antipaminerals

Directors

Mr Stephen PowerExecutive Chairman

Mr Roger Mason Managing Director

Mr Mark RoddaNon-Executive Director

Mr Peter Buck Non-Executive Director

Mr Gary Johnson Non-Executive Director

Company Secretary

Mr Alex Neuling

Registered and Principal Office

Level 144 Ord StreetWest Perth WA 6051Tel: +61 8 9481 1103Fax: +61 8 9481 0117

Share Registry

Computershare Investor Services Pty LtdLevel 545 St Georges TerracePerth WA 6000Tel: 1300 557 010Fax: +61 8 9323 2033

Website

www.antipaminerals.com.au

ASX codes

AZY and AZYO

Solicitors

MiddletonsLevel 32St Martins Tower44 St Georges TerracePerth WA 6000

Auditors

BDO Audit (WA) Pty Ltd38 Station StreetSubiaco WA 6000

CORPORATE DIRECTORY

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CONTENTS

Corporate Directory

Company Overview 2

Chairman’s Address 3

Operations Review Citadel Project 4

Operations Review North Telfer Project 11

Corporate Governance Statement 15

Financial Report 19

Additional Information

Regulatory Disclosures

Competent Persons StatementThe information in this document that relates to Exploration Results is based on information compiled by Mr Roger Mason who is a full-time employee of the Company and is a member of the Australasian Institute of Mining and Metallurgy. Roger Mason has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Roger Mason consents to the inclusion in the document of the matters based on his information in the form and context in which it appears.

Forward-Looking StatementsThis document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Antipa Mineral Ltd’s planned exploration program and other statements that are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions are forward-looking statements. Although Antipa Minerals Ltd believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.

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Company Overview

Antipa Minerals Ltd (Antipa or Company) is an Australian public company incorporated in 2010 with the objective of identifying under-explored mineral projects in mineral provinces which have the potential to host world class mineral deposits, thereby offering high leverage exploration and production potential.

Following a successful IPO, Antipa was admitted to the official list of the Australian Securities Exchange (ASX) ASX on 19 April 2011 and its securities commenced trading on 20 April 2011.

The Company, through its wholly owned subsidiary Antipa Resources Pty Ltd (Antipa Resources), owns a package of prospective tenements covering 1,714 km2 in the Proterozoic Paterson Province of Western Australia (Citadel Project). The Citadel Project is located approximately 100 kilometres north of Newcrest’s Telfer gold mine and includes the drill defined high-grade gold-copper deposit known as the Magnum Deposit (Magnum).

The Company has applied for an additional 1,253km2 of exploration licences, known as the North Telfer Project, which extend its ground holding in the Paterson Province to within 20 kilometres of Telfer.

Highlights

• Completed an AUD$10 million IPO and was admitted to the official list of the ASX on 19 April 2011.

• Completed the acquisition of the Citadel Project, which includes the high-grade gold-copper Magnum Deposit.

• Applied for additional exploration licences adjoining the Citadel Project, now known as the North Telfer Project, and reached an agreement with Paladin Energy Ltd whereby it agreed to withdraw its existing exploration licence applications over the area to leave Antipa as the priority applicant for the ground.

• Undertook a comprehensive review of existing Citadel Project drillcore and exploration data, which confirms the potential for discovery of additional mineralisation at the Magnum Deposit due to prior drilling being sub-parallel to gold-copper bearing structures.

• Completed a helicopter-borne VTEM electromagnetic geophysical survey at the Citadel Project.

• Commenced a drilling campaign at the Citadel Project with a focus on the Magnum Deposit, which is scheduled to be completed in November 2011.

• Commenced a LANDTEM™ ground electromagnetic survery over the 2.2 kilometre long Magnum geochemical anomaly.

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Chairman’s Address

Dear Shareholder

I am pleased to present this year’s Annual Report, the first since the Company’s listing on the ASX in April of this year. In this report you will find an outline of the activities of the Company this year which have focused on achieving the objectives which were identified in our prospectus earlier this year.

Although still early days, the Company’s exploration programme at Citadel and, especially, the drilling and electromagnetic work at the Magnum Deposit, has produced encouraging results which confirm the opportunity initially recognised by the Company when it agreed to acquire the Citadel Project. In this respect, Roger Mason, Ian Gregory and their team should be congratulated for their hard work and technical excellence.

In addition, the Company has lodged priority exploration licence applications over the North Telfer Project area, made possible through an agreement entered into with Paladin Resources Ltd. The Company is particularly excited about the acquisition of this ground as it extends the footprint of the Company’s landholding to within 20 kilometres of the Telfer mine and includes numerous previously identified exploration targets. The Company will seek to progress the applications with a view to commencing exploration of the area in the 2012 calendar year. Antipa is currently the largest holder of granted tenements in the Paterson Province of Western Australia and the Telfer Project tenements will further enhance this position upon their grant.

The Company is also actively seeking to add to its asset base both within Australia and internationally. As with the Company’s previous acquisitions, we will concentrate on assets which have the potential to host world class deposits and which will provide maximum value to shareholders.

I would like to sincerely thank you for your support of the Company since listing and, with you, I look forward to the continuing success of the Company.

Yours Sincerely

Stephen PowerExecutive Chairman

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Operations ReviewCitadel Project

Overview of Citadel Project

In April 2011, Antipa acquired the Citadel Project from Centaurus Metals Ltd (Centaurus).

The Citadel Project is located in northwest Western Australia approximately 400 kilometres east of Port Headland and 1,300 kilometres north northeast of Perth. The Project is located within the Proterozoic Paterson Province and consists of four exploration licenses covering an area of approximately 1,714 km2 of highly prospective but grossly underexplored stratigraphy (refer to Figure 1 below). The high-grade gold-copper Magnum Deposit is located within the Citadel Project and is a testimony to the Project’s significant potential.

The Proterozoic Paterson Province of Western Australia hosts a number of world-class gold, copper, uranium and tungsten deposits. Situated within 150 kilometres of the Citadel Project are the following:

• NewcrestMiningLtd’sTelferGold-Coppermine,currentlyAustralia’sthirdlargestgoldproducerbehindtheKalgoorlieSuperPitandtheBoddingtonGoldMine.

• AdityaBirlaMineralsLtd’sNiftyCoppermine.NewcrestMiningLtd’sO’Callaghansdeposit,oneoftheworld’slargestTungstendeposits.

• CamecoCorporation-MitsubishiCorporation’sKintyredeposit,oneoftheworld’slargestundevelopeduraniumdeposits.

Figure 1: Location of Citadel Project

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Operations ReviewCitadel Project (continued)

Citadel is interpreted to host equivalent proterozoic geological formations to that which hosts the Telfer gold-copper and Nifty copper deposits to the south. Regionally, past exploration has interpreted geological structures considered to be essential ingredients of the genetic models for the Telfer, Nifty and O’Callaghans deposits.

A systematic exploration framework has been partially established by past owners of the Citadel Project. Some 60 regional geophysical and geochemical targets have been delineated, with many remaining untested. This provides numerous drilling opportunities and offers significant potential for discovering additional mineralisation.

Magnum Deposit – A Significant Opportunity

The Magnum Deposit is a 2.2 kilometre long geochemical anomaly which contains high-grade primary gold-copper mineralisation.Previous exploration in the Citadel Project area has been undertaken by BHP (1991-1996), Croesus-Gindalbie (1997-2002), Teck Cominco (2002-2003), NGM Resources (2004-2005) and Glengarry Resources/Centaurus Metals Limited (2006-2010). The Croesus-Gindalbie Joint Venture identified significant gold - copper mineralisation at Magnum after following up results of BHP’s regional exploration. Selected significant historical drillhole intersections at Magnum include:

Drillholes AKD05 was drilled inclined at 60o to azimuth 230o; drillholes AKD06 and 9 were drilled inclined at 60o to azimuth 270o.

However, the Magnum Deposit has previously been evaluated by limited wide space drilling, which, the Company

believes, did not adequately resolve the architecture and potential of the Magnum Deposit and lead to problems with the historical interpretation of the deposit which included:

• Theinterpretationofjusttwosteepeastdippinglodestructures.

• Disregardofthefrequentoccurrenceofmoderatetosteepwestdippinglodessub-paralleltodrilling.

• Inlargepart,failuretotakeaccountofintrusivecontactandbeddingparallelzonesofbrecciationandassociatedmineralisation.

• Noinvestigationofthepotentialfor‘shallow’oxidemineralisationattheunconformity.

Drillhole Final Depth (m) Northing Easting From (m) To (m) Interval (m) Au inter- Cu (%) WO3 (%)Number section (g/t)

AKD05 415 7701040 416394 264 293 29 1.45 1.62

incl. 279 287 8 3.46 4.33

and 280 281 1 10.7 6.48

and 284 285 1 1.7 14.3

327 330 3 8.67 1.88

Incl. 329 330 1 23.1 0.18

AKD06 550 7701003 416590 231 235 4 8.61 0.14

Incl. 231 234 3 11.2 0.16

and 232 233 1 19.7 0.07

261 265 4 11.3 0.25

Inc. 262 265 3 14.4 0.27

329 333 4 1.15 0.19 0.59

AKD09 633.3 7701100 416631 464 479 15 14.1 0.22

Incl. 464 472 8 21.5 0.23

and 466 467 1 44.7 0.18

and 471 472 1 45.5 0.32

0.19

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Operations ReviewCitadel project (continued)

• Failuretofollow-upmineralisationlocated600metrestothenorthoftheMagnumdepositidentifiedinbothaircoredrillingand(isolated)diamonddrillholeAKD017.

• Failuretofollow-upsignificantgoldandcopperanomalismfromaircoredrillinglocated500metrestothesouthoftheMagnumdeposit.

• ThelackofanadequateexplanationofthesubstantialEManomalyatMagnum.

• Thefailuretoidentifypreferredhostsub-unitswithinthehostgabbro.

The Company’s interpretation of prior drilling at Magnum and, therefore, its assessment of the potential of the Magnum Deposit, is that, as shown in Figure 2:

• Thepriordrillingwassub-paralleltosignificantmoderatetosteepwestdippingmineralisedlodeswhichcross-cuttheshalloweastdippingrockunitsatahighangle.Thatis,asignificantcomponentoffurtherdrillingshouldhaveaneasterlydrilldirection(i.e.090⁰drillholeazimuth)whichwouldbereasonablyexpectedtointersectadditionalzonesofgold-coppermineralisation.

• Thereisevidenceofcontactandbeddingparallelzonesofbrecciagold-coppermineralisationinboththegabbroandinparticularwithinthefootwallmeta-sediments.ThelatterareinterpretedtobequartzsandstonesoftheMaluFormation,sub-unitsofwhich(theTelferMember)hosttheTelfergoldcopperdeposit.

Figure 2: Antipa’s interpretation of historic Magnum drilling

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Operations ReviewCitadel project (continued)

Accordingly, in order to properly assess the potential of the Magnum Deposit the Company proposes to concentrate on the following exploration model for the balance of this calendar year and into 2012:• Test extensional Magnum positions along strike to both the south and north by: • Investigating the shallow north plunging envelope of mineralisation (up plunge to the south and down plunge to the north).

• Follow-up of additional mineralisation identified in the isolated diamond drillhole AKD017 located 600 metres to the north of Magnum. • Test for ‘shallow’, potentially open pitable mineralisation, at the unconformity (70 to 80 metres below the surface) including possible oxide mineralisation.

• Testexistingoff-holedownhole-electromagnetic(DHEM)anomalies.

• FurtherevaluatethesubstantialMagnumEManomalyboththroughfurtherstateoftheartgroundelectromagneticLANDTEMandDHEMsurveysandalsothroughdrilling.

• Takestepstoidentifythepreferredhostsub-unitswithintheMagnumgabbro.

Citadel Project 2011 Exploration Programme

Drillcore and Exploration Data Review

Since listing on the ASX, the Company continued its review and interpretation of the historical exploration data acquired from Centaurus relating to the Citadel Project. This included the examination of some 3,000 metres of drillcore and associated databases hosting drillhole logging, orientation and downhole geophysical data, in conjunction with aircore geochemical data and surface geophysical data (i.e. Electromagnetics and Induced Polarisation). The review has involved several specialist exploration industry consultants.

The detailed review has confirmed that a major component of the high-grade gold-copper mineralisation at the Magnum Deposit dips sub-parallel to all but one of the Magnum drillholes. The findings of this detailed review in the Company’s view, confirm the potential for discovery of further mineralised structures within the existing Magnum Deposit. The review also resulted in an increased priority being given to a number of regional exploration targets.

Completion of Airborne VTEM Survey

Geotech Airborne Pty Ltd completed a helicopter-borne VTEM electromagnetic geophysical Survey during early June 2011 covering approximately 423 km2 or 25% of the Citadel Project. Key outcomes of the VTEM Survey include:

• Identificationofa1.8kilometrelonglate-timeelectromagneticconductivityanomalyatthehigh-gradegold-copperMagnumDeposit.Thisanomalyis1.3kilometreslongerthantheextentofhistoricdrillingandpointstoadditionaldiscoverypotentialatMagnum.

• TheCompany’sindependentgeophysicalconsultantshaveidentified34VTEMgreenfieldsdrilltargetsincluding11highprioritytargets.

• Thenumberonehighprioritytargetidentified,“Corker”,isalate-timeVTEManomalylocatedjust4kilometrestothenorthofMagnum.

The Company believes that the VTEM results are especially encouraging given that the original discovery of Magnum was based, in part, on the results of a previous electromagnetic survey conducted on the Citadel Project which provides material ‘proof of concept’ for the use of the technology in this area.

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Operations ReviewCitadel Project (Continued)

Ground Geophysical Programme

As part of the exploration of the Magnum Deposit a range of ground geophysical activities will be utilised including:

• Agroundelectromagnetic(EM)surveyusingstateoftheartLANDTEM™technologywhichcommencedinSeptember2011withtheaimofinvestigatingthepotentialforsemi-massivetomassivesulphideshootswithinandsubstantiallybeyondthelimitsofexistinghistoricdiamonddrilling.

• Downholeelectromagnetics(DHTEM)tobecarriedoutonall2011drillholesandselectedhistoricdrillholeswherere-entrypermits.

Drilling Campaign

The Citadel Project’s drilling programme began in August 2011 with the commencement of drilling at the Magnum Deposit. In addition to drilling at Magnum, the 2011 Citadel Project drilling programme will test a number of high-priority regional targets. Up to two diamond drilling rigs and one reverse-circulation (RC) drill rig will be utilised to drill between 12,000 and 15,000 metres of diamond (including pre-collars) and RC. The drilling campaign is expected to continue until November 2011.

The Magnum drilling target areas comprise three zones, namely:

• The‘CentralZone’TargetArea–hoststheexisting500strikemetreMagnumhigh-gradeprimarygold-copperdiscovery.TheMagnummineralisationremainsopenupanddownplungeandnodrillholesexistforatleast500metrestothenorthandsouthoftheinitial500strikemetrediscoveryarea.

• The‘SouthernStrikeExtensions’TargetArea–representsapproximately700strikemetrestothesouthofthe‘CentralZone’whichhasthepotentialtohosttheshallowerup-plungeportionoftheinitialMagnumdiscoveryincludingthepotentialforoxidemineralisation.

• The‘NorthernStrikeExtensions’TargetArea–representsapproximately+600strikemetrestothenorthofthe‘CentralZone’whichhasthepotentialtohostadditionalmineralisedshoots,includingoxide,withintheMagnumDeposit.

Diamond drilling commenced on priority traverses across the ‘Central Zone’ target area. The ‘Central Zone’ is the focus of broad delineation drilling with the objective of delivering Magnum’s maiden Mineral Resource.

The RC drilling will complete several pre-collars (for priority diamond drillholes) in the ‘Central Zone’ target area before moving to the ‘Southern Strike Extensions’ target area to test for shallower gold-copper mineralisation up plunge of the existing mineralisation. RC drill testing for additional mineralised shoots within the Magnum ‘Northern Strike Extensions’ target area is also a priority, particularly around existing gold-copper intersections (e.g. 1.18 g/t Au and 0.44% Cu from isolated diamond drillhole AKD017) located 600 metres to the north of the ‘Central Zone’. The Magnum drilling target areas and 2011 drilling campaign is summarised by Figures 3 and 4 below.

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Figure 3: Magnum Deposit – Geology Plan Showing 2011 Drilling Target Areas

Figure 3 Notes:

• Drillholeintersections“Aueq”isGoldequivalentvalue=Au(g/t)+%Cux(91.66/49.36)

• BasedonUS$1,535.20perouncegoldandUS$4.16perlbcopper(30/05/2011commodityprices)

• Gradeshavenotbeenadjustedforthemetallurgicalorrefiningrecoveriesofgoldandcopper

• Thediagramisofanexplorationnatureonly;intendedforsummarisinggradesanddepictingtrends

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Operations ReviewNorth Telfer Project

Regional Exploration Programme

Exploration for the 2011 field season involves both regional and prospect scale exploration activities.

Regional scale exploration activities include the heliborne VTEM survey, which covered 25% of the Citadel Project (Figure 5), interpretation of the regional geology and targeting for gold ± copper, base metals including copper, and tungsten mineralisation (Figure 6). The VTEM survey was flown in June and the Company’s independent geophysical consultants have identified 34 VTEM greenfields drill targets including 11 high priority targets. The number one high priority target identified, “Corker”, is a late-time VTEM anomaly located just 4 kilometres to the north of Magnum (Figures 7 and 8).

Prospect scale exploration activities include analysis of existing geophysical and geochemical data, completion of ground (LANDTEM™) and DHEM electromagnetic surveys and diamond plus RC drilling of several priority targets in addition to Magnum. Current high priority targets are Corker (late-time VTEM™ and structural anomaly), Magnum West (geochemical, magnetic, structural and VTEM anomaly), T4 (magnetic, geochemical and structural anomaly) and ANK-E (geochemical, structural and VTEM anomaly), all located within 6 kilometers of the Magnum deposit, and Rimfire which is a VTEM, magnetic and structural anomaly located 21 kilometres to the west of Magnum (Figure 6).

Figure 5: Aerial Extent of VTEM Survey over Aeromagnetic Image

Figure 5 Notes:• Black polygons outline 423 km2 VTEM Survey area• Including 1,120 line kilometres at flight line spacings of between 200 to 800 metres• Aeromagnetics is Pseudo-colour 1st Vertical Derivative Reduced to Pole• Black dots are existing drillholes (mainly aircore

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Operations ReviewNorth Telfer Project (Continued)

Figure 7: VTEM image showing the response of the Magnum Deposit a the new Corker target 4 kilometres to the northeast

Figure 6: Citadel Project Aeromagnetics showing selected Regional Targets

Figure 7 Note: Channel 36 VTEM 1st Vertical Derivative Pseudo-colour image

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In May 2011 the Company, through its wholly owned subsidiary Antipa Resources, applied for additional exploration licences, now known as the North Telfer Project, covering some 1,253 km2 of land adjoining its current Citadel Project landholding and extending south to within 20 kilometres of Newcrest’s Telfer Gold and Copper Mine. The Company also entered into an agreement with Paladin Energy Ltd (Paladin) whereby it has agreed to withdraw its existing exploration licence applications over the area to leave Antipa as the priority applicant for this ground.

The acquisition of the North Telfer Project consolidates the position of the Company as the largest landholder in the Paterson Province, one of Australia’s most underexplored yet highly prospective regions for world-class mineral discoveries.

Under the agreement with Paladin, the parties will enter into a split commodity agreement whereby Paladin will be granted rights to uranium over the area, while Antipa will have exploration and production rights to all other minerals including copper and gold. The agreement also provided for the issue of Antipa shares to a value of AUD$180,000 to Paladin and the grant of a 1% Net Smelter Return royalty from the sale of minerals produced from the acquired area other than uranium.

Antipa expects the grant of the North Telfer Project applications to be made in the normal course following negotiations with relevant stakeholders including native title parties. Until grant, no on-ground exploration activities will be carried out on the North Telfer Project.

Figure 8: Corker Prospect (VTEM) EM Profile of observed data (black lines) and modelled bedrock conductor response (red lines)

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Highlights of the North Telfer Project include:

• AbutsthesouthernboundaryoftheCitadelProject.

• Extendscontiguoustenementholdingfrom55to120kilometresnorthtosouthandtowithin25kilometresoftheworld-classTelfergold-copperandO’CallaghansTungsten-basemetaldeposits.

• Greaterthan95%oftheProjectareaisconcealedbeneathyoungercoverrocks(typically1to40metresdeep).

• SurroundsNewcrest’sMinyariHillsandWACAgolddeposits.

• EstablishesasouthernaccessroutetotheCitadelProject.

• Allthekeyelementsforhostinggiantgold,basemetalandtungstendepositsexistwithintheProject,including:

• Known gold and copper deposits (including Minyari Hills and WACA);• Similar stratigraphy to that which hosts both Telfer and O’Callaghans;• Multiple I-Type granites with magnetic alteration halos essential for the

development of vein style and skarn precious and base metal deposits;• Several major northwest trending faults, including the structure which controls the

location of the Minyari Hills, WACA, Black Hills, Black Hills South and Havieron gold ± copper deposits/prospects; and

• Geochemical, magnetic and structural targets to test.

• Historic exploration drilling and sampling considered to be largely ineffective; and• Under Application for 10 years (i.e. no recent exploration).

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Corporate Governance Statement

Introduction

The Company has adopted an extensive system of controls as the basis for administration of the Company’s corporate governance policies. Information relating to these policies and procedures is summarised below. The Board of the Company is committed to pursuing the genuine spirit of best practice corporate governance objectives in the manner most appropriate to the needs and circumstances of the Company.

The Board has adopted corporate governance policies and practices (Policies) consistent, where considered appropriate having regard to the Company’s current size and structure, with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (Recommendations). The following additional information about the Company’s corporate governance practices is set out on the Company’s website at www.antipaminerals.com.au.

Board & Committee Charters

1. Board Charter2. Audit Committee Charter3. Nomination Committee Charter4. Remuneration Committee Charter

Documentation of Policies & Procedures

5. Code of Conduct6. Policy and Procedure for Selection and Appointment of Directors7. Performance Evaluation Processes8. Director Independence Assessment9. Summary of Securities Trading Policy10. Diversity Policy11. Summary of Continuous Disclosure Policy12. Policy for Selection, Appointment & Rotation of External Auditors 13. Summary of Shareholder Communication Policy14. Summary of Risk Management Policy15. Summary of Whistleblower Policy

Explanations for departures from best practice recommendations

During the Reporting Period (since listing on ASX) the Company has complied with each of the Ten Essential Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the ASX Corporate Governance Council (ASX Principles and Recommendations), other than in relation to the matters specified in the table which follows.

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Principle Recommen-dation – ASX Guidelines

Recommen-dation Refer-ence – ASX Guidelines

Notification of Departure

Explanation for Departure from Recommendation

2. 2.1 and 2.2 A majority of the Board are not independent directors.The Chairperson is not an independent director.

The Board takes the view that all current Directors are not independent in terms of the ASX Corporate Governance Council’s discussion of independent status. Despite this, the Board believes that the Directors are able, and do make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent Non-Executive Directors. Directors having a conflict of Interest in relation to a particular Item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

2. 2.3 The roles of chair and chief executive officer should not be exercised by the same individual

The Chairperson, Mr Stephen Power assumed an executive position subsequent to the end of the financial period, but prior to the date of this report, as previously announced to the market. The Board considers that its current composition is appropriate given the current size and stage of development of the Company and allows for the best utilisation of the experience and expertise of its members. The Board has agreed, and the Company has set out a clear statement of division of responsibility between the roles of the Executive Chairman and the Managing Director.

4. 4.2 The Audit Committee does not consist of a majority of independent directors.

The Board takes the view that all current Directors are not independent in terms of the ASX Corporate Governance Council’s discussion of independent status. Despite this, the Board believes that the Directors are able, and do make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board. Messrs Rodda, Buck and Johnson are the current members of the Audit Committee. The Board believes that this is appropriate given the current size and stage of development of the Company and allows for the best utilisation of the experience and expertise of Board members.

Corporate Governance Statement (Continued)

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Skills, experience, expertise and term of office of each director

A profile of each director containing the applicable information is set out in the Directors’ Report.

Identification of independent directors

The Company has no independent directors.

Statement concerning availability of independent professional advice

If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a director then, provided the director first obtains approval for incurring such expense from the chairperson, the Company will pay the reasonable expenses associated with obtaining such advice.

Management of Material Risks and Assurances to the Board

The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Board has delegated to the Audit and Risk Committee responsibility for implementing the risk management system.

The Audit and Risk Committee will submit particular matters to the Board for its approval or review. Among other things it will:

16. Oversee the Company’s risk management systems, practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external requirements;17. Assist management to determine the key risks to the businesses and prioritise work to manage those risks; and 18. Review reports by management on the efficiency and effectiveness of risk management and associated internal compliance and control procedures.

The Company’s process of risk management and internal compliance and control includes:

19. Identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks.20. Formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls. 21. Monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

To this end, comprehensive practises are in place that are directed towards achieving the following objectives:

22. Compliance with applicable laws and regulations.23. Preparation of reliable published financial information.24. Implementation of risk transfer strategies where appropriate e.g. insurance.

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The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report back quarterly to the Audit and Risk Committee. The Board has received an assurance from management that the Company’s management of its material business risks is effective.

The Board will review assessments of the effectiveness of risk management and internal compliance and control on an annual basis. In addition, the Chief Executive Officer and Chief Financial Officer (or their equivalents) are required to provide the Board with a declaration pursuant to s295A of the Corporations Act. In so doing, they have also provided the Board with assurance that such declaration is founded on a sound system of risk management and internal control and that this system is operating effectively in all material respects relating to financial reporting risk.

Names of nomination committee members and their attendance at committee meetings

The Nomination Committee comprises Mr Peter Buck, Mr Mark Rodda and Mr Gary Johnson in accordance with the Nomination Committee Charter. Details of the meetings of the Board and committees are disclosed in the Directors’ Report

Names and qualifications of audit committee members

The names, relevant financial expertise and industry experience of each of the audit committee members is set out in the Directors’ Report.

Number of audit committee meetings and names of attendees

Details of the audit committee meetings held and attended are disclosed in the Directors Report.

Confirmation whether performance evaluation of the board and its members has taken place and how conducted

The Company aims to implement a policy of performing an evaluation of the Board and its members on an annual basis. The Company was first listed during April 2011 and as such no formal review has been performed during the year.

Company’s remuneration policies

Details of the Company’s remuneration policies are disclosed in the Remuneration Report within the Directors’ Report.

Names of remuneration committee members and their attendance at committee meetings.

Names, qualifications and experience of the Remuneration Committee, together with details of the meetings held and attended are disclosed in the Directors’ Report.

Existence and terms of any schemes for retirement benefits for non-executive directors

The Company does not have any terms or schemes relating to retirement benefits for non-executive directors.

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FINANCIAL REPORT CONTENTS

Directors’ Report 20

Remuneration Report 27

Auditor’s Independence Declaration 35

Independent Audit Report to Members 36

FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income 38

Consolidated Statement of Financial Position 39

Consolidated Statement of Cash Flows 40

Consolidated Statement of Changes in Equity 41

Notes to the Consolidated Financial Statements 42

Directors’ Declaration 65

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Directors’ Report30 June 2011

The directors of Antipa Minerals Limited (Directors) present their report on the Consolidated Entity consisting of Antipa Minerals Limited (the Company or Antipa) and the entities it controlled at the end of, or during, the period ended 30 June 2011 (Consolidated Entity or Group).

DIRECTORS

The following persons were directors of Antipa during the financial period or up to the date of this report:

Mr Stephen Power (appointed 1 November 2010)Mr Roger Mason (appointed 1 November 2010)Mr Mark Rodda (appointed 1 November 2010)Mr Peter Buck (appointed 1 November 2010)Mr Gary Johnson (appointed 23 November 2010)

CURRENT DIRECTORS

Mr Stephen Power – Executive ChairmanQualifications – LLB

Stephen Power is a commercial lawyer with approximately twenty five (25) years experience advising participants in the resources industry in Australia and overseas including England, Canada, Ghana, Tanzania, Brazil and Peru. Stephen currently manages Napier Legal, a boutique law firm that provides advice to corporate clients with a particular emphasis on the minerals and energy sector.

Stephen has acted on a number of complex transactions which have provided him with extensive experience and understanding of the commercial aspects of resource companies. These range from the negotiation of farmins and joint ventures in both the mineral and oil and gas sector, to advising on mergers and acquisitions, including the Australian advisor to LionOre Mining International Ltd (LionOre International) in relation to its US $6.4 billion takeover by MMC Norilsk Nickel (Norilsk Nickel) and the earlier $285 million takeover of MPI Mines Ltd by LionOre Australia Pty Ltd (LionOre Australia).

Special responsibilitiesChair of the Board

Other Current Directorships of listed public companiesMr Power is a non-executive director of Karoon Gas Australia Ltd

Former Directorships of listed public companies in the last 3 yearsNone

21


Mr Roger Mason – Managing directorQualifications – BSc (Hons), MAusIMM

Roger Mason is a geologist with twenty four (24) years resources industry experience involving exploration, project, mining and business development roles covering a range of commodities including nickel, base metals and gold to the level of executive management and company director. Roger graduated from the University of Tasmania in 1986 with an honors degree in science and has been a Member of the AusIMM since 1990.

Roger commenced his geology career with WMC Resources Ltd (WMC) in 1987 before joining Forrestania Gold NL (Forrestania Gold), which was subsequently acquired by LionOre International. In 2006 Roger achieved the role of General Manager Geology for LionOre Australia and then Norilsk Nickel Australia Pty Ltd (Norilsk Nickel Australia) following the takeover of LionOre International. During 2009 Roger consulted to Integra Mining Ltd on their recently banked Randalls Gold Project Feasibility Study and associated Mineral Resource development and new business opportunities.

Special responsibilitiesManaging Director

Other Current Directorships of listed public companiesNone


Mr Mark Rodda – Non-Executive DirectorQualifications – BA, LLB

Mark Rodda is a lawyer with private practice, in-house legal, company secretary and corporate consultancy experience. Mark currently manages Napier Capital, a business established in 2008 to provide clients with specialist corporate services and assistance with transactional or strategic projects. Mark is also a director of Napier Legal.

Prior to its 2007 takeover by Norilsk Nickel, Mark held the position of General Counsel and Corporate Secretary for LionOre International, a company with nickel and gold operations in Australia and Africa and listings on the Toronto Stock Exchange (TSX), London Stock Exchange and ASX.

Special responsibilitiesMember of the Audit CommitteeMember of the Remuneration Committee

Other Current Directorships of listed public companiesNone


22


Mr Peter Buck – Non-Executive DirectorQualifications – MSc, MAusIMM

Peter Buck is a geologist with thirty five (35) years of international exploration and production experience, principally in nickel, base metals and gold. During his career he has been associated with the discovery and development of a number of mineral deposits in Australia and Brazil.

Peter worked with WMC for twenty three (23) years in a variety of senior exploration and production roles both in Australia and Brazil before joining Forrestania Gold as Exploration Manager in 1994. Forrestania Gold was subsequently acquired by LionOre International with whom he was the Director of Exploration and Geology until mid-2006. Peter managed the highly successful exploration team that delineated the Maggie Hays nickel deposit and discovered the Emily Ann, Waterloo and Amorac nickel deposits and the two million ounce Thunderbox gold deposit in Western Australia. Peter played a key senior management role in progressing these deposits through feasibility studies to production. Peter also played key senior advisory roles in indigenous relations in Australia and in LionOre International’s African operations and new business development. During this period Peter was also a Non-Executive Director with Gallery Resources Limited and Breakaway Resources Limited (Breakaway).

In 2006, Peter played a key role in managing a divestment of a large portion of LionOre Australia’s nickel exploration portfolio into Breakaway. Following this transaction, Peter became the Managing Director of Breakaway and led the team that discovered extensions to a series of nickel and base deposits in WA and Queensland. In 2009, Peter left Breakaway to pursue other professional and personal interests.

Peter is currently Vice President of The Association of Mining and Exploration Companies (AMEC), a Board Member of the Centre for Exploration Targeting established at the University of Western Australia and Curtin University and a director of PMI Gold Corporation.

Special responsibilitiesChair of the Audit CommitteeChair of the Remuneration Committee

Other Current Directorships of listed public companiesPMI Gold Corp.

Former Directorships of listed public companies in the last 3 yearsGallery Resources Limited Breakaway Resources Limited

23


Mr Gary Johnson – Non-Executive DirectorQualifications – MAusIMM, MTMS, MAICD

Gary Johnson has approximately thirty (30) years experience in the mining industry as a metallurgist, manager, owner, director and managing director possessing broad technical and practical experience of the workings and strategies required by successful mining companies.

Prior to 2011 Gary was Managing Director of Norilsk Nickel Australia, reporting to the Deputy Director of International Assets at MMC Norilsk Nickel, the world’s largest nickel producer.

Gary now operates his own consulting business, Strategic Metallurgy Pty Ltd, specialising in high-level metallurgical and strategic consulting and is also a Board member of Hard Creek Nickel Corporation, an emerging TSX listed nickel company.For many years Gary was a director of Tati Nickel Mining Company (Pty) Ltd, in Botswana. During his long association with Tati it grew to be a low-cost nickel producer and the largest nickel mine in Africa.

Special responsibilitiesMember of Audit CommitteeMember of the Remuneration Committee

Other Current Directorships of listed public companiesPotash West NLHard Creek Nickel Corporation


COMPANY SECRETARY

The Company Secretary is Mr Alex Neuling (appointed 24 January 2011).

Alex Neuling is a Chartered Accountant and Chartered Secretary with over 10 years corporate and financial experience including 6 years as director, chief financial officer and or company secretary of various ASX-listed companies in the mining, mineral exploration, oil and gas and other sectors.

Prior to those roles, Alex worked at Deloitte in London and Perth. Alex also holds an honours degree in Chemistry from the University of Leeds in the United Kingdom and is principal of Erasmus Consulting Pty Ltd (Erasmus), which provides company secretarial and financial management consultancy services to a variety of ASX-listed and other companies.

Prior to Mr Neuling’s appointment, Mr Mark Rodda was the Company Secretary. Details of his qualifications and experience are set out on page 3.

24


PRINCIPAL ACTIVITIESThe principal activity of the Group during the financial period was mineral exploration.

DIVIDENDSNo dividends have been declared, provided for or paid in respect of the financial period ended 30 June 2011.

SUMMARY REVIEW OF OPERATIONSFor the financial period ending 30 June 2011 the Group recorded a net loss of $517,628 and a net cash outflow from operations of $376,975.

Activities during the period were focussed on the purchase of the Citadel Project and the subsequent IPO of Antipa Minerals Ltd, application for the North Telfer Project and the undertaking of various mineral exploration activities at the Citadel Project.

Citadel Project

On 12 April 2011, the purchase of the Citadel Project was completed through the issue of 6,250,000 fully paid ordinary shares and 3,125,000 options as consideration to Centaurus Metals Limited.

The wholly owned Citadel Project is located in northwest Western Australia approximately 400 km east of Port Headland and 1,300 km north northeast of Perth. The Project is located within the Proterozoic Paterson Province and consists of four exploration licenses covering an area of approximately 1,714 km2 of highly prospective but grossly underexplored stratigraphy. The high-grade Magnum gold-copper deposit is located within the project and is a testimony to the project’s significant potential.

The Paterson Province hosts several world-class mineral deposits all located within 150 km of the Citadel Project, including; Australia’s third largest gold producer Newcrest’s Telfer Gold Mine, Aditya Birla’s Nifty Copper Mine, Newcrest’s O’Callaghans tungsten and base metal skarn deposit and Cameco Corporation-Mitsubishi Corporation’s Kintyre uranium deposit.

The Company believes the Citadel Project is prospective for the discovery of world-class gold, copper/base-metal, tungsten and uranium deposits.

The Company is currently undertaking an exploration programme at the Citadel Project which includes airborne and ground geophysical surveys and a drilling campaign.

IPO

On April 2011, the Company announced the completion of its IPO with the raising of $10,000,000 for the issue of 50,000,000 fully paid ordinary shares with a free attaching 20 cent option for each two shares issued.

North Telfer Project

During May 2011 the Company applied for additional exploration licences, now known as the North Telfer Project, covering approximately 1253 km2 of land adjoining the Citadel Project landholding and extending south to within 20 kms of of Newcrest’s Telfer Mine. The Company also entered into an agreement with Paladin Energy Ltd (Paladin) whereby it has agreed to withdraw its existing exploration licence applications over the North Telfer Project area to leave the Company as the priority applicant for this ground.

25


SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSNo significant changes in the state of affairs of the Consolidated Entity occurred during the financial period and to the date of this report other than as referred to in the Summary Review of Operations.

POST REPORTING DATE EVENTS1,146,385 shares were issued to Paladin on 21 July 2011 in compensation for Paladin’s agreement to withdrawal of tenement applications covering the Company’s North Telfer Project.

Other than as mentioned above or elsewhere in this report, financial statements or notes thereto, at the date of this report there are no other matters or circumstances which have arisen since 30 June 2011 that have significantly affected or may significantly affect:

(a) the Consolidated Entity’s operations in future years, or(b) the results of those operations in future financial years, or(c) the Consolidated Entity’s state of affairs in future financial years.

LIKELY DEVELOPMENTS Due to the nature of the Consolidated Entity’s business activities, the Directors are not able to state:

(a) likely developments in the entities’ operations; or(b) the expected results of these operations,

as to do so would result in unreasonable prejudice to the Consolidated Entity.

ENVIRONMENTAL REGULATIONThe Consolidated Entity’s environmental obligations are regulated under Australian State and Federal laws. The Company has a policy of exceeding or at least complying with its environmental performance obligations.

During the financial period, the Consolidated Entity did not materially breach any particular or significant Federal, Commonwealth, State or Territory regulation in respect to environmental management.

INFORMATION ON DIRECTORS’ INTERESTS IN SECURITIES OF ANTIPAAs at the date of this report, the interests of the Directors in shares and options of Antipa are:

Number of fully paid ordinary shares

Number of options

Mr Stephen Power* Mr Roger Mason Mr Mark Rodda *Mr Peter Buck Mr Gary Johnson

5,200,1005,000,1005,200,1005,200,100

450,000

3,600,0004,500,0003,600,0003,600,0001,225,000

21,050,400 16,525,000

* These figures include 200,000 shares and 100,000 options which are owned by Napier Capital Pty Ltd which is a company which Mr Stephen Power and Mr Mark Rodda have an interest in.

26

MEETINGS OF DIRECTORSThe following table sets out the number of meetings of the Company’s directors held during the period ended 30 June 2011, and the number of meetings attended by each director (includes matters decided by circulating resolution). No meetings were held by committees prior to 30 June 2011.

Full board meetings No. eligible to attend No. attended

Mr Stephen Power 9 9

Mr Roger Mason 9 9

Mr Mark Rodda 9 9

Mr Peter Buck 9 9

Mr Gary Johnson 4 4

SHARE OPTIONSAt the date of this report the Company has the following options on issue.

Description 2011 Number Exercise Price Grant Expiry

Options

(1) 10,500,000 $0.30 31 Jan 2011 31 Jan 2015

(2) 3,125,000 $0.25 21 Apr 2011 21 Apr 2014

(3) 25,000,000 $0.20 31 Mar 2011 31 Mar 2015

(4) 6,000,000 $0.30 31 Jan 2011 31 Jan 2015

(5) 250,000 $0.30 31 Jan 2011 31 Jan 2015

(6) 250,000 $0.35 31 Mar 2011 31 Mar 2015

(7) 200,000 $0.50 5 August 2011 5 August 2015

45,325,000


27


REMUNERATION REPORT (AUDITED)

This remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration

C Service agreements

D Share-based compensation

This remuneration report outlines the director and executive remuneration arrangements of the Company and Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and Group, directly or indirectly, including any director (whether executive or otherwise) of the Parent Company, and includes the highest paid executives of the Company and Group.

The information provided in this remuneration report has been audited as required by section 308(3c) of the CorporationsAct2001.

Details of Key Management Personnel

Directors

Mr Stephen Power - Executive ChairmanMr Roger Mason - Managing Director Mr Mark Rodda - Non-executive director Mr Peter Buck - Non-executive director Mr Gary Johnson - Non-executive director

Executives

Mr Alex Neuling - Company SecretaryMr Ian Gregory - Exploration Manager

No remuneration was paid to directors of the Group by Group companies other than Antipa Minerals Limited, accordingly remuneration paid to key management personnel of the Group is the same as that paid to key management personnel of the Company.

28


REMUNERATION REPORT (AUDITED) (CONTINUED)

A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

The objective of the Board, acting in its capacity as remuneration committee, is to ensure that pay and rewards are competitive and appropriate for the results delivered. The remuneration committee charter adopted by the Board aims to align rewards with achievement of strategic objectives and the creation of value for shareholders. The remuneration framework applied provides a mix of fixed and variable pay and a blend of short and long term incentives as appropriate.

Remuneration of executives consists of an unrisked element (base pay) and cash bonuses based on performance in relation to key strategic, non-financial measures linked to drivers of performance in future reporting periods. As such, remuneration is not linked to the financial performance of the Company in the current or previous reporting periods.

At present the functions of the remuneration committee in relation to the remuneration of the Company’s executives (including share and benefit plans) are carried out by the full board. No directors are present at meetings of the board in this function where their own remuneration is being considered. Issues of remuneration are considered annually or otherwise as required.

Non-executive directors

The maximum aggregate amount of fees that can be paid to non-executive Directors is subject to approval by shareholders at General Meetings and is currently set at $400,000. The Company’s policy is to remunerate non-executive directors at market rates (for comparable companies) for time, commitment and responsibilities. Fees for non-executive directors are not linked to the performance of the Company, however to align directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the Company.

In addition to Directors’ fees, non-executive Directors are entitled to additional remuneration as compensation for work outside the scope of non-executive directors duties (whether performed in a consulting or part-time employee capacity). Non-executive Directors’ fees and payments are reviewed annually by the board.

Retirement benefits and allowances

No retirement benefits or allowances are paid or payable to non-executive directors of the Company other than Superannuation benefits.

Other benefits

No motor vehicle, health insurance or other similar allowances are made available to non-executive directors.

29



Executives

Base pay

Executives are offered a competitive level of base pay which comprises the fixed (unrisked) component of their pay and rewards. Base pay for senior executives is reviewed annually to ensure market competitiveness. There are no guaranteed base pay increases included in any senior executives’ contracts.

Short term incentives

Payment of short term incentives is dependent on the achievement of key performance milestones as determined by the remuneration committee. These milestones require performance in relation to key strategic, non-financial measures linked to drivers of performance in future reporting periods.

Short-term bonus payments may be adjusted up or down in line with under or over achievement relative to target performance levels at the discretion of the remuneration committee.

For the period ended 30 June 2011 and the comparative period, no short term incentives were paid or payable to Directors or Key Management Personnel of the Company or Group.

Long term incentives

Long-term performance incentives comprise of options granted at the discretion of the remuneration committee in order to align the objectives of directors with shareholders and the Company (refer section D for further information). The issue of options to Directors requires shareholder approval.

The grant of share options has not been directly linked to previously determined performance milestones or hurdles as the current stage of the Group’s activities makes it difficult to determine effective and appropriate key performance indicators and milestones.

There is currently no Board policy in relation to the person granted the option, limiting his or her exposure to risk in relation to the securities.

30



Amounts of remunerationS

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Mr

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,489

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31



B. DETAILS OF REMUNERATION (CONTINUED)

C. SERVICE AGREEMENTS

During the period to 30 June 2011 no at-risk short-term or long-term incentives were paid or payable to Directors or Key Management Personnel of the Company / Group.No cash bonuses were forfeited during the period by Directors or Key Management Personnel or remained unvested at period-end. All options granted to directors or key management personnel have vested. No options were exercised or forfeited during the period.

Remuneration and other terms of agreement for the Company’s non-executive directors are formalised in letters of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the office of director. The major provisions of the agreements relating to remuneration are set out below. Non-executive directors’ fees are set at $50,000 exclusive of superannuation but excluding any additional fees which may be payable as compensation for special exertions outside the normal scope of non-executive duties. An additional fee of $5,000 exclusive of superannuation can be paid for as compensation for being appointed to committees. During the period ended 30 June 2011, the Chairman is entitled to fees of $60,000 (exclusive of superannuation but excluding any additional fees for special exertions). No termination benefits are payable to non-executive directors under the terms of their letters of appointment.

On 10 March 2011 the Company entered into an Executive Service Agreement with Director Roger Mason. Under the terms of the present contract:

• MrMasonwillbepaidaminimumremunerationpackageof$250,000p.a.basesalaryplussuperannuationplusamotorvehicleallowanceof$25,000.

• TheCompanymayterminatethisagreementinwritingiftheExecutivebecomesincapacitatedbyillnessoraccidentforanaccumulatedperiodoftwomonthsoraperiodaggregatingmorethanthreemonthsinanytwelvemonthperiod.

• TheCompanymayterminatethecontractatanytimewithoutnoticeifseriousmisconducthasoccurred.Onterminationwithcause,theExecutiveisnotentitledtoanypayment.

• IftheCompanyterminatestheagreementforanyreasonotherthantheabove,theCompanymustpaytheExecutiveanamountequaltosixmonthssalary.

• IfMrMasonterminatestheagreement,hemustprovidetheCompanywiththreemonthsnoticeperiod.

32



On 2 August 2011 the Company entered into an Executive Service Agreement with Chairman Stephen Power. Under the terms of the present contract:

• MrPowerwillbepaidaminimumremunerationpackageof$150,000p.a.basesalaryplussuperannuationfor20hoursaweek.

• TheCompanymayterminatethisagreementinwritingiftheExecutivebecomesincapacitatedbyillnessoraccidentforanaccumulatedperiodoftwomonthsoraperiodaggregatingmorethanthreemonthsinanytwelvemonthperiod.

• TheCompanymayterminatethecontractatanytimewithoutnoticeifseriousmisconducthasoccurred.Onterminationwithcause,theExecutiveisnotentitledtoanypayment.

• IftheCompanyterminatestheagreementforanyreasonotherthantheabove,theCompanymustpaytheExecutiveanamountequaltosixmonthssalary.

• IfMrPowerterminatestheagreement,hemustprovidetheCompanywiththreemonthsnoticeperiod.

On 11 February 2011 the Company entered into an Employment Agreement with Mr Ian Gregory. Under the terms of the present contract:

• MrGregorywillbepaidaminimumremunerationpackageof$185,000p.a.basesalaryplussuperannuation.

• IfMrGregoryterminatestheagreement,hemustprovidetheCompanywithonemonthsnoticeperiod.

• TheCompanymayterminatethisagreementatanytimebymakingapaymentinlieuofpartoralloftheonemonthnoticeperiod.

Remuneration and other terms of agreement with Alex Neuling in his capacity as the Company Secretary are formalised in an agreement with Erasmus Consulting Pty Ltd (a related entity of Mr Neuling), which was entered into prior to his appointment. The agreement is on normal commercial terms and provides for a minimum monthly retainer plus hourly rate and has a three month notice period.

33



D. SHARE-BASED COMPENSATION

Option holdings

2011

Balance at start of

period*

Granted during the period as

remunerationExercised in

periodNet other

changeBalance at end

of period

Directors of Antipa Minerals Ltd

Mr Stephen Power Mr Roger MasonMr Mark Rodda Mr Peter Buck Mr Gary Johnson ExecutivesMr Alex Neuling

-----

-

1,000,0002,000,0001,000,0001,000,0001,000,000

-

-----

-

2,600,0002,500,0002,600,0002,600,000

225,000

212,499

3,600,0004,500,0003,600,0003,600,0001,225,000

212,499

Mr Ian Gregory - 500,000 - - 500,000

*or when appointed

The options issued in the period to directors as remuneration were granted on 31 January 2011 and were 0.30 cent options with an expiry of 31 January 2015. They vested immediately. The value per option was 1.2 cents per option.

250,000 of the options issued in the period to executives as remuneration were granted on 14 April 2011 and were 0.30 cent options with an expiry of 31 January 2015. They vested immediately. The value per option was 10.3 cents per option.

250,000 of the options issued in the period to executives as remuneration were granted on 14 April 2011 and were 0.35 cent options with an expiry of 31 January 2015. They vested immediately. The value per option was 9.6 cents per option.

No options have been exercised in the period.

34


NON-AUDIT SERVICES

Details of amounts paid or payable to the auditor for non-audit services provided during the period by the auditor are outlined in Note 20 to the financial statements. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board.

INSURANCE AND INDEMNITY OF OFFICERS AND AUDITORS

During the period the Company has paid a premium in respect of a contract insuring the directors of the Company (as named above) and the Company Secretary against liabilities incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the financial period, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.

AUDITORS’ INDEPENDENCE DECLARATION

The auditors’ independence declaration as required under section 307C of the CorporationsAct2001is included on page 17 of the financial report.

This report is made in accordance with a resolution of the directors made pursuant to section 298(2) of the CorporationsAct2001.

Executive ChairmanPerth, Western Australia

9 September 2011

35

Tel: +8 6382 4600Fax: +8 6382 4601 www.bdo.com.au

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

9 September 2011

The Directors Antipa Minerals Limited 44 Ord Street, WEST PERTH WA 6005

Dear Sirs,

DECLARATION OF INDEPENDENCE BY PETER TOLL TO THE DIRECTORS OF ANTIPA MINERALS LIMITED

As lead auditor of Antipa Minerals Limited for the period ended 30 June 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

• the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Antipa Minerals Limited and the entity it controlled during the period.

Peter Toll Director

BDO Audit (WA) Pty Ltd Perth, Western Australia




INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ANTIPA MINERALS LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Antipa Minerals Limited, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entity it controlled at the period’s end or from time to time during the financial period.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2(a), the directors also state, in accordance with Accounting Standard AASB 101 Presentationof Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,which has been given to the directors of Antipa Minerals Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

36




INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ANTIPA MINERALS LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Antipa Minerals Limited, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entity it controlled at the period’s end or from time to time during the financial period.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2(a), the directors also state, in accordance with Accounting Standard AASB 101 Presentationof Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,which has been given to the directors of Antipa Minerals Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

37

Opinion

In our opinion the financial report of Antipa Minerals Limited is in accordance with the Corporations Act 2001, including: (a) the financial report of Antipa Minerals Limited is in accordance with the Corporations Act 2001,

including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June

2011 and of its performance for the period ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;

and(b) the financial report also complies with International Financial Reporting Standards as disclosed

in Note 2(a).

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the period ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Antipa Minerals Limited for the period ended 30 June 2011 complies with section 300A of the Corporations Act 2001.

BDO Audit (WA) Pty Ltd

Peter TollDirector

Perth, Western Australia Dated this 9th day of September 2011

38

Note 2011$

Revenue (6) 57,015

Total income 57,015

Administrative expenses (8) (390,455)

Depreciation (7) (4,148)

Share based payments (8) (121,750)

Transaction costs (8) (58,290)

Loss before income tax expense (517,628)

Income tax (expense) / benefit (9) -

Net loss attributable to owners of the Group (517,628)

Other comprehensive income

Other comprehensive income for the period, net of tax -

Total comprehensive income for the period attributable to owners of the Group (517,628)

Loss per share

Basic and diluted loss per share (cents per share) (22) 1.48

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

Consolidated Statement of Comprehensive Income 2011 For the period ended 30 June 2011

39

Note 2011$

Assets

Current assets

Cash and cash equivalents (10) 8,467,268

Trade and other receivables (11) 138,593

Total current assets 8,605,861

Non-current assets

Trade and other receivables (12) 25,000

Deferred exploration and evaluation expenditure (13) 2,093,984

Property, plant and equipment (14) 182,962

Total non-current assets 2,301,946

Total assets 10,907,807

Liabilities

Current liabilities

Trade and other payables (15) 422,938

Total liabilities 422,938

Net assets 10,484,869

Equity

Contributed equity (16) 10,568,247

Reserves (17)(a)(b) 434,250

Accumulated losses (17)(c) (517,628)

Total equity 10,484,869

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

Consolidated Statement of Financial Position 2011 As at 30 June 2011

40

Note 2011$

Cash flows from operating activities

Payments to suppliers and employees (389,222)

Interest received 12,247

Net cash outflow from operating activities (21) (376,975)

Cash flows from investing activities

Payments for capitalised exploration and evaluationPayments for property, plant and equipment

(325,275)(116,196)

Cash acquired in subsidiary 2,467

Net cash outflow from investing activities (439,004)

Cash flows from financing activities

Proceeds from issues of shares (16)(b) 10,140,004

Share issue costs (16)(b) (831,757)

Payments for cash backed guarantee

(25,000)

Net cash inflow from financing activities 9,283,247

Net increase in cash and cash equivalents 8,467,268

Cash and cash equivalents at the beginning of the period -

Effects of exchange rate changes on cash and cash equivalents -

Cash and cash equivalents at the end of the period (10) 8,467,268

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

Consolidated Statement of Cash Flows 2011 For the period ended June 2011

41

Consolidated Statement of Change in Equity 2011As at 30 June 2011

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42

1. CORPORATE INFORMATION

Antipa Minerals Limited (Company or Antipa) is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The consolidated financial statements of the Group as at and for the period from incorporation to 30 June 2011 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

As the Company was incorporated on 1 November 2010, no comparative financial information for prior period exists.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial statement are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(a) Basis of preparation

The financial statements are general-purpose financial statements, which has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and theCorporationsAct2001.

Statement of compliance

The financial statements comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements of Antipa Minerals Limited comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.

Critical accounting estimates and significant judgements

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.

Notes To The ConsolidatedFinancial Statements 2011For the period ended 30 June 2011

43

Going Concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The Group incurred a net loss of $517,628 for the period to 30 June 2011 and had a net cash outflow from operations of $376,975 for the period. Notwithstanding this, the financial report has been prepared on a going concern basis which the Directors consider to be appropriate based upon the available cash assets of $8,467,268 as at 30 June 2011.

Should the going concern basis not be appropriate, the entity may have to realise its assets and extinguish its liabilities other than in the ordinary course of business and at amounts different from those stated in the financial report. No allowance for such circumstances has been made in the financial report.

New accounting standards and interpretations

The Group has chosen not to early-adopt any accounting standards that have been issued, but are not yet effective.

Set out below is a summary of issued accounting standards, which are or may become relevant to the Entity, which are not yet effective and a description of their expected effect on the Group’s financial statements(if any).


AASB 2010-4 Amendments to Australian Accounting Standards – Financial Instruments: Disclosures [AASB 7] (effective 1 January 2011)

In June 2010 the AASB issued an amendment to AASB 7 Financial Instruments: Disclosures, which deletes various disclosures relating to credit risk, renegotiated loans and receivables and the fair value of collateral held. There will be no impact on initial adoption to amounts recognised in the financial statement as the amendments result in fewer disclosures only.

AASB 2010-4 Amendments to Australian Accounting Standards – Presentation of Financial Statements [AASB 101] (effective 1 January 2011)

In June 2010 the AASB issued an amendment to AASB 101 Presentation of Financial Statements, which allows that a detailed reconciliation of each item of other comprehensive income may be included in the statement of changes in equity or in the notes to the financial statements. There will be no impact on initial adoption of this amendment as a detailed reconciliation of each item of other comprehensive income has always been included in the statement of changes in equity.Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting

Standards (effective from 1 January 2011)

In December 2009 the AASB issued a revised AASB 124 Related Party Disclosures. It is effective for accounting periods beginning on or after 1 January 2011 and must be applied retrospectively. The amendment removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities and clarifies and simplifies the definition of a related party. The Group will apply the amended standards from 1 July 2011. When the amendments are applied, the Group and the parent will need to disclose any transaction between its subsidiaries. However, it has yet to put systems in place to capture the necessary information. It is therefore not possible to disclose the financial impact, if any, of the amendment on the related party disclosures.AASB 9 (issued December 2009) - Financial Instruments (effective from 1 January 2013)

44

(b) Segment Reporting

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

The Board of Directors review internal management reports on a monthly basis that is consistent with the information provided in the statement of comprehensive income, statement of financial position and statement of cash flows. As a result no reconciliation is required, because the information as presented is used by the Board to make strategic decisions.

Management has determined, based on the reports reviewed by the Board of Directors and used to make strategic decisions, that the Group has one reportable segment being mineral exploration. The Group’s management and administration office is located in Australia.


This amends the requirements for classification and measurement of financial asset. Due to the recent release of these amendments and that adoption is only mandatory for the 30 June 2014 period end, the entity has not yet made an assessment of the impact of these amendments.

FRS 11 (issued May 2011) Joint Arrangements (Effective from Annual reporting periods commencing on or after 1 January 2013)

Joint arrangements will be classified as either ‘joint operations’ (where parties with joint control have rights to assets and obligations for liabilities) or ‘joint ventures’ (where parties with joint control have rights to the net assets of the arrangement). Joint arrangements structured as a separate vehicle will generally be treated as joint ventures and accounted for using the equity method (proportionate consolidation no longer allowed). However, where terms of the contractual arrangement, or other facts and circumstances indicate that the parties have rights to assets and obligations for liabilities of the arrangement, rather than rights to net assets, the arrangement will be treated as a joint operation and joint venture parties will account for the assets, liabilities, revenues and expenses in accordance with the contract.

IFRS 12 Disclosure of interest in other entities (Effective from 1 Jan 2013)

Combines existing disclosures from IAS 27 Consolidated and Separate Financial Statements, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures. Introduces new disclosure requirements for interests in associates and joint arrangements, as well as new requirements for unconsolidated structured entities.

IFRS 13 (issued May 2011) Fair Value Measurement (Effective from 1 Jan 2013

Additional disclosures required for items measured at fair value in the statement of financial position, as well as items merely disclosed at fair value in the notes to the financial statements. Extensive additional disclosure requirements for items measured at fair value that are ‘level 3’ valuations in the fair value hierarchy that are not financial instruments, e.g. land and buildings, investment properties etc.

IFRS 10 (issued May 2011) Consolidated Financial Statements (Effective from Annual reporting periods commencing on or after 1 January 2013)

Introduces a single ‘control model’ for all entities, including special purpose entities (SPEs)whereby all of the following conditions must be present: -power over investee (whether or not power used in practice) -Exposure, or rights, to variable returns form investee -Ability to use power over investee to affect the entity’s returns from investee

45


(c) Foreign currency translation Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates (‘the functional currency’). The functional and presentation currency of the Group is Australian dollars.

Translation and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions.

Foreign currency monetary assets and liabilities at the reporting date are translated at the exchange rate existing at reporting date.

Exchange differences are recognised in profit or loss in the period in which they arise.

(d) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below:

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).

Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

46


Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the statement of comprehensive income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

(e) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash- generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(f) Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

(g) Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment.

47

Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for doubtful debts is raised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised in the income statement within other expenses.

(h) Financial assets

Other financial assets only consist of ‘loans and receivables’. The classification depends on the nature and purpose for which the financial assets were acquired and is determined at the time of initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Recognition and derecognition

Purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through the profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Subsequent measurement

Loans and receivables are subsequently recorded at amortised cost, using the effective interest method, less impairment.

Impairment

The Group has assessed at reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired.

If there is evidence of impairment for any of the Group’s financial assets carried at amortised cost, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset’s original effective interest rate. The loss is recognised in the statement of comprehensive income.

(i) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight line basis so as to write down the net cost or fair value of each asset over its expected useful life to its estimated residual value.


48


The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The estimated useful life of the property, plant and equipment as at 30 June 2011 is 3 years.

(j) Exploration, evaluation and restoration costs Exploration and evaluation expenditure

Exploration and evaluation expenditure is stated at cost and is accumulated in respect of each identifiable area of interest.

Such costs are only carried forward in respect of areas of interest for which the rights of tenure are current and where:

(i) such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

(ii) activities in the area have not at the statement of financial position date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to the area of interest are continuing.

All other costs which do not meet these criteria are written off immediately to the statement of comprehensive income.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where carried forward expenditure does not satisfy the policy stated above it is written off to the statement of comprehensive income in the period in which the decision is made to write-off. Accumulated costs in relation to an abandoned area are written off to the statement of comprehensive income in the period in which the decision to abandon the area is made.

Rehabilitation, Restoration and Environmental Costs

Long-term environmental obligations are based on the Group’s environmental management plans, in compliance with current environmental and regulatory requirements. There are currently no material rehabilitation obligations.

(k) Trade and other payables

Trade payables and other accounts payable represent liabilities for goods and services provided to the Group prior to the end of the financial period which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(l) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.

49


(m) Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(n) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

(i) where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

(ii) receivables and payables, with the exception of accrued expenses and expense provisions, are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(0) Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Antipa Minerals Limited (‘company’ or ‘parent entity’) as at 30 June 2011 and the results of all subsidiaries for the year then ended. Antipa Minerals Limited and its subsidiaries together are referred to in this financial report as the group or the consolidated entity.

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group.

50


Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

3. FINANCIAL RISK MANAGEMENT

(a) Market risk (i) Foreign exchange risk Antipa Minerals Limited is based in Australia, its shares are listed on the Australian Securities Exchange and the Group reports its financial performance and position in Australian dollars (A$). There are no applicable foreign exchange risks. (ii) Interest rate risk As at and during the period ended on balance date the Group had no significant interest-bearing assets or liabilities other than liquid funds on deposit. As such, the Group’s income and operating cash flows (other) than interest income from funds on deposit) are substantially independent of changes in market interest rates. The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and liabilities is set out below.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. Antipa’s board of directors (Board) performs the duties of a risk management committee in identifying and evaluating sources of financial and other risks. The Board provides written principles for overall risk management which balance the potential adverse effects of financial risks on Antipa’s financial performance and position with the “upside” potential made possible by exposure to these risks and by taking into account the costs and expected benefits of the various methods available to manage them.The Group holds the following financial instruments:

2011

$

Financial assets

Cash and cash equivalents 8,467,268

Trade and other receivables 163,593

8,630,861

Financial liabilities

Trade and other payables at amortised cost 422,938

51


% $

Financial assets

Cash assets Floating rate* 5.79% 8,467,268

* Weighted average effective interest rate

The Group’s policy is to maximise the return on cash held through the use of high interest deposit accounts and term deposits where possible.

The Group has performed a sensitivity analysis relating to its exposure to interest rate risk as at balance date. The sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in interest rates.

(b) Credit risk Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers. The Group trades only with recognised, trustworthy third parties. It is the Group’s policy to perform credit verification procedures in relation to any customers wishing to trade on credit terms with the Group. These include taking into account the customers’ financial position and any past experience to set individual risk limits as determined by the Board. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised in part a) of this note. As at 30 June 2011, all cash and cash equivalents were held with AA rated banks.

(c) Liquidity risk Prudent liquidity risk management involves the maintenance of sufficient cash, committed credit facilities and access to capital markets. It is the policy of the Board to ensure that the Group is able to meet its financial obligations and maintain the flexibility to pursue attractive investment opportunities through keeping committed credit lines available where possible, ensuring the Group has sufficient working capital and preserving the 15% share issue limit available to the Group under the ASX Listing Rules. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows.

2011

$

Change in LossIncrease by 1%Decrease by 1%

84,673(84,673)

Change in EquityIncrease by 1%Decrease by 1%

84,673(84,673)

2011

52


Contractual maturities of financial liabilities As at the reporting date the Group had total financial liabilities of $422,938, comprised of non interest- bearing trade creditors and accruals with a maturity of less than 6 months.

(d) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement and/or disclosure purposes.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

(e) Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the potential return to shareholders.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In preparing this financial report the Group has been required to make certain estimates and assumptions concerning future occurrences. There is an inherent risk that the resulting accounting estimates will not equate exactly with actual events and results.

(a) Significant accounting judgements

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

Deferred tax assetsThe Group has carried forward tax losses which have not been recognised as deferred tax assets as it is not considered sufficiently probable that these losses will be recouped by means of future profits taxable in the appropriate jurisdictions.

Capitalisation of exploration and evaluation expenditure The Group has capitalised significant exploration and evaluation expenditure on the basis either that this is expected to be recouped through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it will be recouped.

(b) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

53

Notes To The ConsolidatedFinancial Statements 2011For the period ended 30 June 2011 Impairment of assets The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

As at 30 June 2011, the carrying value of capitalised exploration and evaluation is $2,093,984.

Share based payment transactions The fair value of share appreciation rights is measured using a Black Scholes model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).

5. SEGMENT INFORMATION

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

6. REVENUE

7. DEPRECIATION

2011

$

From continuing operations

Other revenue

Interest 57,015

57,015

2011

$

Depreciation expense 4,148

54


8. EXPENSES

9. INCOME TAX

(a) Income tax expense A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows:

2011

$

Administration expenses 390,455

Transactions costs 58,290

Share based payments121,750570,495

2011

$

Current tax -

-

2011

$

Accounting loss before tax (517,628)

Tax at the Australian statutory income tax rate of 30% 155,288

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Share based payments (36,525)

Tax effect of timing differences in relation to unrecognised deferred tax assets / liabilities:

Other 628,195

Less tax losses not recognised (746,958)

-

55


10. CURRENT ASSETS – CASH AND CASH EQUIVALENTS

(a) Fair value The carrying amount of cash and cash equivalents is a reasonable approximation of fair value. (b) Interest rate risk exposure Information about the Group’s exposure to interest rate risk in relation to cash and cash equivalents is provided in note 3.

11. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES

(a) Fair value Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value.

12. NON - CURRENT ASSETS – TRADE AND OTHER RECEIVABLES

13. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

The ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and exploitation, or alternatively sale of the respective area of interest.

2011

$

Cash at bank and in hand 8,467,268

2011

$

Accrued interest 44,768

Other 93,825

138,593

2011

$

Deposit for corporate office lease 25,000

25,000

2011

$

At cost

Opening balance -Additions 2,093,984

Closing balance2,093,984

56


14. PROPERTY, PLANT AND EQUIPMENT

15. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES

The average credit period on purchases is 45 days from the date of invoice. Group policy is to pay all undisputed invoices within 30 days from the month of receipt.

(a) Fair value

The carrying amount of trade payables is a reasonable approximation of fair value due to their short-term nature.

16. CONTRIBUTED EQUITY

(a) Share capital

2011

$

Furniture, Fittings and EquipmentAt cost

Opening balance -

Additions 187,110

Accumulated Depreciation (4,148)

Closing balance 182,962

2011

$

Trade payables 334,115

Other payables 88,823

422,938

2011 Number2011

$

Fully paid ordinary shares 77,250,400 10,568,247

57


(b) Movements in ordinary share capital

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting or by proxy, is entitled to one vote. Upon a poll every holder is entitled to one vote per share held.

Description Date Number of shares Issue Price $

2011 Opening balance - -

Incorporation 1 Nov 2010 400 $0.01 4

Seed Capital Portion 1Seed Capital Portion 2

31 Dec 201024 Jan 2011

20,000,0001,000,000

$0.005$0.05

100,00050,000

Listing (i) 8 Apr 2011 50,000,000 $0.20 10,000,000

Consideration shares (ii) 12 Apr 2011 6,250,000 $0.20 1,250,000

Less: transaction costs - (831,757)

Closing balance 30 Jun 2011 77,250,400 10,568,247

(i) Initial Public Offering

The initial public offering of the Group’s shares was completed on Friday the 8 April 2011, at which date 50,000,000 fully paid ordinary shares were issued.

(ii) Share based consideration

On 12 April 2011 Antipa completed the acquisition of mining tenements from Centaurus Metals Limited. In accordance with the terms of the Sale Agreement, the Group issued 6,250,000 fully paid ordinary shares as consideration for the tenements acquired.

58


17. RESERVES AND ACCUMULATED LOSSES

With respect to the payment of dividends (if any) by Antipa Minerals in subsequent financial periods, no franking credits are currently available, or are likely to become available in the next 12 months.

2011

$

(a) Share option reserve

Opening balance -

Option expense in the period 312,500

Balance at 30 June 312,500

(b) Share based payment reserve

Opening balance -

Option expense in the period 121,750


(c) Accumulated losses

Opening balance -

Net loss for the period 517,628


(d) Nature and purpose of reserves

The share-based payments reserve is used to recognise the grant date fair value of options issued to employees but not exercised.The share option reserve is used to recognise the grant date fair value of options issued to consultants in exchange for services but not exercised.

59

As at balance date, the Group has the following options on issue:

Description2011

NumberExercise

Price Expiry

Options

(1) 10,500,000 $0.30 31 Jan 2015

(2) 3,125,000 $0.25 21 Apr 2014

(3) 25,000,000 $0.20 31 Mar 2015

(4) 6,000,000 $0.30 31 Jan 2015

(5) 250,000 $0.30 31 Jan 2015

(6) 250,000 $0.35 31 Mar 2015

45,125,000

Options carry no dividend or voting rights. Upon exercise, each option is convertible into one ordinary share to rank pari passu in all respects with the Group’s existing fully paid ordinary shares. Movements in the number of options on issue during the period are as follows:

Description2011

Number

Unlisted options

Opening balance -

Issued during the period 45,125,000

Expired during the period -

Balance at 30 June 45,125,000


18. OPTIONS

The Key Management Personnel of Antipa Minerals Limited during the period were:

Mr Stephen Power - Executive Chairman

Mr Roger Mason - Managing Director

Mr Mark Rodda - Non-executive director

Mr Peter Buck - Non-executive director

Mr Gary Johnson - Non-executive director

Mr Alex Neuling - Company secretary

Mr Ian Gregory - Exploration manager

19. KEY MANAGEMENT PERSONNEL (KMP) DISCLOSURES

60


(a) Key Management Personnel compensation

2011

$

Short term employee benefits 159,022

Post-employment benefits 12,374

Non-monetary benefitsShare based payment

10,000121,750

303,146

Equity instrument disclosures relating to KMP

Shares and option holdings

The numbers of shares and options over ordinary shares in the Group held during the financial period by each director of Antipa Minerals Limited and other KMP of the Group, including their personally related parties, are set out below.

KMP Share holdings

2011

Balance at start of

period*Purchased as

investorsNet other change (i)

Balance at end of period


Mr Stephen Power

Mr Roger Mason

Mr Mark Rodda

Mr Peter Buck

Mr Gary Johnson

Executives

Mr Alex Neuling

Mr Ian Gregory

-----

--

5,200,1005,000,1005,200,1005,200,100

450,000

224,999-

-----

200,000-

5,200,1005,000,1005,200,1005,200,100

450,000

424,999-

*or when appointed

(i) Erasmus Consulting Pty Ltd has provided company secretarial services to the Group in the period and was paid $10,000 of the fees for those services through the issue to its nominee of 200,000 shares and 100,000 free attaching Options.

61

Notes To The ConsolidatedFinancial Statements 2011For the period ended 30 June 2011 Option holdings

2011

Balance at start of

period*

Granted during the period as remuneration

Exercised during the

periodNet other

changeBalance at

end of period


Mr Stephen Power Mr Roger Mason Mr Mark Rodda Mr Peter Buck Mr Gary Johnson ExecutivesMr Alex NeulingMr Ian Gregory

-----

--

1,000,0002,000,0001,000,0001,000,0001,000,000

-500,000

-----

--

2,600,0002,500,0002,600,0002,600,000

225,000

212,499-

3,600,0004,500,0003,600,0003,600,0001,225,000

212,499500,000

*or when appointed

2011Vested and exercisable Unvested

Directors of Antipa Minerals Limited

Mr Stephen Power Mr Roger Mason Mr Mark Rodda Mr Peter Buck Mr Gary JohnsonExecutivesMr Alex NeulingMr Ian Gregory

3,600,0004,500,0003,600,0003,600,0001,225,000

212,499500,000

-----

--

17,237,499 -

Loans to key management personnel There were no loans made to Directors of Antipa Minerals Limited or other KMP of the Group (or their personally related entities) during the current financial period.

62

Other transactions with KMP

2011

$

Payments to director-related parties * 196,516

2011

$

BDO Audit (WA) Pty Ltd for:

- an audit of financial reports and other audit work under the Corporations Act 200123,000

- other assurance services 8,000

Total remuneration for audit and other assurance services 31,000

2011

$

Loss for the period (517,628)

Adjustment for:

Share based payments 121,750

Depreciation 4,148

Increase /(decrease) in current liabilities 153,348

Decrease / (increase) in trade and other receivables (138,593)

Net cash outflow from operating activities (376,975)

*The payments were made to Napier Legal Pty and Napier Capital Pty Ltd, companies of which Stephen Power and Mark Rodda are directors and beneficial shareholders. The payments were for legal, corporate advisory, administrative services and office accommodation on an arms length basis and included expenses incurred on behalf of the Group of $39,945.


20. REMUNERATION OF AUDITORS

During the period the following fees were paid or payable for services provided by the auditor of the Group, its related practices and non-related audit firms:

21. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

63

2011

Cents

Basic / diluted loss per share

Loss attributable to the ordinary equity holders of the company (1.48)

Loss used in calculation of basic / diluted loss per share $

Loss (517,628)

Weighted average number of ordinary shares used as the denominator in calculating basic / diluted loss per share 34,941,271

2011$

Not later than one year 829,550

After one year but less than two years 863,458

After two years but less than five years 2,340,674

After five years* 738,608

4,772,290

* Per annum


22. LOSS PER SHARE

23. SUBSEQUENT EVENTS

There are no significant subsequent events to disclose other than that 1,146,385 shares were issued to Paladin Energy Ltd (Paladin) on the 21st July 2011 in compensation to Paladin’s withdrawal of tenement applications in relation to the North Telfer Project.

24. COMMITMENTS & CONTINGENCIES

The Group had no contingent assets or liabilities at reporting date. The Group must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

25. RELATED PARTY TRANSACTIONS

There have been no transactions with related parties during the period ended 30 June 2011 other than as disclosed elsewhere in the financial report. Refer note 19(d).

64

Name of entity Country of incorporation Class of Shares Equity Holding

Antipa Resources Pty Ltd* Australia Ordinary 100%

*Dormant company at acquisition and subsequent to acquisition, holds the tenements in relation to the Citadel Project.

Financial position

2011$

Assets

Current assets 10,630,700

Non-current assets 150,827

Total assets 10,781,527

Liabilities

Current liabilities (177,306)

Non-current liabilities -

Total liabilities (177,306)

Equity

Issued capital 10,568,247

Accumulated losses (398,276)

Reserves

Share-based payments 121,750

Share option reserve 312,500

Total equity 10,604,221

Financial performance

2011$

Loss for the period (398,276)

Other comprehensive income -

Total comprehensive income (398,276)


26. SUBSIDIARIES

27. NON – CASH INVESTING AND FINANCING ACTIVITIES

Erasmus Consulting Pty Ltd has provided company secretarial services to the Group in the period and was paid $10,000 of the fees for those services through the issue to its nominee of 200,000 shares and 100,000 free attaching Options.

28. PARENT ENTITY DISCLOSURES

65

Directors Declaration2011

The Directors declare that:

(a) in the Directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable;

(b) the financial statements and accompanying notes are prepared in compliance with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board;

(c) the remuneration disclosures included on pages 9 to 15 of the Directors’ Report (as part of the audited Remuneration Report), for the period ended 30 June 2011 comply with section 300A of the Corporations Regulations 2001;

(d) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group; and

(e) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.

Executive ChairmanPerth, Western Australia

66

Additional ASX information

The shareholder information set out below was applicable as at 2 September 2011.

1. Twenty largest shareholders

Ordinary shares Number Percentage

CENTAURUS METALS LIMITED 6,250,000 7.97

MR PETER STANLEY BUCK + . MRS ROSLYN MARGARET BUCK <BUCK SUPPERANNUATION A/C>

5,200,100 6.63

FREYCO PTY LTD <EUGENE A/C> 5,000,100 6.38

MR ROGER CRAIG MASON <MASON FAMILY A/C> 5,000,100 6.38

SODELU PTY LTD <SODELU A/C> 5,000,100 6.38

NATIONAL NOMINEES LIMITED 1,950,000 2.49

FF OKRAM PTY LTD <FF OKRAM A/C> 1,610,000 2.05

ROPAT NOMINEES PTY LTD 1,333,334 1.70

KURRABA INVESTMENTS PTY LTD 1,250,000 1.59

PALADIN ENERGY LIMITED 1,146,385 1.46

MR ANDREW MALCOLM ATKINS 1,000,000 1.28

LAMPSAC PTY LTD <CENTRAL COAST SUPERFUND A/C> 893,000 1.14

ARTESIAN CAPITAL MANAGEMENT (AUSTRALIA) PTY LTD 764,000 0.97

ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>

726,000 0.93

HOSKING INVESTMENTS VICTORIA PTY LTD 666,667 0.85

PICTON COVE PTY LTD 642,000 0.82

MR BERNARD WILLIAM LIVY + MRS DESMA LEA LIVY <D & B LIVY SUPER FUND A/C>

565,000 0.72

AVATAR INDUSTRIES PTY LTD 500,000 0.64

MR RICHARD JOHN BURDEN <BURDEN SUPERANNUATION A/C> 500,000 0.64

MR MARTIN GALLAGHER 500,000 0.64

Total Top 20 40,496,786 51.66

Other 37,899,999 48.34

Total ordinary shares on issue 78,396,785 100.00

67


2. Twenty largest optionholders

Listed options Number Percentage

LAMPSAC PTY LTD <CENTRAL COAST SUPERFUND A/C> 1,050,750 4.20

NATIONAL NOMINEES LIMITED 975,000 3.90

FF OKRAM PTY LTD <FF OKRAM A/C> 805,000 3.22

ROPAT NOMINEES PTY LTD 666,667 2.67

B & M JACKSON PTY LIMITED <JACKSON S/F A/C> 625,000 2.50

MR ANDREW MALCOLM ATKINS 500,000 2.00

PICTON COVE PTY LTD 425,000 1.70

JBWERE (NZ) NOMINEES LIMITED <31004 A/C> 400,000 1.60

ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>

383,000 1.53

ARTESIAN CAPITAL MANAGEMENT (AUSTRALIA) PTY LTD 375,000 1.50

SJ PAUL PTY LTD <SJP SUPER FUND A/C> 350,000 1.40

WARREN GLEESON SUPER FUND PTY LTD <WARREN GLEESON S/F A/C>

350,000 1.40

HOSKING INVESTMENTS VICTORIA PTY LTD 333,334 1.33

AVATAR INDUSTRIES PTY LTD 250,000 1.00

BELL POTTER NOMINEES LTD <BB NOMINEES A/C> 250,000 1.00

MR RICHARD JOHN BURDEN <BURDEN SUPERANNUATION A/C> 250,000 1.00

MR MARTIN GALLAGHER 250,000 1.00

MR SCOTT PATRICK HOSKING + MRS REBECCA JUNE HENGEMUHLE 250,000 1.00

JB WILLIAMS PTY LTD <JB WILLIAMS PTY LTD S/F A/C> 250,000 1.00

RUBI HOLDINGS PTY LTD <JOHN RUBINO SUPER FUND A/C> 250,000 1.00

Total Top 20 8,988,751 35.96

Other 16,011,249 64.04

Total listed options on issue 25,000,000 100.00

3. Substantial shareholders

Substantial Holder Shares % interest

Centaurus Metals Limited 6,250,000 8.09%

Peter Stanley Buck & Roslyn Margaret Buck <Buck Superannuation Fund>

5,200,100 6.73%

Roger Mason <Mason Family Trust> 5,000,100 6.47%

Freyco P/L <Eugene Trust> 5,200,100 6.73%

Sodelu P/L <Sodelu Trust> 5,200,100 6.73%

68


4. Distribution of equity securities

Ordinary shares Listed options Unlisted options

1 – 1,000 38 - -

1,001 – 5,000 16 52 -

5,001 – 10,000 61 21 -

10,001 – 100,000 323 284 4

>100,001 119 54 8

Total 557 441 12

Number holding less than a marketable parcel

44 65 -

5. Tenement Listing

Citadel Project, Western Australia

Tenement Status Ownership Interest

E 4502874 Granted 100%

E 4502876 Granted 100%

E 4502877 Granted 100%

E 4502901 Granted 100%

E 4502874 Granted 100%

North Telfer Project, Western Australia

Tenement Status Ownership Interest

E 4503917 Application 100%



6. Unquoted securities

Roger Craig Mason as trustee for the Mason Family Trust owns 22% of the Company’s unlisted options. There are no other investors holding more than 20% of the Company’s unlisted options.

7. Voluntary escrow

The following ordinary shares are under voluntary escrow:

8. Voting rights

See Note 16 to the Financial Statements.

No of Shares Escrowed Until

200,000 20 April 2013

1,146,385 21 July 2012

69


9. On-market buy back

There is currently no on-market buy back program for any of the Company’s listed securities.

10. Company secretary, registered and principal administrative office and share registry

The Company Secretary is Mr Alex Neuling.

The Company’s principal and administrative office is at Level 1, 44 Ord Street, Perth WA 6005.

The Company’s Share Registry is maintained by Computershare Investor Services Pty Ltd, Level 2,

45 St Georges Terrace, Perth WA 6000.

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