

11 Turnstone Trustees (Mauritius) Limited <WHL A/C> 1,212,500 2.78

12 Equity Trustees Limited <Augusta Investors Inc> 1,167,429 2.67

13 Berne No 132 Nominees Pty Ltd <W 1253671 A/C> 1,042,560 2.39

14 KSLCORP Pty Ltd 975,000 2.23

15 Mr Peter Ironside 858,950 1.97

16 Gad Pty Ltd 575,000 1.32

17 Lonesearch Pty Ltd <The Carnac A/C> 550,000 1.26

18 Aggregated Capital Limited <No 3 A/C> 450,000 1.03

19 Mr Geoffrey Charles Nathan + Mrs Elizabeth Melva Nathan <The Nathan Super Fund A/C> 447,324 1.02

20 Colbern Fiduciary Nominees Pty Ltd 400,000 0.92

32,165,332 65.66

Shares quoted at 12 September 2012 11,494,668

Substantial Shareholders

An extract of the Company’s register of substantial shareholders is as follows: Name

Number of Ordinary Shares

Percentage ofIssued Capital

Geoff Donohue 8,088,417 18.53%

Peter Reynold Ironside 7,304,886 16.73%

Labonne Enterprises Pty Ltd < McIntyre Family A/c> 5,887,236 13.48%



Distribution of Quoted Shares Size of Holding

Number ofShareholders

Number ofOrdinary Shares


1 ‐ 1,000 4 116 0.00 1,001 ‐ 5,000 54 187,136 0.43 5,001 ‐ 10,000 85 771,524 1.77 10,001 ‐ 100,000 164 5,372,279 12.30 100,000 and over 48 37,328,945 85.50 Total Shareholders 355 43,660,000 100.00

Number of shareholders holding less than a marketable parcel

11

Voting Rights All shares carry one vote per share without restriction.

Listed Options 20,890,000 options at an exercise price of $0.20 exercisable on or before 30 September 2012. Twenty Largest Holders of Quoted Options

Name Number of Options

Percentage of Issued Capital

1 HSBC Custody Nominees (Australia) Limited ‐ A/C 2 1,400,000 6.70

2 Rembu Pty Ltd <Donohue Super Fund A/C> 1,250,000 5.98

3 Berne No 132 Nominees Pty Ltd <W 1253671 A/C> 1,050,000 5.03

4 Piat Corp Pty Ltd 1,000,000 4.79

5 S G J Investments Pty Ltd 893,801 4.28

6 Mr Jeremy Tobias 845,581 4.05

7 Aggregated Capital Limited <No 3 A/C> 660,000 3.16

8 Mr John Anthony Taylor 521,500 2.50

9 Texmode Pty Ltd 500,000 2.39

10 Lonesearch Pty Ltd <The Carnac A/C> 450,000 2.15

11 Mr John Charles Holmes Clark 400,000 1.91

12 Colbern Fiduciary Nominees Pty Ltd 400,000 1.91

13 Mr Sean John Appleford 380,000 1.82

14 Mr Wayne Richard Jones <W R Jones Family Account> 355,774 1.70

15 Foxmore Holdings Pty Ltd 343,000 1.64

16 Mr Roy Earle Ironside 290,000 1.39

17 Mr John Cairns <Cairns Super Fund A/C> 287,500 1.38

18 Goldwork Asset Pty Ltd <Cairns Family Super A/C> 275,000 1.32

19 Equity Trustees Limited <Augusta Investors Inc> 267,450 1.28

20 Paticoa Nominees Pty Ltd 260,000 1.24

11,829,606 56.63

Quoted Options on issue at 12 September 2012 9,060,394



During the year, no options expired and no options were exercised. As at 12 September 2012, 8,510,000 options had been exercised. Distribution of Quoted Options Size of Holding

Number ofOptionholders

Number ofOptions


1 ‐ 1,000 1 10 0.00 1,001 ‐ 5,000 0 0 0.00 5,001 ‐ 10,000 69 685,000 3.28 10,001 ‐ 100,000 169 4,694,734 22.47 100,000 and over 43 15,510,256 74.25 Total Optionholders 282 20,890,000 100.00

Number of optionholders holding less than a marketable parcel 273 Unlisted Options

Number of Options

Exercise Price $

Exercise date Number ofOptionholders

1,000,000 0.25 on or before 30 June 2013 1

The names of optionholders who hold 20% or more of each class of unlisted options are as follows: Name

Number of Options

Percentage

Options expiring 30 June 2013 Exercise Price $0.25 Kavuluvulu Resources Limited 1,000,000 100% Use of Cash

During the reporting period, the use of cash has been consistent with the Company’s business objectives.


Tenement Schedule

ZAMBIA

1. Mkushi – Earning 49% Tenement Registered Holder or Applicant Shares 15836‐HQ‐SPP Jack Stuart 100/100ths 17585‐HQ‐LPL (application) Jack Stuart 100/100ths

2. Kabwe – Earning 49% (subject to Due Diligence) Tenement Registered Holder or Applicant Shares 7713‐HQ‐SML Eppimax Mining 100/100ths

3. Chinsali – Earning 49% (subject to Due Diligence) Tenement Registered Holder or Applicant Shares 7713‐HQ‐SML Sunday Sinyangwe 100/100ths

4. EML Mansa – Earning 80% (subject to Due Diligence) Tenement Registered Holder or Applicant Shares 14369‐HQ‐LPL Eppimax Mining 100/100ths

5. Mansa – Earning 80% Tenement Registered Holder or Applicant Shares 15817‐HQ‐LPL Jack Stuart 100/100ths

6. Milenge – Earning 80% Tenement Registered Holder or Applicant Shares 12897‐HQ‐LPL Albert Malama 100/100ths 17584‐HQ‐LPL (application) Zamanco 100/100ths

7. Serenje/Milenge – Earning 80% Tenement Registered Holder or Applicant Shares 14554‐HQ‐LPL (application) Edith Lukwesa 100/100ths

WESTERN AUSTRALIA

8. Yundamindera Joint Venture (APG 30% interest, Brilliantgold 70% ‐ Crest Minerals earning 51%) Tenement Registered Holder or Applicant Shares E39/1110 BrilliantGold Pty Ltd 100/100ths

Zamanco Minerals Limited

Ground Floor, 168 Stirling Highway, Nedlands, Western Australia 6009

T: 61 8 9423 5925 F: 61 8 9389 1750

E: [email protected]

annual repor t - zamanco minerals · jacques badenhorst level 2, reserve bank building thomas ......

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