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Australia Oriental Minerals NL Annual Report 31 December 2011 ACN 010 126 708 For personal use only
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Page 1: Australia Oriental Minerals NL - · PDF fileAustralia Oriental Minerals NL shares are listed on the ... International Limited, ... He has held executive positions with Esso Australia

Australia Oriental Minerals NL

Annual Report 31 December 2011

ACN 010 126 708

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Mr Patrick J D Elliott

Solicitors

680 George Street

Level 12

341 George StreetSydney NSW 2000

Directors

Company secretary

www.aominerals.com.au

Level 36, 100 Miller Street

Australia Oriental Minerals NL shares are listed on the Australian Securities Exchange (ASX code: AOM)

Website address

Stock exchange listing

Bankers

Sydney NSW 2000

207 Kent StreetLevel 7Registries Limited

341 George Street

North Sydney NSW 2060

National Australia Bank

Sydney NSW 2000

Sydney NSW 2000

Ernst & YoungAuditorErnst & Young Centre

Addisons Lawyers

Sydney NSW 2000

Suite 4, Level 9Principal place of business

Registered office

Share register

Australia Oriental Minerals NL

31 December 2011Corporate directory

Mr Andrew Bursill

60 Carrington Street

Suite 4, Level 9

Mr Geoffrey AndrewsMr Andrew Bursill

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Page 3: Australia Oriental Minerals NL - · PDF fileAustralia Oriental Minerals NL shares are listed on the ... International Limited, ... He has held executive positions with Esso Australia

There were no dividends paid or declared during the current or previous financial year.

Torrington EL 6389 (YTC Resources Ltd Joint Venture)

In accordance with an agreement between YTC Resources Limited (“YTC”) and the company during the year, theremaining 30% interest of EL 6389 was sold to YTC for a consideration of $100,000 received as shares in YTC. Theshares were subsequently disposed of for $92,547 resulting in a loss of $7,453.

Emmaville EL 6431, EL 6384, EL 7541

These tenements were relinquished on expiry given the Company has been unable to attract suitable joint venturepartners.

New South Wales

Review of operationsThe loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $574,032(31 December 2010: $6,972,361).

Australia Oriental Minerals NL

Principal activities

Mr Norman Ip Ka Cheung (resigned on 22 June 2011)Dato' Seri Dr Mohd Ajib Anuar (resigned on 22 June 2011)Mr Choo Mun Keong (resigned on 22 June 2011)

The following persons were directors of Australia Oriental Minerals NL during the whole of the financial year and up tothe date of this report, unless otherwise stated:

Directors' report31 December 2011

Section 1 – Exploration Activities in New South Wales and Queensland The Company continued its joint venture exploration activities in both New South Wales and Queensland.

Mr Patrick J D Elliott

The directors present their report, together with the financial statements, on the consolidated entity (referred tohereafter as the 'consolidated entity') consisting of Australia Oriental Minerals NL (referred to hereafter as the'company' or 'parent entity') and the entities it controlled for the year ended 31 December 2011.

Directors

Mr Geoffrey Andrews

Dividends

Mr Chan Kim Fan (resigned on 22 June 2011)

Mr Andrew Bursill

Kiawarra EL 6269 (Silver Mines Ltd Joint Venture)

Under a Joint Venture Agreement, Silver Mines Ltd (“SVL”) are earning 50% of EL 6269 by expending $95,000 onexploration. EL 6269 hosts a number of historic workings and prospects and SVL are targeting high grade silver andassociated lead, zinc, tin and gold mineralization.

There was no fieldwork during the year but further exploration is planned for 2012. Initially, this will consist of fouradditional Induced Polarisation (“IP”) lines to extend the earlier program. If results from the IP program are positive, asecond RC drilling program will follow concentrating on proving extensions to the mineralised lode and to investigateextensions of the mineralised lode at depth.

The principal activities of the consolidated entity during the year were exploration and evaluation of its tenementsprincipally in the areas of gold, tin, base metals, and recently, shale gas and unconventional gas and oil inNew South Wales, Northern Territory and Queensland. A new subsidiary, Palatine Energy Pty Ltd, was incorporatedon 21 September 2011, in which the company has a 75% interest.

There have been no significant changes in the nature of the principal activities during the financial year.

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Australia Oriental Minerals NLDirectors' report31 December 2011

Section 2 - Indonesian Coal Project

The Company’s formerly held interest in the coal mining concession at Muara Teweh in Central Kalimantan was heldvia its 30% owned associate Company, Asiatic Coal Pte Limited (“ACPL”). The Company executed a share saleagreement and received net proceeds of $651,485 from the sale on 14 November 2011, representing the grossproceeds of $1,044,001 less amounts withheld for payments owing to MSC and directors.

Section 3 - Palatine Energy

During the year, the Company entered into an agreement with Dr David Falvey to establish a subsidiary company,Palatine Energy Pty Ltd (Palatine), to secure tenements that are prospective for shale gas, shale oil and other tightgas and oil.

Palatine, which is owned 75% by AOM and 25% by Dr Falvey and his associates, has retained the services of DrFalvey on an exclusive basis to secure tenements prospective for shale gas, and other unconventional gas and oil.

Drilling encountered significant gold and copper values in lead-zinc-silver mineralized breccias and extensive,intensely sulphidic, alteration under cover rocks at the “Instinct” Prospect located 500m to 1000m west of MtMackenzie.

The potential for extensions to this system lies under the volcanic cover outside the limits of all previous drilling.

SmartTrans believes there is also significant potential for high grade deposits at Mount Mackenzie.

There was no other activity during the year. SmartTrans is seeking a suitable joint venture partner for this project.

Mineralisation is evident in: • sulphide matrix polymict breccias of hydrothermal and probable intrusive origin; • well-developed multidirectional quartz- sulphide stockworks; • vughy silica alteration, and;

• haematized and probable supergene zones related to palaeo weathering, immediately below the unconformity withthe cover sequence.

Queensland

Connors Arch Joint Venture

This group, in which SmartTrans is in joint venture with Australia Oriental Minerals NL ("AOM"), covers threetenements at Mount Mackenzie situated in the South Connors Arch Province which is prospective for porphyry-stylecopper-gold deposits and epithermal gold deposits.

Dr Falvey is a geologist and geophysicist with in excess of 35 years of experience in basin analysis and petroleumexploration. Most recently, Dr Falvey provided consulting services to Tamboran Resources Pty Ltd, a privateunconventional gas and oil explorer, where he acquired 10 permits prospective for shale gas over a 2 year period.Prior to this, Dr Falvey was the executive director of the British Geological Survey, a role he retired from in 2006.

Other projects in that group comprising: the Waitara project (EPM 11134 and EPM 12361) was sold during the yearwhile the Marlborough Fault Project (EPM 14500, EPM 14501 and EPM 14502) was relinquished during the year dueto rising expenditure commitments that could no longer be supported by the exploration potential of the tenements.

Mount Mackenzie Prospect (40% equity, 26,240 hectares) (EPM 10006, EPM 12546 and EPM 17515)

Located at Coppermine Creek in Central Queensland, Mount Mackenzie is an advanced exploration project.Diamond drilling by SmartTrans, together with the development of a comprehensive geological and geophysicalmodel, has demonstrated that Mt Mackenzie is one of the largest hydrothermal (high-sulphidation) systems in easternAustralia.

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Australia Oriental Minerals NLDirectors' report31 December 2011

MIL Resources Limited and Acuvax Limited

Title:

Other current directorships:

Former directorships (in the last 3 years):

Non-executive Independent Chairman

Interests in shares:

Patrick J D Elliott

The Company’s operations are regulated by the Mineral Resources Development Legislation in the jurisdictions inwhich it operates. The Company is at all times in full environmental compliance with the conditions of its licences.

Information on directors

Likely developments and expected results of operations

No matter or circumstance has arisen since 31 December 2011 that has significantly affected, or may significantlyaffect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs infuture financial years.

Environmental regulation

Significant changes in the state of affairs

Patrick Elliott holds Bachelor of Commerce and Master of Business Administrationdegrees. He has over 30 years of experience in investment, financial and industrialmanagement having previously been with Consolidated Goldfields Australia Limited,Morgan Grenfell Australia and Natcorp Investments Limited. He is also a director ofseveral other Australian public companies involved in resources development. MrElliott was appointed to the Board on 9 November 1998.Argonaut Resources NL, Crossland Uranium Mines Limited,Global Geoscience Limited and Platsearch NL

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Special responsibilities:

Information on likely developments in the operations of the consolidated entity and the expected results of operationshave not been included in this report because the directors believe it would be likely to result in unreasonableprejudice to the consolidated entity.

Experience and expertise:

35,000,000 indirectly held

None57,430,242 directly and indirectly held

Interests in options:

Matters subsequent to the end of the financial year

Name:

Palatine has submitted uncontested applications for two tenements (EP 253 and EPA 286) covering approximately1,056km2 in the Amadeus Basin in the Northern Territory. The tenements are considered to be highly prospective forshale oil & gas and they are in close proximity to conventional oil & gas discoveries of Mereenie, West Walker, PalmValley and Mt Winter. The two applications are currently subject to finalisation of Environmental and Native Titleconsiderations.

Palatine also submitted contested applications for four tenements considered prospective for shale gas and oil inQueensland. The results of these applications should be available soon.

Section 4 – Ongoing Funding

With the receipt of the ACPL payment, the Company confirms it now has sufficient funding in place for the next 12-18months to fund its expansion into unconventional oil and gas and other operating activities.

The information in Section 1 of this report is based on information compiled by Phillip Kimber, who is a member of the Australian Institute of

Mining and Metallurgy. Phillip Kimber 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 Competent Person as defined in the 2004 Edition of the “Australasian Code

for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Phillip Kimber consents to the inclusion in this report of the matters

based on his information in the form and context in which it appears.

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Australia Oriental Minerals NLDirectors' report31 December 2011

Executive Director and Company Secretary

NoneSpecial responsibilities:

Experience and expertise:

Mr Bursill was appointed to the position of Non-Executive Director on 18 June 2010. In addition to his appointment asNon-Executive Director Mr Bursill is also the Company Secretary, having been appointed in 2004. Mr Bursill is aChartered Accountant with more than 10 years’ experience as a Director and Company Secretary of numerouspublicly listed entities.

Company secretary

Mr Bursill was appointed to the position of Non-Executive Director on 18 June 2010and Executive Director on 22 June 2011. In addition to his appointment as DirectorMr Bursill is also the Company Secretary, having been appointed in 2004. Mr Bursillis a Chartered Accountant with more than 10 years’ experience as a Director andCompany Secretary of numerous publicly listed entities.

In addition to his appointment at Australia Oriental Minerals NL, Mr Bursill is currentlya Director and Company Secretary of Argonaut Resources NL and CompanySecretary of Aguia Resources Limited, Kibaran Nickel Limited, Site GroupInternational Limited, MOKO.mobi Limited and and Elk Petroleum Limited andseveral other unlisted public and private companies.

Former directorships (in the last 3 years):

None

Interests in shares:

120,500,000

None

Former directorships (in the last 3 years):

21,145,625

Name:

Special responsibilities:

Title:

Interests in shares:

Andrew Bursill

Geoffrey AndrewsNon- Executive Director

Argonaut Resources NL (ASX listed)

Interests in options:

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorshipsin all other types of entities, unless otherwise stated.

Experience and expertise:

'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities onlyand excludes directorships in all other types of entities, unless otherwise stated.

Other current directorships:

Other current directorships:

Mr Andrews holds a Bachelor of Engineering degree in Mining Engineering from theUniversity of New South Wales. He has 40 years experience in exploration andproject planning, evaluation and development in Australian coal, minerals andpetroleum industries as well in strategic and business planning, commercial andregulatory matters.

He has held executive positions with Esso Australia Limited and Exxon Coal andMinerals Australia Limited and is presently Director and Principal of AndrewsConsulting Group, a specialist consultant to the coal and minerals industry and theirservice suppliers. Mr Andrews was appointed to the Board on 28 January 2009.

7,500,00034,375,000

Name:

Petrel Energy Limited (formerly Orion Petroleum Limited)

Title:

None

Interests in options:

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Australia Oriental Minerals NLDirectors' report31 December 2011

Attended Held4 5 4 4 1 4 2 4 2 4 5 5 5 5

ABCDE

●●●●

●●●

Dato' Seri Dr Mohd Ajib Mr Choo Mun KeongMr Geoffrey AndrewsMr Andrew Bursill

The remuneration structure for Non-Executive Directors is based on the following factors:

the overall performance of the market in which the Company operates

A Principles used to determine the nature and amount of remuneration

experience of the individual concerned

The objective of the consolidated entity's and executive reward framework is to ensure reward for performance iscompetitive and appropriate for the results delivered. The framework aligns reward of executive directors and seniormanagement with the achievement of strategic objectives and the creation of value for shareholders, and conformswith the market best practice for delivery of reward. The Board of Directors ('the board') ensures that executive rewardsatisfies the following key criteria for good reward governance practices:

Meetings of directorsThe number of meetings of the company's Board of Directors held during the year ended 31 December 2011, and thenumber of meetings attended by each director were:

Held: represents the number of meetings held during the time the director held office.

The remuneration report, which has been audited, outlines the director and executive remuneration arrangements forthe consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and itsRegulations.

Remuneration report (audited)

Mr Patrick J D ElliottMr Chan Kim Fan

Full Board

The remuneration report is set out under the following main headings:Principles used to determine the nature and amount of remuneration

Mr Norman Ip Ka Cheung

Additional information

Service agreementsShare-based compensation

Details of remuneration

the overall performance of the Company

competitiveness and reasonablenessacceptability to shareholdersperformance linkage / alignment of executive compensationtransparency

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Australia Oriental Minerals NLDirectors' report31 December 2011

●●●●●●●

Post-employment Share-based Share-based

benefits payments payments

Cash salary Non- Super- Equity-and fees Bonus monetary annuation Options settled Total

$ $ $ $ $ $ $

5,000 - - - 30,600 15,000 50,600

5,000 - - - 7,650 15,000 27,650

24,000 - - - - - 24,000 5,000 - - - 114,750 15,000 134,750

39,000 - - - 153,000 45,000 237,000

*

Geoffrey Andrews

Mr Chan Kim Fan (resigned 22 June 2011)Mr Dato' Seri Dr Mohd Ajib Anuar (resigned 22 June 2011)Mr Norman Ip Ka Cheung (resigned 22 June 2011)

The key management personnel of the consolidated entity consisted of the following directors of Australia OrientalMinerals NL:

Amounts of remuneration

Details of the remuneration of the directors, other key management personnel (defined as those who have theauthority and responsibility for planning, directing and controlling the major activities of the consolidated entity) andspecified executives of Australia Oriental Minerals NL are set out in the following tables.

Patrick J D Elliott

Mr Patrick J D ElliottMr Geoffrey AndrewsMr Andrew Bursill

Mr Choo Mun Keong (resigned 22 June 2011)

Executive

Directors:

Chan Kim Fan*

resigned on 22 June 2011

2011

B Details of remuneration

Name

Short-term benefits

Andrew Bursill

Non-Executive

Directors:

There was no remuneration paid to the other directors associated with MSC during the year.

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Australia Oriental Minerals NLDirectors' report31 December 2011

Post-employment Share-based Share-based

benefits payments payments

Cash salary Non- Super- Equity-and fees Bonus monetary annuation Options settled Total

$ $ $ $ $ $ $

20,000 - - - - - 20,000

20,000 - - - - - 20,000

20,000 - - - - - 20,000

20,000 - - - - - 20,000

20,000 - - - - - 20,000 10,834 - - - - - 10,834

53,964 - - - - - 53,964

164,798 - - - - - 164,798

No of shares Fair value $

44,375,000 $0.0016 71,000

34,375,000 $0.0016 55,000 16,145,625 $0.0016 25,833

8 December 2011

Name

Issue of shares

Date

Formal service agreements are in place for key management personnel. The executive director's contract has nofixed term and no notice is required to terminate. Refer to related party note for company secretarial services to theconsolidated entity.

Patrick J D Elliott

Geoffrey AndrewsAndrew Bursill

C Service agreements

2010

Andrew Bursill

Short-term benefits

Chan Kim Fan

Geoffrey Andrews

Norman Ip Ka Cheung

Patrick Elliott

D Share-based compensation

8 December 2011

Details of shares issued to directors and other key management personnel as part of compensation during the yearended 31 December 2011 are set out below:

8 December 2011

The Company issued 94,895,625 shares in the Company at $0.0016 each to key management personnel as paymentin lieu of cash for accrued remuneration due, of which 28,125,000 or $45,000 relate to remuneration for the currentfinancial year.

Choo Mun Keong

Executive

Directors:

Dato’ Seri Dr Mohd Ajib Anuar

Non-Executive

Directors:

Name

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Australia Oriental Minerals NLDirectors' report31 December 2011

Fair valueper option

Exercise price at grant date

$0.0300 $0.0027$0.0030 $0.0012

2011 2010 2011 2010

30,000,000 - 30,000,000 -

7,500,000 - 7,500,000 -

112,500,000 - 112,500,000 -

Value of Value of Value of Remunerationoptions options options consisting ofgranted exercised lapsed options

during the during the during the for theyear year year year

$ $ $ %

30,600 - - 60 7,650 - - 28

114,750 - - 85

2007 2008 2009 2010 2011$ $ $ $ $

(331,961) (781,645) (880,921) (6,972,361) (574,032)

2007 2008 2009 2010 2011

(0.110) (0.110) (0.070) (0.320) (0.026)Basic earnings per share (cents per share)

Details of options over ordinary shares issued to directors and other key management personnel as part ofcompensation during the year ended 31 December 2011 are set out below:

8 December 2013

exercisable date

The factors that are considered to affect total shareholders return (TSR) are summarised below:

Loss after tax

during the year

28 November 2008

Andrew Bursill

8 December 2011

The terms and conditions of each grant of options affecting remuneration of directors and other key managementpersonnel in this financial year or future reporting years are as follows:

Number of options granted

Patrick J D Elliott

28 November 2008

Options granted carry no dividend or voting rights.

The earnings of the consolidated entity for the five years to 31 December 2011 are summarised below:

Name

Geoffrey Andrews

8 December 2011

Grant date Expiry date

31 December 2013

This concludes the remuneration report, which has been audited.

E Additional information

Geoffrey Andrews

Vesting date and

Options

Number of options vestedduring the year

Values of options over ordinary shares granted, exercised and lapsed for directors and other key managementpersonnel during the year ended 31 December 2011 are set out below:

Andrew Bursill

Patrick J D Elliott

Name

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Australia Oriental Minerals NLDirectors' report31 December 2011

The company has not otherwise, during or since the the financial year, insured or agreed to insure the directors of thecompany against a liability incurred by the directors.

Officers of the company who are former audit partners of Ernst & Young

The directors are of the opinion that the services as disclosed in note 24 to the financial statements do notcompromise the external auditor’s independence for the following reasons:

Non-audit services

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings onbehalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of takingresponsibility on behalf of the company for all or part of those proceedings.

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity andobjectivity of the auditor, andnone of the services undermine the general principles relating to auditor independence as set out in APES110 Code of Ethics for Professional Accountants issued by the Accounting Professional and EthicalStandards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks andrewards.

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by theauditor are outlined in note 24 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or byanother person or firm on the auditor's behalf), is compatible with the general standard of independence for auditorsimposed by the Corporations Act 2001.

The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of thecompany or any related entity against a liability incurred by the auditor.

Indemnity and insurance of auditor

There are no officers of the company who are former audit partners of Ernst & Young.

Indemnity and insurance of officers

There were no shares of Australia Oriental Minerals NL issued on the exercise of options during the year ended 31December 2011.

Proceedings on behalf of the company

Shares issued on the exercise of options

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Australia Oriental Minerals NLDirectors' report31 December 2011

Auditor's independence declaration

Sydney

26 March 2012

Chairman

________________________________Patrick J D Elliott

On behalf of the directors

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is setout on the following page.

Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.Auditor

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act2001.

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Michael Berrington
Stamp
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Australia Oriental Minerals NL Corporate governance statement 31 December 2011

The board of directors of Australia Oriental Minerals NL is responsible for the corporate governance of the consolidated entity. The board monitors the business affairs of the consolidated entity on behalf of the shareholders by whom they are elected and to whom they are accountable.

The board of directors acknowledges the Principles of Good Corporate Governance and Best Practice Recommendations set by the Australian Stock Exchange (“ASX”) Corporate Governance Council. However in view of the Company’s current size and extent of nature of operations, full adoption of the recommendations is currently not practical. The board will continue to work towards full adoption of the recommendations in line with growth and development of the Company in the years ahead. Where the Company’s framework is different to the Principles of Good Corporate Governance and Best Practice Recommendations set by the Australian Stock Exchange (“ASX”) Corporate Governance Council, it has been noted.

A summary of the current corporate governance practices as adopted by the board are as follows:

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1 – Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions

The primary responsibilities of the board include:

• The approval of the annual and half-yearly financial report;

• The establishment of the long term goals of the entity and strategic plans to achieve those goals;

• The review and adoption of annual budgets for the financial performance of the Company and monitoring the results on a quarterly basis;

• Ensuring that the entity has implemented adequate internal controls together with appropriate monitoring of compliance activities; and

• Ensuring that the entity is able to pay its debts as and when they fall due.

The Company discloses the curriculum vitae of each director in its Annual Report.

The Company’s executive management comprises the Executive Director and Chief Financial Officer (Andrew Bursill), to whom the board delegates responsibilities as outlined contractually and as expected for these executive positions.

Recommendation 1.2 – Companies should disclose the process for evaluating the performance of senior executives

The objective of the Company’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The board ensures that executive reward satisfies the following criteria for good reward governance practices:

• competitiveness and reasonableness

• acceptability to shareholders

• transparency

• capital management

The remuneration structure for directors, secretaries and senior managers is based on the following factors:

• experience of the individual concerned

• the overall performance of the market in which the consolidated entity operates

• the overall performance of the consolidated entity

Recommendation 1.3 – Companies should disclose the process for evaluating the performance of senior executives

Given the limited number of senior executives, their performance is reviewed by the board as part of the ordinary course of meetings of the directors.

There have been no departures from Principle 1 during the year ending 31 December 2011.

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Australia Oriental Minerals NL Corporate governance statement 31 December 2011

Principle 2: Structure the board to add value

Recommendation 2.1 – A majority of the board should be independent directors

Recommendation 2.2 – The chair should be an independent director

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

Recommendation 2.4 – The board should establish a nomination committee

Recommendation 2.5 – Companies should disclose the process for evaluating the performance of the board, its committees and individual directors

Recommendation 2.6 – Companies should provide the information indicated in the Guide to reporting on Principle 2

• The skills, experience and expertise relevant to the position of director and period of office held by each director is disclosed within the directors’ report of the Company’s Annual Report.

• Presently the board consists of two non-executive directors and one executive director.

• With the prior approval of Chairman, each director has the right to seek independent legal and other professional advice at the entity’s expense concerning any aspect of the entity’s operations or undertaking in order to fulfill their duties and responsibilities as directors.

• The Company does not presently have a nomination committee. Due to the size and nature of the activities of the Company, the nomination of new directors is conducted by the board by way of ongoing review and discussion in relation to experience deficiencies that may exist within the existing board structure.

• The performance of the board is reviewed as part of the ordinary course of meetings of the directors and is considered by shareholders through the approval of director appointments at the Annual General Meeting.

There have been the following departures from Principle 2 during the year ending 31 December 2011:

Recommendation 2.1 – Following the resignation of all Malaysian Smelting Company directors from the board of the consolidated entity on 22 June 2011 (as noted in the Directors Report) the board now consists of 3 directors of which 2 are independent. Directors of the consolidated entity are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with — or could reasonably be perceived to materially interfere with — the exercise of their unfettered and independent judgement.

Recommendation 2.4 – Due to the size of the consolidated entity’s operations, nomination of new directors is considered by the full board and therefore the Company does not have a nomination committee.

Principle 3: Promote ethical and responsible decision making

Recommendation 3.1 – Companies should establish a code of conduct and disclose the code

The board endeavours to ensure that the directors, officers and employees of the consolidated entity act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities.

Specifically, that directors, officers and employees must:

• Comply with the law

• Act in the best interests of the consolidated entity

• Be responsible and accountable for their actions, and

• Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.

Recommendation 3.2 – Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.

Recommendation 3.3 – Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.

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Australia Oriental Minerals NL Corporate governance statement 31 December 2011

Recommendation 3.4 – Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executives positions and women on the board.

Recommendation 3.5 – Companies should provide the information indicated in the Guide to reporting on Principle 3

Due to the Company’s size and nature of operations, limited to joint venture operations where the Company is not an active partner, there are no women in senior executive positions. The board remains conscious of the requirement to establish reasonable objectives for achieving gender diversity.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1 – The board should establish an audit committee

Recommendation 4.2 – The audit committee should be structured so that it: (i) consists only of non-executive directors, (ii) consists of a majority of non-executive directors; (iii) is chaired by an independent chair, who is not the chair of the board; and (iv) has at least three members.

Recommendation 4.3 – The audit committee should have a formal charter

Recommendation 4.4 – Companies should provide the information indicated in the Guide to reporting on Principle 4

There have been the following departures from Principle 4 during the year ending 31 December 2011:

Recommendations 4.1, 4.2, 4.3 – Due to the Company’s size and nature of operations, limited to joint venture operations where the Company is not an active partner, the board is actively involved in ongoing operational and financial review. As a result the functions ordinarily undertaken by an audit committee are undertaken by the board of directors of the Company.

Principle 5: Make timely and balance disclosure

Recommendation 5.1 – Companies should put in place mechanisms designed to ensure compliance with the ASX Listing Rule requirements.

The board and company secretary have been appointed as the persons responsible for communications with the Australian Stock Exchange (ASX). These persons are also responsible for ensuring the compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and co-ordinating information disclosure to the ASX.

Recommendation 5.2 – Companies should provide the information indicated in the Guide to reporting on Principle 5

There have been no departures from Principle 5 during the year ending 31 December 2011.

Principle 6: Respect the rights of shareholders

Recommendation 6.1 – Companies should design a communications policy for promoting effective communication with shareholders.

The board and the company secretary are responsible for the communications strategy to promote effective communications with shareholders and encourage effective participation at general meeting. Due to the size of the Company, all communications are prepared and administered in-house.

The Company provides an update on its activities on a quarterly basis as required under the ASX Listing Rules.

Recommendation 6.2 – Companies should provide the information indicated in the Guide to reporting on Principle 6

There have been no departures from Principle 6 during the year ending 31 December 2011.

Principle 7: Recognise and manage risk

Recommendation 7.1 – Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.

The board is responsible for the consolidated entity’s system of internal controls. The board constantly monitors the operation and financial aspects of the entity’s activities and considers the recommendations and advice of external auditors and other external advisers on the operations and financial risks that face the consolidated entity.

The board ensures that recommendations made by the external auditors and other external advisers are investigated and, where considered necessary, appropriate action is taken to ensure that the entity has an appropriate internal control environment in place to manage the key risks identified.

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Australia Oriental Minerals NL Corporate governance statement 31 December 2011

In addition, the board investigates ways of enhancing existing risk management strategies, including appropriate segregation of duties and the employment and training of suitably qualified and experienced personnel.

The Company obtains statements from its chief executive officer and chief financial officer that:

• the consolidated entity’s financial reports present a true and fair view in all material respects, of the consolidated entity’s financial condition and operational results are in accordance with the relevant accounting standards. Furthermore, the Board of directors does, in its role, state to shareholders in the consolidated entity’s accounts that they are true and fair, in all material respects

• the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control which implements policies adopted by the board

• the consolidated entity’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

The board believes the consolidated entity’s risk management and internal compliance and control procedures are operating efficiently and effectively in all material aspects appropriate for a company of Australia Oriental Minerals NL’s size and nature.

Recommendation 7.2 – The board should require management to design and implement a risk management and internal control system to manage the Company’s material business risks.

Recommendation 7.3 – Companies should disclose whether it has received assurance from the chief executive officer and chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and that the system is operating effectively in all material respects in relation to financial reporting risks.

Recommendation 7.4 – Companies should provide the information indicated in the Guide to reporting on Principle 7

There have been no departures from Principle 7 during the year ending 31 December 2011.

The Company has received an update from management as to the effectiveness of the Company’s management of its material business risks.

The board has received assurance from the chief executive officer and chief financial officer under Recommendation 7.3.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 – The board should establish a remuneration committee

Recommendation 8.2 - The remuneration committee should be structured so that it:

• consists of a majority of independent directors

• is chaired by an independent chair

• has at least three members

Recommendation 8.3 – Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.

Recommendation 8.4 – Companies should provide the information indicated in the Guide to reporting on Principle 8

The Company does not have any scheme for retirement benefits, other than superannuation, for any directors.

There have been the following departures from Principle 8 during the year ending 31 December 2011:

Recommendations 8.1 and 8.2– Due to the Company’s size, nature of operations, and limited executive team, the board is actively involved in ongoing remuneration policy. As a result the functions ordinarily undertaken by a remuneration committee are undertaken by the board of directors of the Company.

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Page

18192021225152

Suite 4, Level 9341 George StreetSydney NSW 2000

General information

The financial report covers Australia Oriental Minerals NL as a consolidated entity consisting of Australia OrientalMinerals NL and the entities it controlled. The financial report is presented in Australian dollars, which is AustraliaOriental Minerals NL's functional and presentation currency.

Contents

Financial report

Notes to the financial statementsDirectors' declaration

Independent auditor's report to the members of Australia Oriental Minerals NL

The financial report consists of the financial statements, notes to the financial statements and the directors'declaration.

Statement of comprehensive incomeStatement of financial positionStatement of changes in equityStatement of cash flows

Australia Oriental Minerals NL

For the year ended 31 December 2011Financial report

A description of the nature of the consolidated entity's operations and its principal activities are included in thedirectors' report, which is not part of the financial report.

The financial report was authorised for issue, in accordance with a resolution of directors, on 26 March 2012. Thedirectors have the power to amend and reissue the financial report.

Australia Oriental Minerals NL is a listed public company limited by shares, incorporated and domiciled in Australia. Itsregistered office and principal place of business is:

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Note 2011 2010$ $

4 1,380 2,905

5 45,920 -

6 (99) (961)(22,021) (6,111,984)(7,353) (158,938)

(84,000) (164,798)(187,354) (167,975)(36,002) (35,895)

- (305,745)(198,900) -

6 (96,705) (28,970)

(585,134) (6,972,361)

7 - -

(585,134) (6,972,361)

- -

(585,134) (6,972,361)

(11,102) - 19 (574,032) (6,972,361)

(585,134) (6,972,361)

(11,102) - (574,032) (6,972,361)

(585,134) (6,972,361)

Cents Cents

31 (0.026) (0.320)31 (0.026) (0.320)

Total comprehensive income for the year is attributable to:Non-controlling interestOwners of Australia Oriental Minerals NL

Loss after income tax expense for the year

Income tax expense

Owners of Australia Oriental Minerals NL

Other income

Revenue

Depreciation and amortisation expense

Corporate expenses

Directors fees

Equity accounted loss for associates

Exploration expense

Share based paymentsOther expenses

Consolidated

Expenses

Australia Oriental Minerals NL

For the year ended 31 December 2011Statement of comprehensive income

Professional fees

Impairment of assets

Loss before income tax expense

Diluted earnings per shareBasic earnings per share

Non-controlling interest

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Loss for the year is attributable to:

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

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Note 2011 2010$ $

8 508,049 119,909 9 13,704 2,728 10 9,981 -

531,734 122,637 11 - 1,084,565

531,734 1,207,202

12 15,500 15,599 13 1,661,193 1,656,973 14 115,000 125,000

1,791,693 1,797,572

2,323,427 3,004,774

15 80,483 527,479 80,483 527,479

16 50,000 50,000 50,000 50,000

130,483 577,479

2,192,944 2,427,295

17 45,597,231 45,445,398 18 376,750 177,850 19 (43,769,985) (43,195,953)

2,203,996 2,427,295 20 (11,052) -

2,192,944 2,427,295

Non-controlling interestEquity attributable to the owners of Australia Oriental Minerals NL

Reserves

Property, plant and equipment

Other

Total liabilities

Exploration and evaluation

Liabilities

Total non-current assets

Current assets

Assets

Cash and cash equivalents

Other

Non-current assets classified as held for sale

Accumulated losses

Trade and other receivables

Total current liabilities

Current liabilities

Non-current assets

Total current assets

Total equity

Total non-current liabilities

Net assets

Australia Oriental Minerals NLStatement of financial positionAs at 31 December 2011

Consolidated

Trade and other payables

Total assets

Contributed equityEquity

Non-current liabilitiesProvisions

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

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Ordinary

Share based

payments Totalshares reserve equity

$ $ $ $ $ $

45,457,916 177,850 (36,223,592) 9,412,174

- - - - - -

- - - (6,972,361) - (6,972,361)

- - - (6,972,361) - (6,972,361)

(12,518) - - - (12,518)

- 45,445,398 177,850 (43,195,953) - 2,427,295

Ordinary Totalshares equity

$ $ $ $ $ $

45,445,398 177,850 (43,195,953) - 2,427,295

- - - - - -

- - - (574,032) (11,102) (585,134)

- - - (574,032) (11,102) (585,134)

151,833 - - 50 151,883 - 198,900 - - 198,900

- 45,597,231 376,750 (43,769,985) (11,052) 2,192,944

Transactions with owners in

their capacity as owners:

Balance at 31 December 2011

Contributions of equity, net of transaction costsShare-based payments

Other comprehensive income for the year, net of taxLoss after income tax expense for the year

Total comprehensive income for the year

Balance at 1 January 2011

Australia Oriental Minerals NL

For the year ended 31 December 2011Statement of changes in equity

Other comprehensive income for the year, net of tax

axs

Loss after income tax expense for the year

Total comprehensive income for the year

Capital raising costs

Balance at 31 December 2010

Consolidated

Transactions with owners in

their capacity as owners:

ConsolidatedBalance at 1 January 2010

Accumulatedlosses interest

Non-controlling

reserve

Share based

payments Accumulatedlosses

Non-controlling

interest

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

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Note 2011 2010$ $

(287,002) (277,613)1,380 2,905

30 (285,622) (274,708)

(116,241) (81,907)138,468 - 651,485 -

673,712 (81,907)

50 - - (12,518)

50 (12,518)

388,140 (369,133)119,909 489,042

8 508,049 119,909

Consolidated

Cash flows from operating activities

Interest received

Payments for exploration expenditure capitalised

Payments to suppliers and employees (inclusive of GST)

Net cash used in operating activities

Australia Oriental Minerals NL

For the year ended 31 December 2011Statement of cash flows

Cash and cash equivalents at the beginning of the financial year

Cash and cash equivalents at the end of the financial year

Cash flows from investing activities

Net cash from/(used in) financing activities

Proceeds from issue of shares in Palatine Energy Pty Limited

Proceeds from sale of investmentsProceeds from sale of prospects

Share issue transaction costs

Net increase/(decrease) in cash and cash equivalents

Cash flows from financing activities

Net cash from/(used in) investing activities

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

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Page 23: Australia Oriental Minerals NL - · PDF fileAustralia Oriental Minerals NL shares are listed on the ... International Limited, ... He has held executive positions with Esso Australia

The consolidated entity has applied AASB 2009-10 from 1 January 2011. The amendments clarified that rights,options or warrants to acquire a fixed number of an entity's own equity instruments for a fixed amount in any currencyare equity instruments if the entity offers the rights, options or warrants pro-rata to all existing owners of the sameclass of its own non-derivative equity instruments. The amendment therefore provided relief to entities that issuerights in a currency other than their functional currency from treating the rights as derivatives with fair value changesrecorded in profit or loss.

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

31 December 2011

The consolidated entity has applied AASB 2010-3 amendments from 1 January 2011. The amendments resulted insome accounting changes for presentation, recognition or measurement purposes, whilst some amendments relatedto terminology and editorial changes had no or minimal effect on accounting. The main changes were:AASB 127 'Consolidated and Separate Financial Statements' and AASB ‘3 Business Combinations’ – theamendments clarified that contingent consideration from a business combination that occurred before the effectivedate of revised AASB 3 is not to be restated; the scope of the measurement choices of non-controlling interest islimited to when the rights acquired include entitlement to a proportionate share of net assets in the event ofliquidation; and required an entity in a business combination to account for the replacement of acquiree's share-basedpayment transactions, unreplaced and voluntarily replaced, by splitting between consideration and post combinationexpenses.

Notes to the financial statements

New, revised or amending Accounting Standards and Interpretations adopted

Australia Oriental Minerals NL

Note 1. Significant accounting policies

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretationsissued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not beenearly adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financialperformance or position of the consolidated entity.

AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements

Project

The consolidated entity has applied AASB 2010-4 amendments from 1 January 2011. The amendments madenumerous non-urgent but necessary amendments to a range of Australian Accounting Standards and Interpretations.The amendments provided clarification of disclosures in AASB 7 'Financial Instruments: Disclosures', in particularemphasis of the interaction between quantitative and qualitative disclosures and the nature and extent of risksassociated with financial instruments; clarified that an entity can present an analysis of other comprehensive incomefor each component of equity, either in the statement of changes in equity or in the notes in accordance with AASB101 'Presentation of Financial Instruments'; and provided guidance on the disclosure of significant events andtransactions in AASB 134 'Interim Financial Reporting'.

AASB 2009-10 Amendments to AASB 132 - Classification of Rights Issues

AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project

The consolidated entity has applied Interpretation 19 from 1 January 2011. The interpretation clarified that equityinstruments issued to a creditor to extinguish a financial liability qualifies as consideration paid. The equityinstruments issued are measured at their fair value, or if not reliably measured, at the fair value of the liabilityextinguished, with any gain or loss recognised in profit or loss.

Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Parent entity information

Historical cost convention

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidatedentity only. Supplementary information about the parent entity is disclosed in note 28.

The consolidated entity has applied AASB 2010-5 amendments from 1 January 2011. The amendments madenumerous editorial amendments to a range of Australian Accounting Standards and Interpretations, includingamendments to reflect changes made to the text of International Financial Reporting Standards by the InternationalAccounting Standards Board.

Note 1. Significant accounting policies (continued)

These general purpose financial statements have been prepared in accordance with Australian Accounting Standardsand Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001.These financial statements also comply with International Financial Reporting Standards as issued by theInternational Accounting Standards Board ('IASB').

The consolidated entity has applied AASB 124 (revised) from 1 January 2011. The revised standard simplified thedefinition of a related party by clarifying its intended meaning and eliminating inconsistencies from the definition. Asubsidiary and an associate with the same investor are related parties of each other; entities significantly influencedby one person and entities significantly influenced by a close member of the family of that person are no longerrelated parties of each other; and whenever a person or entity has both joint control over a second entity and jointcontrol or significant influence over a third party, the second and third entities are related to each other.

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requiresmanagement to exercise its judgement in the process of applying the consolidated entity's accounting policies. Theareas involving a higher degree of judgement or complexity, or areas where assumptions and estimates aresignificant to the financial statements, are disclosed in note 2.

The financial statements have been prepared under the historical cost convention, except for, where applicable, therevaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss,investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Basis of preparation

AASB 2010-5 Amendments to Australian Accounting Standards

AASB 124 Related Party Disclosures (December 2009)

Critical accounting estimates

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Foreign currency translation

Principles of consolidation

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entityare eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment ofthe asset transferred. Accounting policies of subsidiaries and special purpose entities have been changed wherenecessary to ensure consistency with the policies adopted by the consolidated entity.

Note 1. Significant accounting policies (continued)

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilitiesand non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity.The consolidated entity recognises the fair value of the consideration received and the fair value of any investmentretained together with any gain or loss in profit or loss.

Foreign currency translationThe financial report is presented in Australian dollars, which is Australia Minerals NL's functional and presentationcurrency.

Foreign currency transactionsForeign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates ofthe transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from thetranslation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currenciesare recognised in profit or loss.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'businesscombinations' accounting policy for further details. A change in ownership interest, without the loss of control, isaccounted for as an equity transaction, where the difference between the consideration transferred and the bookvalue of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Australia OrientalMinerals NL ('company' or 'parent entity') as at 31 December 2011 and the results of all subsidiaries and specialpurpose entities for the year then ended. Australia Oriental Minerals NL, its subsidiaries and special purpose entitiestogether are referred to in these financial statements as the 'consolidated entity'.

Foreign operationsThe assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at thereporting date. The revenues and expenses of foreign operations are translated into Australian dollars using theaverage exchange rates, which approximates the rate at the date of the transaction, for the period. All resultingforeign exchange differences are recognised in the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposedof.

Subsidiaries are all those entities over which the consolidated entity has the power to govern the financial andoperating policies, generally accompanying a shareholding of more than one-half of the voting rights. The effects ofpotential exercisable voting rights are considered when assessing whether control exists. Subsidiaries are fullyconsolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated fromthe date that control ceases.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement ofcomprehensive income and statement of financial position of the consolidated entity. Losses incurred by theconsolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Trade and other receivables

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply whenthe assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,except for:

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assetsagainst current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the sametaxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously.

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset orliability in a transaction that is not a business combination and that, at the time of the transaction, affectsneither the accounting nor taxable profits; or

Note 1. Significant accounting policies (continued)

Income tax

When the taxable temporary difference is associated with investments in subsidiaries, associates orinterests in joint ventures, and the timing of the reversal can be controlled and it is probable that thetemporary difference will not reverse in the foreseeable future.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferredtax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be availablefor the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extentthat it is probable that there are future taxable profits available to recover the asset.

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

Cash and cash equivalentsCash 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 amountsof cash and which are subject to an insignificant risk of changes in value.

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on theapplicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributableto temporary differences and unused tax losses and the adjustment recognised for prior periods, where applicable.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculatingthe amortised cost of a financial asset and allocating the interest income over the relevant period using the effectiveinterest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of thefinancial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Other receivables are recognised at amortised cost, less any provision for impairment.

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and therevenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Revenue recognition

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current iscarried forward as an asset in the statement of financial position where it is expected that the expenditure will berecovered through the successful development and exploitation of an area of interest, or by its sale; or explorationactivities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of theexistence or otherwise of economically recoverable reserves. Where a project or an area of interest has beenabandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant andequipment (excluding land) over their expected useful lives as follows:

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at eachreporting date.

Exploration and evaluation assets

Note 1. Significant accounting policies (continued)

Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale arepresented separately on the face of the statement of financial position, in current assets. The liabilities of disposalgroups classified as held for sale are presented separately on the face of the statement of financial position, in currentliabilities.

Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will berecovered principally through a sale transaction rather than through continuing use. They are measured at the lowerof their carrying amount and fair value less costs to sell. For non-current assets or assets of disposal groups to beclassified as held for sale, they must be available for immediate sale in their present condition and their sale must behighly probable.

An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets ofdisposal groups to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value lesscosts to sell of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairmentloss previously recognised.

Non-current assets or disposal groups classified as held for sale

Land is shown at cost.Property, plant and equipment

Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of thelease or the estimated useful life of the assets, whichever is shorter.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and otherexpenses attributable to the liabilities of assets held for sale continue to be recognised.

5 to 33%

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical costincludes expenditure that is directly attributable to the acquisition of the items.

Plant and equipment

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefitto the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken toprofit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are testedannually for impairment, or more frequently if events or changes in circumstances indicate that they might beimpaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by whichthe asset's carrying amount exceeds its recoverable amount.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independentlydetermined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price,the term of the option, the impact of dilution, the share price at grant date and expected price volatility of theunderlying share, the expected dividend yield and the risk free interest rate for the term of the option, together withnon-vesting conditions that do not determine whether the consolidated entity receives the services that entitle theemployees to receive payment. No account is taken of any other vesting conditions.

Employee benefits

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of thefinancial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are notdiscounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Trade and other payables

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over thevesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award,the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. Theamount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date lessamounts already recognised in previous periods.

Impairment of non-financial assets

Note 1. Significant accounting policies (continued)

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of apast event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can bemade of the amount of the obligation. The amount recognised as a provision is the best estimate of the considerationrequired to settle the present obligation at the reporting date, taking into account the risks and uncertaintiessurrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-taxrate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a financecost.

Share-based payments

Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchangefor the rendering of services.

Recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. The value-in-use is thepresent value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to theasset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows aregrouped together to form a cash-generating unit.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to marketconditions are considered to vest irrespective of whether or not that market condition has been met, provided all otherconditions are satisfied.

Provisions

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy thecondition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employeeand is not satisfied during the vesting period, any remaining expense for the award is recognised over the remainingvesting period, unless the award is forfeited.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxauthority.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remainingexpense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelledand new award is treated as if they were a modification.

Basic earnings per share

Diluted earnings per share

Ordinary shares are classified as equity.

Basic earnings per share is calculated by dividing the profit attributable to the owners of Australia Oriental MineralsNL, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinaryshares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during thefinancial year.

Note 1. Significant accounting policies (continued)

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

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not beenmade. An additional expense is recognised, over the remaining vesting period, for any modification that increases thetotal fair value of the share-based compensation benefit as at the date of modification.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take intoaccount the after income tax effect of interest and other financing costs associated with dilutive potential ordinaryshares and the weighted average number of shares assumed to have been issued for no consideration in relation todilutive potential ordinary shares.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GSTrecoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement offinancial position.

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is notrecoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or aspart of the expense.

Contributed equity

Goods and Services Tax ('GST') and other similar taxes

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financingactivities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Earnings per share

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yetmandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 31December 2011. The consolidated entity's assessment of the impact of these new or amended Accounting Standardsand Interpretations, most relevant to the consolidated entity, are set out below.

New Accounting Standards and Interpretations not yet mandatory or early adopted

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

AASB 2010-8 Amendments to Australian Accounting Standards- Deferred Tax: Recovery of Underlying Assets

Note 1. Significant accounting policies (continued)

These amendments are applicable to annual reporting periods beginning on or after 1 January 2012 and a practicalapproach for the measurement of deferred tax relating to investment properties measured at fair value, property, plantand equipment and intangible assets measured using the revaluation model. The measurement of deferred tax forthese specified assets is based on the presumption that the carrying amount of the underlying asset will be recoveredentirely through sale, unless the entity has clear evidence that economic benefits of the underlying asset will beconsumed during its economic life. The consolidated entity is yet to quantify the tax effect of adopting theseamendments from 1 January 2012.

AASB 9 Financial Instruments, 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and

2010-7 Amendments to Australian Accounting Standards arising from AASB 9

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1January 2013 and completes phase I of the IASB's project to replace IAS 39 (being the international equivalent toAASB 139 'Financial Instruments: Recognition and Measurement'). This standard introduces new classification andmeasurement models for financial assets, using a single approach to determine whether a financial asset ismeasured at amortised cost or fair value. To be classified and measured at amortised cost, assets must satisfy thebusiness model test for managing the financial assets and have certain contractual cash flow characteristics. All otherfinancial instrument assets are to be classified and measured at fair value. This standard allows an irrevocableelection on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in othercomprehensive income, with dividends as a return on these investments being recognised in profit or loss. In addition,those equity instruments measured at fair value through other comprehensive income would no longer have to applyany impairment requirements nor would there be any ‘recycling’ of gains or losses through profit or loss on disposal.The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented inother comprehensive income unless it would create an accounting mismatch. The consolidated entity will adopt thisstandard from 1 January 2013 but the impact of its adoption is yet to be assessed by the consolidated entity.

AASB 2010-6 Amendments to Australian Accounting Standards - Disclosures on Transfers of Financial Assets

These amendments are applicable to annual reporting periods beginning on or after 1 July 2011. These amendmentsadd and amend disclosure requirements in AASB 7 about transfer of financial assets, including the nature of thefinancial assets involved and the risks associated with them. The adoption of these amendments from 1 January2012 will increase the disclosure requirements on the consolidated entity when an asset is transferred but is notderecognised and new disclosure required when assets are derecognised but the consolidated entity continues tohave a continuing exposure to the asset after the sale or transfer.

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard has a newdefinition of ‘control’. Control exists when the reporting entity is exposed, or has the rights, to variable returns (e.g.dividends, remuneration, returns that are not available to other interest holders including losses) from its involvementwith another entity and has the ability to affect those returns through its ‘power’ over that other entity. A reporting entity has power when it has rights (e.g. voting rights, potential voting rights, rights to appoint key management, decisionmaking rights, kick out rights) that give it the current ability to direct the activities that significantly affect the investee’sreturns (e.g. operating policies, capital decisions, appointment of key management). The consolidated entity will notonly have to consider its holdings and rights but also the holdings and rights of other shareholders in order todetermine whether it has the necessary power for consolidation purposes. The adoption of this standard from 1January 2013 may have an impact where the consolidated entity has a holding of less than 50% in an entity, has defacto control, and is not currently consolidating that entity.

AASB 11 Joint Arrangements

AASB 119 Employee Benefits (September 2011)

AASB 10 Consolidated Financial Statements

AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from

AASB 13

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1January 2013. The standard provides a single robust measurement framework, with clear measurement objectives,for measuring fair value using the ‘exit price’ and it provides guidance on measuring fair value when a marketbecomes less active. The ‘highest and best use’ approach would be used to measure assets whereas liabilities wouldbe based on transfer value. As the standard does not introduce any new requirements for the use of fair value, itsimpact on adoption by the consolidated entity from 1 January 2013 should be minimal, although there will beincreased disclosures where fair value is used.

AASB 127 Separate Financial Statements (Revised)

AASB 128 Investments in Associates and Joint Ventures (Reissued)

Note 1. Significant accounting policies (continued)

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. It contains the entiredisclosure requirement associated with other entities, being subsidiaries, associates and joint ventures. Thedisclosure requirements have been significantly enhanced when compared to the disclosures previously located inAASB 127 ‘Consolidated and Separate Financial Statements’, AASB 128 ‘Investments in Associates’, AASB 131‘Interests in Joint Ventures’ and Interpretation 112 ‘Consolidation – Special Purpose Entities’. The adoption of thisstandard from 1 January 2013 will significantly increase the amount of disclosures required to be given by theconsolidated entity such as significant judgements and assumptions made by the consolidated entity in determiningwhether it has a controlling or non-controlling interest in another entity and the type of non-controlling interest and thenature and risks involved.

AASB 12 Disclosure of Interests in Other Entities

These standards are applicable to annual reporting periods beginning on or after 1 January 2013. They have beenmodified to remove specific guidance that is now contained in AASB 10, AASB 11 and AASB 12. The adoption ofthese revised standards from 1 January 2013 will not have a material impact on the consolidated entity.

This revised standard is applicable to annual reporting periods beginning on or after 1 January 2013. Theamendments eliminate the corridor approach for the deferral of gains and losses; streamlines the presentation ofchanges in assets and liabilities arising from defined benefit plans, including requiring remeasurements to bepresented in other comprehensive income; and enhances the disclosure requirements for defined benefit plans. Theadoption of the revised standard from 1 January 2013 will require increased disclosures by the consolidated entity.

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard defineswhich entities qualify as joint ventures and removes the option to account for joint ventures using proportionalconsolidation. Joint ventures, where the parties to the agreement have the rights to the net assets will use equityaccounting. Joint Operations, where the parties to the agreements have the rights to the assets and obligations forthe liabilities will account for the assets, liabilities, revenues and expenses separately, using proportionateconsolidation. The adoption of this standard from 1 January 2013 will not have a material impact on the consolidatedentity.

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

AASB 101 Presentation of Financial Statements (Revised)

This revised standard is applicable to annual reporting periods beginning on or after 1 July 2012. The amendmentsrequires grouping together of items within other comprehensive income on the basis of whether they will eventually be‘recycled’ to the profit or loss. The change provides clarity about the nature of items presented as othercomprehensive income and their future impact. The adoption of the revised standard from 1 July 2012 will impact theconsolidated entity’s presentation of its statement of comprehensive income.

The amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The amendmentsmake numerous consequential changes to a range of Australian Accounting Standards and Interpretations, followingthe issuance of AASB 10, AASB 11, AASB 12 and revised AASB 127 and AASB 128. The adoption of theseamendments from 1 January 2013 will not have a material impact on the consolidated entity.

AASB 2011-1 Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project

and AASB 2011-2 Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence

Project – Reduced Disclosure Requirements

AASB 2011-5 is applicable to annual reporting periods beginning on or after 1 July 2011 and AASB 2011-6 on or after1 July 2013. These amendments extend relief from consolidation, the equity method and proportionate consolidationwhere the ultimate or intermediate parent applies not-for-profit Aus paragraphs in Australian IFRSs as adopted inAustralia, or Australian Accounting Standards – Reduced Disclosure Requirements (RDR). The adoption of theseamendments from 1 January 2012 and 1 January 2014 respectively will not have impact on the consolidated entity.

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel

Disclosure Requirement

These amendments are applicable to annual reporting periods beginning on or after 1 July 2013, with early adoptionnot permitted. They amend AASB 124 ‘Related Party Disclosures’ by removing the disclosure requirements forindividual key management personnel (‘KMP’). The adoption of these amendments from 1 January 2014 will removethe duplication of information relating to individual KMP in the notes to the financial statements and the directorsreport. As the aggregate disclosures are still required by AASB 124 and during the transitional period therequirements may be included in the Corporations Act or other legislation, it is expected that the amendments will nothave a material impact on the consolidated entity.

AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint

Arrangements Standards

AASB 2011-5 Amendments to Australian Accounting Standards – Extending Relief from Consolidation, the Equity

Method and Proportionate Consolidation and AASB 2011-6 Amendments to Australian Accounting Standards –

Extending Relief from Consolidation, the Equity Method and Proportionate Consolidation – Reduced Disclosure

Requirements

These amendments are applicable to annual reporting periods beginning on or after 1 July 2011. They make changesto a range of Australian Accounting Standards and Interpretations for the purpose of closer alignment to IFRSs andharmonisation between Australian and New Zealand Standards. The amendments remove certain guidance anddefinitions from Australian Accounting Standards for conformity of drafting with International Financial ReportingStandards but without any intention to change requirements. The adoption of these amendments from 1 January2012 will not have a material impact on the consolidated entity.

AASB 1054 Australian Additional Disclosures

This Standard is applicable to annual reporting periods beginning on or after 1 July 2011. The standard sets out theAustralian-specific disclosures, which are in addition to International Financial Reporting Standards, for entities thathave adopted Australian Accounting Standards. The adoption of these amendments from 1 January 2012 will nothave a material impact on the consolidated entity.

Note 1. Significant accounting policies (continued)

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

The consolidated entity is required to classify financial instruments, measured at fair value, using a three levelhierarchy, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices)or indirectly (derived from prices); and Level 3: Inputs for the asset or liability that are not based on observable marketdata (unobservable inputs). An instrument is required to be classified in its entirety on the basis of the lowest level ofvaluation inputs that is significant to fair value. Considerable judgement is required to determine what is significant tofair value and therefore which category the financial instrument is placed in can be subjective.

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair valueof the equity instruments at the date at which they are granted. The fair value is determined by using either theBinomial or Black-Scholes model taking into account the price of the company's shares the terms and conditionsupon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annualreporting period but may impact profit or loss and equity.

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges forits property, plant and equipment and finite life intangible assets. The useful lives could change significantly as aresult of technical innovations or some other event. The depreciation and amortisation charge will increase where theuseful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have beenabandoned or sold will be written off or written down.

Fair value and hierarchy of financial instruments

The fair value of financial instruments classified as level 3 is determined by the use of valuation models. Theseinclude discounted cash flow analysis or the use of observable inputs that require significant adjustments based onunobservable inputs.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptionsthat affect the reported amounts in the financial statements. Management continually evaluates its judgements andestimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases itsjudgements, estimates and assumptions on historical experience and on other various factors, including expectationsof future events, management believes to be reasonable under the circumstances. The resulting accountingjudgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptionsthat have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within thenext financial year are discussed below.

These amendments are applicable to annual reporting periods beginning on or after 1 July 2012. The amendmentsrequires grouping together of items within other comprehensive income on the basis of whether they will eventually be‘recycled’ to the profit or loss (reclassification adjustments). The change provides clarity about the nature of itemspresented as other comprehensive income and the related tax presentation. The adoption of the revised standardfrom 1 January 2013 will impact the consolidated entity’s presentation of its statement of comprehensive income.

Share-based payment transactions

Estimation of useful lives of assets

AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive

Income

Note 1. Significant accounting policies (continued)

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement isrequired in determining the provision for income tax. There are many transactions and calculations undertaken duringthe ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entityrecognises liabilities for anticipated tax audit issues based on the consolidated entity’s current understanding of thetax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences willimpact the current and deferred tax provisions in the period in which such determination is made.

The CODM reviews both adjusted earnings before interest, tax, depreciation and amortisation (segment result) andprofit before income tax. The accounting policies adopted for internal reporting to the CODM are consistent with thoseadopted in the financial statements.

The information reported to the CODM is on at least a monthly basis.

Identification of reportable operating segments

The consolidated entity is organised into one operating segment, being mining and exploration operations. Thisoperating segment is based on the internal reports that are reviewed and used by the Board of Directors (who areidentified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining theallocation of resources.

Note 3. Operating segments

Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

Restoration provision

The application of the consolidated entity's accounting policy for exploration and evaluation expenditure requiresjudgment in determining whether it is likely that future economic benefits are likely either from future exploitation orsale or where activities have not reached a stage which permits a reasonable assessment of the existence ofreserves. The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process thatrequires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the pointof deferral of exploration and evaluation expenditure. The deferral policy requires management to make certainestimates and assumptions about future events or circumstances, in particular whether an economically viableextraction operation can be established. Estimates and assumptions made may change if new information becomesavailable. If, after expenditure is capitalised, information becomes available suggesting that the recovery ofexpenditure is unlikely, the amount capitalised is written off in profit or loss in the period when the new informationbecomes available.

Income tax

The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite lifeintangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to theparticular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset isdetermined. This involves fair value less costs to sell or value-in-use calculations, which incorporate a number of keyestimates and assumptions.

A provision has been made for the present value of anticipated costs for future restoration of the tenements. Theprovision includes future cost estimates associated with closure of the premises. The calculation of this provisionrequires assumptions such as application of closure dates and cost estimates. The provision recognised isperiodically reviewed and updated based on the facts and circumstances available at the time. Changes to theestimated future costs for sites are recognised in the statement of financial position by adjusting the asset and theprovision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss.

Note 2. Critical accounting judgements, estimates and assumptions (continued)

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority ofeconomic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis oftheir nature and physical location.

Note 3. Operating segments (continued)

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and theoperations of the segment. Tax liabilities are generally considered to relate to the Company as a whole and are notallocated. Segment liabilities include trade and other payables.

Segment assets

The principal products and services of this operating segment are the mining and exploration operationspredominately in Australia. The operating segments are identified based on the size of the exploration tenements.

The Company is managed primarily on its tenements. An operating segment is engaged in providing products orservices within a particular economic environment and is subject to risks and returns that are different from those ofsegments operating in other economic environment.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered tohave similar economic characteristics and are also similar with respect to the type of product and service. TheCompany has determined that the reportable operating segments post aggregation are based on geographicallocations as this is the source of the Company’s major assets.

Types of products and services

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

unallocated Consolidated$ $ $ $ $ $

- - - - 47,300 47,300 - - - - 47,300 47,300

- - - - 45,920 45,920 - - - - (99) (99) - - (22,021) - - (22,021) - - - - 1,380 1,380 - - (7,353) - - (7,353)

- - - - (602,961) (602,961)

- - (29,374) - (555,760) (585,134) -

(585,134)1

- - 1,776,193 - - 1,776,193

508,049

23,685 15,500

2,323,427

- - 130,483 - - 130,483 130,483

Cash and cash equivalents

Income tax expense

Assets

Unallocated assets:

Liabilities

Interest revenueWrite off of exploration assets

Loss after income tax expense

Impairment of assets

Property, plant and equipment

Loss before income tax expense

Segment assets

RevenueOther income

Segment result

Total revenue

eliminations/Indonesia

Intersegment

Depreciation and amortisation

Total liabilitiesSegment liabilities

Note 3. Operating segments (continued)

2011Australia

Total assets

Trade and other current receivables

Corporate, professional and other expenses

Operating segment information

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

unallocated Consolidated$ $ $ $ $ $

- - - - 2,905 2,905 - - - - 2,905 2,905

- - - (305,745) - (305,745) - - - - (961) (961) - - - (6,111,984) - (6,111,984) - - - - 2,905 2,905 - - (158,938) - - (158,938)

- - - - (397,638) (397,638)

- - (158,938) (6,417,729) (395,694) (6,972,361) -

(6,972,361)

- - 1,656,973 1,084,565 - 2,741,538

119,909

127,728 15,599

3,004,774

- - 577,479 - - 577,479 577,479

2011 2010$ $

1,380 2,905

- - 1,380 2,905 Revenue

Cash and cash equivalents

Consolidated

eliminations/Indonesia

Corporate, professional and other expenses

Write off of exploration assets

Loss after income tax expense

Interest income - banking institution

2010

Loss before income tax expense

Segment assets

Total assets

Interest revenue

Liabilities

Total revenue

Total liabilities

Income tax expense

RevenueOther income

Depreciation and amortisation

Other revenue

Segment liabilities

Intersegment

Australia

Assets

Unallocated assets:

Segment result

Note 4. Revenue

Property, plant and equipment

Impairment of assets

Trade and other current receivables

Note 3. Operating segments (continued)

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

45,920 -

2011 2010$ $

99 961

7,453 - 40,564 -

- - 48,017 -

2011 2010$ $

(585,134) (6,972,361)

(175,540) (2,091,708)

66,276 1,958,832

109,264 132,876

- - - -

The gain arises on the disposal of the interests in the Waitara project during the year.

Loss before income tax includes the following specific expenses:

Note 6. Expenses

Plant and equipment

Foreign exchange difference- sale of ACPL

Other expenses include:

Depreciation

Tax effect of deferred tax asset not brought to account

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

Tax at the statutory tax rate of 30%

Income tax expense

Consolidated

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

Loss before income tax expense

Note 7. Income tax expense

Numerical reconciliation of income tax expense and tax at

the statutory rate

Total

Consolidated

Net gain on disposal of tenements

Note 5. Other income

Net loss on disposal of equity investment- shares in YTC

Consolidated

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

508,049 119,909

2011 2010$ $

13,704 2,728

2011 2010$ $

9,981 -

2011 2010$ $

1,084,565 7,417,349 - 84,945 - (305,745) - (6,111,984)

(40,564) - (1,044,001) -

- - - 1,084,565

Prepayments

Capitalised costs

Note 10. Current assets - other

Foreign exchange loss

Equity accounted loss for associate

Sale proceeds

The 30% associate interest in ACPL was disposed of during the year. Gross proceeds were $1,044,001 after foreignexchange loss of $40,564. Net amount of $651,485 was received in cash net of amounts withheld for payments owingto MSC and directors.

Note 8. Current assets - cash and cash equivalents

Consolidated

Cash at bank

Other receivables are not impaired and not past due. Due to their short term nature, their carrying value is assumedto approximate their fair value.

Other receivables

Note 9. Current assets - trade and other receivables

Consolidated

Note 11. Current assets - non-current assets classified as held for sale

Impairment

Consolidated

Investment in associates

Consolidated

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

15,500 15,500 - - 15,500 15,500

2,991 2,991 (2,991) (2,892)

- - - 99

- - 15,500 15,599

2011 2010$ $

1,661,193 1,656,973 - - 1,661,193 1,656,973

- - 1,661,193 1,656,973

Total$ $ $ $ $ $

- - - 1,772,734 1,772,734 43,177 43,177

(158,938) (158,938)

- - - - 1,656,973 1,656,973 126,241 126,241

(100,000) (100,000)(22,021) (22,021)

- - - - 1,661,193 1,661,193

Exploration and evaluation costs

Disposals

Reconciliations of the written down values at the beginning and end of the current and previous financial year are setout below:

evaluation

Plant and equipment - at cost

Consolidated

Additions

Note 13. Non-current assets - exploration and evaluation

The disposal relates to the interest in YTC joint venture disposed of during the year.

Reconciliations

Consolidated

Impairment of assets

Exploration and

Balance at 1 January 2010

Less: Accumulated depreciation

Note 12. Non-current assets - property, plant and equipment

Land - at cost

Balance at 31 December 2010

Write off of assets

Additions

Balance at 31 December 2011

Consolidated

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

115,000 125,000

2011 2010$ $

35,281 1,014 - 84,945

45,202 441,520

- - 80,483 527,479

2011 2010$ $

50,000 50,000

2011 2010 2011 2010Shares Shares $ $

2,275,974,526 2,181,078,901 45,597,231 45,445,398 Ordinary shares - fully paid

Consolidated

Note 17. Equity - contributed

Consolidated

Consolidated

Note 15. Current liabilities - trade and other payables

Note 14. Non-current assets - other

Refer to note 22 for detailed information on financial instruments.

Related party loan

Refer to related party note in relation to the loan due to MSC and director and management fees to MSC paid fromthe ACPL proceeds during the year.

Consolidated

Consolidated

Note 16. Non-current liabilities - provisions

Mining restoration

Trade payables

Other

Security deposits

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

No of shares Issue price $

2,181,078,901 45,457,916 - $0.0000 (12,518)

2,181,078,901 45,445,398

60,520,625 $0.0016 96,833

34,375,000 $0.0016 55,000

2,275,974,526 45,597,231

2011 2010$ $

376,750 177,850

Movements in ordinary share capital

Balance

Details

Balance

Balance

Issue of shares to key management personnel

8 December 2011

19 December 2011

The capital risk management policy remains unchanged from the 31 December 2010 Annual Report.

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company inproportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a polleach share shall have one vote.

Capital risk management

Share-based payments reserve

Consolidated

Note 18. Equity - reserves

In order to maintain or adjust the capital structure, the consolidated entity may adjust issue new shares or sell assetsto reduce debt.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to directors as part of their remuneration, andother parties as part of their compensation for services.

The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern,so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capitalstructure to reduce the cost of capital.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seenas value adding relative to the current parent entity's share price at the time of the investment. The consolidated entityis actively pursuing additional investments in the short term as it continues to pursue new explorations.

Ordinary shares

Note 17. Equity - contributed (continued)

31 December 2011

Date

Share issue transaction costs 1 January 2010

31 December 2010Issue of shares to key management personnel

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

- - (43,195,953) (36,223,592)(574,032) (6,972,361)

- - (43,769,985) (43,195,953)

2011 2010$ $

50 - - - (11,102) -

- - (11,052) -

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk,price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk managementprogram focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on thefinancial performance of the consolidated entity. The consolidated entity uses different methods to measure differenttypes of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreignexchange and other price risks.

The non-controlling interest has a 25% (2010: nil) equity holding in Palatine Energy Pty Limited.

Price risk

The consolidated entity undertakes certain transactions denominated in foreign currency. However, thesetransactions are minimal at this stage and do not expose the consolidated entity to foreign currency risk throughforeign exchange rate fluctuations.

The consolidated entity is not exposed to any significant price risk.

Financial risk management objectives

Accumulated losses at the end of the financial year

Note 20. Equity - non-controlling interest

Note 21. Equity - dividends

Note 19. Equity - accumulated losses

Contributed equity

Consolidated

Accumulated losses

Consolidated

Accumulated losses at the beginning of the financial year

There were no dividends paid or declared during the current or previous financial year.

Risk management is carried out by senior finance executives ('finance') under policies approved by the Board ofDirectors ('Board'). These policies include identification and analysis of the risk exposure of the consolidated entityand appropriate procedures, controls and risk limits. Due to the size and nature of the entity's operations, theconsolidated entity does not consider interest rate risk, price risk and foreign currency risk to be a main risk.

Note 22. Financial instruments

Foreign currency risk

Market risk

Loss after income tax expense for the year

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Weighted average

interest rate1 year or

lessBetween 1 and 2 years

Between 2 and 5 years Over 5 years

Remaining contractual maturities

% $ $ $ $ $

- 35,281 - - 35,281 - 45,202 - - - 45,202

80,483 - - - 80,483

Weighted average

interest rate1 year or

lessBetween 1 and 2 years

Between 2 and 5 years Over 5 years

Remaining contractual maturities

% $ $ $ $ $

- 1,014 - - - 1,014 - 441,520 - - - 441,520 - 84,945 - - - 84,945

527,479 - - - 527,479

The consolidated entity is not exposed to interest rate risk as it does not have long-term borrowings.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss tothe consolidated entity. The maximum exposure to credit risk at the reporting date to recognised financial assets isthe carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financialposition and notes to the financial statements. The consolidated entity does not hold any collateral.

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash andcash equivalents) and available borrowing facilities to be able to pay debts as and when they become due andpayable.

Note 22. Financial instruments (continued)

Remaining contractual maturities

Interest rate risk

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities.The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest dateon which the financial liabilities are required to be paid. The tables include both interest and principal cash flowsdisclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in thestatement of financial position.

Liquidity risk

Non-derivatives

Credit risk

Total non-derivatives

The consolidated entity manages liquidity risk by maintaining adequate cash reserves by continuously monitoringactual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Total non-derivatives

Trade payables

Other loans

Non-derivatives

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractuallydisclosed above.

Consolidated - 2010

Other payables

Non-interest bearing

Other payables

Non-interest bearing

Consolidated - 2011

Trade payables

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Level 1 Level 2 Level 3 Total$ $ $ $

- - - - - - - -

Level 1 Level 2 Level 3 Total$ $ $ $

1,084,565 - - 1,084,565 1,084,565 - - 1,084,565

Available for sale assetsAssets

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts oftrade receivables and trade payables are assumed to approximate their fair values due to their short-term nature. Thefair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current marketinterest rate that is available for similar financial instruments.

Note 22. Financial instruments (continued)

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, eitherdirectly (as prices) or indirectly (derived from prices)

Available for sale assets

Consolidated - 2011

The following tables detail the consolidated entity's fair values of financial instruments categorised by the followinglevels:Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Total assets

Consolidated - 2010

Executive Director

Non-Executive Director

* resigned 22 June 2011

Directors

Mr Chan Kim Fan*

Mr Patrick J D Elliott

Assets

Fair value of financial instruments

There were no transfers between levels during the financial year.

Total assets

Non-Executive DirectorMr Geoffrey Andrews

Note 23. Key management personnel disclosures

The following persons were directors of Australia Oriental Minerals NL during the financial year:

Dato' Seri Dr Mohd Ajib Anuar*

Mr Choo Mun Keong* Non-Executive Director

Executive Director and Company Secretary

Non-Executive Independent Chairman

Mr Andrew Bursill

Mr Norman Ip Ka Cheung*Non-Executive Director

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

39,000 164,798 198,000 -

- - 237,000 164,798

Balance at Received Balance atthe start of as part of Disposals/ the end of

the year remuneration Additions other the year

13,055,242 44,375,000 - - 57,430,242

- 34,375,000 - - 34,375,000

5,000,000 16,145,625 - - 21,145,625

18,055,242 94,895,625 - - 112,950,867

Balance at Received Balance atthe start of as part of Disposals/ the end of

the year remuneration Additions other the year

13,055,242 - - - 13,055,242

5,000,000 - - - 5,000,000

18,055,242 - - - 18,055,242

Balance at Expired/ Balance atthe start of forfeited/ the end of

the year Granted Exercised other the year

5,000,000 30,000,000 - - 35,000,000

- 7,500,000 - - 7,500,000

8,000,000 112,500,000 - - 120,500,000

13,000,000 150,000,000 - - 163,000,000

Short-term employee benefits

Note 23. Key management personnel disclosures (continued)

Andrew Bursill

Geoffrey AndrewsPatrick J D Elliott

Consolidated

The number of options over ordinary shares in the parent entity held during the financial year by each director andother members of key management personnel of the consolidated entity, including their personally related parties, isset out below:

Options over ordinary shares

Geoffrey AndrewsPatrick J D Elliott

Ordinary shares

2011

Patrick J D Elliott

Option holding

Share-based payments

The aggregate compensation made to directors and other members of key management personnel of theconsolidated entity is set out below:

Ordinary shares

The number of shares in the parent entity held during the financial year by each director and other members of keymanagement personnel of the consolidated entity, including their personally related parties, is set out below:

Andrew Bursill

Andrew Bursill

Shareholding

Compensation

2010

2011

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Balance at Expired/ Balance atthe start of forfeited/ the end of

the year Granted Exercised other the year

5,000,000 - - - 5,000,000

8,000,000 - - - 8,000,000

10,000,000 - - - 10,000,000

5,000,000 - - - 5,000,000

5,000,000 - - - 5,000,000

5,000,000 - - - 5,000,000

5,000,000 - - - 5,000,000

43,000,000 - - - 43,000,000

2011 2010$ $

33,000 40,389

- 3,539

- - 33,000 43,928

- 2,000

- - - 2,000

Other services - DKF Richard Hall

Audit or review of the financial statements

Other services

The consolidated entity has no contingent liabilities.

Related party transactions are set out in note 27.Related party transactions

Audit services - Ernst & Young

Note 25. Contingent liabilities

Other services

Andrew Bursill

J A Walls

Dato' Seri Dr Mohd Ajib Anuar

Other services - Ernst & Young

Patrick J D Elliott

During the financial year the following fees were paid or payable for services provided by Ernst & Young, the auditorof the company, and unrelated practices:

2010

Choo Mun Keong

Note 24. Remuneration of auditors

Consolidated

Note 23. Key management personnel disclosures (continued)

Chan Kim Fan

Norman Ip Ka Cheung

Options over ordinary shares

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Exploration commitments

Note 26. Commitments

Region Total potential commitmentQueensland $1,132,000New South Wales $ 39,000

All expenditure obligations on granted tenements are being met by joint venture parties. As a result, AOM’s interest inthese joint ventures is diluting.

Note 27. Related party transactions

Key management personnel

Transactions with related parties

Disclosures relating to key management personnel are set out in note 23 and the remuneration report in the directors'report.

Parent entity

Repayment of the loan to MSC of $84,945 (2010:nil) was made. All payments to MSC and SRM were made out ofthe ACPL proceeds.

Payment of $397,047 (2010: nil) were made to Malaysia Smelting Corporation Berhad ("MSC"), the former parententity of the consolidated entity for accumulated director and management fees accrued in prior years.

Payment of $18,000 (2010:$18,129) made to Straits Resource Management ("SRM"), a wholly owned subsidiary ofMSC for management fees.

Terms and conditions

Payment of $131,848 (2010:$89,708) made to Franks & Associates Pty Ltd. A W Bursill is also a principal of Franks &Associates Pty Ltd who provides accounting and company secretarial services to AOM. The contract between AOMand Franks & Associates is based on normal commercial terms.

All transactions were made on normal commercial terms and conditions and at market rates.

There were no trade receivables from or trade payables to related parties at the reporting date.

Loans to/from related parties

There were no loans to or from related parties at the reporting date.

Receivable from and payable to related parties

In order to maintain the exploration, prospecting and mining tenements the companies are committed to meetingconditions under which permits were granted and also meeting commitments under the option agreements enteredinto by the Consolidated entity. Commitments include permits renewal estimates.

Payment made to Research Connect Pty Ltd of which David Falvey is director, for consultancy fees of $55,550(2010:nil) and disbursements of $29,218 (2010:nil). David Falvey is a shareholder of Palatine Energy Pty Ltd.

Australia Oriental Minerals NL is the parent entity.

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

(540,726) (6,972,361)

(540,726) (6,972,361)

2011 2010$ $

436,626 1,207,202

1,895,878 1,797,572

2,332,504 3,004,774

45,202 527,479

50,000 50,000

95,202 577,479

2,237,302 2,427,295

45,597,231 45,445,398 376,750 177,850

(43,736,679) (43,195,953)

2,237,302 2,427,295

●●

Total equity

Contingent liabilities

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

Significant accounting policies

Equity

Set out below is the supplementary information about the parent entity.

Note 28. Parent entity information

Accumulated losses

Total current liabilities

Total non-current assets

The parent entity had no contingent liabilities as at 31 December 2011 and 31 December 2010.

Reserves

Loss after income tax

Total non-current liabilities

Total current assets

Total comprehensive income

Statement of financial position

Parent

Contributed equity

Statement of comprehensive income

Parent

Total liabilities

Total assets

Investments in associates are accounted for at cost, less any impairment, in the parent entity.

The parent entity had no capital commitments for property, plant and equipment at as 31 December 2011 and 31December 2010.

Net assets

Capital commitments - Property, plant and equipment

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1,except for the following:

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

2011 2010$ $

- - (585,134) (6,972,361)

99 961 22,021 6,111,984

198,900 - 40,564 -

- 158,938 - 305,745

(45,920) - 7,453 -

(25,488) (458)101,883 120,483

- - (285,622) (274,708)

2011 2010$ $

(585,134) (6,972,361)11,102 -

(574,032) (6,972,361)

Number Number

2,187,058,625 2,181,078,901

2,187,058,625 2,181,078,901

Cents Cents

(0.026) (0.320)(0.026) (0.320)

Note 29. Events after the reporting period

Note 30. Reconciliation of loss after income tax to net cash used in operating activities

Consolidated

No matter or circumstance has arisen since 31 December 2011 that has significantly affected, or may significantlyaffect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairsin future financial years.

Net cash used in operating activities

Note 31. Earnings per share

Net loss on disposal of tenements

Equity accounted loss for associates

Increase in trade and other receivables

Share-based payments

Net gain on disposal of equity investment

Foreign exchange differences

Depreciation and amortisation

Exploration costs written off

Non-controlling interest

Weighted average number of ordinary shares used in calculating basic earnings per share

Increase in trade and other payables

Basic earnings per share

Loss after income tax attributable to the owners of Australia Oriental Minerals NL

Weighted average number of ordinary shares used in calculating diluted earnings per share

Diluted earnings per share

Adjustments for:

Impairment of non-current assets

Change in operating assets and liabilities:

Loss after income tax expense for the year

Loss after income tax

Consolidated

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31 December 2011Notes to the financial statementsAustralia Oriental Minerals NL

Balance at Expired/ Balance atExercise the start of forfeited/ the end of

price the year Granted Exercised other the year

$0.0300 43,000,000 - - - 43,000,000

$0.0030 187,500,000 - - 187,500,000

$0.0030 7,500,000 - - 7,500,000

43,000,000 195,000,000 - - 238,000,000

Balance at Expired/ Balance atExercise the start of forfeited/ the end of

price the year Granted Exercised other the year

$0.0300 43,000,000 - - - 43,000,000

43,000,000 - - - 43,000,000

On 8 December 2011 the Company issued 142,500,000 unlisted options in the Company to directors and 45,000,000unlisted options in the Company to the Company's finance brokers for nil consideration, each with an exercise price of$0.003 and expiry date of 8 December 2013.

On 19 December 2011, the Company issued an additional 7,500,000 unlisted options in the Company to directors, fornil consideration, each with an exercise price of $0.003 and expiry date of 8 December 2013.

Grant date Expiry date

2011

19/12/11 08/12/13

2010

The options granted were approved by shareholders at a general meeting in December 2011.

08/12/11 08/12/13

Set out below are summaries of options granted under the plan:

28/11/08 31/12/13

28/11/08 31/12/13

Grant date Expiry date

Note 32. Share-based payments

The weighted average remaining contractual life of options outstanding at the end of the financial year was 2 years(2010: 2 years). For the options granted during the year, the valuation model inputs used to determine the fair value at the grant dateare: expected volatility of 200%, risk- free interest rate of 3.815% and a discount rate of 20% due to options areunlisted.

On 8 December 2011, the Company issued 98,895,625 shares in the Company at $0.0016 each to key managementpersonnel as payment in lieu of cash for accrued remuneration due, of which 28,125,000 or $45,000 relate toremuneration for the current financial year.

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Directors' declarationAustralia Oriental Minerals NL

there are reasonable grounds to believe that the company will be able to pay its debts as and when theybecome due and payable.

In the directors' opinion:

the attached financial statements and notes thereto comply with the Corporations Act 2001, the AccountingStandards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

the attached financial statements and notes thereto give a true and fair view of the consolidated entity'sfinancial position as at 31 December 2011 and of its performance for the financial year ended on that date;and

the attached financial statements and notes thereto comply with International Financial Reporting Standardsas issued by the International Accounting Standards Board as described in note 1 to the financialstatements;

Sydney

26 March 2012

Patrick J D ElliottChairman

________________________________

The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5) of the Corporations Act 2001. On behalf of the directors

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Michael Berrington
Stamp
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ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 21 March 2012. a) The shareholding of the 20 largest ordinary shareholders is 993,607,089 shares, representing

43.66% of issued shares.

Holder Name No of Ordinary

Shares

Percentage of Issued Shares

MR DAVID ARGYLE 100,000,000 4.39% ARREDO PTY LTD 100,000,000 4.39% CALAMA HOLDINGS PTY LTD <MAMBAT SUPER FUND A/C> 81,305,970 3.57% AWJ FAMILY PTY LTD <A W JOHNSON FAMILY A/C> 80,000,000 3.51% RIGI INVESTMENTS PTY LIMITED <THE RIGI SUPER FUND A/C> 60,000,000 2.64% YELWAC PTY LTD <THE CAWLEY SUPERFUND NO2 A/C> 52,500,000 2.31% MR PATRICK JAMES DYMOCK ELLIOTT 44,375,000 1.95% VISTABRITE PTY LTD <BADGE CONSTRUCTIONS S/F A/C> 40,000,000 1.76% MR ABDUL MALIK ABDUL KADIR 39,999,999 1.76% MISS SARAH JANE CURTIS 35,000,000 1.54% MR SIMON THOMAS O'LOUGHLIN 35,000,000 1.54% EIG PTY LTD <ROBERT A/C> 34,801,120 1.53% MR GEOFFREY ARTHUR ANDREWS 34,375,000 1.51% RINGAL INVESTMENTS PTY LTD 31,250,000 1.37% DUNROOTIN PTY LTD <GREENHILL SUPER FUND A/C> 30,000,000 1.32% MR CREAGH O'CONNOR & MRS PATRICIA O'CONNOR <SUPERANNUATION A/C> 30,000,000 1.32% OCTIFIL PTY LTD 30,000,000 1.32% SOUTTAR SUPERANNUATION PTY LTD <GREENSLADE SUPER FUND A/C> 30,000,000 1.32% SUPER LOOKOUT PTY LTD <WAVE SUPERANNUATION FUND A/C> 30,000,000 1.32% MR ALAN CONIGRAVE 25,000,000 1.10% MRS TRACY FRASER 25,000,000 1.10% MR RICHARD WILLIAM WHITING & MRS CATHERINE MARY WHITING <RW & CM SUPER FUND A/C> 25,000,000 1.10% Total Top 20 993,607,089 43.66% Others 1,282,367,437 56.34% Total IC 2,275,974,526 100.00%

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b) Distribution of Equity Securities Analysis of number of holders by size of holding:

Holdings Ranges Holders Total Units % 1-1,000 524 184,859 0.008 1,001-5,000 436 1,159,797 0.051 5,001-10,000 184 1,412,376 0.062 10,001-100,000 388 14,043,125 0.617 100,001-9,999,999,999 380 2,259,174,369 99.262 Totals 1,912 2,275,974,526 100.000

c) Unmarketable Parcels

Minimum Parcel Size Holders Units

Minimum $500.00 parcel at $0.001 per unit 500,000 1,680 50,290,899

d) Substantial shareholders The following shareholder ceased to be substantial shareholders of the Company on 22 June 2011:

- Malaysia Smelting Corporation Berhad disposed of its entire 1,677,545,461 ordinary shares; and - The Straits Trading Company Limited disposed of its entire 114,377,499 ordinary shares.

e) Unquoted Securities The names of the security holders of the unlisted class of securities are listed below:

Name

$0.03 Unlisted Option

Expiring 31/12/2013

$0.003 Unlisted Option

Expiring 08/12/2013

Chan Kim Fan 10,000,000 - P J D Elliot 5,000,000 30,000,000 Choo Mun Keong 5,000,000 - Dato' Seri Dr Mohd Ajib Anuar 5,000,000 - Norman Ip Ka Cheung 5,000,000 - J A Walls 5,000,000 - Andrew Bursill 8,000,000 - BJ Retail Pty Ltd <Jamsi A/C> - 112,500,000 Taycol Nominees Pty Ltd - 45,000,000 Geoffrey Andrews - 7,500,000 Total 43,000,000 195,000,000

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EXPLORATION INTERESTS

Tenement number

Current Area (sub-blocks /

units)* Remarks

Northern Territory EP 253 TBC** Palatine JV: AOM:75% EPA 286 TBC** Palatine JV: AOM:75% Queensland EPM 10006 35 Mt Mackenzie JV: AOM:40%, SMA 60%

EPM 12546 8 Mt Mackenzie JV: AOM:40%, SMA 60%

EPM 17515 39 Mt Mackenzie West JV: AOM:40%, SMA 60%

New South Wales EL 6269 19 Kiawarra ( Joint Venture with SVL)

* 1 unit (NSW) = 1 sub-block (Qld.) = 1’ latitude x 1’ longitude = approx. 3 sq. km. SMA - SmartTrans Holdings Limited SVL - Silver Mines Limited

** subject to finalisation

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