appointed) 18 november 2013 - asx · 11/18/2013 · suite 3c, south shore centre 85 south perth...

Suite3c,SouthShoreCentre85SouthPerthEsplanade Telephone+61(0)894746771 [email protected],WA6151 Facsimile+61(0)894746772 Webwww.nobleminres.com.au 1

(Administrator Appointed) 18 November 2013

Administrators’ Report to Creditors Noble Mineral Resources Limited (ASX: NMG) (Administrators Appointed) provides a copy of the attached Report to Creditors prepared by Administrators, Ferrier Hodgson, pursuant to Section 439A(4)(a) of The Corporations Act 2001. A further update will be provided to shareholders in coming days. ENDS

Contact

Administrators: Martin Jones Tel: +61 (0) 8 9214 1444 Email: [email protected]

Wayne Rushton Tel: +61 (0) 8 9214 1444 Email: [email protected]

Noble: Craig Dawson Managing Director/Chief Executive Officer Tel: +61 (0) 8 9474 6771 Email: [email protected]

Erik Palmbachs Chief Financial Officer/Company Secretary Tel: +61 (0) 8 9474 6771 Email: [email protected]

Media: Annette Ellis Cannings Purple Communications Tel: +61 (0) 8 6314 6300 Email: [email protected]

ASX Code: NMG www.nobleminres.com.au

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Noble Mineral Resources Limited (Administrators Appointed)

ACN 124 893 465

Report by Administrators pursuant to Section 439A(4)(a) of The Corporations Act 2001

15 November 2013

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Report by Administrators pursuant to Section 439A(4)(a) of The Corporations Act 2001 15 November 2013

Table of Contents

Glossary of terms 2

1. Executive summary 4

2. Introduction 7 2.1 Purpose of appointment and this report ........................................................................ 7 2.2 Events leading to appointment ......................................................................................... 8 2.3 First meeting of creditors and Committee of Creditors ............................................. 9 2.4 Second meeting of creditors ............................................................................................. 9 2.5 Non-disclosure of certain information........................................................................... 10 2.6 Declaration of independence, relevant relationships and indemnities ............... 10 2.7 Summary of receipts and payments ............................................................................. 11

3. Company information 11 3.1 Statutory information ......................................................................................................... 11 3.2 Company history ................................................................................................................. 13 3.3 Decision to appoint Administrators ............................................................................... 17

4. Historical financial information 17 4.1 Preparation of financial statements .............................................................................. 17 4.2 Profit and loss statement and preliminary analysis.................................................. 18 4.3 Historical Balance Sheet and Preliminary Analysis ................................................. 20

5. Statement by directors 23 5.1 Summary ............................................................................................................................... 23 5.1.1 Interest in land ..................................................................................................................... 24 5.1.2 Sundry debtors .................................................................................................................... 25 5.1.3 Cash on hand and cash at bank .................................................................................... 25 5.1.4 Stock ....................................................................................................................................... 25 5.1.5 Work in progress ................................................................................................................. 25 5.1.6 Plant and equipment .......................................................................................................... 26 5.1.7 Motor vehicles ..................................................................................................................... 26 5.1.8 Deposits and investments ................................................................................................ 26 5.1.9 Other Assets ........................................................................................................................ 26 5.1.10 Assets subject to specific charges ................................................................................ 27 5.1.11 Employee claims ................................................................................................................. 27 5.1.12 Secured creditors ............................................................................................................... 27 5.1.13 Partly secured creditors .................................................................................................... 27 5.1.14 Contingent assets ............................................................................................................... 28 5.1.15 Contingent liabilities ........................................................................................................... 28 5.1.16 Ordinary unsecured creditors ......................................................................................... 28 5.1.17 Omissions from Statement .............................................................................................. 29 5.2 Explanation for current financial position .................................................................... 29

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6. Statutory investigations 29 6.1 Nature and scope of review ............................................................................................ 29 6.2 The Company’s solvency ................................................................................................. 30 6.3 Potential liquidator recoveries - voidable transactions ........................................... 34 6.4 Potential liquidator recoveries - Insolvent trading .................................................... 36 6.5 Other potential liquidator recoveries ............................................................................. 36 6.6 Possible offences ............................................................................................................... 37 6.7 Summary of potential liquidator recoveries ................................................................ 37 6.8 Directors’ ability to pay a liquidator’s claims .............................................................. 38 6.9 Report to ASIC .................................................................................................................... 38

7. Ghanaian Subsidiary Considerations 38 7.1 Introduction ........................................................................................................................... 38 7.2 Exploration Tenements ..................................................................................................... 38 7.3 Mining Assets ...................................................................................................................... 41 7.4 Scheme of Arrangement .................................................................................................. 44

8. Sale of Ghanaian Assets 45

9. Trading by Administrators 47 9.1 Overview ............................................................................................................................... 47 9.2 Trading issues ..................................................................................................................... 47 9.3 Summary of receipts and payments ............................................................................. 47

10. Proposal for DOCA 47 10.1 Statement of proposed DOCA ........................................................................................ 47 10.2 Key commercial features .................................................................................................. 48

11. Creditors’ options, dividend estimates and cost estimates 50 11.1 Administration to end ......................................................................................................... 50 11.2 Winding up of Company ................................................................................................... 51 11.3 Execution of proposed DOCA ........................................................................................ 56 11.4 Comparison of proposed DOCA to liquidation .......................................................... 57

12. Administrators’ opinion 59

13. Administrators’ remuneration report 59

14. Further queries 59

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15 November 2013 | Page 2

Glossary of terms

Abbreviation Description

$ Australian Dollar

US$ US Dollar

ABN Australian Business Number

ACN Australian Company Number

Act The Corporations Act 2001

Administrators Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson

ANZ Australia and New Zealand Banking Group Limited ABN 11 005 357 522

ASIC Australian Securities and Investments Commission

ATO Australian Taxation Office

BBY BBY Limited ABN 80 006 707 777

BoA Bank of Africa Ghana

Board Board of Directors of Noble Mineral Resources Limited (Administrators Appointed)

CAGG Central African Gold Ghana Limited

CAL CAL Bank Limited

CBA The Commonwealth Bank of Australia

Committee Committee of Creditors

Company/NMRL Noble Mineral Resources Limited (Administrators Appointed)

Court The Supreme Court of Western Australia

DAMS Drilling & Mining Services Limited

DIRRI/Declaration Declaration of Independence, Relevant Relationships and Indemnities

DOCA Deed of Company Arrangement

EPA Environmental Protection Agency

ERV Estimated Realisable Value

FEG Fair Entitlements Guarantee

GMU Ghana Mineworkers Union

IPA Insolvency Practitioners Association of Australia

ITSA Insolvency and Trustee Service Australia

JVA Joint Venture Agreement

LIBOR London Interbank Offered Rate

MOU Memorandum of Understanding

NGBL Noble Gold Bibiani Limited

NMGL Noble Mining Ghana Limited

NMRGL Noble Mineral Resources Ghana Limited

Noble Group NMRL and its subsidiaries

Noteholders The holders of the unsecured convertible notes issued by NMRL in the amount of AU$85M plus interest

PL Prospecting Licence

PMSI Purchase Money Security Interest

Resolute / Proponent Resolute Mining Limited ACN 097 088 689

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Abbreviation Description

Rothschild Rothschild Australia Limited ABN 61 008 591 768

SGC Superannuation Guarantee Charge

SoA Scheme of Arrangement

Statement Directors’ Statement about the Company’s Business, Property, Affairs and Financial Circumstances

Tiger Tiger Tek Pty Ltd ACN 101 499 852

Trustee Australian Executor Trustees Limited as trustee for the Noble Mineral Resources Limited Notes Trust

Westpac Westpac Banking Corporation ABN 33 007 457 141

Listing of annexures

Annexure 1 DOCA Term Sheet Annexure 2 Administrators’ Remuneration Report Annexure 3 IPA - Creditor Information Sheet – Offences, Recoverable Transactions

and Insolvent Trading

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1. Executive summary The directors appointed Martin Jones, Darren Weaver and Ben Johnson as the Company’s Administrators on Thursday, 12 September 2013. The Administrators’ appointment was made pursuant to Section 436A of the Act. Creditors ratified the appointment of the Administrators and formed a Committee at the first meeting of creditors held on 17 September 2013 consisting of the following creditors:

Creditors Representative

Rothschild Samuel Brodovcky and/or Marshall Baillieu

Employees Craig Dawson

BBY Limited Daniel Chesson

Australian Executor Trustees Limited Sri Pillai and/or Stuart Howard

Australian Executor Trustees Limited as Trustee for the Noble Mineral Resources Limited Notes Trust

Gregory Fitzgerald

The committee has met on the following occasions to discuss the conduct of the Administration: 26 September 2013.

10 October 2013.

8 November 2013.

The duly appointed Committee resolved to approve the Administrators’ application to the Supreme Court of Western Australia for an extension of the convening period pursuant to Section 439A(6) of the Act. The application was heard on 8 October 2013 and the Court made orders extending the convening period for the second meeting of creditors of the Company from 10 October 2013 to 12 December 2013. The creditors will determine the Company’s future at a second meeting of creditors convened for Tuesday, 26 November 2013, which will be held at the offices of Ferrier Hodgson, Level 26, 108 St George’s Terrace, Perth at 3:00pm. Conference call facilities will be available for those creditors who are unable to attend in person. The Company was incorporated on 13 April 2007 in Western Australia and was admitted to the Official List of ASX Limited companies on 25 June 2008. Its key assets are its investments in the Ghanaian subsidiaries, through which it controls the Bibiani mining operations and various exploration tenements, including the Cape Three Point tenements.

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The Bibiani project has encountered a number of problems over the past 10 years, with the previous two owners selling the equity interests in the project for nominal consideration. This reduced consideration is attributable to a number of factors, including: The high capital cost required to recommence a bulk open pit mining operation, which requires

the relocation of a portion of the Bibiani township, limiting the extent of open pit operations.

Poor mine planning and plant under-performance due to mechanical failure and inefficiencies.

Low metallurgical recoveries.

Fluctuating gold prices.

The stance taken by creditors and employees.

It became clear to the Noble Board that the existing mine plan was not sustainable and a decision made to place the mine site into care and maintenance was taken in May 2013. Since that date and prior to my appointment, management have been seeking to obtain funding to undertake a new feasibility study that would underpin a revised long term sustainable mine plan. No new finance facility was forthcoming prior to my appointment and it was ultimately this inability to raise finance, coupled with the enforceability of a statutory demand, (giving rise to a presumption of insolvency under the Act), that led to my appointment. Just prior to my appointment, management lodged an application with the High Court of Ghana in respect of a proposed SoA for the Ghanaian entities (excluding NMRGL). Since my appointment my focus has been to: Preserve the option to realise the investments in the subsidiaries and the underlying mining

assets.

Identify restructuring options that result in creditors receiving a better return than in liquidation.

Immediately following my appointment I engaged an independent industry expert (Argonaut) to provide me with indicative valuations regarding the mining and exploration assets and their views on an appropriate monetisation program. This information is commercially sensitive, however, the process indicated to me that it would be difficult to extract any value from the mining assets, given the quantum of outstanding employee and creditor claims, the overriding risk of forfeiture and the funding required to preserve the assets, complete feasibility studies and future capital works recommended by those studies. Whilst the true test for the value of the assets would be to take them to market, the following key matters make this difficult: The funding required to facilitate a sale process.

The threat of forfeiture to the mining lease.

The support of the employees in order to facilitate effective due diligence.

One of the major creditors, Resolute, indicated its interest in the Bibiani project and to providing funding for the necessary costs that will be incurred through the proposed SoA in Ghana. I have not received any offer of an alternate funding source for a sale process.

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Accordingly, Resolute has proposed a DOCA which is intended to: Provide a greater return to the Company’s creditors than that would be available in a liquidation;

Avoid the costs of liquidation;

Cause the Company to be released from all claims; and

Provide a mechanism to support the SoA, including the necessary funding.

I carried out investigations into the Company’s affairs to assist in formulating my opinion as to what is in the creditors’ best interests. The main issues arising from my investigations into the Company’s affairs and formulating a recommendation for creditors are: Working with the Ghanaian subsidiaries with a view to putting in place the SoA, to avoid

forfeiting the tenements in Ghana, as the best method to preserve value in the mining assets;

Considering whether this objective is best achieved through a DOCA, whereby Resolute will provide funding for the SoA;

Approval of the SoA will also reduce the creditor pool in Australia, given that if the SoA is approved, two Ghanaian creditors that have parent company guarantees against NMRL would no longer have a claim under those guarantees;

The distribution waterfall in the proposed DOCA provides for an initial payment to all participating creditors that is at least equal to the estimated distribution in a liquidation;

There is a mechanism for a further distribution and the DOCA provides that the Trustee will not participate in this dividend if the SoA is successful, which results in a significantly higher return than would otherwise be the case in a liquidation;

The Trustee agreeing to selectively release its guarantee over NMRGL which provides for the realisation of the Cape Three Point assets to flow to the benefit of certain creditors in NMRL;

The cost to administer the DOCA is estimated to be less than a liquidation;

I have not identified any potential voidable transaction or offences by directors that may have been committed under the provisions of the Act;

Our advisor, Argonaut, have estimated that it would take between 6-12 months to financially complete a sale of the Bibiani asset. I have estimated the care and maintenance costs during this period to be in the order of $6-12m plus transaction costs, resulting in total estimated costs of between $15M and $20M for a sale process; and

There has been no offer of funding required to undertake a sale process in respect of the mining assets and, even if this was available, there is significant doubt as to whether the ultimate sale would generate a return for creditors or even a repayment of the amounts provided to finance the sale process. I have estimated that the sale price required to provide a return to NMRL (and therefore all the creditors of NMRL) would be in the order of $30-40m.

The key to providing unsecured creditors with a greater return than liquidation is the ability to realise the Cape Three Point assets held by NMRGL. Without the Trustee’s consent, nearly all amounts realised for these assets would be captured under the guarantee provided by NMRGL to the Trustee. It is therefore a key condition of the DOCA that the Trustee waives its rights payment under this guarantee if the SoA is approved so that these funds can flow entirely for the benefit of other creditors.

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Below is a comparison of the estimated returns under the proposed DOCA and liquidation:

Return Comparison Scheme Approved Scheme Not Approved

DOCA DOCA DOCA DOCA Liq Liq

Low High Low High Low High

Class A Employee entitlements 100% 100% 100% 100% 100% 100%

Class B Participating Creditors 19.6% 41.6% 5.8% 6.3% 5.8% 6.2%

Class C Craig Dawson 100.0% 100.0% 100.0% 100.0% 5.8% 6.2%

Class D Contingent Creditors - - 5.8% 6.3% 5.8% 6.2%

Class E Trustee 6.0% 6.5% 5.2% 5.6% 5.8% 6.2%

I am of the opinion that, for the reasons set out in this report, the proposed DOCA is in the best interests of creditors as it is likely to provide a better return to creditors on the basis that: The Trustee would not participate in the distributions arising from the sale of the Cape Three

Point and Nakroba tenement package subject to certain conditions precedent.

I have not identified any voidable transactions or offence by the directors, which would result in realisations in liquidation.

The costs to administer a DOCA are less than in a liquidation

It provides a mechanism through which an immediate dividend, which, except for the Trustee, is equivalent to that in a liquidation, can be paid to all creditors.

It preserves an option for shareholders to restructure NMRL and recover the loss suffered by them.

2. Introduction

2.1 Purpose of appointment and this report The purpose underlying an Administrator’s appointment is to allow for independent control and investigation of an insolvent Company’s affairs. During the administration period, creditors’ claims are put on hold. I am required to provide creditors with information and recommendations to assist creditors in deciding upon the Company’s future. Section 439A(4) of the Act explains the purpose of an Administrator’s report in providing that the notice (of second meeting) must be accompanied by a copy of: (a) A report by the Administrator about the company’s business, property, affairs and financial

circumstances; and (b) A statement setting out the Administrator’s opinion about each of the following matters: Whether it would be in the creditors’ interests for the company to execute a Deed of Company

Arrangement;

Whether it would be in the creditors’ interest for the administration to end;

Whether it would be in the creditors’ interest for the company to be wound up;

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His or her reasons for those opinions and provide such other information known to the Administrator as will enable the creditors to make an informed decision about each of the above matters; and

(c) If a Deed of Company Arrangement is proposed – a statement setting out details of the

proposed deed. In the available time I have undertaken the investigations detailed in Section 6 of this report. These investigations have enabled me to form an opinion about the Company’s future. My opinion is set out in Section 12 of this report.

2.2 Events leading to appointment Prior to the appointment of Administrators, NMRL commenced steps to place the underlying mining assets in Ghana in to care and maintenance following a reduction in gold prices and ongoing operating losses. This followed a determination by NMRL that the current mine plan was unsustainable and a feasibility study was required to assess whether an alternative mine plan would lead to the long term sustainability of operations. With this in mind, NMRL and NGBL sought finance to support the feasibility study, including care and maintenance costs during the period of the feasibility study, without success. Ferrier Hodgson was initially engaged by NMRL to provide reports on: The solvency of NMRL;

Consequences of insolvency; and

Alternative courses of action available to the Company and the Noble Group, including providing assistance to the Ghanaian subsidiaries, in respect of the options available under the prevailing Ghanaian law to protect the assets of the companies in Ghana.

Given the inability to raise funding for the feasibility study and in circumstances where there was limited funds available in NMRL, the Company initiated the process for a SoA in Ghana in respect of three of the Ghanaian subsidiaries prior to my appointment. The intention of the SoA was to provide creditors of the Ghanaian subsidiaries with a greater return than they would otherwise receive in a liquidation, whilst providing a platform through which additional funding could be sourced to complete the feasibility study. It was the directors opinion that pursuing the restructure of the subsidiaries provided the only real possibility that value could be preserved for NMRL from its investment in Ghana. This was arrived at after careful consideration of the following facts:

(i) NMRL had limited cash reserves available (approximately $10M), which was not enough to fund ongoing operations.

(ii) NMRL was in difficult and uncertain negotiations with the Ghanaian Mine Workers Union over sweeping staff redundancies.

(iii) There were 180 known unpaid creditors who were owed approximately US$20M. (iv) Legal advice received concluded that a liquidation (being the only available insolvency

regime) would be a non-remedial event of default under the conditions of issue of the Bibiani Mining Licence, therefore exposing it to the risk of forfeiture.

Prior to my appointment the Company was in dispute with two potential creditors, BBY and Rothschild. Rothschild served a statutory demand on the Company pursuant to Section 459F of the Act. BBY had also commenced legal recovery action through the Supreme Court of New South Wales.

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The Company applied to set the Rothschild statutory demand aside and the Court found that the demand was valid and adjusted the date by which the claim against the Company needed to be satisfied to 12 September 2013. The Company attempted to negotiate a settlement with Rothschild without success. The non-payment of this statutory demand meant that there was a presumption of insolvency under the Act and the Board therefore resolved to appoint administrators on the 12 September 2013.

2.3 First meeting of creditors and Committee of Creditors Creditors attended the first meeting of creditors held at these offices on 24 September 2013. At that meeting, creditors ratified our appointment as Administrators of the Company and elected the following creditors to form a Committee of Creditors:

Creditors Representative

Rothschild Samuel Brodovcky and/or Marshall Baillieu

Employees Craig Dawson

BBY Limited Daniel Chesson

Australian Executor Trustees Limited Sri Pillai and/or Stuart Howard

Australian Executor Trustees Limited as Trustee for the Noble Mineral Resources Limited Notes Trust

Gregory Fitzgerald

Each of the Committee members have executed a confidentiality agreement. The committee has met on the following occasions to discuss the conduct of the Administration: 26 September 2013.

10 October 2013.

8 November 2013.

2.4 Second meeting of creditors A substantive hearing of the SoA Application in Ghana was initially expected to occur sometime between 17 October 2013 and 21 October 2013. Based on the normal statutory timeline of a voluntary administration the second meeting of creditors was required to be held by 17 October 2013. Given the proximity of the dates and the possible influence on the options available to creditors from the SoA application the Administrators’ made an application to the Supreme Court of Western Australia pursuant to Section 439A(6) and the Court made the following orders on 8 October 2013:

1. The date by which the plaintiffs are required under Section 439A of the Act to convene the second meeting of creditors of the Company be extended by 45 business days to 12 December 2013.

2. The costs of the application be costs on the administration of the Company.

3. The plaintiffs have liberty to apply.

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Notwithstanding the extension of the convening period to 12 December 2013, I am now in a position to write to creditors regarding the future of the Company and to provide my recommendation on the same. Accordingly, the second meeting of creditors of the Company is convened for Tuesday 26 November 2013 at Ferrier Hodgson, Level 26, 108 St Georges Terrace, Perth, Western Australia at 3pm (AWST). At the second meeting, creditors will decide the Company’s future by voting on one of the following options: That the administration should end and control of the Company revert to its directors; or

That the Company should be wound up; or

That the Company execute a DOCA; or

That the second meeting of creditors be adjourned for a period not exceeding 45 business days.

2.5 Non-disclosure of certain information There are sections of this report wherein I considered it inappropriate to disclose certain information to creditors. Such information includes: Valuations of specific assets.

Valuation of the business.

Commercially sensitive prospective financial information (for example, projections/forecasts). The Administrators fully recognise the need to provide creditors with complete disclosure of all necessary information relating to the Company. However, I believe this information is commercially sensitive and it is not in creditors’ interests for me to disclose the information publicly at this stage. I have provided disclosure of this information to the Committee of Creditors, such that the members of the Committee of Creditors are fully informed and would be able to:

(i) Critique the basis of the valuation methodologies. (ii) Provide feedback on alternative realisation options.

2.6 Declaration of independence, relevant relationships and indemnities The Administrators provided a Declaration of Independence, Relevant Relationships and Indemnities (Declaration) to creditors with their first circular to creditors and tabled an updated Declaration at the first creditors’ meeting on 24 September 2013. The declaration advised that, prior to our appointment as Voluntary Administrators, Ferrier Hodgson was engaged by the Company to provide reports on: the solvency of the Company

consequences of insolvency

alternative courses of action available to the Company

The engagement occurred over a period of 4 months and included discussions and work after our reports were issued associated with the potential alternative courses of action available to the Company.

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The Company’s shareholdings in its Ghanaian subsidiaries are its most significant and most complex assets. As such, the references to Company in the DIRRI necessarily capture (where relevant) not only the Company, but also the Company’s Ghanaian subsidiaries. The DIRRI disclosed that reports were prepared, that there were meetings and discussions with representatives of the Company’s management prior to, and for the purposes of preparing, those reports. The DIRRI also references a number of other discussions after our reports were issued, and in connection with providing advice on the appropriate course of action for the Company. The IPA’s Code of Professional Practice specifically recognises the need for practitioners to provide advice on the insolvency process and the options available and do not consider that such advice results in a conflict or an impediment to accepting the appointment. The nature of the advice is such that it would not be subject to review and challenge during the voluntary administration. The pre-appointment advice did not influence our ability to fully comply with the statutory and fiduciary obligations associated with the voluntary administration in an objective and impartial manner. I do not consider that these meetings impacted our independence in any way. The work undertaken during this engagement assisted us in developing an understanding of the Company and its activities. The engagement did not influence our ability to be able to fully comply with the statutory and fiduciary obligations associated with the voluntary administration of the Company in an objective and impartial manner and therefore I do not consider that this prior engagement prohibited us from accepting the appointment as Administrators of the Company. An updated Declaration was tabled at the first meeting of creditors held on 24 September 2013. The need for the Amended DIRRI arose because of the work which Ferrier Hodgson undertook for the Ghanaian Subsidiaries of the Company (which entities are ‘Associates’ of the Company, for the purposes of the Corporations Act and the Code). That engagement also occurred in the 4 months of the engagement by the Company referred to in the existing DIRRI, and related to and involved preparing reports on:

the solvency of the Ghanaian Subsidiaries;

consequences of insolvency;

alternative courses of action available to the Ghanaian Subsidiaries;

assisting in the structuring and progressing the proposed SoA for certain of the Ghanaian Subsidiaries;

the likely return to the creditors of the relevant Ghanaian Subsidiaries in the alternative scenarios of liquidation compared to the Schemes, which was filed in support of the application for the convening of the creditors meetings for the purposes of the Schemes.

No further matters have come to my attention that would require me to update the Declaration.

2.7 Summary of receipts and payments A summary of the Administrators’ receipts and payments for the period 12 September to 1 November 2013 is included within Part B of the Administrators’ Remuneration Report in Annexure 2.

3. Company information

3.1 Statutory information A search of the ASIC database revealed the following information.

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3.1.1 Incorporation date and registered office The Company’s incorporation date was 13 April 2007. The Company’s registered office is listed as Suite 3C, 83-85 South Perth Esplanade, South Perth, Western Australia, 6151. 3.1.2 Company officers The ASIC database discloses the Company’s officers over the past 12 months to be: Name Role Appointment Date Cessation Date Tunku Naquiyuddin Director 7 January 2009 11 September 2013

Brian Thomas Director 6 April 2010 -

Peter Beilby Director 1 March 2013 -

John Welborn Director 1 March 2013 -

Craig Dawson Director 1 June 2013 -

Wayne Norris Director 13 April 2007 28 February 2013

Xi Xi Director 24 October 2011 10 May 2013

Anthony Ho Secretary 21 March 2008 18 October 2013

Erik Palmbachs Secretary 1 March 2013 -

A search of the National Personal Insolvency Index shows that the Company’s directors are not bankrupt or subject to a Personal Insolvency Agreement under Part X of the Bankruptcy Act 1966. 3.1.3 Shareholders The ASIC database discloses there are 666,397,952 issued ordinary shares. These shares are fully paid. The key shareholders are as follows:

3.1.4 Registered security interests The Personal Property Securities Register discloses Tiger Tek Pty Ltd (“Tiger”) holds a current PMSI for inventory supplied to the Company. The security interest was created on 27 February 2012 and registered with ASIC on the same date. The registration asserts an interest in “all present and after acquired property”.

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I have been advised by the Company that the goods the subject of the alleged security interest were, in fact, supplied to NGBL, that the Company did not provide security and that no outstanding amount is due to Tiger. Tiger was written to at the outset of the administration, however I have yet to receive a response and it therefore appears unlikely that Tiger has any ongoing claim against NGBL or the Company.

3.2 Company history The Company was incorporated on 13 April 2007 in Western Australia and was admitted to the Official List of ASX Limited companies on 25 June 2008 on the back of its interests in the Cape Three Point tenements, controlled by NMRL’s subsidiary, NMRGL. The Company performs the treasury function of the Noble Group. Its major assets are its investments and unsecured loans to the subsidiaries in the Noble Group. Below is the group structure:

Noble Mineral Resources Limited

ASX: NMG

Noble Mineral Resources Ghana

Limited

Ghanaian private company

Noble Mining Ghana Limited


Noble Gold Bibiani Limited

(formerly Central African

Gold Ghana Limited)


Drilling & Mining Services Limited


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NMRL Share Price Detailed below is a snap shot of the share price performance over the past two years:

Noble Mining Ghana Limited (NMGL) and Noble Gold Bibiani Limited (NGBL) NMGL was incorporated in Ghana on 16 July 2009 and is a wholly owned subsidiary of NMRL. The sole purpose of NMGL was to acquire 100% of the share capital of CAGG in July 2010, which owned the Bibiani mining tenements and prospecting licences. CAGG was renamed Noble Gold Bibiani Limited (NGBL) following its acquisition by NMGL. Bibiani Location Bibiani gold mine is located in Western Ghana, 250 kilometres North-West of Accra. The open-pit mine, which was commissioned in 1998, is in the Sefwi-Bibiani belt, host to over 17 million ounces of gold, and the second-most significant gold-bearing belt in Ghana after the Ashanti Belt to the east. The Bibiani project concession is located at approximately 6°27’ latitude north and 2°17’ longitude west. The concession area of approximately 49 km2 is located near the town of Bibiani, approximately 80 kilometres South West of the Ashanti capital, Kumasi. The principal and most practicable access to the area is from the east along the Kumasi road. F

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The location of the mining and exploration assets is shown in the map below:

Bibiani History Mining operations began at Bibiani as early as 1902 and was operated by a number of different owners prior to the mine being purchased by Ashanti Goldfields in the mid-1990s. The Ashanti operations resulted in the production of approximately 1.8 million ounces of gold from the main and satellite pits, bringing total historical gold production from the property to approximately 4 million ounces. Following the AngloGold and Ashanti merger, the equity interest in the Bibiani mine was sold in 2006 to CAGG a London based company listed on the Alternative Investment Market. I understand that an asset sale was contemplated, however this required full payment of the employee entitlements and therefore an equity sale was completed and the entitlements assumed by CAGG.

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CAGG spent US$51M attempting to re-establish an underground mechanised operation and continued to operate the mine until January 2009 when Investec, the Project Financier, took control of the asset after CAGG experienced operational and financial difficulties attributed to an inappropriate mine plan, low metallurgical recoveries, a lack of process control and poor financial controls all exacerbated by the Global Financial Crisis. Investec faced similar issues as Ashanti (and subsequently NGBL) in that the employees insisted on receiving payment of their full entitlements in an asset sale and a number of creditors obtained judgement orders making an asset sale problematic with the constant threat of liquidation. I understand that Investec considered a SoA and went as far as drafting an application. However, Investec were able to obtain the support of employees and creditors for the proposed sale to NMRL. NMRL announced its intention to acquire 100% of CAGG on 25 November 2009 and, with assistance from Investec, took management control of the site on 2 December 2009. NMRL effectively acquired a fully operational mine site that included a 2.7mtpa processing plant, a significant mining fleet, mine workshops, accommodation, hospital, school and a fleet of light vehicles. Following a significant capital raising amongst institutional and retail investors combined with a Share Purchase Plan conducted by Noble during early 2010, shareholder approval was granted for the acquisition to proceed on 26 May 2010. Final settlement of the transfer of the CAGG shares took place on 27 July 2010. Investec continued to meet all employee costs during the period between the announcement and the completion of the sale.

The terms of the acquisition included:

Assumption by NGBL of Investec’s debt of US$33.5m, which remained in place, with a 2 year deferral on repayment and interest, repayable out of production. Interest accrued at LIBOR plus a 4% margin. This has since been repaid in full.

Upon completion, the issue of 4m shares in Noble to Investec and 6m 4-year options at a strike price of A$0.20.

Success fee payment to Investec of A$2M or the issue of 6M shares in NMRL within 18 months of the signature date (27 Nov 2009). The success fee was not paid and therefore the shares were issued.

Assumption of creditors totalling circa US$18M, with the balance to be repaid over 36 months.

Noble acquired a circa US$55M shareholder loan from CAGG for US$1, thereby taking over 100% ownership of CAGG.

$7M environmental bond acquired.

NGBL’s original mine plan was predicated on exploiting the Bibiani Main pit via cutback and satellite open pits. The target of 3mtpa throughput to produce c. 150koz pa required an estimated upfront capital expenditure of $225M, however, this involved the relocation of the Bibiani township and highway which, along with the funding constraints, resulted in this plan never being implemented.

NGBL resumed mining in November 2011 based on a revised mine plan based on smaller satellite open pits. The first gold pour was achieved in March 2012 however mechanical failures and unfinished capital work (e.g. crusher) combined with lower gold prices led to negative cashflows and the plant was placed on care and maintenance after producing only 41koz Au

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Noble Mineral Resources Ghana Limited (NMRGL) NMRGL was incorporated in Ghana on 21 August 2008 and is a wholly owned subsidiary of the Company. Its key asset is its interest in the Cape Three Points tenements, which were transferred to this entity following the listing in June 2008. Initial exploration of these tenements was commenced but management ceased work on the tenements due to the Company’s financial position. The Cape Three Point concession covers an area of 79km2 on the southern extension of the Ashanti Gold Belt. All drilling targets are considered to be at an early stage, however reconnaissance exploration and the high level of Galamsey working indicates high prospectivity in the tenements. Drilling and Mining Services Limited (DAMS) DAMS was incorporated in Ghana on 24 February 2011 and is a wholly owned subsidiary of the Company. DAMS owns a mining fleet, plant and equipment and provided open pit and underground mining services to NGBL prior to the mine being placed into care and maintenance. All of the mining fleet is the subject of security in favour of BoA, who is owed approximately US$5M. This entity was set up so that the mining fleet was not captured under the Investec security over NGBL.

3.3 Decision to appoint Administrators As noted earlier in Section 2.2, the Directors decided to appoint administrators on 12 September 2013 following the expiration of the Court imposed timeframe to meet the statutory demand issued by Rothschild.

4. Historical financial information 4.1 Preparation of financial statements The Company’s financial statements were prepared as part of the consolidated financials. Ernst & Young conducted the audit for the financial statements covering the years ended 30 June 2011 and 30 June 2012 as part of the consolidated audit. The financial statements for year ended 30 June 2013 were not subject to an audit. The Company also prepared various management accounts and reports on a monthly basis. The Company’s functional currency is US dollars, however for the purpose of this report I have converted (where necessary) all financial information to Australian dollars using the prevailing exchange rate at the date of my appointment. Accordingly, there may be some differences between previous financial data of the Company and my report. At Section 6.2.3 of this report, I comment on the adequacy of the Company’s books and records.

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4.3 Profit and loss statement and preliminary analysis Summarised below is the Company’s Income Statement prepared for the financial periods ended 30 June 2011, 30 June 2012 and 30 June 2013.

Profit and Loss FY 2013

$'M FY 2012

$'M FY 2011

$'M

Income

Interest Received 0.1 0.2 0.5

Gain on FX & derivative financial instruments 26.0 4.5 2.2

Total Income 26.1 4.7 2.7

Expenses - - -

General and administrative expenses (4.9) (6.0) (4.2)

Loss on derivative financial instruments - - (3.0)

Finance costs (4.0) - -

Other Expenses - - (1.2)

Profit / (Loss) Before Income Tax 17.2 (1.3) (5.7)

Income Tax / Income Tax Benefit - - -

Profit / (Loss) After Tax 17.2 (1.3) (5.7)

Dividends - - -

Retained Profit / (Loss) 17.2 (1.3) (5.7)

The above figures prepared for FY13 were provided by the Company’s management. These figures were provided in US Dollars, are unaudited and I provide no representations as to the accuracy or otherwise of the figures reported. Revenue The Company recorded no direct trading revenues as the key operating assets were held within the Ghanaian subsidiaries. No returns on these investments were achieved since their acquisition. Gains/(Losses) on FX & derivative financial instruments Foreign exchange gains relate to transactions with the Ghanaian subsidiaries. Gains or losses on derivatives represent a revaluation of derivative financial instruments, consisting of: Options issued to Investec and capital raising participants.

The convertible notes have an embedded derivative in the form of a call option for the holder to convert the Notes at A$0.12 into Noble ordinary shares. The convertible equity feature of the Notes has been separated from the debt component of the Notes for financial reporting purposes. The call option is classified as a derivative liability and measured at fair value as the conversion price of A$0.12 is subject to foreign currency movements i.e. the Company has a US dollar functional currency and the notes are denominated in Australian Dollars.

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General and Administrative Expenses General and administration expenses comprise of:

General and Administrative expenses

FY 2013 $'M

FY 2012 $'M

FY 2011 $'M

Salaries and wages 1.6 1.4 0.8

Directors' remuneration 1.1 1.9 1.3

Travel & accommodation 0.2 0.6 0.6

Rent 0.2 0.2 0.1

Audit fees 0.2 0.1 -

Insurance 0.2 0.1 0.2

Legal 0.2 0.2 -

Other 1.2 1.5 1.2

Total 4.9 6.0 4.2

The level of expenditure increased in FY12 as a result of the increase in NGBL activities. Accordingly, there were increased costs in relation to remuneration, office costs and audit fees. FY12 expenses were particularly high due to the increased need to travel to Ghana, and share based payments to directors and employees under the Company’s employee share option plan. Finance costs Finance costs primarily relate to interest payable on the convertible note facility and amortisation of borrowing costs associated with the same.

Finance Costs FY 2013

$'M FY 2012

$'M FY 2011

$'M

Interest on convertible notes 2.1 - -

Amortisation of borrowing costs 1.9 - -

Total 4.0 - -

Other Expenses Other expenses principally relates to the provision for non-recovery of the NMRGL intercompany loan. It is unclear as to why this provision was raised against the intercompany loan and I consider that it should be written back if sufficient realisations are made from this entity.

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4.4 Historical Balance Sheet and Preliminary Analysis Summarised below is the Company’s balance sheet prepared as at 30 June 2011, 30 June 2012 and 30 June 2013.

Balance Sheet 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

Current Assets

Cash and cash equivalents 13.9 2.4 6.1

Prepayments 0.1 0.1 4.1

Total Current Assets 14.0 2.5 10.2

Non-Current Assets

Exploration and evaluation assets 0.5 0.5 0.5

Property, plant and equipment 0.1 0.1 0.1

Intercompany Loans 206.5 140.2 52.1

Investments 3.8 3.8 3.8

Total Non-Current Assets 210.9 144.6 56.5

Total Assets 224.9 147.1 66.8

Current Liabilities

Trade and other payables 3.9 0.8 0.6

Interest-bearing loans and borrowings

0.4 - -

Provisions 0.2 0.3 0.2

Derivative financial instruments 0.5 3.0 2.7

Taxation Liabilities - 0.1 -

Intercompany Loans - 4.0 -

Total Current Liabilities 5.0 8.2 3.5

Non-Current Liabilities

Interest-bearing loans and borrowings

57.0 - -

Total Non-current liabilities 57.0 - -

Total Liabilities 62.0 8.2 3.5

- - -

Net Assets 162.9 138.9 63.3

Equity

Issued capital 152.6 146.1 72.5

Current Earnings/ (Losses) 17.2 (1.3) (5.7)

Accumulated losses (10.6) (9.3) (3.6)

Option Reserves 4.1 3.8 0.1

Foreign Currency Translation Reserve

(0.4) (0.4) -

Total Equity 162.9 138.9 63.3

The above figures prepared as at 30 June 2013 were provided by the Company’s management. These figures were provided in US Dollars, are unaudited and I provide no representations as to the accuracy or otherwise of the figures reported.

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Cash and Cash Equivalents The Company’s only source of potential revenue was through the investments in its Ghanaian subsidiaries. Given that no such returns were achieved since the date of their acquisition, the available cash was therefore stretched prior to FY13. The increase in cash at 30 June 2013 was a direct result of the A$85M convertible notes facility raised in March 2013. Prepayments Prepayments comprise of: Prepaid insurance.

Rental bond.

Prepayments were higher at 30 June 2011 reflecting a deposit paid by the Company to Westpac to secure credit on behalf of NGBL for the purchase of plant and equipment, which NGBL took delivery of in 2012. Exploration and Evaluation Assets Exploration and evaluation assets relate to the Company’s contribution to the acquisition of the Cape Three Points tenements. Management are unsure how this amount came to be capitalised on the balance sheet, however, NMRL has no contractual or legal ownership of these tenements and therefore I expect that this balance should be included as part of the intercompany receivable from NMRGL. Property, Plant and Equipment Property, plant and equipment relates predominantly to the office fit out and office equipment. Intercompany Loans

Intercompany Loans 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

NMRGL - - -

NMGL 80.4 75.3 39.0

NGBL 93.4 56.5 12.7

DAMS 32.7 8.4 0.5

Total 206.5 140.2 52.2

The intercompany loans have increased significantly over the above period, representing significant investments by the Company in the Ghanaian operations. I provide below a high level summary of the source and application of funds for NMRL, which demonstrates the extent of the support provided to the Ghanaian entities. I note that $3M is owed from NMRGL, however this amount has been fully provided against in the financial statements due to uncertainties regarding recoverability. I confirm that the obligation of NMRGL to NMRL still exists.

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Income Total Total

$'M $'M

Source

Equity Raising 153.0

Convertible notes (A$85m) 80.6

Interest received 1.0 234.6

Application

Net Ghanaian Operating Costs 59.7

Head Office Costs 9.4

Property, Plant & Equipment and Mine Development (net of BOA funding) 75.4

CAGG creditor payments 14.2

Exploration Costs - Bibiani 11.1

Repayment of Investec 33.6

Share Placement Costs 7.4

Convertible Note Costs 5.1 215.9

Balance 18.7

I make the following comments regarding the above: A substantial amount of the funding secured by NMRL through equity raising went into the

development of the mine, with a view to developing a bulk open pit operation. Ultimately this plan was not viable and NMRL was forced to operate a much smaller open pit operation.

The amounts raised through the convertible notes were largely used to sustain operations and pay off existing trade creditor debts of the Ghanaian subsidiaries.

The above analysis does not entirely match to the value of the intercompany loans at the date of my appointment ($248.5M excluding the CAGG loan) or the closing cash balance, which is due to foreign exchange differences as the above figures are calculated using the prevailing exchange rate at the date of my appointment whereas the actual transactions were over the space of 3 years across a range of exchange rates.

Investments

Investments 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

NMRGL - - -

NMGL 0.1 0.1 0.1

NGBL 3.6 3.6 3.6

DAMS 0.1 0.1 0.1

Total 3.8 3.8 3.8

The Company’s investment in the Noble Group subsidiaries has remained consistent over the period. Details of these investments are included in the background at section 3.2.

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Trade and Other Payables Trade creditors for the Company over the period were relatively minimal given that the majority of expenses are incurred within the Ghanaian subsidiaries. The amounts outstanding as at 30 June 2013 related predominantly to costs associated with the capital raising initiatives during 2013. Interest-bearing Loans and Borrowings The amount disclosed as a current liability as at 30 June 2013 related to insurance premium funding. The amount included in non-current liabilities relates to the debt component of the convertible notes that were issued during FY13, with the balance of the convertible notes relating to options to convert, being valued and classified as a derivative. Provisions The provisions relate entirely to accrued employee entitlements. This figure is lower than the amounts included in our liquidation analysis, as redundancy costs are not accounted for in financial statements prepared on a going concern basis. Derivative Financial Instruments This amount relates to options issued to participants and Convertible Noteholders by the Company classified as derivative financial instruments as their conversion prices are denominated in AUD, which is subject to foreign currency movements against the Company’s functional currency, USD. These options are held at fair value adopting the binomial option pricing model and are valued as at balance dates with any gain or loss recognised in the profit and loss statement. The fluctuation is primarily as a result of the Company’s share price movements, which is a key input into the binomial option pricing model used. This amount is not payable and represents the value of options given to Investec and equity holders, as well as the option to convert component of the convertible notes. Intercompany Loan The intercompany loan recorded at 30 June 2013 relates to proceeds from the realisation of gold bullion produced by NGBL. Proceeds are directed to a bank account in the name of the Company in Australia.

5. Statement by directors

5.1 Summary Section 438B of the Act requires the directors to give an Administrator a statement about the Company’s business, property, affairs and financial circumstances. I received the directors’ Statement on 1 October 2013. In the Statement, the directors detailed the Company’s assets and liabilities at book value and ERV. The following table summarises the assets and liabilities described in the directors’ Statement along with my estimated ERV on a low and high basis.

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Statement as at 12 September 2013 Report

Reference

Cost or Net Book Value

Directors’ ERV

Administrators’ ERV

Low High

$’M $’M $’M $’M

Assets:

Interest in land 5.1.1 - - - -

Sundry debtors 5.1.2 310.6 - - 0.1

Cash on hand 5.1.3 - - - -

Cash at bank 5.1.3 11.4 11.4 11.4 11.4

Stock on hand 5.1.4 - - - -

Work in progress 5.1.5 - - - -

Plant & equipment 5.1.6 0.1 Unknown - 0.1

Motor vehicles 5.1.7 - - - -

Deposits & investments 5.1.8 4.5 Unknown - -

Other assets 5.1.9 - - - -

Sub Total 326.6 11.4 11.4 11.6

Assets subject to specific charges 5.1.10 - - - -

Less amounts owing under charges 5.1.10 - - - -

Total Available Assets 326.6 11.4 11.4 11.6

Priority creditors

- Employee entitlements payable in advance of secured creditors

5.1.11 (1.8) (1.8) (1.2) (1.2)

- Secured creditors 5.1.12 - - - -

- Partly secured creditors 5.1.13 (0.1) - - -

Total Priority Creditors (1.9) (1.8) (1.2) (1.2)

Contingent assets 5.1.14 4.3 - - -

Contingent liabilities 5.1.15 (13.5) (13.5) (13.5) (12.6)

Ordinary unsecured creditor claims 5.1.16 (93.4) (93.4) (94.0) (94.0)

Estimated Surplus/(Deficiency) 222.1 (97.3) (97.3) (96.2)

I comment on the Statement as follows:

5.1.1 Interest in land A property search indicates that the Company does not currently own any such assets.

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5.1.2 Sundry debtors The Company’s records as at 12 September 2013 showed $310.6M as being owed to the Company from related entities as summarised below:

Debtor Name Amount

$’M

Noble Mining Ghana Limited 94.0

Noble Mineral Resources Ghana Limited 3.3

Noble Gold Bibiani Limited 111.5

Drilling and Mining Services Limited 39.7

Noble Gold Bibiani Limited (CAGG Shareholders' loan) 62.1

Total 310.6

In addition to the above intercompany receivables, the directors noted the following amounts as being due to the Company:

Debtor Name Source/Reason Amount $

American Express Old credit card facility with a debit balance following a refund 5,365

ANZ Old credit card facility with a debit balance 4,887

Henry Davis York Lawyers (HDY)

Funds held on trust in relation to legal matters commenced prior to my appointment. I understand HDY have a right of set off in relation to their professional fees.

5,000

Total 15,252

5.1.3 Cash on hand and cash at bank The Company operated 4 (four) bank accounts with CBA, the balance of which on 12 September 2013 were:

Bank Account Amount

$’M

CBA - USD 2.1

CBA - AUD CHQ 0.1

CBA - AUD Online 9.2

CBA - Fixed Deposit 0.1

Total 11.4

I closed all accounts and deposited the closing proceeds of $9.3m to separate administration accounts under the Administrators’ control. The discrepancy between the amount received and amount disclosed is due to various payments authorised by me that were made from the pre-appointment accounts whilst the Administrators account had been set up. Details of these payments are included in the Administrators’ Remuneration Report at Annexure 2.

5.1.4 Stock The Company did not hold any stock.

5.1.5 Work in progress The Company did not have any work in progress.

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5.1.6 Plant and equipment The directors attributed an unknown value to plant and equipment, but provided the following indicative valuations:

Asset Description Market Value

$’000 Auction Value

$’000

Office Equipment 23.0 4.0

Computer Equipment 5.2 2.0

Pronto Development 0.3 -

Office Capital Cost 40.6 -

Total 69.0 6.0

A large majority of the equipment comprises an office fit out, which is difficult to realise or attribute value to, resulting in the low estimated auction value. The above equipment is all relatively old and therefore I would not expect to realise significant value for these assets.

5.1.7 Motor vehicles The Statement did not disclose any motor vehicles and my investigations have not identified any such assets.

5.1.8 Deposits and investments All bank deposits are included either in cash at bank or as a receivable for those amounts held on trust. The Directors disclosed the following investments in the Noble Group, but did not attribute any ERV given the uncertainties surrounding the underlying entities:

Investment Amount

$’M

Noble Mining Ghana Limited 0.1

Noble Gold Bibiani Limited 4.2

Noble Mineral Resources Ghana Limited 0.1

Drilling and Mining Services Limited 0.1

Total 4.5

I note that the above does not agree back to the financial statements, however the difference is not significant.

5.1.9 Other Assets The Statement did not disclose any other assets and I have not identified any in addition to the assets listed in the Statement.

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5.1.10 Assets subject to specific charges The Statement did not disclose any assets subject to specific charges and I have not identified any specific security interest that would give rise to such assets.

5.1.11 Employee claims I have examined the Company’s employee records and estimate the amounts owed to employees as follows:

Employee Entitlements

Total Employee

Entitlements $’M

Non Priority Excluded

Amount $’M

Net Priority Entitlements

$’M ERV Low

$’M ERV High

$’M

Wages and expenses 1.6 0.6 1.0 1.0 1.0

Superannuation - - - - -

Annual leave 0.2 - 0.2 0.2 0.2

Long service leave - - - - -

Redundancy - - - - -

Total 1.8 0.6 1.2 1.2 1.2

Employee claims are afforded priority of repayment pursuant to Section 556 of the Act. The Act provides that Excluded Employees, which includes company directors and their spouses, are each restricted to a total maximum priority claim of $2,000 for unpaid wages and $1,500 for annual leave entitlements. Amounts owed to Excluded Employees that exceed the statutory cap for wages, superannuation, annual leave/long service leave and all payments owing in respect of retrenchment, being redundancy and payment in lieu of notice, rank for a dividend with all other unsecured creditors. One employee is considered an Excluded Employee resulting in net priority entitlements totalling $1.2M after the excluded amount of $0.6M has been deducted.

5.1.12 Secured creditors The Statement did not disclose any secured creditors and my investigations have not identified any such parties.

5.1.13 Partly secured creditors The Statement discloses the following partially secured creditor. The amount secured represents the debit balance on the Company’s credit card facility.

Creditor Secured Amount

$’000

Amount Owing to Creditor

$’000

ANZ 4.9 67.7

Total 4.9 67.7

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5.1.14 Contingent assets The Statement discloses an insurance policy claim made by the Company in respect of loss of earnings arising from a SAG mill motor failure at the mine site, whereby the quantum is yet to be determined. The Directors estimated a return of between $Nil and $4.3m, however, following discussions with my insurance advisor I consider it unlikely that any amount will be recovered as the operations were loss making at the time of the motor failure.

5.1.15 Contingent liabilities The following table summarises the Company’s contingent liabilities.

Creditor Nature of Liability Liability

$’M

BOA This represents principle borrowing by DAMS, for which the Company has provided a parent company guarantee.

5.0

BBY

The sum claimed is in relation to a contractual dispute regarding payment of management and capital raising fees. The Company and its directors dispute this claim and BBY lodged a summons with the New South Wales Supreme Court on 28 August 2013.

0.8

CAL Bank This represents the non cash backed element of a mining rehabilitation bond provided to the EPA on behalf of NGBL by CAL Bank and for which the Company has provided a parent company guarantee.

7.6

Hardie Finance Corporation

This represents my estimate of the maximum possible damages claim by the landlord if the lease was terminated. ANZ has provided a bank guarantee for $69k which is equal to 3 months lease payments. The bank guarantee is not cash backed and ANZ do not hold any security in respect of this guarantee.

0.9

Total 14.3

I note that the BOA and CAL Bank claims are proposed to be dealt with through the SoA if it is approved, in which case their claims against the Company would fall away. I note that the difference between the above table and the summary relates to exchange rate differences.

5.1.16 Ordinary unsecured creditors The Statement discloses the Company’s liability to unsecured creditors at $93.4M. This includes some minor creditors and the following substantial creditors:

Unsecured Creditors Amount

$’M

Trustee 88.7

Rothschild Australia Limited 4.7

Total 93.4

This figure is subject to the receipt and adjudication of final proofs of debt from creditors. The Administrators’ ERV is $0.6M higher due to the inclusion of the excluded employees claim.

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5.1.17 Omissions from Statement There are no material omissions from the directors’ Statement.

5.2 Explanation for current financial position The directors’ explanation for the Company’s current financial position is as follows: Lack of working capital.

Limited ability to raise further capital.

Significant reduction in gold price.

Operational difficulties/poor performance associated with Bibiani gold mine.

My preliminary view is that the Company failed because: It became clear that the open pit mining strategy was unsustainable given the capital costs

required to develop a bulk operation.

It suffered from poor mine planning and plant under-performance due to mechanical failure and inefficiencies

Of reduction in gold price from circa $1,800/oz to circa $1,200/oz resulting in a decline in revenue to the extent that it could not support the cost structure of the business or meet the legacy creditor payments of CAGG.

Of delays in addressing the existing mine plan, noting that it was only following the appointment of the new Board that a decision was made to cease operations under the current mine plan and to consider a feasibility study that would optimise the operations.

Of the time required to wind down operations and limit cash outflows, resulting in the convertible note funding being used to fund ongoing costs rather than funding a feasibility study in respect of an alternative mine plan.

6. Statutory investigations

6.1 Nature and scope of review The Act requires an administrator to carry out preliminary investigations into a company’s business, property, affairs and financial circumstances. Investigations centre on transactions entered into by the company that a liquidator might seek to void or otherwise challenge where the company is wound up. Investigations allow an administrator to advise creditors what funds might become available to a liquidator such that creditors can properly assess whether to accept a DOCA proposal or resolve to wind up the company. Funds recovered would be available to the general body of unsecured creditors including secured creditors but only to the extent of any shortfall incurred after realising their security. A liquidator may recover funds from each type of transaction detailed in the Creditor Information Sheet described in Annexure 3 of this report. A deed administrator does not have recourse to these voidable transactions. A liquidator may also recover funds through other avenues; for example, through action seeking compensation for insolvent trading or breach of director duties.

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An administrator is not obliged to carry out investigations to the same extent as a liquidator. A liquidator may require many months of investigation and conduct public examinations before forming a concluded view on recovery action. I investigated matters to the extent possible in the time available. The dividend estimate in a liquidation scenario set out in Section 11.2 of this report reflects the outcome of my investigations. The Administrators’ knowledge of the Company’s affairs comes principally from the following sources:

Communications with the Company’s major unsecured creditors regarding the nature and amount of the debts owed;

The directors’ Statement and a detailed questionnaire concerning the Company's affairs prepared by the directors.

Discussions with the directors and senior management;

An independent valuation of the Company's investments obtained upon my instructions;

Searches conducted within the ASIC records database in relation to the Company and any related entities;

Searches obtained from ITSA database relating to the directors of the Company;

Searches obtained from the Western Australia land title office and motor vehicle authority; and

An examination of the Company’s books and records including its financial statements and management accounts.

6.2 The Company’s solvency 6.2.1 Overview A precursor to the recovery of funds by a liquidator through the voiding of certain transactions or through other legal action, such as seeking compensation from directors for insolvent trading, is establishing the Company’s insolvency at the relevant time. Establishing insolvency is a complex matter due in part to the complexity of corporate financial transactions and the lack of clear prescriptive legal authority on proof of insolvency. Notwithstanding, there are two primary tests used in determining a company’s solvency, at a particular date; namely:

Balance sheet test; and

Cash flow or commercial test.

The Courts have widely used the cash flow or commercial test in determining a company’s solvency at a particular date. Section 95A of the Act also contains a definition of solvency. That definition reflects the commercial test in stating that a person is solvent if “the person is able to pay all the person’s debts as and when they become due and payable”.

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However, the commercial test is not the sole determinant of solvency. Determining solvency derives from a proper consideration of a company’s financial position in its entirety and in the context of commercial reality. Relevant issues include, but are not limited to the following:

The degree of illiquidity. A temporary lack of liquidity is not conclusive;

Regard should be had to:

Cash resources;

Monies available through asset realisations, borrowings against the security of assets or equity/capital raising;

All of a company’s assets might not be relevant when considering solvency. For example, where a company proposes selling assets which are essential to its business operations, the proceeds of those asset sales should not be taken into account;

The voluntary and temporary forbearance by creditors not to enforce payment terms; and

It is not appropriate to base an assessment of whether a company can meet its liabilities as and when they fall due on the prospect that a company might trade profitably in the future.

In summary, it is a company’s inability using such resources as are available to it through the use of its assets, or otherwise, to meet its debts as they fall due, which indicates insolvency. 6.2.2 Preliminary determination Set out below is a summary of my preliminary investigations and my preliminary determination as to the Company’s solvency. 6.2.2.1 Banking Facilities The Company did not operate an overdraft. The Company had a credit card facility for the sum of $50,000. 6.2.2.2 Aged payables review The table below sets out an analysis of the aged payables as at 12 September 2013.

Current

$’000 30 Days

$’000 60 Days

$’000 90+ Days

$’000 Total $’000

Trade creditors as at 12 September 2013 26.2 9.2 - 75.0 110.3

Percentage of total 23.7% 8.4% 0.0% 67.9% 100.0%

The aged creditors, as at the date of appointment, reveals the entire balance due for more than 90 days relates to a bank guarantee in favour of the landlord. The guarantee was initially cash backed with ANZ, however the Company changed banking facilities to the CBA and all amounts held by ANZ were transferred to CBA, including the amount held to cash back the guarantee. Whilst no formal request was received from ANZ to replace this amount, it was effectively due and payable prior to the date of my appointment. Despite this not being paid, I confirm that there was sufficient funds available to pay this debt had it been called upon. I note that the above figures do not include $4.7M owed to Rothschild, which the Company had disputed and had taken steps to have a statutory demand set aside by the Court. This application was ultimately rejected on 5 September 2013 and this amount became due and payable on 12 September 2013 pursuant to section s459F of the Act.

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The Company sought to negotiate a settlement with Rothschild prior to 12 September 2013 but were unable to reach an agreement. The failure to pay this amount on 12 September 2013 led to the presumption of insolvency for the Company effective 12 September 2013 under section 459C of the Act. 6.2.2.3 Profitability The Company recorded the following net profits in the last three financial years:

FY2013

$'M FY2012

$'M FY 2011

$'M

Net Profit/(Loss) 17.2 (1.3) (5.7)

The net profit in FY2013 was due to a gain on derivatives. The only source of income/revenue for the Company is any returns on its investments in Ghana, which have not transpired to date due to the operating losses of the subsidiaries. Therefore the Company has continued to record an operating loss since its inception. 6.2.2.4 Net Assets

Net Assets 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

Total Assets 224.9 147.1 66.8


Net Assets 162.9 138.9 63.3

The financial statements disclose significant positive net asset balances indicating that there are sufficient assets to cover its liabilities, however, this is largely because of the intercompany receivables, the recovery of which is questionable. Detailed below is an adjusted net asset position if those intercompany receivables were not included:

Adjusted Net Assets 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

Total Assets 18.4 6.9 14.5


Net Assets/(Liabilities) (43.7) (1.3) 11.1

The adjusted position shows that the assets excluding the intercompany receivables are insufficient to repay the liabilities of the Company, therefore demonstrating that the Company was wholly reliant on recovering these intercompany receivables in order to pay its liabilities. The large deficit at 30 June 2013 relates to the inclusion of the convertible notes, however the Trustee continued to support the Company up until the date of my appointment and at no time did this facility become due and payable.

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6.2.2.5 Working Capital The working capital position determines whether the Company can pay its immediate debts with its immediate assets. A positive working capital position is when a company’s current assets exceeds it current liabilities.

Working Capital 30 June 2013

$'M 30 June 2012

$’M 30 June 2011

$’M

Current Assets 14.0 2.5 10.2

Current Liabilities 5.0 8.2 3.5

Working Capital 9.0 (5.7) 6.7

Working Capital Ratio 2.8 0.3 2.9

The Company reported a positive working capital position in FY11 and FY13. The negative working capital position in FY12 was adversely impacted by the inclusion of the following:

An intercompany payable, which could have been deducted from amounts owed by the related entity and therefore excluded from current liabilities.

The valuation of derivatives, which is a book entry only and therefore not payable.

Any cash requested by the subsidiaries, did not arise in circumstances where there was a legal or contractual obligation to pay. When considered in isolation from its subsidiaries, NMRL had sufficient assets to meet its liabilities, based on the cash reserves available up to the date of my appointment. 6.2.2.6 Payment of statutory commitments including Superannuation Guarantee Charge Superannuation The records of the Company disclose that superannuation contributions for employees were up to date at the date of our appointment. ATO The Company’s records show that the ATO liabilities were up to date. Payroll Tax The Company’s records show that the payroll tax liability was up to date. 6.2.2.7 Conclusion as to insolvency Based on the above analysis, it is my preliminary view that the Company was unlikely to have been insolvent before the date of my appointment as, when considered in isolation, it had sufficient cash available to meet its due and payable obligations at the date of my appointment and the Trustee had not demanded the repayment of the amounts owed. It was only the expiry of the statutory demand issued by Rothschild which led to the presumption of insolvency on 12 September 2013.

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A liquidator would need to conduct further investigations, and possibly conduct public examinations of relevant parties, to ultimately determine whether or not the Company became insolvent at that time or earlier. 6.2.3 Presumption of insolvency – inadequate books and records Failure to keep or retain adequate books and records in accordance with Section 286 of the Act provides a rebuttable presumption of insolvency under Section 588E of the Act. A liquidator can rely on the presumption of insolvency in litigation including:

Compensation claims arising from insolvent trading; and

Recovery of voidable transactions from related entities.

The presumption cannot be relied upon in the recovery of an unfair preference except where the recovery is sought from a related entity. My view is that the Company maintained adequate books and records in accordance with Section 286. Accordingly, the presumption of insolvency under Section 588E would not be available.

6.3 Potential liquidator recoveries - voidable transactions 6.3.1 Unfair preferences My preliminary investigations into the Company’s affairs do not reveal any unfair preference payments. In accordance with Section 588FC of the Act, an unfair preference can only be set aside if it is an insolvent transaction and therefore it would be necessary for a liquidator to prove that the Company was insolvent at the time of the transaction. Given that my preliminary assessment of the date of insolvency was not before 12 September 2013, there is therefore limited scope for any unfair preference to exist. Factors which indicate these payments might be unfair preferences are:

Payments in response to winding up applications, statutory demands and other pressure from the creditor;

Repayment plans with the creditor;

Significant ‘round’ figure payments were made to the creditor.

The payments would be protected if the creditor from whom the liquidator seeks to recover:

Became a party to the transaction in good faith; and

At the time when they became a party:

□ They had no reasonable grounds for suspecting that the Company was insolvent at that time, or would become insolvent; and

□ A reasonable person in that person’s circumstances would have had no such grounds for so suspecting; and

Provided valuable consideration under the transaction or has changed their position in reliance on the transaction.

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A creditor seeking protection must prove all three elements. Further, where a creditor received a series of payments as part of a so called ‘running account’ and their overall indebtedness increases over the same period, the creditor is taken not to have received an unfair preference. This is called ’the running account defence’. A liquidator would likely seek legal advice on the strength of a claim including the applicability of these defences. It is likely any recovery action commenced by a liquidator would be defended. Therefore, costs are a major consideration. For the purposes of this report, I estimate potential recoveries from unfair preferences at nil. Please note this is an estimate only. 6.3.2 Uncommercial transactions My preliminary investigations do not disclose any transactions of an uncommercial nature, which may lead to recoveries by a liquidator in the event that the Company is wound up. A transaction is an uncommercial transaction if it is made at a time when the company is insolvent and it may be expected that a reasonable person in the company’s circumstances would not have entered into the transaction having regard to: The benefits or detriment to the company of entering into the transaction; and

The prospective benefits to other parties to the transaction upon entering into it.

Should a liquidator establish any such uncommercial transactions, those transactions may be set aside thereby increasing the funds available to ordinary unsecured creditors. 6.3.3 Unfair loans Based on my investigations to date, the Company was not a party to any unfair loans. Section 588FD of the Act provides that a loan to a company is unfair if the interest and charges are extortionate. In considering whether interest and charges are extortionate, regards must be had to: Risk the lender is exposed to;

Value of security;

Term;

Repayment schedule; and

Amount of loan. F

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6.3.4 Unreasonable director-related transactions Pursuant to Section 588FDA of the Act, a transaction is an unreasonable director-related transaction of the Company if: The transaction is a payment, transfer of property, issue of securities or incurring of an

obligation by the Company;

Made by the director or close associate of the director; and

That a reasonable person in the company’s circumstance would not have entered into having regard to the benefit or detriment to the company or other parties.

Should a liquidator establish any such transactions, they may be set aside, thereby increasing the funds available to unsecured creditors. My preliminary investigations do not reveal any unreasonable director related transactions. 6.3.5 Obstruction of creditors’ rights My investigations to not disclose any transaction intended to obstruct creditors’ rights. 6.3.6 Voidable charges I have not identified any charges which may be voided by a liquidator.

6.4 Potential liquidator recoveries - Insolvent trading 6.4.1 Director liability Based on my analysis at Section 6.2.2.6 of this report, I consider that it is probable that the Company was not insolvent until at least the date of my appointment. Based on that analysis, I have formed the preliminary view that the Company did not trade whilst it was insolvent. Again, a liquidator would likely seek legal advice on these issues and conduct more investigations, possibly including a public examination.

6.5 Other potential liquidator recoveries 6.5.1 Compensation for breach of director duties Based on my preliminary investigations to date, I have not identified any offences the directors may have committed under the provisions of the Act. 6.5.2 Arrangements to avoid employee entitlements Provisions contained in Part 5.8A of the Act commenced operation on 30 June 2000 and aim to protect the entitlements of a company’s employees from agreements that deliberately defeat the recovery of those entitlements upon insolvency. Under Section 596AB(1) of the Act, it is an offence for a person to enter into a transaction or relevant agreement with the intention of, or with intentions that included:

Preventing recovery of employee entitlements; or

Significantly reducing the amount of employee’s entitlements recoverable.

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Based on my investigations to date, there has been no contravention of Part 5.8A of the Act by any person.

6.6 Possible offences Falsification of Books Pursuant to Section 1307 of the Act, it is an offence for a person to engage in conduct that results in the concealment, destruction, mutilation or falsification of any securities of or belonging to the company or any books effecting or relating to affairs of the company. If a breach is proven, Part 9.4 of the Act provides for criminal penalties only. Therefore, any breaches of Section 1307 will not result in recovery of funds by a liquidator. My preliminary investigations do not reveal any evidence of falsification of books. False or Misleading Statements Pursuant to Section 1308 of the Act, a company must not advertise or publish a misleading statement regarding the amount of its capital, it is an offence for a person to make or authorise a statement that, to the person’s knowledge, is a false or misleading in a mater particular. My preliminary investigations do not reveal any evidence of any false or misleading statements. False Information Pursuant to Section1309 of the Act, it is an offence for an officer or employee to make available or give information to a director, auditor member, debenture holder or trustee for debenture holders of the company that is to the knowledge of the officer or employee:

False or misleading in a particular manner; or

Has omitted from it a matter the omission of which renders the information misleading in a material respect.

My preliminary investigations do not reveal any evidence of any false information.

6.7 Summary of potential liquidator recoveries Set out below is a summary of the potential recoveries by a liquidator in the event the Company is wound up:

Potential Recovery Item High

$’000 Low

$’000 Unfair preferences - -

Uncommercial transactions - -

Unfair loans - -

Unreasonable director related transactions - -

Transactions undertaken to obstruct creditors’ rights - -

Compensation from director for insolvent trading - - Compensation from holding company for insolvent trading - -

Breaches of directors duties - -

Avoidance of employee entitlements - -

Debts incurred by Company as trustee - - Total - -

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6.8 Directors’ ability to pay a liquidator’s claims At this time, the Administrators have not requested the directors to provide details of their personal financial position.

6.9 Report to ASIC At this time, the Administrators do not intend to report to ASIC pursuant to Section 438D of the Act.

7. Ghanaian Subsidiary Considerations

7.1 Introduction Other than the cash on hand held by NMRL, the only substantial assets of the Noble Group are its investments in the Ghanaian subsidiaries and the underlying mining assets and exploration tenements. As you will note in Section 10, it is proposed that the cash at bank will be distributed as soon as possible under the DOCA proposal, leaving only the mining and exploration assets to be realised.

7.2 Exploration Tenements The Cape Three Point and Nakroba exploration tenements are proposed to be disposed of as part of the DOCA and given that they are geographically separate from Bibiani, are capable of being realised separate from the mine and its operations. I provide a summary below of the various tenements held in the Noble Group:

I provide further commentary below in respect of the above tenements (excluding Bibiani, which is discussed further at section 7.3):

Licence Name Licence TypeMinCom Ref

No.

Area (Sq.

Km)Name Licence is held under % Noble

Licence

Expiry date

Cape Three Points Prospecting Licence PL2/33 78.04 Noble Mineral Resources Ghana Ltd 100 11.08.2011*

Brotet Prospecting Licence PL2/228 25.98 Brotet Mining Company Ltd 85 12.02.2014

Nakroba Prospecting Licence PL2/439 3.26 Noble Mineral Resources Ghana Ltd 100 28.08.2013

Tumentu Prospecting Licence PL2/316 6.51 Obotan Minerals Company Limited 86.5 30.10.2014

Bibiani Mining Lease ML 1997008 49.82 Noble Gold Bibiani Limited 100 18.05.2027

Bibiani North Donkoto Prospecting Licence PL6/44 19.21 Noble Gold Bibiani Limited 100 22.06.2013

Asuontaa Prospecting Licence PL2/215 32.93 Noble Gold Bibiani Limited 100 15.06.2012

* = Application for renewal dated February 2013

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7.2.2 Cape Three Points I make the following comments regarding Cape Three Points:

NMRGL has an equitable interest in the tenements and ministerial consent to acquire full legal assignment of the titles.

I understand that the above can be completed by the stamping and registration of the agreement.

An application to extend the lease beyond February 2013 has been lodged.

The granting of this application has been delayed pending the Mineral Commissions decision as to whether to split the tenement into two leases.

Managements’ view is that the above requirements are procedural only and they foresee no problems in resolving the above. In that regard, I have commenced steps to perfect the interest in these tenements with a view to providing an update at the second creditors’ meeting. 7.2.3 Brotet

Noble has a contractual right to acquire an 85% interest in the Brotet Prospecting Licence, subject to obtaining the requisite ministerial consent, however, this requires the issue of $100k of shares to the current owner upon execution, which would need to be renegotiated given the administration of NMRL.

7.2.4 Nakroba I make the following comments regarding Nakroba:

NMRGL is the legal and beneficial owner of a 100% of the interest in the Nakroba Prospecting Licence, subject only to the right of the Government of Ghana to acquire a 10% carried interest.

NMRGL has applied to the Minerals Commission to consolidate the PL with Cape Three Point South PL but still waiting for a response.

As you will see from the map over the page, Nakroba is, in effect, part of the land area subject to the Cape Three Point Tenements

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7.2.5 Tumentu I make the following comments regarding Tumentu:

NMRGL has no legal or beneficial interest in the Tumentu Prospecting Licence.

It is however party to an unsigned Joint Venture agreement (JVA).

NMRGL needs to pay US$110K to the current owner under the JVA.

There are other minority interests in the tenement.

7.2.6 Bibiani North Donkoto I make the following comments regarding Bibiani North Donkoto:

NGBL has an equitable interest in the Donkoto Prospecting Licence.

The acquisition of legal interest by NGBL in the Donkoto licence is subject to the stamping and registration of the deed of assignment.

535,000 mN

61

0,0

00

mE

60

0,0

00

mE

60

5,0

00

mE

61

5,0

00

mE

550,000 mN

540,000 mN

545,000 mN

530,000 mN

525,000 mN

Brotet PL

39.5 sq. km

CTP PL

31.9 sq. km

CTP PL

9.9 sq. km

Nakroba PL

5.0 sq. kmCTP PL

38.0 sq. km

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7.2.7 Asuontaa I make the following comments regarding Asuontaa:

NGBL has an equitable interest in the Asuontaa Prospecting Licence.

The acquisition of legal interest by NGBL in the Asuontaa licence is subject to the stamping and registration of the deed of assignment.

The PL became due for renewal in December, 2012

7.3 Bibiani Mining Assets In realising value for the Bibiani mining assets there are a number of issues that need to be resolved, including dealing with the following stakeholders:

Minister for Mines.

EPA.

Unions & Employees.

Trade Creditors.

Contingent Creditors.

Statutory Creditors.

I provide an overview of the key issues relating to the above stakeholders below. 7.3.1 Minister of Mines Pursuant to Section 67 of the Minerals and Mining Act 2006 (Ghana), the Minister may cancel a mineral right if the holder becomes insolvent. This would result in the Company’s ultimate interest in the Bibiani mining assets being forfeited to the Ghanaian government. Section 29 (a) & (b) of the Bibiani Mining Lease states that: ‘S.29. Assets on termination or expiration (a) Upon the termination or expiration of this Agreement, immovable assets of the Company in the Lease Area and all other appurtenances, pits, trenches and boreholes shall on the effective date of the termination or expiration become the property of the Government without charge. (b) All materials, supplies, vehicles and other movable assets of the Company in the Lease Area which are fully depreciated for tax purposes, shall become the property of the Government without charge on the effective date of termination or expiration. Any such property which is not then fully depreciated for tax purposes shall be offered for sale to the Government within sixty days from the effective date of such termination or expiration at the depreciated cost. If the Government shall not accept such offer within sixty days, the Company may sell, remove or otherwise dispose of all such property within a period of one hundred and eighty days after the expiration of such offer. All such property not sold, removed or otherwise disposed of shall become the property of the Government without charge.’ Based on the above provisions, I expect that it will be difficult to realise any significant value in the mining assets in a liquidation of NGBL. Therefore, it has been a key plank in our strategy to avoid the liquidation of NGBL, if at all possible.

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The risk of forfeiture remains, even if liquidation is avoided. In that regard I note that a letter dated 7 October 2013 has been received from the Minister requiring NGBL to remedy breaches under the Mining Lease within 120 days. In effect a show cause notice. I am currently working on a detailed response to the letter, and plan to meet with the Minister during the week ending 22 November 2013, to discuss the issues giving rise to Minister’s concerns and the steps that I are taking to resolve his concerns. My expectation is that the Minister will require a complete solution to the various issues regarding NGBL, the underlying mining assets and certainty regarding the long term future of the mine. In addition to the above, Ministerial consent is required for any change in control of the Bibiani mining lease. This would be required in either an asset sale or an equity sale and I expect that certainty regarding the long term future of the mine will also be a key factor in the Minister’s consideration as to whether to approve such a change in control or not. 7.3.2 EPA The EPA holds an environmental rehabilitation bond in the sum of $9.8m in respect of the Bibiani mining leases. This bond is to cover the potential rehabilitation costs of the mine site, once mining has been completed. There are also various events under the bond that would permit the EPA to call upon this bond earlier. In that regard, I received a letter from the EPA dated 25 October 2013, giving 90 days’ notice of its intention to call the bond. NGBL has the right to dispute the calling of the bond, and in my view there is strong justification for it not to be called, on the basis that the mining operations are not permanently discontinued and steps are in place to restructure the assets and the relevant entities, in order to provide the best opportunity to continue operating. In the event of a liquidation of NGBL, my view is that no reasonable argument could be made against the bond being called by the EPA, and therefore this liability will crystallise. It is my intention to meet with the EPA during the week ending 22 November 2013, in order to discuss their concerns and to then take appropriate steps to attempt to mitigate these concerns. 7.3.3 Unions and Employees One of the initial steps considered by me upon my appointment was to terminate the NGBL and DAMS staff, in order to crystallise the redundancy claims of staff, and therefore limit the holding costs of the mining assets. Following discussions with advisors in Ghana, the employee union representatives and the GMU I was advised that termination of the employees could not be completed until a MOU was agreed, and all entitlements paid, which total approximately US$16M. Accordingly, the mine remained under the control and supervision of the employees pending the outcome of my discussions with the GMU. I received the approval of the Committee to fund the September 2013 wages whilst these discussions took place, as a demonstration of goodwill.

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Since then, I have been in lengthy negotiations with the employees and the GMU to negotiate an agreement, culminating in the execution of a MOU on Friday, November 8 2013. The payment of the entitlements contemplated in this MOU requires a number of conditions to be satisfied, including the approval of the proposed DOCA. If the DOCA is approved, the DOCA proponent will then fund the payments to the employees in accordance with the MOU. This is a significant step in the financial reorganisation of the subsidiaries, and I have appreciated the calm but convincing advocacy of the GMU and site union representatives. Any sale process of the Bibiani Mine that is pursued would, in our view, need the support of the employees, as it would be difficult to complete any adequate due diligence without their cooperation. I appreciate the significant importance that the Bibiani Mine has to the region, and the local community, as it provides employment for over 600 people and a range of social benefits, such as housing and schools. I absolutely recognise the social and financial dislocation that arises from situations such as this, and I are conscious of securing a satisfactory outcome for staff. 7.3.4 Trade Creditors There are approximately $20M of non-related trade creditors in NGBL and DAMS. Historically, sales of the Bibiani assets have been effected on an equity basis, resulting in the creditors of the relevant entities being legally owed their entire debt by the new owner but, with arrangements having been negotiated to settle outstanding claims. Any sale by the Company of the equity in, for instance, NGBL would therefore require these creditors to be dealt with, either prior to or as part of the sale, in order to provide a new owner with the ability to trade without the threat of legal action or the burden of paying these debts in full. The indicative value of the underlying assets is not sufficient to justify a sale on this basis at this point in time. That is, the debts due to these creditors (together with the debts due to the employees) exceed the likely value of the asset. Therefore, in order to complete a sale, it is necessary to reach an arrangement with these creditors prior to any sale, to avoid recovery action by individual creditors which may impose an encumbrance on the assets. Given the real risk of forfeiture of the mining lease in the event of a liquidation of NGBL, I consider it highly unlikely that significant amounts would be available to unsecured creditors in a liquidation of NGBL. Further, the existence of substantial intercompany loans, and a guarantee granted by NGBL in respect of the NMRL convertible notes, which would also result in claims in a liquidation of NGBL, means that any returns to unsecured creditors of NBGL would be severely diluted. I intend to meet with as many creditors as possible during the week ended 22 November 2013, to discuss the situation and seek their support for the SoA. 7.3.5 Contingent Creditors There are two significant contingent creditors of the Ghanaian entities, being:

CAL Bank – In the event that the EPA calls upon the bond.

BOA – In the event that the realisations from the sale of the mining fleet are insufficient to satisfy BOA exposure in full.

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I have been in discussions with both of the above parties since the date of my appointment, and intend to meet with both parties during the week ended 22 November 2013, noting that it is the intention that under the SoA that:

The liability of CAL Bank will not crystallise

The security provided to CAL Bank by NMRL will be replaced by security provided by the DOCA proponent,

Assistance will be provided to BOA to dispose of the mining fleet for the best possible value, and any shortfall will be repaid over time by the DOCA proponent.

7.3.6 Statutory Creditors There is approximately $2.6M owed to the government in respect of taxation liabilities and royalties. Such liabilities have an ultimate priority in a liquidation, and therefore the government may not support any proposal that results in them receiving less than they would otherwise receive in a liquidation. On that basis I consider it likely that these amounts will need to be paid outside of the SoA.

7.4 Scheme of Arrangement There is a clear risk to asset recovery, and to the preservation of tenure of the Mining Licences, if the subsidiaries fall into liquidation. As a consequence, the directors formed the view that the best mechanism to preserve value for all stakeholders (both in Ghana and Australia) was for the Company to lodge an application for a SoA with the High Court of Ghana. The key rationale behind the application was:

An inability to raise sufficient finance to deal with the existing creditors, and fund the feasibility study.

To mitigate the risk of forfeiture to the mining leases by avoiding liquidation.

To prevent the crystallisation of the rehabilitation liability to the EPA.

To provide employees and creditors of the subsidiaries with a greater return than they would otherwise receive in a liquidation.

To provide the greatest opportunity for the mine to continue operating in the long term.

Since the initial application was lodged with the Court, it has become apparent from discussions with key stakeholders that changes would be required to the draft of the SoA which had been contemplated at the time of the initial application, in order to commercially resolve the claims of creditor groups. The revised key terms of the proposed SoA are as follows:

Employees agreeing to be paid in full over a period of 12 months from the approval of the SoA, including an up-front payment of 50% of their agreed entitlements.

Trade Creditors to receive an amount to be determined in two instalments over 12 months following the SoA approval.

The Trustee waiving their rights to claim against the Ghanaian subsidiaries.

The intercompany creditors agree not to claim against the SoA Fund.

Any deficit in the BOA debt is to be paid over time outside of the SoA.

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A moratorium preventing creditors taking legal action against the SoA proponents unless the SoA terms are breached.

The EPA Bond to be replaced or CAL Bank provided with replacement security.

Resolute to provide funding to meet all of the care and maintenance costs, SoA costs and feasibility study costs.

There have been a number of delays encountered so far in the SoA process, to satisfy procedural requirements and the lengthy negotiations with the employees. However, there now appears to be a clear timetable for progression of the Scheme. The key dates in the SoA going forward are as follows: Event Outcomes Date

First Substantive Court Hearing

Leave sought to convene SoA meetings including issuance of Scheme booklet Application for the grant of a moratorium

17 Dec 2013

Creditors’ Meeting Creditors determine whether to approve SoA 21 Jan 2014

Reporting Date An independent report on the fairness of the SoA is tabled with the Court

26 Feb 2014

Second Substantive Hearing Court determines whether to ratify SoA 5 Mar 2014

I note that the above events are interrelated whereby the next step cannot be completed prior to the previous steps. In summary, the key strategic benefits of the SoA are that it provides a mechanism for:

(i) Financial rehabilitation of the mining operations at Bibiani, by facilitating significant new monetary investment; or

(ii) Should (i) not be capable of implementation, a stable structure and environment to coordinate an asset sale.

8. Sale of Ghanaian Assets A sale of the mining business, either by way of an equity sale or an asset sale, requires the support of all the key stakeholders identified in Section 7 in order to prevent liquidation of the entities and forfeiture of the mining tenements. I have engaged Argonaut as my advisors and they have provided me with their high level views in respect of a potential monetisation process for the assets. Given the current non operating status of the mining assets, its distressed nature and ongoing holding costs, Argonaut considers alternatives such as partial asset level sale, joint venture or Initial Public Offering are neither feasible nor appropriate. On that basis Argonaut consider that the only real option for a sale is by way of a full sale process. In Argonaut’s view, potential financiers and / or acquirers are likely to view Noble in the following light:

Advanced Brownfields exploration gold project requiring considerable upfront capital prior to any mining operation.

Prospective regional location with some “hard assets” but requiring specialist in country expertise.

Distressed opportunity with core Bibiani asset tarnished and to be approached with caution.

Limited ability to rely on due diligence materials in respect of a prospective mining operation.

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The most prospective buyers are expected to be existing gold producers or companies with African operating expertise. Recent gold transactions show some opportunistic activity, however, other current insolvency sale situations involving advanced exploration assets, such as Kagara, highlight that prospective buyers remain highly selective In respect of the issue of whether an equity or asset sale would be more appropriate, Argonaut identified the following benefits and drawbacks with these potential sale structures: Benefits Drawbacks

Equity Sale

Simple to distribute the sale proceeds to creditors

Buyer may retain the benefit of in country tax losses

Existing environmental bonds are not disturbed

Reduced regulatory approvals required

Buyer assumes all existing liabilities

Asset Sale

Flexibility to offer tailored asset packages

No liabilities assumed

Any sale remains subject to regulatory approvals including ministerial consent

Standalone plant sale is unlikely to be legally feasible

Given the feedback from Argonaut, historical transactions and the general feedback from stakeholders in Ghana, it is my view that an asset sale would be difficult, if not impossible, to complete and therefore an equity sale will be required. Argonaut notes that any sale process is predicated on the Administrators being able to successfully implement, inter alia, a standstill arrangement with creditors, confirmation of the ability to transfer of title or change of control and possible re-prioritisation of creditors to thereby avoid a liquidation situation. A sale process will involve navigating the legal, financial, commercial and operational frameworks across two jurisdictions. In particular, the legal and insolvency regimes are not uniform and introduce heightened execution and timing risks. As a comparison Argonaut highlighted the following in respect of the Investec/ CAGG sale process:

In 2009, key creditor Investec undertook a sale process.

It took 6 months to identify and negotiate with a final buyer.

An additional 7 months was required to transaction close.

100% share acquisition consideration comprising:

o $1 for corporate control; o $33m in assumed liabilities together with trade and employee creditors; and o $2m in contingent deferred payments.

Av. gold price of $1,131/oz at the time of sale agreement.

There is a significant cost associated with obtaining the support of the stakeholders along with holding costs of approximately US$1M per month during the sale process. In that regard Argonaut estimated the total costs of sale process, including holding and selling costs to be between $15M and $20M.

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Either sale scenario would require further funding, which based on the Company’s efforts prior to my appointment, I do not expect to be forthcoming. As an alternative, I could utilise the funds on hand at NMRL to assist in funding the sale process, however, this may not be sufficient and I consider it unlikely that sufficient amounts will be realised to cover the repayment of this amount and therefore creditors of NMRL would be worse off than in a liquidation. On the basis of the above, I do not consider that the sale of the mining assets is a realistic alternative and even if such a process was undertaken, I expect that the returns would be minimal at best.

9. Trading by Administrators

9.1 Overview The Administrators assumed control of the Company’s business upon appointment. Appropriate controls and systems have been put in place in respect of cash/banking, purchase orders and reporting.

9.2 Trading issues The key issues faced during the administration have surrounded the negotiations with the employees. In particular I note that the employees have taken effective control of the mine site refusing entry to key individuals and not allowing owners of leased assets access to their equipment. With this difficult back drop, it has remained necessary to continue funding essential costs for the mine site to ensure that the value of these assets is preserved, so that the SoA remained viable, the DOCA proposal can be presented to creditors. I have sought to limit these payments where possible.

9.3 Summary of receipts and payments A summary of the Administrators’ receipts and payments for the period from 12 September 2013 to 1 November 2013 is included within Part B of the Administrators’ Remuneration Report attached as Annexure 2.

10. Proposal for DOCA

10.1 Statement of proposed DOCA Resolute has submitted a DOCA proposal that is intended to:

Provide a greater return to NMRL’s creditors than would be available in a liquidation;

To avoid the costs of liquidation;

To cause NMRL to be released from all claims; and

To provide a mechanism to support the proposed SoA.

The DOCA term sheet is included at Annexure 1 and I summarise in the remainder of this section the key components of the proposed DOCA, with an estimate of the returns to creditors compared to liquidation included in Section 11.2.

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10.2 Key commercial features The proposed DOCA includes the following key commercial features: Transfer Upon satisfaction of the secondary conditions precedent of the DOCA and the implementation of its terms, NMRL will transfer to an entity controlled by the Proponent (NewCo):

All issued share capital of NMGL and DAMS.

The debts owed by NGBL and DAMS under various intercompany loans.

The ultimate outcome of the above is that New Co will, through NMGL (which in turn owns NGBL) and DAMS, own and operate the Bibiani Project in Ghana. Assets The Company will retain all of the issued share capital of NMRGL, and benefit of all of the amounts owed by NMRGL to the Group, subject to NMRGL being released from intercompany loans due to NGBL and DAMS. The exploration licences held in NMRL and identified as Cape Three Points and Nakroba will be offered for sale, whether by way of a direct sale of the assets out of NMRGL, a sale of the shares in NMRGL or a reconstruction of the Company, whichever provides for the highest return. The proceeds of the realisation of these assets will be distributed to the Additional Dividend Creditors. Employee Entitlements Employee entitlements will continue to accrue for those employees retained during the DOCA period and employees will receive 100 cents in the dollar in respect of all accrued and unpaid entitlements under the DOCA. Cash on hand/Initial Dividend The current cash at bank and the realisation of any surplus plant and equipment after the costs and expenses of the Administration and DOCA will be used immediately to pay a dividend to all creditors. The dividend will be paid pro rata to all creditors except for Excluded Creditors and Contingent Creditors. Contingent Creditors An amount equivalent to the initial dividend that would have been received by CAL Bank and BOA will be held in reserve pending the outcome of the SoA. If the SoA is approved those creditors will no longer have a claim and the amount held in reserve will be paid in satisfaction of any interim funding. If the SoA is not approved, this amount will be distributed to the Contingent Creditors Excluded Employees The Excluded Employee will be entitled to a priority consistent with other employee entitlements, and the priority amount will be borne out of the amount which would otherwise be paid to the Trustee. Excluded Creditors The Trustee will receive the balance of the cash at bank and the realisations from other plant and equipment, but otherwise consents not to participate as an Additional Funding Dividend Creditor and, provided the SoA is approved, to waive its right to claim on the guarantee provided by NMRGL. This will allow for the sale proceeds from the sale of the Cape Three Points and Nakroba licences to flow up to NMRL, for the benefit of Additional Dividend Creditors.

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Noteholders The Proponent will procure the formal written acknowledgement and agreement by the Trustee: not to participate under the DOCA as an Additional Dividend Creditor; to restructure the obligations of NMRGL, NMGL, NGBL and DAMS with respect to the

guarantee provided by them in relation to the convertible notes; and to waive any existing defaults under the convertible notes and any defaults arising out of the

transactions contemplated by the DOCA or the SoA, in so far as it is relates to the obligations of NMRGL, NMGL, NGBL and DAMS with respect to the guarantee provided by them in relation to the convertible notes.

Related Entities There are no related party creditors to deal with in the DOCA. Proposed Monitoring and Reporting Arrangements The Deed Administrators will provide an update to creditors regarding the final outcome of the SoA. Basis of remuneration of the DOCA Administrator The remuneration report contains details of the prospective remuneration under the proposed DOCA. Condition Precedent First Conditions Precedent, giving rise to the initial cash dividend:

Approval by the creditors of the DOCA proposal.

The execution of a DOCA on terms acceptable to the Deed Administrators.

Secondary Conditions Precedent to the transfer of the shares in (effectively) NGBL and DAMS and debts owed by these companies to NewCo and the release of the debt owed by the Trustee of the convertible notes:

If required, the consent of the relevant Minister to the transfer of ownership of NMGL to New Co pursuant to Section 52 of the Minerals and Mining Act 2006 (Ghana).

The satisfaction by the Trustee of the conditions specified including waiving the right to participate as an Additional Dividend Creditor.

Approval of the SoA by the High Court of Ghana.

The Proponent entering into an interim funding arrangement with the Deed Administrators, acceptable to the Deed Administrators and the Proponent.

Interim Funding The Proponent will fund:

immediately, an initial payment to employees;

the care and maintenance costs of the Bibiani project;

the payments due under the SoA; and

at its discretion, but potentially prior to the approval of the SoA, the works for the purpose of conducting a Feasibility Study at Bibiani.

Termination of the DOCA

The DOCA will terminate, and all debts will be released and control of the Company will return to the directors if:

a) The Deed Fund has been fully distributed by way of a final distribution; b) All of the conditions precedent have been satisfied or waived prior to the End Date; and

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c) The Additional Dividend Creditors have been paid a dividend from the proceeds of the realisation of Cape Three Points and Nakroba licences or the Deed Administrator decides that it will not be possible to realise these assets.

If the SoA is not approved (or a condition precedent is not satisfied or waived) prior to the End Date, unless varied, the DOCA will terminate, and NMRL will be wound up.

Prospective financial information It is a key component of the DOCA proposal that Resolute agrees to meet all of the ongoing costs in Ghana and any support costs incurred by NMRL. In that regard, the only costs that are to be borne out of funds otherwise payable to creditors are the costs associated with administering the DOCA, which is largely limited to the Deed Administrators’ Fees, which are estimated as part of the Administrators’ Remuneration Report included at Annexure 2 and costs incurred by the Deed Administrator. It should be noted that Resolute will be providing significant funding shortly after the DOCA is approved (if that occurs) including:

approximately $7.1M to employees;

approximately $1M per month for care and maintenance costs; and

potentially further significant amounts associated with commencing the Feasibility Study.

11. Creditors’ options, dividend estimates and cost estimates Pursuant to Section 439A(4)(b) of the Act, I am required to provide creditors with a statement setting out my opinion on whether it is in the creditors’ interests for the:

Administration to end;

Company to be wound up; or

Company to execute a DOCA.

In forming my opinion, it is necessary to consider an estimate of the dividend creditors might expect, and the likely costs, under each option.

11.1 Administration to end Creditors may resolve that the administration should end if it appears the Company is solvent or, for some other reason, control of the Company should revert to its directors. Based on my preliminary investigations and analysis of the Company’s financial information, the Company is insolvent. There appears to be no valid commercial reason why control of the Company should revert to its directors. If the administration were to end, there is no mechanism controlling an orderly realisation of assets and distribution to creditors. In those circumstances, I am unable to say whether the Company may ultimately pay creditors or what costs it may incur. Therefore, my opinion is that it is not in the creditors’ interest for the administration to end. It is appropriate that the Company’s affairs be dealt with under Part 5.3A of the Act under one of the options detailed in Section 11.2 or 11.3 below.

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11.2 Winding up of Company Based upon the information in this report, if the Company is wound up, I estimate a dividend to creditors as follows: Low High

Estimated Liquidation dividend Notes $'M $'M

Available Assets

Cash at bank 11.2.1 8.9 8.9

Intercompany loans 11.2.2 - 0.1

Plant & equipment 11.2.3 - 0.1

Total for priority creditors 8.9 9.1

Priority Creditors

Preservation Contingency 11.2.4 (0.4) (0.4)

Administrators’ & Liquidators fees and costs 11.2.5 (1.0) (0.7)

Employee entitlements 11.2.6 (1.2) (1.2)

Funds available for unsecured creditors 6.3 6.8

Known unsecured creditor claims 11.2.7 (93.4) (93.4)

Excluded employees 11.2.8 (0.6) (0.6)

Contingent liabilities 11.2.9 (14.3) (14.3)

Estimated deficiency (102.1) (101.6)

Estimated dividend to ordinary unsecured creditors 5.8% 6.2%

11.2.1 Cash at Bank

Cash at Bank represents the amount currently held by me after taking account of the payments required since my appointment to preserve the underlying assets.

11.2.2 Intercompany Loans Tabled below is a summary of the intercompany loans, their reported book value and estimated high and low recoverability.

Book Value

Low High

Entity $'M $'M $'M

NMGL 80.4 - -

NMRGL 2.8 - 0.1

NGBL 147.1 - -

DAMS 33.5 - -

Total 263.8 0.1 -

NMGL The only asset and potential income stream of NMGL is its ownership of NGBL. I consider it unlikely that any amounts will flow from this investment, as discussed further below, and therefore there is unlikely to be a return to the Company.

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NMRGL Any returns from NMRGL would depend on the ultimate realisable value of the Cape Three Point and associated tenements. However, I note that the Trustee also has the benefit of a guarantee granted by NMRGL and therefore would rank pari passu with the intercompany payable to NMRL. On that basis, even if a high sales price is achieved, I consider it unlikely that significant funds will flow back up to NMRL. NGBL In the event that NGBL is liquidated, I consider that the expected outcome would be that the mining tenements and the majority of the NGBL’s mining assets, would be forfeited to the Ghanaian government. On that basis, any asset realisations from NGBL are likely to be minimal and insufficient to meet priority creditors. Accordingly, it is estimated that there would be no recovery to NMRL of the intercompany loan. In the event that it was possible to somehow avoid forfeiture, and to somehow fund the holding costs of the Bibiani project, such that the mining assets are capable of being sold, based on historical transactions I have assumed that, employees and creditors would require some level of compensation in the event of an asset sale. Therefore, an equity sale is more likely, under which the employee and creditor obligations are assumed by the purchaser. This would require a net sale price of between $35M and $40M (ie before any price reduction for the assumption of liabilities) before any amounts are returned to unsecured creditors.

In addition to the above a sale process could take between 6 and 12 months to achieve, during which care and maintenance costs of $1M per month will need to be paid and transaction costs would be incurred.

As noted previously, I have engaged Argonaut as an independent financial advisor, to provide me with an indicative valuation of the assets and, whilst I cannot disclose that valuation, I confirm that a sale of the value price preferred by Argonaut would not result in any surplus funds being left over after considering the above costs (See part 8 of this report). I therefore do not expect any returns to be available to unsecured creditors even in a high scenario.

DAMS The plant and equipment owned by DAMS is fully secured to the BoA. It is not expected that the sale of these assets would result in a surplus and therefore there would be no funds available to unsecured creditors.

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11.2.4 Plant and Equipment

The directors attributed an unknown value to plant and equipment, however provided the following indicative valuations:

Asset Description Market Value

$’000 Auction Value

$’000

Office Equipment 23.0 4.0

Computer Equipment 5.2 2.0

Pronto Development 0.3 -

Office Capital Cost 40.6 -

Total 69.0 6.0

A large majority of the equipment comprises an office fit out, which is difficult to realise or attribute value to, resulting in the low estimated auction value. The above equipment is all relatively old and therefore I would not expect to realise significant value for these assets.

11.2.5 Preservation Contingency

Preservation costs represent expenses that may need to be incurred between now and the outcome of the second meeting of creditors in order to preserve the assets of NMRL. 11.2.6 Administrators’ and Liquidators’ fees and costs

There costs are an estimate only and subject to creditors approval. 11.2.7 Employee entitlements

I have examined the Company’s employee records and estimate the priority debts owed to employees as follows:

Employee Entitlements ERV High $’M

ERV Low $’M

Wages and expenses 1.0 1.0

Superannuation - -

Annual leave 0.2 0.2

Long service leave - -

Redundancy - -

Total 1.2 1.2

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11.2.9 Known unsecured creditors

Accounting for formal proofs of debt received to date and the records of the Company, I estimate the Company’s liability to unsecured creditors at $93.4M.

Unsecured Creditors Amount

$’M

Trustee 88.6

Rothschild Australia Limited 4.7

Other Creditors 0.1

Total 93.4

This figure is subject to the receipt and adjudication of final proofs of debt from creditors. 11.2.10 Excluded employees

The Act provides that Excluded Employees, which includes company directors and their spouses, are each restricted to a total maximum priority claim of $2,000 for unpaid wages and $1,500 for annual leave entitlements. Amounts owed to Excluded Employees that exceed the statutory cap for wages and superannuation and annual leave/long service leave, and all payments owing in respect of retrenchment, being redundancy and payment in lieu of notice, rank for a dividend with all other unsecured creditors. One employee is considered an Excluded Employee resulting in net priority entitlements totalling $1.2m after the excluded amount of $0.6m has been deducted from this priority category.

11.2.11 Contingent liabilities

The following table summarises the Company’s contingent liabilities.

Creditor Nature of Liability Liability

$’M

Bank of Africa Parent Company guarantee in respect of NGBL liability 5.0

BBY Limited Claim for unpaid management and capital raising fees 0.8

CAL Bank Guarantee 7.6

Hardie Finance Corporation Maximum landlord liability 0.9

Total 14.3

The analysis at 11.2 above provides a high and low estimate of the realisable value of the assets if the Company were wound up. The high estimates reflect circumstances where there is greater certainty as to realisations. The low estimate reflects the opposite. The above dividend calculations are an estimate only and may change due to:

The amounts realised from the sale of assets and the recovery of intercompany loans.

Total liabilities charging, once proofs of debt are lodged and adjudicated upon.

Cost of litigation (for example, in recovering assets).

Costs of the administration and liquidation resulting from additional issues arising.

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I estimate that any return to creditors from a winding up of the Company would not occur until at least the end of 2014. This is subject to:

Realisation of tenements held by NMRGL.

The liquidation of the Ghanaian subsidiaries, a process which could take years.

All statutory duties completed.

Contingent claims determined.

The costs of winding up the Company’s affairs are estimated at between $0.7M and $1M.

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11.3 Execution of proposed DOCA Based on the assets to be made available under the DOCA, I estimate a dividend to creditors as follows:

Scheme Approved Scheme Not Approved

Estimated DOCA dividend Low $M High $M Low $M High $M

Assets available for initial dividend

Cash at bank 8.9 8.9 8.9 8.9

Plant & equipment - 0.1 - 0.1

Total Assets 8.9 9.0 8.9 9.0

Total funds available for initial dividend 8.9 9.0 8.9 9.0

Class A Creditor Payments

Preservation Contingency (0.4) (0.4) (0.4) (0.4)

Administrators’ and Deed Administrators fees and costs (1.0) (0.7) (1.0) (0.7)

Employee entitlements (1.2) (1.2) (1.2) (1.2)

Funds available after Class A Payments 6.3 6.7 6.3 6.7

Class B Creditor Payments (0.4) (0.3) (0.4) (0.3)

Class C Creditor Payments (0.6) (0.6) (0.6) (0.6)

Class D Creditors - Reserve (0.7) (0.8) (0.7) (0.8)

Class E creditors (4.6) (5.0) (4.6) (5.0)

Assets available for further dividend

Cape Three Point Assets 0.9 1.7 - -

Total funds available for further dividend 0.9 1.7 - -

Class B Creditor Payments (0.9) (1.7) - -

Total Distributions Class B creditors (ie archiving creditors) 1.3 2.0 0.4 0.3

Class C creditors (ie Excluded Employees) 0.6 0.6 0.6 0.6

Class D creditors (ie Contingent Creditors) - - 0.7 0.8

Class E creditors (ie Trustee of Unsecured convertible notes)

5.3 5.8 4.6 5.0

Dividend Rate Class B creditors (ie archiving creditors) 19.7% 41.7% 5.8% 6.3%

Class C creditors (ie Excluded Employees) 100.0% 100.0% 100.0% 100.0%

Class D creditors (ie Contingent Creditors) - - 5.8% 6.3%

Class E creditors (ie Trustee of Unsecured convertible notes)

6.0% 6.5% 5.2% 5.6%

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The above dividend calculation, which should be read in conjunction with the DOCA term sheet, is an estimate only, and may change due to the following:

The final amount claimed by creditors once proofs of debt are received and adjudicated upon;

Ultimate realisable value of the Cape Three Point Assets;

Changes in the estimated costs of the DOCA resulting from issues not presently known;

Compliance with all provisions of the DOCA; and/or

Determination of contingent creditors.

It is estimated that a first dividend will be paid to creditors under the DOCA in the first quarter of 2014, and final dividends being paid to creditors will be paid by August 2014. This is subject to:

If required, the consent of the relevant Minister to the transfer of ownership of NMGL to New Co pursuant to Section 52 of the Minerals and Mining Act 2006 (Ghana)

Delays in the SoA process in Ghana.

Realisation of tenements held by NMRGL.

The costs of administering the DOCA in both scenarios are estimated at between $0.7 and $1M.

11.4 Comparison of proposed DOCA to liquidation Below is a comparison of the estimated returns under the proposed DOCA and liquidation:

Return Comparison Scheme Approved Scheme Not Approved

DOCA DOCA DOCA DOCA Liq Liq

Low High Low High Low High

Class A Employee entitlements 100% 100% 100% 100% 100% 100%

Class B Participating Creditors 19.6% 41.6% 5.8% 6.3% 5.8% 6.2%

Class C Craig Dawson 100.0% 100.0% 100.0% 100.0% 5.8% 6.2%

Class D Contingent Creditors - - 5.8% 6.3% 5.8% 6.2%

Class E Trustee 6.0% 6.5% 5.2% 5.6% 5.8% 6.2%

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I have considered the key risk areas in implementing the return to creditors from the alternative option of liquidation or the DOCA and these have been summarised in the following table:

Factor DOCA Liquidation

Initial Dividend

Mechanism for the initial dividend is fixed, giving certainty that creditors (other than the Trustee) will receive a return at least equal to what they would receive in a liquidation.

Increase in statutory duties may result in a minor diminution in the amount available to creditors.

Dividend Timing

Interim dividend likely to be paid relatively soon after DOCA acceptance.

Further dividend payable once exploration tenements are sold

Increased statutory requirements may delay initial dividend.

The liquidation of Ghanaian subsidiaries could take years and may delay any further dividend

Forfeiture Risks

Mitigates liquidation risk in Ghana, therefore reduces risk of forfeiture.

Provides a better vehicle to obtain the support of the various Government departments, employees and creditors.

Forfeiture of tenements appears almost certain to flow from the liquidation of the subsidiaries.

High risk of no return from investment in subsidiaries.

SoA

The DOCA will provide the necessary funding to proceed to the SoA meetings.

In the event that the SoA is approved it will then reduce the NMRL creditor pool and result in increased returns to some creditors, subject to asset realisations.

Liquidation of NMRL is likely to result in liquidation of the Ghanaian entities and the failure of the SoA

Even if this was not the case it would be difficult to obtain funding to support the SoA

Employee Support

MOU with employees has been executed and initial payment will be made to employees following approval of DOCA.

Under the MOU Employees have agreed to be supportive of the SoA.

Employees are unlikely to be supportive in a liquidation and therefore control of the mine site is unlikely to be returned to company control, which would make any sale of the assets difficult.

Care & Maintenance Funding

Resolute are to provide funding under the DOCA.

No clear source of funding is available to us in a liquidation.

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12. Administrators’ opinion As stated in Section 11.1 above, the option of the administration ending is clearly not viable. The only remaining options available to creditors are to wind up the Company or accept the proposed DOCA. From the calculations set out in Section 11.2 and 11.3 of this report, I estimate that the return to creditors under the proposed DOCA exceeds the estimated return under a winding up of the Company. The exception is the Trustee who would receive a marginally lower return compared than liquidation in the event that the SoA is approved. However, the majority Noteholder is Resolute, who, in such circumstances, will take control of the Bibiani project, and therefore potentially release other non-monetary benefits. The proposed DOCA is likely to provide a better return to creditors because:

The Trustee would not participate in the distributions arising from the sale of the NMRGL assets.

I have not identified any voidable transactions or offence by the directors, which would result in realisations in liquidation.

The costs to administer a DOCA are less than in a liquidation.

It provides a mechanism through which an immediate dividend, equivalent to that in a liquidation, can be paid to all creditors other than the Trustee.

Based on the above, it is my opinion that creditors should resolve that the Company enter into the proposed DOCA.

13. Administrators’ remuneration report Pursuant to Section 446E of the Act, I enclose as Annexure 2 the Administrators’ Remuneration Report. At the second meeting of creditors, I intend seeking approval of the remuneration set out in the remuneration report. Details of disbursements incurred are also included in the remuneration report.

14. Further queries I will advise creditors in writing, if practicable, of any additional matter that comes to my attention after the dispatch of this report that, in my view, is material to creditors’ deliberations. In the meantime, should creditors have any queries, please do not hesitate to contact Wayne Rushton or Dawn Murchison of this office. DATED this 15th day of November 2013.

Martin Jones Joint and Several Administrator

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ANNEXURE 1 DOCA Term Sheet

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15 November 2013 Mr Martin Jones The Administrator Noble Mineral Resources Limited (Administrators Appointed) Ferrier Hodgson Level 26, BankWest Tower 108 St Georges Terrace PERTH WA 6000 By email: [email protected] Dear Sir Deed of Company Arrangement I refer to our previous discussions and confirm that Resolute wishes to propose a deed of company arrangement for Noble Mineral Resources Limited (administrators appointed) on the terms and conditions referred to in the enclosed Summary Term Sheet. Yours sincerely

PETER SULLIVAN Chief Executive Officer RESOLUTE MINING LIMITED

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mailto:[email protected]

24861434 1

Noble Mineral Resources Ltd (Administrators Appointed) (NMRL)

Deed of Company Arrangement (DOCA) Summary Term Sheet

Noble DOCA

1. Proponent § Resolute Mining Ltd (Proponent).

2. Purpose of DOCA § To provide a greater return to NMRL’s creditors than would be available in a liquidation.

§ To avoid the costs of a liquidation. § To cause NMRL to be released from all claims. § To provide a mechanism to support the proposed Scheme of

Arrangement of NMRL’s Ghanaian Subsidiaries (SoA).

3. Overall structure of the DOCA

(i) The Proponent will establish a wholly owned subsidiary (New Co). (ii) Upon the satisfaction of the Secondary Conditions Precedent

(referred to at item 7(ii) below), NMRL will transfer to New Co: § all of the issued share capital of Noble Mining Ghana Limited

(NMGL) and Drilling & Mining Services Limited (DAMS); and § all of the debts owed by NMGL, Noble Gold Bibiani Limited

(NGBL) and DAMS under various intercompany loans, with the effect that New Co will, through NMGL (which in turn owns NGBL) and DAMS, own and operate the Bibiani Project in the Sefwi-Bibiani gold belt in western Ghana.

(iii) After the termination of the DOCA in accordance with its terms under item 17(a) below, NMRL will retain: § all of the issued share capital of Noble Mineral Resources

Ghana Limited (NMRGL); and § the benefit of all of the debts owed by NMRGL (subject to item

19 below). (iv) Two of the gold concessions in which NMRGL has an interest, in the

form of the exploration licences at Cape Three Points and Nakroba in the southern extension of the Ashanti gold belt (Gold Concessions) will be offered for sale, whether by way of a direct sale of the assets out of NMRGL, a sale of the shares in NMRGL or a reconstruction of NMRL (i.e. where the only assets of NMRL are, effectively the Gold Concessions).

(v) The proceeds realised from the Gold Concessions are to be distributed to all creditors of NMRL except the Excluded Creditors (defined in item 5 below).

4. Participating Creditors

§ Creditors of NMRL who had claims as at the date of the appointment of the Administrators will be bound by the DOCA (Participating Creditors).

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24861434 2

Noble DOCA

5. Deed Fund Distribution under the DOCA

§ As soon as reasonably practicable after the approval of the DOCA, the Participating Creditors will receive a distribution from the Deed Fund (constituted in the manner set out at item 10 below) in accordance with the classes defined.

§ The classes of Participating Creditors in the Deed Fund will be as follows: Class A: Employee claims for their employment entitlements in accordance with Section 556(1) of the Corporations Act 2001 (Cth) (Act). Class B: Participating Creditors other than the Bond Trustee (see item 13 below), CAL Bank, Bank of Africa Ghana and Craig Dawson (Excluded Creditors) to receive a pro rata distribution from the balance of the Deed Fund on the basis that the dividend to the Class B creditors is calculated as if the debts of the Excluded Creditors were adjudicated upon in the ordinary way and were part of the Class B creditor pool. Class C: Craig Dawson, to an amount, so that when combined with any distribution under Class A, Mr Dawson receives a dividend of $578,673 in respect of his contract of employment with NMRL (unless his existing employment contract is assigned to New Co on the same terms and conditions). Class D: The dividend due to:

§ CAL Bank; and § Bank of Africa Ghana, as contingent creditors, calculated at the same rate as for Class B creditors, will be reserved, and only paid to them in the event of the failure of the Secondary Conditions Precedent (see below). Class E: As to the balance of the Deed Fund, by way of a dividend to

the Bond Trustee.

§ For the avoidance of doubt for the purpose of calculating the dividend to Class B creditors: (i) the costs of the administration and the DOCA period; and (ii) the Administrators’ and Deed Administrators’ remuneration and

expenses, to the extent approved by the Participating Creditors, will be paid in priority to all Class B claims.

§ The Deed Administrators will retain sufficient funds to meet the payment of their reasonable costs and expenses of giving effect to the DOCA.

6. Moratorium § The moratorium of creditor claims against NMRL will continue during the DOCA.

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24861434 3

Noble DOCA

7. Conditions Precedent

§ The conditions precedent under the DOCA are: (i) First Conditions Precedent: first, in respect of the establishment of

New Co and the payments to Participating Creditors of the Deed Fund under 5 above (and subject to item 18 below): a) Approval by the creditors of the DOCA proposal. b) The execution of a DOCA on terms acceptable to the Deed

Administrators. (ii) Secondary Conditions Precedent: secondly, in respect of the

transfer to New Co of the shares and debts contemplated by item 3(ii) above, and the release of claims of Excluded Creditors: a) If required, the consent of the relevant Minister to the transfer of

ownership of NMGL to New Co pursuant to Section 52 of the Minerals and Mining Act 2006 (Ghana).

b) The satisfaction by the Bond Trustee of the conditions specified at 13 below.

c) Approval of the SoA by the High Court of Ghana. d) The Proponent entering into an interim funding arrangement

with the Deed Administrators, acceptable to the Deed Administrators and the Proponent.

§ The Secondary Conditions Precedent: (i) may be waived by the Proponent; and (ii) must be satisfied or waived by 31 March 2014, or such later date as

may be agreed in writing between the Deed Administrator and the Proponent (End Date).

8. Interim Funding § The Proponent will fund, if possible on a secured, limited-recourse basis, the operations of NMGL, DAMS and NGBL in Ghana: (i) to maintain the assets pending approval of the SoA; (ii) as to the amounts payable under the SoA; and (iii) at its discretion, pending the approval of SoA, the works necessary

for the commencement of a feasibility study as to future mining operations at Bibiani (Feasibility Study).

9. Deed Administrators § The Administrators will act as the Deed Administrators of the DOCA. § The Deed Administrators will be entitled to be indemnified out of the

Deed Fund, and the other assets of NMRL, for any costs or remuneration and for the repayment of any Interim Funding advanced to NMRL by the Proponent, which indemnity will be secured by a lien over all such assets.

10. Deed Fund under the DOCA

§ The available funds (cash at bank and the realisation of any surplus plant and equipment) of NMRL, after the costs and expenses of the Administration and DOCA, are to constitute the Deed Fund.

11. NMGL, NGBL and DAMS

§ The Deed Administrators will do all things reasonably necessary to: (i) attempt to procure the satisfaction of the conditions precedent; and (ii) if requested by the Proponent, to facilitate the Proponent

commencing the works necessary to undertake the Feasibility Study; and

(iii) upon the satisfaction or waiver of the Secondary Conditions Precedent, effect a transfer from NMRL to New Co of: a. all of the issued share capital of NMGL and DAMS; and b. all of the debts owed by NMGL, NGBL and DAMS under

various intercompany loans with NMRL. § The costs of effecting the transfer, and satisfying the Secondary

Conditions Precedent (except for the Deed Administrators’ costs and disbursements of progressing the SoA) will be met by the Proponent.

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24861434 4

Noble DOCA

12. Gold Concessions § The Gold Concessions form a regional exploration package not associated with the Bibiani mining assets and therefore NMRGL is not included as one of the companies subject to the SoA.

§ Upon appointment, the Deed Administrators will immediately take steps

with a view to selling the Gold Concessions, whether by way of:

(i) a sale of the Gold Concessions by NMRGL; (ii) a sale of the shares held by NMRL in NMRGL; or (iii) the recapitalisation of NMRL.

§ Conditional upon the satisfaction of the Secondary Conditions Precedent, the proceeds realised from the Gold Concessions will be distributed by the Deed Administrator to the Participating Creditors other than the Excluded Creditors (Additional Dividend Creditors).

§ If the Secondary Conditions Precedent are not satisfied, then the proceeds from the realisation of the Gold Concessions will be dealt with according to law.

§ If the mechanism to realise the Gold Concessions, in a way which results in the best return to Additional Dividend Creditors, is by way of the recapitalisation of NMRL, it will be necessary to vary the DOCA to facilitate such a sale mechanism including, if necessary, through the creation of a Creditors Trust.

13. Bond Trustee § It is a Secondary Condition Precedent that the Bond Trustee acknowledge and agree, on behalf of the holders of the Unsecured Convertible Notes issued by NMRL in the amount of AU$85M plus accrued interest (and which has been guaranteed by each of NMRGL, NMGL, NGBL and DAMS (Convertible Note Guaranteed Liability)): (i) not to participate as an Additional Dividend Creditor; (ii) to restructure the obligations of NMRGL, NMGL, NGBL and

DAMS with respect to the Convertible Note Guaranteed Liability so that: § the claim against NMRGL is released upon the SoA

becoming operative; and § the Convertible Note Guaranteed Liability is subordinated

to all other claims against NMGL, NMBL and DAMS, subject to the terms of the SoA;

(iii) to waive existing defaults under the Unsecured Convertible Notes and any defaults triggered by the DOCA or SoA, in so far as it relates to the obligations of NMRGL, NMGL, NGBL and DAMS with respect to the Convertible Note Guaranteed Liability.

§ The Proponent will be obliged to procure the agreement of the Bond Trustee in this regard.

14. Extinguishment of Participating Creditor claims

§ The claims of the Excluded Creditors against NMRL will be extinguished as at the date of the satisfaction or waiver of the last of the Secondary Conditions Precedent.

§ The claims of balance of the Participating Creditors (being the Additional Dividend Creditors) against NMRL will be extinguished as at the date of the termination of the DOCA pursuant to item 17(a) below.

15. Additional Dividend Creditors

§ Once the Gold Concessions have been realised, and the net proceeds paid to the Deed Administrators, the Deed Administrators will distribute the proceeds (after realisation costs) to the Additional Dividend Creditors in the proportion which each debt of the Additional Dividend Creditors bears to the total of all Additional Dividend Creditor’s debts (Additional Dividend Creditor’s Proportion);

§ As soon as reasonably practical after the receipt of the proceeds of the realisation of the Gold Concessions, the Deed Administrator will distribute the net proceeds to the Additional Dividend Creditors in their Additional Dividend Creditor’s Proportions.

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24861434 5

Noble DOCA

16. Powers of Deed Administrators

§ The Deed Administrators will, be entitled to exercise all rights, powers, privileges, authorities and discretions which are conferred by NMRL’s constitution or otherwise by law on the directors of NMRL.

§ Without limiting the powers described above and subject to the Corporations Act, the Deed Administrators will also have the power to remove from office a director of NMRL and appoint a person as a director of NMRL.

17. Termination of DOCA (a) The DOCA will terminate in accordance with its terms, the claims of the Additional Dividend Creditors will be released and control of NMRL will return to the then directors, upon the last to occur of the following: (i) the Deed Fund having been fully distributed by way of a final

distribution; and (ii) the conditions precedent having been satisfied or waived prior

to the End Date; and (iii) either:

§ the Additional Dividend Creditors having been paid the Additional Dividend Creditor’s Proportion from the proceeds of the realisation of the Gold Concessions; or

§ the Deed Administrators having issued a written notice to the Additional Dividend Creditors declaring that, in the opinion of the Deed Administrators, there is no realistic prospect of realising the Gold Concessions, in which case there will be no Additional Dividend to the Additional Dividend Creditors.

. (b) If a Secondary Condition Precedent is not satisfied (or waived by the

Proponent) prior to the End Date, unless varied by a resolution of the Participating Creditors, the DOCA will terminate, and NMRL will be wound up.

(c) Transactions which occur under the DOCA prior to its termination will not be affected by the termination of the DOCA.

(d) The DOCA may be varied by resolution passed at a meeting of the then Participating Creditors convened under section 445F of the Act.

(e) Nothing in the DOCA shall limit the operation of s445D and s445E of the Act.

18. Contingent Creditors § If the SoA is successful CAL Bank and Bank of Africa Ghana will not be creditors of NMRL. In such circumstances, the proceeds of the Deed Fund set aside for them pursuant to item 5 above will be paid: (i) in satisfaction of any Interim Funding; or (ii) if there is no such Interim Funding, to the Bond Trustee as part of

the Class E distribution.

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24861434 6

Noble DOCA

19. NMRL Intercompany Loans

Upon the satisfaction or waiver of the Secondary Conditions Precedent: (i) all rights of NMRL under any intercompany loans owed by NMGL,

NGBL and DAMS (including any Interim Funding provided through NMRL) will be assigned by NMRL to New Co, so that New Co will stand in the place of NMRL with respect to the outstanding amounts due from NMGL, NGBL and DAMS;

(ii) any obligations of NMRL to the Proponent under any Interim Funding will be novated to New Co;

(iii) pursuant to the Schemes, the intercompany debt owed by NMRGL to NMGL will be released;

(iv) any intercompany loan owed to NMRL by NMRGL (including any Interim Funding), will be released if the method of realisation of the Gold Concessions is by way of a sale of the shares in NMRGL, but will otherwise remain owing to NMRL; and

(v) in consideration for NMRL agreeing to the matters set out at (iii) and (vi), NMRGL will release NGBL and DAMS from intercompany debts owed to it.

20. Other terms § The DOCA will otherwise contain those usual terms and conditions contained in a DOCA of this nature.

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ANNEXURE 2 Administrators’ Remuneration Report

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Corporations Act 2001 Section 449E Noble Mineral Resources Limited (Administrators Appointed) ACN 124 893 465 (the Company) Remuneration Request Approval Report

Part 1: Declaration

We, Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for our appointment as Joint and Several Administrators of the Company in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Part 2: Executive Summary

To date, no remuneration has been approved and paid in this administration. This remuneration report details approval sought for the following fees:

Period Report

Reference

Amount (exc GST)

$

Current remuneration approval sought:

Voluntary Administration Resolution 1: 12 September 2013 – 31 October 2013

4.1

285,666

Resolution 2: 1 November 2013 – 26 November 2013

4.2

200,000

Total – Voluntary Administration* 485,666

Deed of Company Arrangement (if applicable) Resolution 3: Execution of Deed of Company Arrangement to termination of DOCA (if applicable)

4.3

275,000

Total – Deed of Company Arrangement* 275,000

Liquidation (if applicable) Resolution 4: Commencement of Liquidation to completion of Liquidation (if applicable)

4.4

450,000

Total – Liquidation* 450,000

* Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

Please refer to report section references detailed above for full details of the calculation and composition of the remuneration approval sought.

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Part 3: Schedule of Hourly Rates & General Guide to Staff Experience

Title Rate ($) Experience

Partner / Appointee

595 The Partner/Appointee is a registered liquidator and member of the ICAA and, generally,

the IPA, bringing specialist skills to the administration or insolvency task. For specific

experience and other details of the appointee/s, please visit our website at

www.ferrierhodgson.com

Director / Specialist 495 Generally, minimum of 12 years’ experience at least 2 years of which is to be at Manager

level. University degree; member of the ICAA and, generally, the IPA, with deep

knowledge and lengthy experience in relevant insolvency legislation and issues.

Senior Manager 455 Generally, more than 7 years’ experience with at least 2 years as a Manager. University

degree; member of the ICAA and, generally, the IPA; very strong knowledge of relevant

insolvency legislation and issues.

Manager 385 Generally, 5-7 years chartered accounting or insolvency management experience.

University degree; member of the ICAA and generally, the IPA; sound knowledge of

relevant insolvency legislation and issues.

Assistant Manager 345 Generally, 4-6 years chartered accounting or insolvency management experience.

University degree; member of the ICAA; completing IPAA Insolvency Education Program.

Good knowledge of relevant insolvency legislation and issues.

Senior Analyst 295 Generally, 2-4 years chartered accounting or insolvency management experience.

University degree; completing the ICAA’s CA program. Good knowledge of basic

insolvency legislation and issues.

Analyst 265 Generally, 2-3 years chartered accounting or insolvency management experience.

University degree, ICAA’s CA program commenced.

Accountant 225 0 to 2 years’ experience. Has completed or substantially completed a degree in

finance/accounting. Under supervision, takes direction from senior staff in completing

administrative tasks.

Junior Accountant 140 0 – 1 years’ experience. Undertaking a degree part-time in finance/accounting. Under

supervision, takes directions from senior staff in completing administrative tasks.

Personal / Team

Assistant

180 Appropriate skills including machine usage.

Administration

Supervisor/Assistant

115 Completed schooling and plans to undertake further studies. Required to assist in

administration and day to day field work under the supervision of more senior staff.

Notes:

1. The hourly rates are exclusive of GST. 2. The guide to staff experience is intended only as a general guide to the qualifications and experience of our staff engaged in the administration. Staff

may be engaged under a classification that we consider appropriate for their experience. 3. Time is recorded and charged in six-minute increments. 4. Rates are subject to change from time to time. The hourly rates reflect the total cost of providing professional services and should not be compared to

an hourly rate. See Part B1 for details of disbursements.

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http://www.ferrierhodgson.com.au/

Part 4.1: Description of Work Completed

Resolution 1

Company: Noble Mineral Resources Limited (Administrators Appointed) Administration Type: Voluntary Administration Practitioners: Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson Period: 12 September 2013 to 31 October 2013

Task Area General Description Includes

Assets

43.5 hours $23,353

(excl GST)

Sale of mining assets Liaising with independent advisers regarding mining assets in Ghana

Internal meetings to discuss

Work associated with the preservation of the Ghanaian assets

Plant and equipment Review asset listings

Liaising with independent advisers regarding plant and equipment in Ghana

Other assets Tasks associated with realising other assets

Creditors

113.6 hours $42,207

(excl GST)

Creditor enquiries Receive and follow up creditor enquiries via telephone and email

Review and prepare correspondence to creditors and their representatives via facsimile, email and post

Maintaining creditor enquiry register

Correspondence with members of the committee of creditors

Creditor reports Preparation of initial circular to creditors

Preparation of section 439A report

Arrange distribution of various creditor reports

Review draft DOCA proposal

Committee of Creditors Preparation of committee meeting notices

Distribute notice to committee members

Preparation of committee meeting documents, including agenda, reports and draft minutes of meeting

Preparation for and attendance at three committee meetings

Lodgement of minutes with the Australian Securities and Investments Commission

Dealing with proofs of debt Receipting and filing proofs of debt when not related to a dividend

Correspondence with OSR and ATO regarding proofs of debt when not related to a dividend

Meeting of creditors Preparation of meeting notices, proxies and advertisements

Distribute notice of meeting to all known creditors / stakeholders

Preparation of meeting documents, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting

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Preparation for and attendance at the first meeting of creditors and subsequent meetings of the committee of creditors

Work associated with extending convening period


Shareholder enquiries Receive and follow up shareholder enquiries via telephone and email

Review and prepare correspondence to shareholders and their representatives via facsimile, email and post

Maintaining shareholder enquiry register

Deed of Company Arrangement

Liaising with DOCA proponent

Liaising with solicitor regarding DOCA term sheet

Employees

39.7 hours $15,880

(excl GST)

Employee enquiries

Receive and follow up employee enquiries via telephone

Review and prepare correspondence to employees and their representatives via facsimile, email and post

Calculation of entitlements Calculating employee entitlements in Australia

Calculate employee entitlements in Ghana

Reviewing employee files and Company’s books and records

Reconciling superannuation accounts

Reviewing contracts

Liaising with solicitors regarding contract entitlements and termination obligations

Other employee issues Review and process payroll payments

Corresponding with employee union in Ghana

Trade On

230.1 hours $111,030

(excl GST)

Trade-on management Liaising with suppliers, management and staff

Attendance on and daily calls to Ghana.

Authorising purchase orders

Maintaining purchase order registry

Preparing and authorising receipt vouchers

Preparing and authorising payment vouchers

Authorising and facilitating payment of wages

Monitoring and ongoing review of operations

Liaising with superannuation funds regarding contributions

Liaising with OSR regarding payroll tax

Various issues associated with the preservation of the Ghanaian assets, including attendance in Ghana to meet with key stakeholders

Processing receipts and payments

Entering receipts and payments into accounting system

Budgeting and financial reporting

Reviewing Company’s budgets and financial statements

Preparing budgets

Preparing financial reports

Preparing and monitoring cash flows

Meetings to discuss trading position

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Investigation

78.3 hours $19,630

(excl GST)

Conducting investigation Collection of Company books and records

Reviewing Company’s books and records

Review and preparation of Company nature and history

Conducting and summarising statutory searches

Preparation of comparative financial statements

Review of specific transactions and liaising with directors regarding certain transactions

Liaising with directors regarding certain transactions

Completion of initial statutory investigations

Preparation of investigation file

Correspondence General correspondence

Administration

202.1 hours $73,568

(excl GST)

Document maintenance / file review / checklist

Filing of documents

File reviews

Updating checklists

Insurance Identification of potential issues requiring attention of insurance specialists

Correspondence with insurance broker regarding initial and ongoing insurance requirements

Reviewing insurance policies

Secured appropriate insurance for the administration

Bank account administration Preparing correspondence opening and closing accounts

Coordinate online banking capability

Requesting bank statements

Bank account reconciliations

Correspondence with bank regarding international transfers

Planning / review Discussions regarding status / strategy of administration

ASIC Form 524 and other forms

Preparing and lodging ASIC forms including 505, 524, 5011, etc.

ATO and other statutory reporting

Notification of appointment to ATO

Other Work associated with reporting relief

Work associated with Scheme of Arrangement

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Part 4.1.A: Calculation of Remuneration

Resolution 1

Employee Position Rate Total Task Area

(ex GST)

Assets Creditors Employees Trade On Investigation Administration ($/Hour) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($)

Martin Jones Partner / Appointee

595

159.8

95,081 23.4

13,923

14.3

8,509

6.3 3,749 72.0

42,840

-

- 43.8

26,061

Darren Weaver Partner / Appointee

595

0.7

417 -

- -

-

- -

0.1

60

-

-

0.6

357

Ben Johnson Partner / Appointee

595

4.1

2,440 -

- -

-

- - -

-

-

-

4.1

2,440

Sean Powell Director / Specialist

495

0.8

396 -

- -

-

- - -

-

-

-

0.8

396

Wayne Rushton Director / Specialist

495

202.2

100,089

17.5

8,663

31.3 15,494

16.5

8,168

112.6

55,737

0.4

198

23.9

11,831

Gordon Smith Manager 385 3.5 1,348 - - - - - - 3.5 1,348 - - - -

Melanie Khoo Senior Analyst

295

10.5

3,098 -

-

- -

6.9

2,036

2.9

856

0.7

207

Dawn Murchison Senior Analyst

295

149.0

43,955

2.6

767 41.5

12,243

1.9

561

14.5

4,278

24.3

7,169 64.2

18,939

Ashleigh Weaver Analyst

265

2.1

557 -

- -

-

- -

2.1

557

-

- -

-

William Hulmes Analyst

265

0.7

186 -

- -

-

0.7

186 -

-

-

- -

-

Michael Flower Analyst

265

0.8

212 -

- -

-

- - -

-

-

-

0.8

212

Kieran Harding Accountant

225

10.1

2,273 -

- -

-

- - -

-

10.1

2,273

-

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(ex GST)

Assets Creditors Employees Trade On Investigation Administration ($/Hour) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($)

Jason Soo Accountant

225

0.1

23 -

- -

-

- - -

-

-

-

0.1

23

Shaun Foley Accountant

225

140.0

31,500 -

- 26.5

5,963

14.1

3,173

18.4

4,140 40.6 9,135 40.4

9,090

Nirav Shah Accountant

225

0.7

158 -

- -

-

0.2

45 -

-

-

-

0.5

113

Genevieve Caldera Personal / Team Assistant

180

0.9

162 -

- -

-

- - -

-

-

-

0.9

162

Jacqui Titlestad Personal / Team Assistant

180

17.9

3,222 -

- -

-

- - -

-

-

-

17.9

3,222

Melissa Kroon Personal / Team Assistant

180

2.2

396 -

- -

-

- - -

-

-

-

2.2

396

Amy Jamieson Accounts Supervisor

180

0.3

54 -

- -

-

- - -

-

-

-

0.3

54

Talia Newland Administration Supervisor

115

0.6

69 -

- -

-

- - -

-

-

-

0.6

69

Mitchell Seward Administration Supervisor

115

0.3

35 -

- -

-

- - -

-

-

-

0.3

35

Total (excluding GST)

707.3 285,666 43.5

23,353 113.6 42,207 39.7 15,880 230.1

110,994 78.3 19,630 202.1 73,604

GST

28,567

2,335 4,221 1,588

11,099 1,963 7,360

Total (including GST)

314,233 25,688 46,428 17,467 122,093 21,592 80,964

Average Hourly Rate

404 537 372 400 482 251 364 F

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Part 4.2: Description of Work to be Completed

Resolution 2

Company: Noble Mineral Resources Limited (Administrators Appointed) Administration Type: Voluntary Administration Practitioners: Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson Period: 1 November 2013 to 26 November 2013


Assets

32.8 hours $18,000

(excl GST)

Sale of mining assets Consideration of optimum asset realisation strategies


Creditors

121.1 hours $46,500

(excl GST)




Creditor reports Preparation, review and finalisation section 439A report and other reports

Arrange distribution of various creditor reports


Corresponding with OSR and ATO regarding proofs of debt when not related to a dividend

Meeting of creditors Preparation of meeting notices, proxies and advertisements

Distribute notice of meeting to all known creditors

Preparation of meeting documents, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting

Preparation for and attendance at the second meeting of creditors

Committee of Creditors Draft Confidentiality Agreements

Preparation of committee meeting notices

Distribute notice to committee members

Preparation of committee meeting documents, including agenda, reports and draft minutes of meeting

Preparation for and attendance at three committee meetings


Employees

27.8 hours $9,083

(excl GST)

Employee enquiries


Review and prepare correspondence to employees and their representatives via facsimile, email and post

Maintain employee enquiry register

Calculation of entitlements Calculating employee entitlements

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Reviewing awards and contracts (as applicable)

Other employee issues Review and process payroll payments

Trade On

150.5 hours $75,583

(excl GST)

Trade-on management Liaising with suppliers, management and staff

Preparing and authorising payment vouchers


Liaising with superannuation funds regarding contributions, termination of employees employment

Liaising with OSR regarding payroll tax issues

Various issues associated with the presentation of the Ghana assets, including attendance in Ghana to meet with key stakeholders

Processing receipts and payments

Reviewing and updating receipts and payments into accounting system

Budgeting and financial reporting

Reviewing Company’s budgets and financial statements

Preparing and monitoring cash flows

Meetings to discuss trading position

Other Various work associated with the preservation of the

Ghanaian assets

Investigation

41.1 hours $12,083

(excl GST)

Conducting investigation Review of the Company’s books and records and Report as to Affairs

Review and preparation of the Company’s nature and history

Liaising with directors regarding certain transactions.


Administration

146.8 hours $38,750

(excl GST)



Filing of documents

File reviews

Updating checklists

Insurance Correspondence with insurance broker regarding ongoing insurance requirements

Correspondence with previous brokers


Coordinate online banking capability



Correspondence with bank regarding transfers

ASIC Form 524 and other forms

Preparing and lodging ASIC forms including 505, 524, 5011, etc.

Correspondence with ASIC regarding statutory forms

Planning / review Discussions regarding status / strategy of administration

Other Work associated with the Scheme of Arrangement

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Part 4.2.A: Schedule of Work to be Completed

Resolution 2


(ex

GST)

Assets Creditors Employees Trade On Investigation Dividend Administration

($/Hour) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($) (Hrs) ($)

Martin Jones Partner 595

98.0 58,334

17.6 10,500

23.5 14,000

-

-

51.0 30,333

-

-

-

-

5.9 3,500

Wayne Rushton Director 495

151.5 75,000

15.2 7,500

30.3 15,000

7.6 3,750

80.3 39,750

7.6 3,750

-

-

10.6 5,250

Dawn Murchison Senior Analyst 295

129.9 33,333

-

-

33.9 10,000

11.3 3,333

16.9 5,000

11.3 3,333

-

-

39.5 11,667

Shaun Foley Accountant 225

111.1 25,000

-

-

33.3 7,500

8.9 2,000

2.2 500

22.2 5,000

-

-

44.4 10,000

Jacqui Titlestad Senior Secretary 180

46.3 8,333

-

-

-

-

-

-

-

-

-

-

-

-

46.3 8,333

Total (excluding GST)

536.9

200,000

32.8

18,000

121.1

46,500

27.8

9,083

150.5

75,583

41.1

12,083

-

-

146.8

38,750

GST 20,000 1,800 4,650

908

7,558 1,208

- - 3,875

Total (including GST) 220,000 19,800

51,150 9,992

83,142

13,292

- - 42,625

Average Hourly Rate 373 549

384

327 502 294 264

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Resolution 3

Company: Noble Mineral Resources Limited (Administrators Appointed) Administration Type: Deed of Company Arrangement Practitioners: Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson Period: Execution of Deed of Company Arrangement to termination of DOCA


Assets

298.2 hours $101,650

(excl GST)

Mining assets Work associated with the preservation of the mining assets

Work associated with the Scheme of Arrangement


Realisation of exploration assets

Creditors

234.3 hours $73,207

(excl GST)

Creditor enquiries Receive and follow up creditor enquiries via telephone



Correspondence with committee of inspection members (if any)

Creditor reports Preparing general reports and updates to creditors



Meeting of creditors Preparation meeting notices, proxies and advertisements

Forward notice of meeting to all known creditors

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting.

Preparation and lodgement minutes of meetings with ASIC

Respond to stakeholder queries and questions immediately following meeting

Employees

93.4 hours $24,658

(excl GST)

Employee enquiries




Calculation of entitlements Calculation of employee entitlements

Reviewing employee files and Company’s

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books and records



Employee dividend Correspondence with employees regarding dividend

Correspondence with ATO regarding SGC proof of debt

Calculating dividend rate

Preparing dividend file

Advertising dividend notice

Preparing distribution

Receipting and adjudicating proofs of debt

Other employee issues Other employee related matters

Trade On

57.4 hours $15,536

(excl GST)

Trade-on management Liaising with suppliers

Liaising with management and staff

Attendance on site if necessary


Processing receipts and payments Entering receipts and payments into

accounting system

Dividend

133 hours $40,348

(excl GST)

Processing proofs of debt Preparation of correspondence to potential creditors inviting lodgement of proofs of debt

Receipt of proofs of debt

Maintain and adjudication of proof of debt register

Request further information from claimants regarding proofs of debt

Preparation of correspondence to claimant advising outcome of adjudication

Dividend procedures Preparation of correspondence to creditors advising of intention to declare dividend

Advertisement of intention to declare dividend

Obtain clearance from ATO to allow distribution of Company’s assets

Preparation of dividend calculations

Preparation of correspondence to creditors announcing declaration of dividend

Advertise announcement of dividend

Preparation of dividend file

Preparation of payment vouchers to pay dividend

Preparation of correspondence to creditors enclosing payment of dividend

Administration

81.7 hours $19,600

(excl GST)



First month, then six monthly administration review

Filing of documents

File reviews

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Updating checklists

Insurance Reviewing insurance policies

Correspondence with insurance broker regarding ongoing insurance requirements





Correspondence with bank regarding specific transfers

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 5011 and 524,


ATO and other statutory reporting Preparing Business Activity Statements

Completing PAYG Payment Summaries

Finalisation Notifying ATO of finalisation

Cancelling ABN / GST / PAYG registration

Completing checklists

Finalising WIP

Books and records / storage Dealing with records in storage

Sending job files to storage

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Resolution 3


(ex

GST)



Martin Jones Partner 595 42.7

25,398

22.2

13,207

12.4 7,365

2.1

1,270

-

-

-

-

6.0

3,556

-

-

Wayne Rushton Director 495 133.9

66,302 69.9

34,608

39.0 19,308

2.9

1,457

5.9

2,914

-

-

16.2

8,015

-

-

Dawn Murchison Senior Analyst 295 308.4

90,968 106.7

31,480

81.0 23,882

29.4

8,684

14.7

4,342

-

-

56.7

16,717 19.9 5,862

Shaun Foley Accountant 225 400.4

90,081 99.3

22,355

95.7 21,527

58.9

13,247

36.8

8,279

-

-

51.5

11,591 58.1 13,082

Jacqui Titlestad Senior Secretary 180 12.5

2,252 -

-

6.3 1,126

-

-

-

-

-

-

2.6

469 3.6 657

Total (excluding GST) 897.9

275,000 298.2

101,650

234.3 73,207

93.4

24,658

57.4

15,536

-

-

133.0

40,348 81.7 19,600

GST

27,501

10,165 7,321

2,466

1,554

-

-

4,035 1,960

Total (including GST) 302,501 111,815

80,528

27,124

17,090

- 44,383 21,560

Average Hourly Rate 306 341 312

264 271 303 240

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Resolution 4

Company: Noble Mineral Resources Limited (Administrators Appointed) Administration Type: Creditors Voluntary Liquidation Practitioners: Martin Jones, Darren Weaver and Ben Johnson of Ferrier Hodgson Period: Commencement of Liquidation to the completion of Liquidation


Assets

65.8 hours $24,506

(excl GST)

Sale of investment Work associated with the liquidation of the Ghanaian entities

Plant and equipment Execute asset realisation strategy

Liaising with independent advisers


Creditors

420.5 hours $131,389

(excl GST)




Correspondence with committee of inspection members

Creditor reports Preparing general reports and updates to creditors



Meeting of creditors Preparation meeting notices, proxies and advertisements

Forward notice of meeting to all known creditors / stakeholders

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting.

Preparation and lodgement minutes of meetings with ASIC

Respond to stakeholder queries and questions immediately following meeting

Employee enquiries




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Fair Entitlements Guarantee (“FEG”)

Correspondence with Department of Education, Employment & Workplace Relations (“DEEWR”)

Preparing notification spreadsheet

Preparing FEG quotations

Preparing FEG distributions

Employees

118 hours $31,314

(excl GST)

Calculation of entitlements Calculating employee entitlements




Employee dividend Correspondence with employees regarding dividend

Correspondence with ATO regarding SGC proof of debt

Calculating dividend rate

Preparing dividend file

Advertising dividend notice

Preparing distribution

Receipting and adjudicating proofs of debt

Trade On

70.9 hours $19,410

(excl GST)

Trade-on management Liaising with suppliers and closing accounts

Closing out any remaining purchase orders

Processing receipts and payments Entering receipts and payments into accounting system

Investigation

277.9 hours $78,319

(excl GST)

Conducting investigation Collection of Company books and records

Detailed review of Company’s books and records and key events

Conducting and summarising statutory searches

Review and preparation of Company nature and history.

Preparation of comparative financial statements

Preparation of deficiency statement

Review of specific transactions and liaising with directors regarding certain transactions

Liaising with directors regarding certain transactions


Examinations Preparing brief to solicitor

Liaising with solicitor(s) regarding examinations

Attendance at examination

Reviewing examination transcripts

Liaising with solicitor(s) regarding outcome of

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examinations and further actions available

Litigation / recoveries Internal meetings to discuss status of litigation

Preparing brief to solicitors

Liaising with solicitors regarding recovery actions

Attending to negotiations

Attending to settlement matters

ASIC reporting Preparing statutory investigation reports, including section 533 Report

Preparing affidavits seeking non-lodgement assistance

Liaising with ASIC

Dividend

163.7 hours $49,799

(excl GST)

Processing proofs of debt Preparation of correspondence to potential creditors inviting lodgement of proofs of debt

Receipt and adjudication of proofs of debt

Maintain proof of debt register

Request further information from claimants regarding proofs of debt

Preparation of correspondence to claimant advising outcome of adjudication

Dividend procedures Preparation of correspondence to creditors advising of intention to declare dividend

Advertisement of intention to declare dividend

Obtain clearance from ATO to allow distribution of Company’s assets

Preparation of dividend calculations

Preparation of correspondence to creditors announcing declaration of dividend

Advertise announcement of dividend

Preparation of dividend file

Preparation of payment vouchers to pay dividend

Preparation of correspondence to creditors enclosing payment of dividend



First month, then six monthly administration review

Filing of documents

File reviews

Updating checklists

Administration

384.7 hours $115,265

(excl GST)

Insurance Identification of potential issues requiring attention of insurance specialists

Correspondence with insurance broker regarding initial and ongoing insurance requirements

Reviewing insurance policies

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Correspondence with bank regarding specific transfers

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524, 911, etc


ATO and other statutory reporting Notification of appointment

Preparing Business Activity Statements

Completing group certificates

Finalisation Notifying ATO of finalisation

Cancelling ABN / GST / PAYG registration

Completing checklists

Finalising WIP

Planning / review Discussions regarding status / strategy of

administration

Books and records / storage Dealing with records in storage

Sending job files to storage

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Resolution 4


(ex

GST)



Martin Jones Partner 595 72.3

43,021

5.8

3,442

26.0

15,488

2.9

1,721

-

-

12.3

7,314

7.2

4,302

18.1

10,755

Wayne Rushton Director 495 199.1

98,541

21.9

10,840

67.7

33,504

4.0

1,971

8.0

3,942

27.9

13,796

19.9

9,854

49.8

24,635

Dawn Murchison Senior Analyst 295 468.6

138,229

23.4

6,911

135.9

40,086

37.5

11,058

18.7

5,529

56.2

16,587

70.3

20,734 126.5

37,322

Shaun Foley Accountant 225 736.2

165,645

14.7

3,313

176.7

39,755

73.6

16,565

44.2

9,939

176.7

39,755

66.3

14,908 184.1

41,411

Jacqui Titlestad Senior Secretary 180 25.4

4,564

-

-

14.2

2,556

-

-

-

-

4.8

867

- - 6.3

1,141

Total (excluding GST) 1,501.5

450,000

65.8

24,506

420.5

131,389

118.0

31,314

70.9

19,410

277.9

78,319

163.7

49,799 384.7 115,265

GST 45,000 2,451

13,189

3,131

1,941

7,832 4,980 11,526

Total (including GST) 495,000 26,956 144,527

34,446

21,350

86,151 54,778 126,791

Average Hourly Rate 300 372 312

265 274 282 304 300

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Part 5: Statement of Remuneration Claim

Resolutions to be put to creditors at the meeting convened for 26 November 2013

At the meeting of creditors convened for 26 November 2013 creditors will be asked to consider the following resolutions:

Resolution 1:

"That the remuneration of the Administrators, as set out in the Remuneration Request Approval Report dated 15 November 2013, for the period from 12 September 2013 to 31 October 2013 be fixed in the amount of $285,666, plus any applicable GST, and may be paid." Please note that further approval of the Administrators’ remuneration for this period will not be sought in the future. Resolution 2:

"That the remuneration of the Administrators, as set out in the Remuneration Request Approval Report dated 15 November 2013, for the period from 1 November 2013 to 26 November 2013 be fixed at the Ferrier Hodgson scale of rates up to a maximum amount of $200,000, plus any applicable GST, but subject to upward revision by resolution of creditors, and that the Administrators be authorised to make periodic payments on account of such accruing remuneration as incurred." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Administrators remuneration will be sought in the future.

Where DOCA is accepted:

Resolution 3:

"That the remuneration of the Deed Administrators, as set out in the Remuneration Request Approval Report dated 15 November 2013, for the period from execution of the Deed of Company Arrangement to completion of the DOCA be fixed at the Ferrier Hodgson scale of rates up to a maximum amount of $275,000, plus any applicable GST, but subject to upward revision by resolution of creditors, or the Committee of Inspection should one be appointed, and that the Administrators be authorised to make periodic payments on account of such accruing remuneration as incurred."

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Where Liquidators are appointed: Resolution 4:

"That the remuneration of the Liquidators, as set out in the Remuneration Request Approval Report dated 15 November 2013, for the period from commencement of the Liquidation to completion of the Liquidation be fixed at the Ferrier Hodgson scale of rates up to a maximum amount of $450,000 plus any applicable GST, but subject to upward revision by resolution of creditors, or the Committee of Inspection should one be appointed, and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidators’ remuneration will be sought in the future.

Remuneration approved and drawn to date

Creditors have not previously approved any remuneration of the Administrators.

Part 6: Remuneration Recoverable from External Sources

The Administrators’ have not received, and are not entitled to receive, any funding from external sources in respect of their remuneration.

Part 7: Disbursements

Disbursements are divided into three types: A, B1, B2.

A Disbursements are all externally provided professional services. These are recovered at cost. An example of an “A” disbursement is legal fees.

B1 Disbursements are externally provided non-professional costs such as travel, accommodation and search fees. “B1” disbursements are recovered at cost.

B2 Disbursements are internally provided non-professional costs such as photocopying, printing and postage. “B2” disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The relevant rates are set out below.

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Disbursement Type Charges (excluding GST)

Advertising At cost

Couriers At cost

Mileage Reimbursement $0.67 per kilometre

Photocopying (colour) $0.50 per page

Photocopying (mono) $0.20 per page

Photocopying (outsourced) At cost

Printing (colour) $0.50 per page

Printing (mono) $0.20 per page

Printing (outsourced) At cost

Postage At cost

Searches At cost

Stationery At cost

Storage and Storage Transit At cost

Telephone Calls At cost

We have undertaken a proper assessment of disbursements claimed for the Company, in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper.

Disbursements incurred by the Administrators for the period 12 September 2013 to 31 October 2013 in the amount of $25,589.61 (exclusive of GST) are detailed below:

Disbursement Type Charges (excluding GST)

ASIC Fees (GST Free) 37.00

Courier 79.37

Travel & Accommodation 20,998.80

Miscellaneous Travel Costs (GST Free) 1,874.50

Miscellaneous Travel Costs 377.27

Taxi Fares (GST Free) 39.50

Taxi Fares 359.14

Photocopy Charges 2.20

Postage Charges 117.30

Printing 1,194.90

Stationery 9.45

Telephone Calls 500.18

Total 25,589.61

Disbursements incurred to date are shown in the summary of receipts and payments. Creditor approval for the payment of disbursements is not required. However, the Administrators’ must account to creditors. Creditors have the right to question the incurring of disbursements and can challenge disbursements in court.

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Part 8: Report on Progress of the Administration

The Remuneration Request Approval Report must be read in conjunction with the report to creditors dated 15 November 2013 which outlines the progress of the administration.

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Part 9: Summary of Receipts and Payments

The Receipts and Payments for the period 12 September 2013 to 14 November 2013 is summarised as follows:

Australian Dollars $'000 Receipts

Interest Received 38

Pre-Appointment BAS refund 45

Pre-Appointment Cash at Bank 9,275

Total Receipts 9,359

Payments

Bank Fees 1

General Travel Costs 8

Consulting Fees 77

Employee Expenses 1

IT Expenses 7

Legal Fees 123

Payroll Costs 180

Payroll Tax 9

Professional Fees & Disbursements regarding SoA 115

Rent 51

Superannuation 34

Utilities 1

Total Payments 608

Closing Australian Cash Balance 8,751

US Dollars $'000

Receipts

Pre-Appointment Cash at Bank 1,897

Recovery of Pre-Appointment Debtors re Asset Sales 203

Total Receipts 2,100

Payments

Employee Expenses 4

Legal 96

Money Advanced to Ghana to Preserve Assets 1,795

Total Payments 1,895

Closing US Cash Balance 205

Closing UD Cash Balance Converted to AUD 222

Total Closing Cash balance 8,972 For

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Part 10: Queries

If you require further information in respect of the above, or have other queries, please contact Shaun Foley of this office on (08) 9214 1444

Part 11: Information Sheet

The partners of Ferrier Hodgson are, generally, members of the Insolvency Practitioners Association of Australia (“IPA”). Ferrier Hodgson follows the IPA Code of Professional Practice. A copy of the Code of Professional Practice may be found on the IPA website at www.ipaa.com.au. An information sheet concerning approval of remuneration in external administrations can also be obtained from the IPA website (http://www.ipaa.com.au/insolvency-you/insolvency-explained/insolvency-fact-sheets). Dated: 15 November 2013 Martin Jones Joint and Several Administrator Noble Mineral Resources Limited

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http://www.ipaa.com.au/

http://www.ipaa.com.au/insolvency-you/insolvency-explained/insolvency-fact-sheets

http://www.ipaa.com.au/insolvency-you/insolvency-explained/insolvency-fact-sheets


ANNEXURE 3 IPA - Creditor Information Sheet Offences, Recoverable Transactions and Insolvent Trading

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Insolvency Practitioners Association of Australia ABN 28 002 472 362 33 Erskine Street, GPO Box 3921, Sydney NSW 2001 P+61 2 9290 5700 F +61 2 9290 2820 www.ipaa.com.au

Creditor Information Sheet

Offences, Recoverable transactions and Insolvent Trading

Offences A summary of offences that may be identified by the administrator:

180 Failure by officer to exercise a reasonable degree of care and diligence in the exercise of his powers and the discharge of his duties.

181 Failure to act in good faith.

182 Making improper use of position as an officer or employee, to gain, directly or indirectly, an advantage.

183 Making improper use of information acquired by virtue of his position.

184 Reckless or intentional dishonesty in failing to exercise duties in good faith for proper purpose. Use of position or information dishonestly to gain advantage or cause detriment.

206A Contravening an order against taking part in management of a corporation.

206A, B Taking part in management of corporation while being an insolvent under an administration.

206A, B Acting as a director or promoter or taking part in the management of a company within five years after conviction or imprisonment for various offences.

209(3) Dishonest failure to observe requirements on making loans to directors or related companies.

254T Paying dividends except out of profits.

286 Failure to keep proper accounting records.

312 Obstruction of auditor.

314-7 Failure to comply with requirements for financial statement preparation.

437C Performing or exercising a function or power as officer while a company is under administration.

437D(5) Unauthorised dealing with company's property during administration.

438B(4) Failure by directors to assist administrator, deliver records and provide information.

438C(5) Failure to deliver up books and records to administrator.

590 Failure to disclose property, concealed or removed property, concealed a debt due to the company, altered books of the company, fraudulently obtained credit on behalf of the company, material omission from Report as to Affairs or false representation to creditors.

Voidable Transactions

Preferences

A preference is a transaction such as a payment between the company and one or more of its creditors, in which the creditor receiving the payment is preferred over the general body of creditors. The relevant time period is six months before the commencement of the liquidation. The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction.

Where a creditor receives a preferred payment, the payment is voidable as against a liquidator and is liable to be paid back to the liquidator subject to the creditor being able to successfully maintain any of the defences available to the creditor under either the Corporations Act. Uncommercial Transaction

An uncommercial transaction is one that it may be expected that a reasonable person in the company's circumstances would not have entered into having regard to: • the benefit or detriment to the company; • the respective benefits to other parties; and, • any other relevant matter.

To be voidable, an uncommercial transaction must have occurred during the two years before the liquidation. However, if a related entity is a party to the transaction, the time period is four years and if the intention of the transaction is to defeat creditors, the time period is ten years.

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Insolvency Practitioners Association of Australia Creditor Information Sheet s439A report (2) Page 2

The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction. Unfair Loan

A loan is unfair if and only if the interest was extortionate when the loan was made or has since become extortionate. There is no time limit on unfair loans – they only have to have been entered into any time on or before the day when the winding up began. Arrangements to avoid employee entitlements

If an employee suffers loss because a person (including a director) enters into an arrangement or transaction to avoid the payment of employee entitlements, the liquidator or the employee may seek to recover compensation from that person. It will only be necessary to satisfy the court that there was a breach on the balance of probabilities. There is no time limit on when the transaction occurred. Unreasonable payments to directors

Liquidators have the power to reclaim "unreasonable payments" made to directors by companies prior to liquidation. The provision relates to transactions made to, on behalf of, or for the benefit of, a director or close associate of a director. To fall within the scope of the section, the transaction must have been unreasonable, and have been entered into during the 4 years leading up to a company's liquidation, regardless of its solvency at the time the transaction occurred. Voidable charges

Certain charges are voidable by a liquidator: • Floating charge created with six months of the liquidation unless it secures a subsequent advance; • Unregistered charges; and • Charges in favour of related parties who attempt to enforce the charge within 6 months of its creation. Insolvent Trading

In the following circumstances, directors may be personally liable for insolvent trading by the company: • a person is a director at the time a company incurs a debt; • the company is insolvent at the time of incurring the debt or becomes insolvent because of incurring the

debt; • at the time the debt was incurred, there were reasonable grounds to suspect that the company was

insolvent; • the director was aware such grounds for suspicion existed; and • a reasonable person in a like position would have been so aware.

The law provides that the liquidator, and in certain circumstances the creditor who suffered the loss, may recover from the director, an amount equal to the loss or damage suffered. Similar provisions exist to pursue holding companies for debts incurred by their subsidiaries.

A defence is available under the law where the director can establish: • there were reasonable grounds to expect that the company was solvent and they actually did so

expect; • they did not take part in management for illness or some other good reason; or, • they took all reasonable steps to prevent the company incurring the debt.

The proceeds of any recovery for insolvent trading by a liquidator are available for distribution to the unsecured creditors before the secured creditors. Important note: This information sheet contains a summary of basic information on the topic. It is not a substitute for legal advice. Some provisions of the law referred to may have important exceptions or qualifications. This document may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances.

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appointed) 18 november 2013 - asx · 11/18/2013 · suite 3c, south shore centre 85 south perth...

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