for personal use only 30 june 2012 - asx2012/10/29 · preliminary economic assessment (“pea”)...

Coventry Resources Limited ABN 33 082 901 362

Annual Report 30 June 2012

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Coventry Resources Limited

Coventry Resources Limited 2011 Report to Shareholders

CONTENTS Page No

Corporate Directory 1

Investment Highlights 2

Chairman’s Letter 3

Activities Review 5

Tenement Schedule 16

Directors’ Report 28

Corporate Governance 40

Statement of Comprehensive Income 43

Statement of Financial Position 44

Statement of Cash Flows 45

Statement of Changes in Equity 46

Notes to the Financial Statements 47

Directors’ Declaration 79

Auditors’ Independence Declaration 80

Independent Audit Report 81

ASX Additional Information 83

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Corporate Directory

Coventry Resources Limited 1 2012 Report to Shareholders

Directors Mr. Michael Haynes (Non-Executive Chairman)

Mr. Michael Naylor (Managing Director/Chief Executive Officer) – appointed 2 July 2012

Mr. Anthony Goddard (Technical Director)

Mr. Rhoderick Grivas (Non-Executive Director)

Mr. Faldi Ismail (Non-Executive Director)

Company Secretary Mr. Nicholas Day

Registered Office and Principal Place of Business Suite 9

5 Centro Avenue

Subiaco WA 6008 Australia

Telephone: (+61 8) 9324 1266

Facsimile: (+61 8) 9226 2027

Share Register Computershare Investor Services Pty Ltd

Level 2, Reserve Bank Building

45 St Georges Terrace

Perth WA 6000 Australia

Telephone: 1300 557 010

International: (+61 8) 9323 2000

Facsimile: (+61 8) 9323 2033

Stock Exchange Listing Coventry Resources Limited shares

are listed on the Australian Securities

Exchange, the home branch being Perth.

ASX Code: CVY

Auditors Ernst and Young

11 Mounts Bay Road

Perth WA 6000

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Investment Highlights


Cameron Gold Project JORC-Code Resources of 1.4 million ounces of gold at 2.24 g/t gold.#1 Robust open cut resource base. Excellent infrastructure. Preliminary Economic Assessment (“PEA”) to be completed in December 2012. Gold recoveries of circa 91-93% from cyanide leach tests. Highly amenable to conventional crush, grind and CIL route. Nearby deposits offer substantial potential to expand Resources.

Rainy River Project

Project covers the extensions of the same geological sequence that hosts the Rainy River Gold Deposit.

Nine geochemical anomalies identified that are to be followed up with drilling during the first quarter of 2013.

Corporate

Dual ASX/TSX-V listing underway and expected to be finalised by December 2012. Expected to significantly enhance the Company’s profile in the North

American investment community. Transaction supported by Haywood Securities Inc. which has an

extensive network of retail and institutional investors in North America.

#1 – Refer Table 1.

Aerial view of the Cameron Gold Deposit and Infrastructure

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Chairman’s Letter


Dear Fellow Shareholder

I am pleased to present the Annual Report for Coventry Resources Limited for 2012.

During the year the Company made great headway in its endeavours to become a mid-tier gold producer. Most of

our efforts were focused on our 100%-owned Cameron Gold Project in Ontario, Canada, which, with a resource

base that now exceeds 1.4 million ounces of gold, provides the Company with its nearest term development

opportunity.

Considerable progress was also made at the earlier stage, but significantly under-explored and highly prospective

Rainy River Project. Located approximately 100 kilometres to the south, covering the extensions of the geological

sequence that hosts the 8 million ounce Rainy River Gold Deposit, our Rainy River Project certainly complements

the Cameron Gold Project by providing enormous exploration upside with the added benefit of operational

synergies.

Having firmed up the confidence in the shallow resources with successful exploration at the Cameron Gold Project

early in the year, the Company is now finalising its evaluation of the potential to develop an initial mining operation

at the Project. While considerable scope remains for resource expansion and mine-life extension from exploration

success within the Company’s 12,700 hectare project area, the Company is optimistic that favourable economics

will be indicated when this first-stage mining study is completed towards the end of calendar 2012. Should the

economics warrant, we intend progressing a definitive feasibility study and mine permitting as quickly as possible

thereafter.

The upside of the Cameron Gold Project is illustrated by our recent acquisition of the neighbouring 1,650 hectare

West Cedartree Gold Project, located only 10 kilometres to the west of our main Cameron Gold Deposit. As part of

this transaction additional shallow resources will be incorporated into the Company’s resource base for the

combined Project. We anticipate these resources will extend the life of the mining operation. Dozens of targets

within this new area and elsewhere within the current Cameron Project remain significantly underexplored. These

provide considerable opportunity to continue to add to the resource base. Sensible, staged exploration programs

will be implemented as we move closer towards production.

During the year we continued to build on our outstanding team of personnel, with the recruitment of Mr Michael

Naylor to the position of Managing Director/CEO. In order to maximise his input into the Company’s activities, Mike

relocated from Perth to Toronto immediately following his appointment. We have also been very fortunate to benefit

from Mr Steven Chadwick’s input into our mining assessment studies. Steve is a very experienced metallurgist who

has been intimately involved in mining operations throughout his long career and his guidance on our development

plans is reaping considerable rewards. I thank Mike and Steve, our Directors, all other staff and consultants for the

considerable contribution they have made throughout the year.

Corporately, the Directors recently entered into an agreement with Crescent Gold Corp., which is listed on the TSX

Venture Exchange, whereby we are implementing a merger of the Company with Crescent that will result in current

Coventry shareholders owning approximately 87.25% of the merged entity. Following completion of the merger in

December 2012 we will be dual listed on both the TSX-V and the ASX. We anticipate substantial benefits to

Coventry shareholders as, amongst many other things, a Canadian listing will provide us greater access to capital

while also providing the Company greater exposure to North American investors, which is expected to facilitate

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Chairman’s Letter


higher valuation of our assets as it will be easier for investors to directly compare our valuation with that of our

peers that also own North American gold projects, most of which are listed on North American exchanges.

As shareholders in a very challenging economic period, I thank you for your support which has allowed us to have a

very productive year in 2012. I hope you will continue to support us through 2013 and beyond as we implement our

plans to become a producer of gold in the near term, which will allow us to capitalise on the record high prevailing

gold prices and to maximise returns to you as a shareholder.

Sincerely

Michael Haynes

Non-Executive Chairman

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Activities Review


Location of the Cameron and Rainy River Gold Projects, Ontario, Canada.

CAMERON GOLD PROJECT, ONTARIO, CANADA

Location Access and Tenure The Cameron Gold Project is located approximately 80km southeast of the city of Kenora (population approximately

15,000) and 82km northwest of the city of Fort Frances (population approximately 9,000), near the US border in the

southern-most part of western Ontario, Canada.

The project is located some four hours by road from Winnipeg (population approximately 650,000), the capital of

the Province of Manitoba. The nearest population centres are the small towns of Nestor Falls and Sioux Narrows,

located some 24km and 30km away respectively.

Direct access to the Project is provided by an all-weather gravel road extending for 22 kilometres east from

Provincial Highway 71. Logging roads provide local access to the majority of the Project area. High-voltage power

lines traverse within 30km along Highway 71.

Most services, skills and supplies are readily available in the centres of Kenora and Fort Frances, with Winnipeg

providing specialist consulting services.

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Activities Review


The Cameron Gold Project comprises 12,747 hectares made up of a granted mining lease that encompasses 1,034

hectares together with 20 unpatented claims totalling 1,984 hectares and 7 licences of occupation totalling 72.5

hectares.

The Company’s land holding at the Cameron Gold Project, together with the location of known gold prospects and occurrences, that are all associated with a gold corridor related to the Cameron and Monte Cristo Shear Zones.

JORC Code Compliant Mineral Resources In October 2011, following completion of a 29,212 metre drilling program at the Cameron Gold Deposit, Coventry

integrated its drilling information with all historic information to calculate a mineral resource estimate at a 1.0 g/t cut-

off grade following the guidelines of the JORC Code as presented in Table 1.

Table 1 - October 2011 JORC Code Compliant Mineral Resource Estimate for the Cameron Gold Project using a 1.0 g/t gold cut-off.

Resource Category Tonnes Grade (g/t gold) Ounces of Gold

Measured 2,472,000 2.68 213,400

Indicated 4,724,000 2.33 353,700

Inferred 12,226,000 2.11 830,100 *Mineral resources are not mineral reserves and do not demonstrate economic viability. All figures are rounded to reflect the relative accuracy of the estimate.

Calculations at various cut-off grades further confirm that there is a substantial and very robust high-grade

component to the resource base (see Table 2).

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Activities Review


Table 2 - JORC Code compliant mineral resource estimate for the Cameron Gold Deposit by applying various cut-off grades.

Cut-off grade (g/t

gold)

Category Tonnes Grade (g/t gold) Ounces of Gold

0.5 Measured 3,230,000 2.23 232,000

Indicated 6,922,000 1.82 405,000

Inferred 17,847,000 1.68 962,000

1.0 Measured 2,472,000 2.68 213,400

Indicated 4,724,000 2.33 353,700

Inferred 12,226,000 2.11 830,100

1.5 Measured 1,793,000 3.23 186,000

Indicated 3,084,000 2.91 289,000

Inferred 7,853,000 2.60 658,000

2.0 Measured 1,288,000 3.81 158,000

Indicated 2,068,000 3.49 232,000

Inferred 4,867,000 3.14 491,000 Preliminary Economic Assessment (“PEA”) Having established a substantial, robust mineral resource base at the Cameron Gold Deposit and with

considerable upside to continue to expand the potential resource with further exploration at the Cameron Gold

Deposit itself and elsewhere within the Project area, the Company commissioned a PEA to determine the

economic viability of developing an initial open pit mining operation at the Cameron Gold Project.

Coventry engaged Lycododium Limited to manage and finalise the PEA. Lycopodium is a highly regarded

engineering and project management consultancy which has assembled a strong technical team from both its

Australian and Canadian offices.

The Company also engaged Mr Steven Chadwick as a senior consultant, adding further strength to the

Company’s technical team. Mr Chadwick’s immediate focus has been to manage the completion of the PEA for

the development of the Cameron Gold Project, in preparation for taking the Project into production.

Mr Chadwick has over 35 years’ experience in the mining industry, including technical, operational and

management roles in gold and base metals mining and processing. He was the Managing Director of PacMin

Mining, which produced over 320,000 ounces of gold annually and has extensive experience in metallurgical

consulting, feasibility studies and project management in Australia and Canada.

The results from the PEA, which will include production, operating and capital cost estimates, are expected to

be available in December 2012.

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Activities Review


Metallurgy Positive results were received from a metallurgical test work program undertaken on a sample that is considered

representative of material that would be mined by open pit and underground methods.

Whole ore leach testing resulted in average recoveries of 93.3% of the contained gold.

This preliminary test work demonstrates that the mineralisation from the Cameron Gold Deposit is readily amenable

to a conventional crush, grind and CIL treatment route.

In addition, preliminary communition test work was conducted with the following outcomes:

• Ball mill bond index (BWI) averaged 12.4 kWh/t indicating low to moderate crushing and power

requirements;

• Rod Mill Bond (RWI) index averaged 15.5 kWh/t; and

• The abrasion indices averaged 0.328 indicating a moderate liner and media wear rate in crushing and

grinding circuits.

The test-work, performed by SGS in Vancouver, has shown the sample has low to moderate work indices and does

not exhibit excessive crushing and grinding power requirements or abrasive issues, which is a positive outcome.

Environmental and Archaeological Studies Contractors for the Company (DST Consulting Engineers) have completed the summer wildlife monitoring

component of the environmental baseline study required for the application of mine permits. Further wildlife studies

will be conducted during the northern hemisphere winter. Water quality and flow monitoring is being conducted on a

continuous basis at stations located in drill holes and in a nearby creek. Additional environmental assessment work

is scheduled to commence once the site layout for the potential operation has been finalised.

The Company, in partnership with Archaeological Services Inc, continues to engage with the local First Nation

communities to collect and document sites of cultural and archaeological significance. It is the policy of the

Company that this data is shared with the communities. The work conducted indicates that no sites of cultural and

archaeological significance are located in the potential development area for a mining operation at the Cameron

Gold Deposit.

CAMERON GOLD PROJECT EXPLORATION Geology and Mineralisation The Cameron Gold Project is located in the western part of the Archaean-aged Superior Province. This highly-

endowed geological terrane extends over most of Ontario and Quebec and into the eastern part of Manitoba in

Canada, as well as into Minnesota in the USA.

The mineralisation at the Cameron Gold Deposit is hosted by mafic volcanic rocks within the northwest-trending

Cameron Lake Shear Zone, which forms the contact between these lithologies and dolerite in the footwall.

Higher grade mineralisation at the Cameron Gold Deposit comprises quartz-albite veins and breccia associated

with intense silica-sericite-carbonate-pyrite alteration in a series of zones that dip moderate to steeply to the

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Activities Review


northeast and plunge steeply to the northwest. Gold is associated with disseminated pyrite, with high sulphide

concentrations generally corresponding with higher grades. Visible gold is present, but rare. Mineralisation remains

open along strike to the northwest and at depth.

Cross section through the Cameron Gold Deposit – Section 50120N.

2011/2012 Exploration Program

Results from a 53 hole diamond drilling program (7,050 metres) were received in the first quarter of 2012. The

objectives of the program were to:

1. Test plunge extensions in the south-eastern part of the Deposit that are currently not incorporated in the

resource block model.

2. Test along strike extensions of the Deposit to the northwest and southeast.

3. Test structural and geophysical targets along the Cameron Lake Shear Zone.

As all these drill holes were located in reasonable proximity to the Cameron Gold Deposit their results affect the

potential site layout of any possible mine development, and hence their completion also comprised part of the

sterilisation program required prior to mine development.

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Activities Review


Several significant intercepts were returned in holes drilled to test the plunge extensions of the Cameron Gold

Deposit to the southeast, including:

13.0 metres at 2.40 g/t gold from 147.0 metres



A number of anomalous gold intersections were recorded in holes drilled to evaluate both the north-western and

south-eastern strike extents of the Deposit, suggesting that the Cameron Lake Shear Zone and associated

structures remain mineralised. Of interest is an area 400m to the southeast of the Deposit, where a shallow low-

grade intercept of 6.0 metres @ 0.98 g/t gold was returned from 1.9 metres. This mineralisation is located near the

outer edge of a newly identified gold in till “train” which may be derived from the interpreted extension of the

Cameron Lake Shear Zone.

In addition to this work, an extensive geochemical pit sampling program (98 pits) and a limited reverse circulation

(RC) overburden drilling program (35 holes - 300m) was completed during late 2011 and during the northern

hemisphere spring of 2012 in the western part of the Project area. This geochemical sampling has outlined some 10

anomalies worthy of follow up, including significant anomalies to the northwest and southeast of the Cameron Gold

Deposit. WEST CEDARTREE GOLD PROJECT, ONTARIO, CANADA

Location of the West Cedartree Gold Project in relation to the Cameron Gold Project.

In June 2012, Coventry reached agreement to acquire 100% of Houston Lake Mining Incorporated’s (TSX-V: HLM;

“Houston Lake”) West Cedartree Gold Project, located 10 kilometres west-north west of the Cameron Gold Deposit.

The West Cedartree Gold Project incorporates mineral rights over 16.51 km², which can be readily accessed via

the all-weather road that was constructed to access the Cameron Gold Deposit.

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Activities Review


Geology

The Project area principally covers the sheared contact between mafic volcanic rocks and an upper sequence of

mostly intermediate volcanic rocks, with minor sedimentary rocks. A series of prominent gabbro sills have intruded

the upper sequence prior to being folded. Felsic to intermediate intrusive rocks also occur throughout the sequence.

Dubenski Gold Deposit

Gold mineralisation at Dubenski is hosted by a sub-vertical shear zone that is up to 20m wide over a strike of 400m.

Mineralisation to date has been delineated to a vertical depth of more than 150m. The mineralisation consists of

fine-grained pyrite and free gold associated with carbonate, sericite, silica and locally, fuchsite alteration within

strongly-deformed mafic volcanic rocks. The mineralisation is open in all directions.

The Dubenski mineralisation was first discovered in the 1930s, with a 27m deep exploration shaft constructed in

1946, which was further deepened to 40m in 1950. Exploration has subsequently been undertaken intermittently,

with the majority of previous work being completed in the late 1990s and more recently by Houston Lake.

Utilising information from 72 drill holes a JORC-Code compliant mineral resource estimate was calculated for the

Dubenski Gold Deposit in January 2009 under NI 43-101 regulations1.

Table 3 - January 2009 JORC-Code compliant Mineral Resource Estimate for the Dubenski Gold Deposit, West Cedartree Gold Project using a 0.5 g/t gold cut off.

Resource

Classification Tonnes Gold Grade (g/t Au) Gold Ounces Indicated 551,000 3.53 62,700

Inferred 22,000 2.57 1,800

Total 573,000 3.50 64,500 1 National Instrument (NI) 43-101 is the Canadian equivalent of the JORC Code

Subsequent exploration has included completion of a further 42 drill holes (6,602 metres). Results from this drilling

are yet to be incorporated into an updated mineral resource estimate. The Company intends calculating an updated

JORC-Code compliant mineral resource estimate, incorporating all drilling information, in the coming months.

Angel Hill Prospect

The Angel Hill Prospect is located 2.8km to the west of the Dubenski Gold Deposit. The mineralisation at Angel Hill

is contained within a shear zone at the contact of differential units within a gabbro sill. It comprises silica, carbonate

and sericite alteration that ranges from 1-11m wide over a strike of 130m and to a vertical depth of 75m. Visible

gold is common in discontinuous quartz veins. The mineralisation is also associated with pyrite, chalcopyrite,

galena and molybdenite. The mineralisation is open along strike to the south and at depth.

In May 2006 Houston Lake extracted a 1,041 tonne bulk sample that yielded a total of 190 ounces of gold at an

average grade of 5.67 g/t gold after processing at a third party mill.

Based on the historic work completed by Houston Lake, which demonstrated that the mineralisation is continuous

from section to section and of a mineable grade and thickness and that the mineralised zone is open to the south

and at depth, the Company has determined an initial Exploration Target² for the Angel Hill Prospect of:

150,000-250,000 tonnes at a grade of 1.5-1.8 g/t gold for approximately 7,700-12,900 ounces of gold²

² The potential quantities and grades presented are conceptual in nature, there has been insufficient exploration to define a Mineral Resource, and that it is uncertain if further exploration will result in the determination for a Mineral Resource.

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Dogpaw Prospect

The Dogpaw Prospect comprises six identified vein sets that extend over a strike of 310m and to a vertical depth of

210m. Gold mineralisation occurs mainly in gabbro at the contact with mafic volcanic rocks where porphyry

intrusions are apparently localised by a series of northwest-trending faults.

In 1995 a 500 ton bulk sample was extracted and processed at a third party smelter. The average grade of this

sample was 6.53 g/t gold.

Houston Lake completed a 17 hole (2,561m) drilling program in 2007. Results included intercepts of up to 7.5m at

29.9 g/t gold.

Other Gold Occurrences

Numerous other gold occurrences have been identified by previous explorers within the Project area. These

include:

Robertson Prospect

A north-south trending mineralised shear zone identified over a strike length of 200m. A recent 2011 drill program of

fifteen holes (2,522m) by Houston Lake returned intercepts of up to 38.7m at 1.41 g/t gold (including 3.0m at 8.80

g/t gold). The mineralisation remains open in all directions.

McLennan Prospect

Located at the sheared contact between mafic volcanic rocks and gabbro, the mineralised zone has been traced

over a strike of more than 450m. A recent 2011 drill program of 15 holes (3,000m) by Houston Lake returned

intercepts of up to 4.9m at 2.54 g/t gold. The mineralisation remains open in all directions.

Forward Work Program

The Company has commenced work to update the mineral resource estimates for the Dubenski, Dogpaw and

Angel Hill Gold Deposits.

Additional drilling will be undertaken at the West Cedartree Project in conjunction with further exploration at the

Cameron Gold Project, with the aim of extending the mineral resources at the known deposits and delineating new

resources at other prospects within the Project area. A significant number of gold occurrences have been identified

since the 1930s and many of these showings have had minimal work completed. Therefore the Project is highly

prospective and there is significant potential to discover additional mineral resources.

Commercial Terms

In June 2012 the Company executed a binding Letter of Intent with Houston Lake to acquire 100% of the West

Cedartree Gold Project. The Company has paid Houston Lake $100,000. It will pay a further $400,000 cash and

issue Houston Lake 7.7 million shares in the Company on completion of due diligence; on execution of a

comprehensive Purchase and Sale Agreement; and once licences are transferred to the Company. HLM will

reserve a 2.5% NSR royalty on approximately 20% of the Project area around the Robertson Prospect.

The acquisition of the West Cedartree Gold Project further consolidates the Company’s interest in the mineral

resources around the Cameron Gold Deposit thereby concentrating ownership of the ‘gold camp’ in the region,

which has been a stated objective of the Company since acquiring the Cameron Gold Project. This acquisition is

expected to have a positive impact on the economics of developing a mining operation at the Cameron Gold

Deposit. The Company also considers there is considerable potential to delineate additional resources at the West

Cedartree Gold Project with further exploration.

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Activities Review


RAINY RIVER PROJECT, ONTARIO, CANADA During 2011, Coventry secured mineral rights covering approximately 140 km2 adjacent to the 8.0Moz Rainy River

Deposit in northwestern Ontario, Canada. This project covers a large proportion of the underexplored but highly

prospective Rainy River Greenstone Belt.

Location, Access and Tenure The Rainy River Project is located in the western-most part of northern Ontario, immediately to the north of

Canada’s border with the United States and about 60 km to the northwest of the town of Fort Frances (population

about 10,000).

Access to the project area is excellent, with a grid network of paved and unpaved, all-weather roads located

throughout the region. High-voltage power is available throughout the area.

The project area comprises sparsely populated undulating land that is a mix of farmland interspersed with marsh

and swamp land.

Location of the Rainy River Project.

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Activities Review


2011/2012 Exploration Program During the year the Company completed an inaugural RC overburden drilling program with a total of 181 holes

drilled for 4,349 metres. Eight definitive gold anomalies worthy of further follow-up work have been delineated from

this program. In addition, a semi-massive sulphide body, anomalous in precious and base metals, was also

intersected during the drilling program as well as a number of Ni-Cu-Co-Cr and Zn-Pb-Cu base metal anomalies.

In addition to this work, reconnaissance geological mapping and geochemical pit sampling (53 pits) was also

completed.

ARDEEN GOLD PROJECT, ONTARIO, CANADA During the past year the Company has focused its efforts on the exploration and development of the Cameron Gold

Project. As such only minimal work was completed at the Ardeen Gold Project during the year. The Company has

earned a 51% interest in the Project and is currently evaluating future options regarding further work.

CORPORATE TSX Venture Exchange Listing

In September 2012, Coventry entered into a definitive merger implementation agreement (the “Agreement”) with

Crescent Resources Corp. (TSX-V:CRC) (“Crescent”), pursuant to which the two companies will merge (“merger”). The combined company (“merged entity”) will make application to have its shares listed and tradable on both the

TSX Venture Exchange (“TSX-V”) and the Australian Securities Exchange (“ASX”) immediately after the merger is

completed, thereby providing Coventry shareholders greater exposure to the North American equity markets.

Crescent is a TSX-V listed gold exploration company holding approximately C$900,000 in cash and the Uncle Sam

Gold Project in Alaska. In October 2012, Crescent raised an additional C$750,000 resulting in Crescent having

approximately C$1.6m in cash (before costs).

Under the terms of the Agreement, Crescent will acquire Coventry by means of a court sanctioned scheme of

arrangement under Part 5.1 of the Corporations Act. Following the merger, Coventry shareholders will own 87.26%

of the common shares in the merged entity.

The benefits of the transaction to Coventry shareholders include:

Senior management based in Toronto and Vancouver to help increase exposure to the Canadian investor and

research community that is more familiar with the potential, development and valuations of Canadian mining

projects;

Direct exposure to the TSX-V, which is renowned for superior trading liquidity and access to equity finance in

the mining industry;

Positioning of the merged entity among a large geographic peer group to allow investors to better assess

relative merit and value;

Strong cash position allowing the merged company to complete the PEA on the Cameron Gold Project and

recommence exploration in the first quarter of 2013;

Allowing the merged company to fund future exploration activities in Canada via tax-advantaged ‘flow-through’

financing;

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Offering investment in a company with a broader shareholder base, integrating ownership by Australian retail

investors, Canadian retail investors and global institutions; and

An enhanced board of directors and management team well suited to advancing the Cameron Gold Project

towards production, conducting exploration and interacting with the North American and Australian capital

markets.

A Scheme Booklet setting out the terms of the merger, which will include an Independent Expert’s Report and the

reasons for the Coventry Directors’ recommendations, is expected to be circulated to all Coventry shareholders

during November 2012. A meeting of Coventry shareholders and Coventry optionholders to consider the Scheme

and Option Scheme respectively is expected to be held in early December 2012 and the merger is expected to be

implemented by the end of December 2012.

The Agreement contains customary deal protection mechanisms, including a reciprocal break fee of A$150,000,

payable if the proposed merger is not completed in certain circumstances, and customary non-solicitation

provisions.

It is proposed that on completion of the merger the merged entity’s name will be changed to “Coventry Resources

Inc.” The merged entity will be headquartered in Toronto, Ontario and have its primary listing on the TSX-V and

secondary listing on the ASX. It is anticipated that the merged entity will trade under the symbol “CVY” on both the

TSX-V and the ASX.

On completion of the Scheme, the board of directors will comprise six members, of which Coventry will nominate

four and Crescent two members. The operations team of the merged company will comprise primarily the current

Coventry operations team, with each member to continue in their current role. This will be augmented by members

of Crescent’s operations team.

It is anticipated that the board of directors of the merged entity will comprise:

• Michael Naylor – Managing Director and CEO (Coventry nominee)

• Tony Goddard – Executive Director (Coventry nominee)

• Steven Chadwick – Executive Director (Coventry nominee)

• Michael Haynes – Non-Executive Director (Coventry nominee)

• Don Holliday – Executive Director (Crescent Nominee)

• Eric Edwards – Non-Executive Director (Crescent nominee)

Capital Raisings During the year, Coventry placed approximately 41.7 million shares to raise gross proceeds of $5.0 million. In

addition to this, in September 2012, a further 24.6 million shares were issued to raise approximately $1.3m.For

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Tenement Schedule


Project Lease Number Claim Number Claim Due

Date Interest Comments

Cameron Gold

Project

108400 CLM 305

K465069-

K465075,

K465351-

K465358,

K519950-

K519965,

K561022-

K561025,

K666295

CLM 306

K386816-

K386818,

K386888-

K386900,

K533901-

K533908,

K666294

30/06/2030

30/06/2030

100%

100%

See operations

report

108466

10384

10405

10406

10407

3366

3367

42185-0720

42185-0272

42185-0274

42185-0276

CLM 289

K527548-K527567

K4709

K4711

K4710

K4712

K2767

K2768

K2766

K2767

K2768

K4712

30/4/2027

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Earning in

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

1105444

1105445

1161574

1161575

1210120

1210121

1210122

1210123

1210124

12/05/2013

12/05/2013

12/05/2013

12/05/2013

04/03/2013

04/03/2013

06/02/2013

06/02/2013

06/02/2013

100%

100%

100%

100%

100%

100%

100%

100%

100%

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Tenement Schedule


1210125

1210126

1210128

1210129

1210130

1210131

1210132

1210133

1210134

1210135

1210136

06/02/2013

06/02/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

23/01/2013

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

4248906

4254297

4258281

4258282

4258283

4258284

4258585

4258286

4258287

4258288

4258289

4258290

4258291

4258292

4258421

4258422

4258423

4258424

4258425

4258426

4258427

4258428

4258429

4258430

4258431

4258432

4258433

4258434

4258435

4258436

4258437

4258438

4258439

4258440

11/3/2014

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

Earning in

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

For

per

sona

l use

onl

y

Tenement Schedule


4258441

4258442

4258443

4258444

4258445

4258446

4258447

4258448

4258449

4258450

4257392

4255667

4255668

4255669

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

20/9/2012

10/6/2013

25/5/2014

25/5/2014

25/5/2014

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

Project Claim Number Claim Due Date

Interest Comments

Rainy Project

Claims

4262471

4262472

4250316

4250319

4254475

4254476

4254477

4254478

4254479

4260559

4260560

4260561

4260562

4260563

4260564

4260565

4254472

4254480

4254481

4254482

4254483

4254484

4264664

4264665

4265461

4265465

4265464

4205809

4205814

13/07/2013

13/07/2013

16/05/2013

13/06/2013

26/01/2013

26/01/2013

26/01/2013

26/01/2013

26/01/2013

2/12/2012

2/12/2012

2/12/2012

2/12/2012

2/12/2012

26/01/2013

02/12/2012

18/01/2013

18/01/2013

18/01/2013

18/01/2013

18/01/2013

18/01/2013

16/05/2013

27/04/2013

08/08/2013

27/9/2013

27/9/2013

22/11/2012

22/11/2012

100%

100%

100%

100%

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

100%

100%

100%

100%

100%

Earning in

Earning in

See operations

report

For

per

sona

l use

onl

y

Tenement Schedule


4205815

4205816

4205817

4205818

4214438

4214439

4214440

4214441

4214442

4252940

4252941

4252942

4265462

4265463

4267980

4267981

4267982

4267983

4254638

4257501

4257508

4257510

4257511

4257515

4257516

4257517

4260366

4260515

4260516

4263609

4263700

4266941

4266942

4266943

4266944

4248593

4248594

4248595

4252938

4255741

4255742

4255743

4255745

4255746

4255747

22/11/2012

22/11/2012

22/11/2012

22/11/2012

3/3/22013

3/3/22013

3/3/22013

3/3/22013

3/3/22013

1/10/2012

1/10/2012

1/10/2012

30/1/2014

30/1/2014

28/2/2014

28/2/2014

28/2/2014

28/2/2014

15/2/2013

17/1/2013

17/1/2013

17/1/2013

17/1/2013

17/1/2013

17/1/2013

17/1/2013

15/2/2013

17/1/2013

17/1/2013

27/7/2013

5/5/2013

27/7/2013

27/7/2013

27/7/2013

27/7/2013

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

100%

100%

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

For

per

sona

l use

onl

y

Tenement Schedule


4255748

4256162

4256163

4256164

4256165

4256166

4256167

4256168

4256169

4256170

4256177

4256178

4256179

4256180

4256185

4256561

4256569

4256570

4256571

4256573

4256574

4256591

4256594

4256595

4256596

4256597

4256598

4259601

4268070

4268071

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

20/10/2012

3/4/2014

3/4/2014

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

100%

100%

Project PIN Township Property Interest Comments

Rainy Project

Patents

56046-0036

56046-0192

56046-0169

56046-0012

56046-0090

56046-0080

56046-0009

56046-0163

56046-0116

56046-0141

56046-0151

56046-0004

56046-0150

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Section 21

Section 28

Section 28

Section 27

Section 33

Section 12

Section 12

Section 1

Section 1

Section 23

Section 24

Section 24

Section 24

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

See operations

report

For

per

sona

l use

onl

y

Tenement Schedule


56046-0149

56046-0015

56046-0143

56046-0111

56046-0127

56046-0165

56041-0044

56046-0135

56046-0178

56046-0159

56046-0175

56046-0176

56041-0081

56046-0045

56046-0074

56046-0003

56046-0049

56046-0068

56046-0070

56046-0052

56041-0094

56041-0048

56041-0055

56046-0140

56046-0065

56046-0173

56046-0145

56041-0051

56041-0050

56041-0166

56041-0053

56046-0093

56046-0050

56046-0110

56046-0091

56046-0158

56046-0087

56041-0054

56046-0240

56046-0241

56041-0167

56041-0092

56041-0093

56041-0056

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Tait

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Tait

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Tait

Tait

Tait

Pattullo

Pattullo

Pattullo

Pattullo

Tait

Tait

Tait

Tait

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Tait

Pattullo

Pattullo

Tait

Tait

Tait

Tait

Morley

Section 2

Section 2

Section 1

Section 2

Section 2

Section 20

Section 7

Section 26

Section 34

Section 35

Section 35

Section 27

Section 8

Section 15

Section 29

Section 2

Section 3

Section 28

Section 28

Section 10

Section 18

Section 18

Section 7

Section 2

Section 22

section 15

Section 1

Section 6

Section 6

Section 6

Section 6

Section 16

Section 16

Section 16

Section 16

Section 13

Section 22

Section 6

Section 12

Section 12

Section 7

Section 18

Section 18

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning In

Earning in

Earning in

Earning in

Earning in

Earning in

For

per

sona

l use

onl

y

Tenement Schedule


56047-0350

56047-0062

56047-0147

56046-0064

56047-0059

56047-0341

56047-0046

56047-0220

56041-0057

56041-0052

56047-0332

56047-0043

56047-0045

56047-0180

56046-0081

56046-0190

56046-0180

56046-0200

56046-0066

56047-0182

56046-0179

56046-0019

56046-0062

56041-0017

56041-0212

56047-0333

56047-0352

56047-0178

56046-0144

56050-0101

56053-0025

56053-0060

56053-0050

56053-0137

56053-0031

56053-0040

56053-0123

56053-0020

56053-0171

56053-0152

56053-0001

56053-0026

56053-0044

56053-0133

56053-0195

Morley

Morley

Pattullo

Morley

Morley

Morley

Morley

Tait

Tait

Morley

Morley

Morley

Morley

Pattullo

Pattullo

Pattullo

Pattullo

Pattullo

Morley

Pattullo

Pattullo

Pattullo

Tait

Tait

Morley

Morley

Morley

Pattullo

Nelles

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Section 5

Section 34

Section 35

Section 36

Section 14

Section 34

Section 34

Section 34

Section 35

Section 5

Section 7

Section 33

Section 27

Section 27

Section 28

Section 9

Section 17

Section 8

Section 8

Section 17

Section 26

Section 24

Section 24

Section 9

Section 20

Section 30

Section 27

Section 27

Section 33

Section 6

Section 2

Section 4

Section 11

Section 8

Section 9

Section 9

Section 9

Section 16

Section 16

Section 4

Section 5

Section 4

Section 4

Section 3

Section 9

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

For

per

sona

l use

onl

y

Tenement Schedule


56053-0196

56053-0132

56053-0002

56053-0182

56053-0143

56053-0165

56053-0183

56053-0012

56053-0170

56053-0200

56053-0004

56053-0172

56053-0030

56053-0135

56053-0010

56053-0131

56053-0177

56053-0180

56049-0205

56049-0027

56049-0192

56054-0052

56046-0002

56037-0005

56037-0085

56037-0142

56037-0159

56037-0034

56037-0116

56046-0033

56041-0112

56046-0030

56046-0007

56046-0088

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Blue

Dilkes

Dilkes

Dilkes

Worthington

Pattullo

Dobie

Dobie

Dobie

Dobie

Dobie

Dobie

Pattullo

Tait

Pattullo

Pattullo

Pattullo

Section 2

Section 2

Section 3

Section 11

Section 5

Section 11

Section 11

Section 11

Section 10

Section 10

Section 10

Section 12

Section 12

Section 12

Section 12

Section 3

Section 10

Section 9

Section 14

Section 35

Section 36

Section 36

Section 33

Section 23

Concession 6

Concession 6

Concession 6

Concession 6

Concession 6

Concession 6

Section 24

Section 19

Section 36

Section 36

Section 34

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

Earning in

For

per

sona

l use

onl

y

Tenement Schedule


Project Claim Number Claim Due Date Interest Comments

Ardeen 1022635

1022636

1022637

1135465

1135466

1157496

1157497

1157666

1157667

1157668

1157670

1157671

1164874

1164875

1164876

1164877

1172315

1172316

1172317

1172340

1172345

1172346

1172347

1172348

1172349

1172350

1172355

1172356

1172365

1172366

1172367

1172368

1172369

1172375

1172385

1172386

1172387

1172388

1172395

1172396

1195937

1195940

1196147

6/02/2013

27/01/2013

27/012013

5/112013

5/112013

5/112013

5/112013

6/112013

6/112013

6/112013

6/112013

6/112013

31/102013

31/102013

31/102013

31/102013

31/102013

31/102013

31/102013

2/112013

31/102013

31/102013

31/102013

31/102013

31/102013

31/102013

31/102013

31/102013

31/10/2017

1/112013

1/112013

1/112013

1/112013

31/102013

31/102013

31/102013

1/112013

1/112013

31/102013

31/102013

22/072013

22/072013

4/102013

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

For

per

sona

l use

onl

y

Tenement Schedule


1196239

1196240

1196870

1196921

1196923

1196924

1202036

1202264

1202265

1202302

1205201

1205202

1205203

1205204

1205287

1209440

1209441

1209470

1209697

1209698

1209770

1210243

1210245

1210776

1210792

1215147

1215148

1215149

1215450

1215451

1215452

1215453

1215454

1215751

1215752

1215758

1215760

1215831

1215859

1217105

1224629

3001505

3001506

3001507

677468

19/042013

19/042013

1/112013

14/032013

5/102013

2/112013

12/012013

11/082013

11/082013

16/092013

6/122013

6/122013

6/122013

6/122013

27/092013

13/122013

13/122013

23/082013

30/082013

6/082013

16/012013

24/042013

29/042013

14/082013

25/102013

4/112013

4/112013

4/112013

14/08/2014

14/082013

14/082013

14/082013

14/082013

4/112013

4/112013

13/122013

6/052013

8/112013

25/112013

13/122013

11/082013

7/022013

7/022013

7/022013

25/012013

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

For

per

sona

l use

onl

y

Tenement Schedule


677469

677470

677471

677472

677473

677474

677475

677476

677477

677478

677479

786521

786522

786523

786524

786525

786526

786527

786528

786529

786541

786542

786543

786544

786545

813157

813158

813159

813160

813161

813162

813163

813164

813165

813166

835178

835179

835184

835185

835186

835187

835188

835189

835190

835195

25/012013

25/01/2015

25/012013

25/012013

25/012013

25/012013

25/012013

25/012013

25/012013

25/012013

25/012013

8/062013

8/062013

8/062013

8/062013

8/062013

8/062013

8/062013

8/062013

8/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

26/062013

27/112013

27/112013

27/112013

27/112013

27/112013

27/112013

27/112013

27/112013

27/112013

27/112013

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

For

per

sona

l use

onl

y

Tenement Schedule


835196

835197

835304

835305

835306

835307

835308

835309

835310

835311

835312

835313

863760

873515

873516

873517

873518

873519

873520

873522

27/112013

27/112013

3/122013

3/122013

3/122013

3/122013

3/122013

30/122013

30/122013

30/122013

30/122013

30/122013

27/112013

30/122013

30/122013

30/122013

30/122013

30/122013

30/122013

21/04/2014

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

51%

For

per

sona

l use

onl

y

Directors Report


The Directors present their report for Coventry Resources Limited (“Coventry” or “the Company”) and its subsidiaries for the

year ended 30 June 2012.

DIRECTORS The names, qualifications and experience of the Company’s Directors in office during the financial year and until the date of

this report are as follows. Directors were in office for this entire period unless otherwise stated.

Mr. Michael Haynes Non-executive Chairman Mr. Haynes has more than 19 years experience in the mining industry. Mr. Haynes graduated from the University of Western

Australia with an honours degree in geology and geophysics. He has been intimately involved in the exploration and

development of resource projects, targeting a wide variety of commodities, throughout Australia and extensively in

Southeast and Central Asia, Africa, North and South America, and Europe.

Mr. Haynes has held technical positions with both BHP Minerals Limited and Billiton plc. He ran his own successful

consulting business for a number of years providing professional geophysical and exploration services to both junior and

major resource companies. He has worked extensively on project generation and acquisition throughout his career. Over the

past seven years he has been intimately involved in the incorporation and initial public offerings of several resources

companies, and in the ongoing financing and management of these companies.

Mr. Haynes is the Chairman of Genesis Minerals Limited (appointed 4 July 2007) and Overland Resources Limited

(appointed 9 May 2005) and is a Director of Black Range Minerals Limited (appointed 27 June 2005) and Birimian Gold

Limited (formerly Eagle Eye Metals Limited) (appointed 25 May 2011). Mr. Haynes was a Director of Bellamel Mining

Limited (appointed 16 May 2007, resigned 31 December 2008).

Mr. Michael Naylor (appointed 2 July 2012) Managing Director/Chief Executive Officer Mr. Naylor has over 16 years experience in the resources sector, primarily in gold projects in Europe, Africa and Australia. In

his most recent position as Finance Director of Dragon Mining Limited, Mr. Naylor was integral in the exploration, mining and

processing operations of its open pit and underground gold mines and development projects in Sweden and Finland.

Mr. Naylor has extensive experience in feasibility studies, project finance, development and risk management of gold

projects. Mr. Naylor is a chartered accountant and formerly held a senior management position with Ernst and Young in

Perth and Toronto.

Mr. Naylor was a Director of Dragon Mining Limited (appointed 1 July 2008, resigned 27 April 2012).

Mr. Anthony Goddard Technical Director Mr. Goddard graduated from the University of Western Australia in 1992 with a first class honours degree in Geology. He has

more than 18 years exploration experience worldwide, primarily exploring for gold and copper, working with numerous

companies including BHP, Rio Tinto, Equinox Resources, Phelps Dodge and Barrick Gold, as well as acting as an

independent consultant. Tony has extensive global experience in project generation, identification and acquisition, most

recently as regional generative geologist for Barrick Gold in Australia and Eurasia.

Mr. Goddard has not held a directorship in another publicly listed company during the previous three years.

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Mr. Faldi Ismail Non-executive Director Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a

wide range of ASX-listed companies.

Mr Ismail has many years of investment banking experience covering a wide range of sectors, with a specific focus on the

resources sector.

Mr Ismail is the co-founder and operator of Otsana Capital, a boutique advisory firm specialising in mergers and acquisitions,

capital raisings and initial public offerings (IPOs).

Mr. Ismail is the Chairman of ASX listed Epic Resources Limited (appointed 24 September 2010) and is a Director of ASX

listed and TSX-V listed Kalimantan Gold Corporation Limited (appointed 17 September 2009). Mr. Ismail was a director of

Minbos Resources Limited (appointed 17 December 2009, resigned 1 January 2012), Energio Limited (appointed 24 March

2010, resigned 2 December 2010), Kangaroo Resources Limited (appointed 19 November 2008, resigned 21 January 2011),

Cape Range Limited (appointed 21 April 2008, resigned 4 March 2010), Pan Asia Corporation Limited (appointed 5 August

2008, resigned 10 August 2009), and NSL Consolidated Limited (appointed 11 April 2007, resigned 2 October 2008). Mr. Rhod Grivas Non-executive Director Mr. Grivas is a qualified geologist with over 20 years experience in corporate and technical management of junior and mid-

tier resources companies. He has been an executive director of numerous exploration companies and was recently

Managing Director of dual ASX/TSX listed gold miner, Dioro Exploration NL, prior to its takeover by Avoca Resources

Limited in 2010.

Mr. Grivas is currently non-executive Chairman of Equator Resources Limited (appointed 9 September 2011) and Canyon

Resources Limited (appointed 3 May 2010) and is a Director of Southern Crown Resources Limited (appointed 30 April

2010). Mr. Grivas was a Director of Dioro Exploration Limited (appointed 2 September 2002, resigned 4 March 2010) and

Lodestar Minerals Limited (appointed 13 August 2007, resigned 1 May 2012).

Company Secretary Mr. Nicholas Day Mr. Day has more than 15 years experience in corporate finance and the resources industry. Previously he was CFO and

Company Secretary of Antaria and AIM & ASX listed mining company Albidon Ltd. Prior to this, Mr. Day was with Ernst &

Young. In addition to his company secretarial skills he has experience in strategic planning, business development,

acquisitions and mergers, bankable feasibility studies, and project development general management.

Mr. Day is a qualified accountant being a member of ACPA, is a fellow of FINSIA and holds an MBA and BCom from the

University of Western Australia.

Mr. Day is the Company Secretary for Black Range Minerals Limited (appointed 22 June 2010). Mr. Day was Company

Secretary for Birimian Gold Limited (formerly Eagle Eye Metals Limited) (appointed 25 May 2011, resigned 29 August 2012)

and Overland Resources Limited (appointed 22 June 2010, resigned 29 August 2012).

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INTERESTS IN THE SECURITIES OF THE COMPANY At the date of this report the interests of the Directors in the shares and options of Coventry Resources Limited are:

Director Ordinary Shares Options over Ordinary Shares

Mr. Michael Haynes

Mr. Michael Naylor

4,291,086

908,629

3,758,695

4,500,000

Mr. Anthony Goddard 5,007,446 3,869,565

Mr. Faldi Ismail 300,000 652,516

Mr. Rhod Grivas 35,000 1,000,000

RESULTS OF OPERATIONS The Group’s net loss after taxation attributable to the members of Coventry Resources Limited for the year was $5,578,898

(2011: $1,502,135).

DIVIDENDS No dividend was paid or declared by the Company in the year and up to the date of this report.

CORPORATE STRUCTURE Coventry Resources Limited is a company limited by shares that is incorporated and domiciled in Australia.

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES During the financial year, the principal activity was mineral exploration. At the date of this report the Company holds four

gold projects in Canada.

EMPLOYEES The Group had 18 employees at 30 June 2012 (2011: 17).

REVIEW OF OPERATIONS Cameron Gold Project During the past year Coventry Resources Limited embarked on a Preliminary Economic Study (“PEA”) and continued to

aggressively explore the Cameron Gold Project (“Project”) in Ontario, Canada, while simultaneously acquiring additional

baseline environmental data so that the Company can move the Project through to mine permitting. Exploration of the

project has been ongoing.

Results from a 53 hole diamond drilling program (7,050 metres) were received in the first quarter of 2012. The objectives of

the program were to:

4. Test plunge extensions in the south-eastern part of the Deposit that are currently not incorporated in the resource

block model.

5. Test along strike extensions of the Deposit to the northwest and southeast.

6. Test structural and geophysical targets along the Cameron Lake Shear Zone.

As all these drill holes were located in reasonable proximity to the Cameron Gold Deposit their results affect the potential

site layout of any possible mine development, and hence their completion also comprised part of the sterilisation program

required prior to mine development.

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Several significant intercepts were returned in holes drilled to test the plunge extensions of the Cameron Gold Deposit to the

southeast, including:




A number of anomalous gold intersections were recorded in holes drilled to evaluate both the north-western and south-

eastern strike extents of the Deposit, suggesting that the Cameron Lake Shear Zone and associated structures remain

mineralised. Of interest is an area 400m to the southeast of the Deposit, where a shallow low grade intercept returned 6.0

metres @ 0.98 g/t gold from 1.9 metres. This result is located near the outer edge of a newly identified gold in till “train”

which may be derived from the interpreted extension of the Cameron Lake Shear Zone.

In addition to this work, an extensive geochemical pit sampling program and a limited reverse circulation (RC) overburden

drilling program was completed during late 2011 and during the northern hemisphere spring of 2012 in the western part of

the project area. This geochemical sampling has recorded some 10 anomalies worthy of follow up, including significant

anomalies to the northwest and southeast of the Cameron Gold Deposit.

Work planned for the Cameron Gold project includes additional drilling within the deposit to provided further geotechnical

information for pit slope design and to better defined aspects of the resource model that will likely lead to improvements in

the economics of the project. Gold in till anomalies both near the deposit, and in a regional sense will be further defined by

infill pit sampling and RC drilling where appropriate. . Anomalies delineated will be tested by diamond drilling during the

northern hemisphere spring.

Wider-spaced pit sampling of the central and eastern parts of the project area will also be undertaken in order to generate

additional targets to grow the exploration pipeline with the objective of adding further resources to the project.

Rainy River Gold Project The Company continued to acquire mineral rights adjacent to the rapidly expanding 8.0Moz Rainy River Gold Deposit and is

currently the second-largest landholder in the district.

During the year the Company completed an inaugural RC overburden drilling program with a total of 181 holes drilled for

4,349 metres. Eight definitive gold anomalies worthy of further follow-up work have been delineated from this program. In

addition, a semi-massive sulphide body, anomalous in precious and base metals, was also intersected during the drilling

program as well as a number of Ni-Cu-Co-Cr and Zn-Pb-Cu base metal anomalies. Follow-up drilling and other ground work

over all defined anomalies are currently being planned, with work scheduled to commence early in 2013 during the northern

hemisphere winter.

A total of 6,000m of infill and extensional Air Core (AC) and RC drilling will comprise the winter 2013 program. Anomalies

delineated will be tested by first-pass diamond drilling during the northern hemisphere spring. In addition to this, a 100m

line-spaced, high-resolution airborne magnetic survey will also be completed over the region encompassing the Company’s

claims. This survey is planned to commence in February 2013.

West Cedartree Gold Project During the year the Company reached agreement to acquire a 100% interest in the West Cedartree Gold Project located

10km west of the Cameron Gold Project. The Project hosts a JORC-Code compliant Indicated and Inferred mineral resource

estimate at the Dubenski Gold Deposit (Table 2) totalling:

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573,000 tonnes at a grade of 3.50 g/t gold for 64,500 ounces of gold (0.65 g/t gold cut-off).

Consideration payable comprises $500,000 (the remaining $400,000 due in October 2012) and 7.7 million shares in the

Company which are expected to be issued in October 2012.

Currently the Company is updating the JORC-code compliant mineral resource estimates for the Dubenski and Angel Hill

deposits. It is anticipated that JORC-code compliant mineral resource estimate for the Dogpaw Prospect will also be

completed towards the end of 2012.

Additional drilling will be undertaken at the West Cedartree Project in conjunction with further exploration at the Cameron

Gold Project, with the aim of extending the mineral resources at the known deposits and delineating new resources at other

prospects within the Project area.

Ardeen Gold Project, Ontario, Canada During the past year the Company has focused its efforts on the exploration and development of the Cameron Gold Project

and as such only minimal work was completed on the Ardeen Gold Project during the year.

The Company has earned a 51% interest in this Project and is assessing a number of options for the project..

Other Opportunities Coventry continues to evaluate and pursue other opportunities in Canada and the USA that may strategically add value to

the Company.

Table 1. JORC code compliant resource estimate for the Cameron Gold Deposit applying various cut-off grades.

Cut-off grade (g/t gold) Category Tonnes Grade

(g/t gold) Ounces of gold

0.5 Measured 3,230,000 2.23 232,000 Indicated 6,922,000 1.082 405,000 Inferred 17,847,000 1.68 962,000 Total 27,999,000 1.78 1,599,000 1.0 Measured 2,472,000 2.68 213,400 Indicated 4,724,000 2.33 353,700 Inferred 12,226,000 2.11 830,100 Total 19,422,000 2.24 1,397,200 1.5 Measured 1,793,000 3.23 186,000 Indicated 3,084,000 2.91 289,000 Inferred 7,853,000 2.60 658,000 Total 12,730,000 2.77 1,133,000 2.0 Measured 1,288,000 3.81 158,000 Indicated 2,068,000 3.49 232,000 Inferred 4,867,000 3.14 491,000 Total 8,223,000 3.33 881,000

Table 2. JORC code compliant resource estimate for the Dubenski Gold Deposit, West Cedartree Gold Project.

Cut-off grade (g/t gold) Category Tonnes Grade

(g/t gold) Ounces of gold

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0.65 Indicated 551,000 3.53 62,700 Inferred 22,000 2.57 1,800 Total 573,000 3.50 64,500

SIGNIFICANT EVENTS AFTER THE BALANCE DATE On 2 July 2012, the Group announced that Mr. Michael Naylor had commenced employment as the Company’s Managing

Director/Chief Executive Officer.

On 20 August 2012, the Group announced the issue of incentive options, 5,000,000 to the Group’s new Managing Director

and Exploration Manager and a further 500,000 options were issued to a new senior consultant engaged to manage the

PEA on the Cameron Gold Project.

On 21 August 2012, the Group announced the key appointment of Mr Steven Chadwick as a senior consultant to review and

manage the completion of the PEA on the development of the Cameron Gold Project, in preparation for taking the Project

into production.

On 10 September 2012, the Group announced that it had entered into a definitive merger implementation agreement with

Crescent Resources Corp. (TSX-V:CRC), pursuant to which the two companies will merge. The combined company will

make application to have its shares listed and tradeable on both the TSX Venture Exchange (TSX-V) and the Australian

Securities Exchange (ASX) immediately after the merger is completed. Pursuant to the Agreement, it is proposed that

Crescent will undertake a 1:5 consolidation of its common shares prior to completion of the merger. Crescent will then offer

to acquire all of Coventry’s fully paid ordinary shares on the basis of 0.2513 “post-consolidation” shares of Crescent for each

share of Coventry.

A Scheme Booklet setting out the terms of the merger, which will include an Independent Expert’s Report is expected to be

circulated to all Coventry shareholders and optionholders during October 2012. A meeting of Coventry shareholders and

optionholders to consider the Scheme and Option Scheme respectively is expected to the held in November 2012 and the

merger is expected to be implemented by early December 2012.

On 12 September 2012, the Group announced that it had received commitments to raise $1.3 million through the placement

of 23.6 million new shares at a price of $0.055 per share to institutional investors.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Directors have excluded from this report any further information on the likely developments in the operations of the

Group and the expected results of those operations in future financial years, as the Directors believe that it would be

speculative and prejudicial to the interests of the Group.

ENVIRONMENTAL REGULATION AND PERFORMANCE The Company carries out operations that are subject to environmental regulations under both Federal Territorial and

Provincial legislation in relation in Canada. The Group has formal procedures in place to ensure regulations are adhered

to. The Group is not aware of any breaches in relation to environmental matters.

SHARE OPTIONS As at the date of this report, there were 47,138,752 unissued ordinary shares under options (41,738,752 at the reporting

date). The details of the options at the date of this report are as follows:

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Number Exercise Price

$

Expiry Date

3,230,770 0.26 18/12/12

19,257,982 0.20 30/04/13

10,000,000 0.30 30/01/13

500,000 0.30 25/03/13

500,000 0.30 30/07/13

1,000,000 0.28 23/02/13

650,000 0.20 08/08/14

500,000 0.20 24/08/14

6,000,000 0.26 01/12/16

4,500,000 0.12 17/08/17

500,000 0.12 08/03/17

500,000 0.12 17/06/15

47,138,752

During the financial year, no options were exercised. 2,009,376 options expired during the year and 50,000 options were

cancelled during the year. 750,000 options exercisable at $0.20 with an expiry date of 8 August 2014, 550,000 options

exercisable at $0.20 with an expiry date of 24 August 2014 and 6,000,000 options exercisable at $0.26 with an expiry date

of 1 December 2016 were issued. Since the end of the financial year 100,000 options expired. 4,500,000 options

exercisable at $0.12 with an expiry date of 17 August 2017, 500,000 options exercisable at $0.12 with an expiry date of 8

March 2017 and 500,000 options exercisable at $0.12 with an expiry date of 17 June 2015 were issued.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or

liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted

by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company paid

insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers of the Company,

including officers of the Company’s controlled entities. The liabilities insured are damages and legal costs that may be

incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of

entities in the group. The total amount of insurance premiums paid has not been disclosed due to confidentiality reasons.

DIRECTORS’ MEETINGS During the financial year, in addition to regular Board discussions, the number of meetings of directors held during the year

and the number of meetings attended by each director were as follows:

Director

Number of Meetings Eligible to Attend

Number of Meetings Attended

Mr. Michael Haynes

Mr. Michael Naylor

7

-

7

-

Mr. Anthony Goddard 7 7

Mr. Rhod Grivas 7 7

Mr. Faldi Ismail 7 6

PROCEEDINGS ON BEHALF OF COMPANY

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No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to

which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those

proceedings. The Company was not a party to any such proceedings during the year.

CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Coventry

Resources Limited support and have adhered to the principles of sound corporate governance. The Board recognises the

recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that the Company is

in compliance with those guidelines to the extent possible, which are of importance to the commercial operation of a junior

listed resources company. The Company’s Corporate Governance Statement and disclosures are contained elsewhere in

the annual report.

AUDITOR’S INDEPENDENCE AND NON-AUDIT SERVICES Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Coventry Resources

Limited with an Independence Declaration in relation to the audit of the full-year financial report. A copy of that declaration is

included at page 53 of this report.

There were no non-audit services provided by the Company’s auditor.

REMUNERATION REPORT (AUDITED) This report outlines the remuneration arrangements in place for key management personnel of Coventry Resources Limited

in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this report, Key

Management Personnel (KMP) of the Company and the Group are defined as those persons having authority and

responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly,

including any director (whether executive or otherwise) of the Company and the Group, and includes the executives in the

Company and the Group receiving the highest remuneration.

Details of Key Management Personnel Mr Michael Haynes Non-Executive Chairman

Mr Michael Naylor Managing Director/Chief Executive Officer – appointed 2 July 2012

Mr Anthony Goddard Technical Director

Mr Faldi Ismail Non executive Director

Mr. Rhod Grivas Non executive Director

Ms. Beverley Nichols Chief Financial Officer

Mr. Nicholas Day Company Secretary

Mr. Nick Walker Country Manager – Canada

Remuneration Policy The Board is responsible for determining and reviewing compensation arrangements for the Directors and management.

The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by

reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from

the retention of a high quality board and executive team. The Company and the Group does not link the nature and amount

of the emoluments of such officers to the Company’s and the Group’s financial or operational performance. Although share

options issued as part of remuneration to the Key Management Personnel were not subject to a performance hurdle as these

options were issued as a form of retention bonus and incentive package for the purpose of identifying, evaluating and

proposing to the Group any new projects.

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The lack of a performance link at this time is not considered to have a negative impact on retaining and motivating Directors.

As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee

Charter. Due to the current size of the Company and the Group and number of directors, the Board has elected not to create

a separate Remuneration Committee but has instead decided to undertake the function of the Committee as a full Board

under the guidance of the formal charter. The Company and the Group has no policy on executives and directors entering

into contracts to hedge their exposure to options or shares granted as part of their remuneration package.

The rewards for Directors’ have no set or pre-determined performance conditions or key performance indicators as part of

their remuneration due to the current nature of the business operations. The Board determines appropriate levels of

performance rewards as and when they consider rewards are warranted.

The table below shows the performance of the Company and the Group as measured by loss per share since 30 June 2007:

As at 30 June 2012 2011 2010 2009(*) 2008(*)

Loss per share (cents) (3.06) (0.98) (1.67) (47.60) (124.71)

Share price at reporting date (cents) 6 17 17 44 44

(*) The loss per share was adjusted to reflect the recent share consolidations.

Details of the nature and amount of each element of the emolument of each key management personnel of the Company for

the financial year are as follows:

*Mr. Naylor was appointed on 2 July 2012

Short Term Post

Employment

Options

2012 Base

Salary

Directors

Fees

Consulting

Fees

Superannuation Share Based

Payments Total

Option

related

Directors $ $ $ $ $ $ %

Mr. M Haynes - 60,000 190,000 - 91,926 341,926 26.88

Mr. M Naylor* - - - - - - -

Mr. A Goddard - 60,000 190,000 - 91,926 341,926 26.88

Mr. F Ismail - 36,000 - - 18,385 54,385 33.81

Mr. R Grivas - 45,000 6,000 4,050 32,117 87,167 36.85

Executive

Mr. N Walker 178,497 - - - 21,590 200,087 10.79

Mr. N Day

Ms. B Nichols

-

-

-

-

66,000

66,000

-

-

7,052

5,289

73,052

71,289

9.65

7.42

178,497 201,000 518,000 4,050 268,285 1,169,832 -

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*Mr. Grivas was appointed on 2 August 2010 There were no other key management personnel of the Company and the Group during the year. The share options issued

as part of remuneration to the Key Management Personnel were not subject to a performance hurdle as these options were

issued as a form of retention bonus and incentive package for the purpose of identifying, evaluating and proposing to the

Group any new projects.

The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are

as follows:

30 June 2012

Grant Date Grant Number

Vesting Date

Expiry Date/Last exercise

date

Fair Value per option at grant

date

Exercise price per

option

Total value

granted $

% vested

N Walker 6/05/2010 250,000 25/03/2011 25/03/2015 $0.1551 $0.30 38,767 100%

6/05/2010 250,000 25/03/2012 25/03/2015 $0.1551 $0.30 38,767 100%

8/08/2011 100,000 8/08/2011 8/08/2014 $0.0547 $0.20 5,470 100%

8/08/2011 100,000 8/08/2012 8/08/2014 $0.0547 $0.20 5,470 -

R Grivas 30/07/2010 250,000 30/07/2011 30/07/2013 $0.09 $0.30 22,008 100%

30/07/2010 250,000 30/07/2012 30/07/2013 $0.09 $0.30 22,008 -

1/12/2011 250,000 1/12/2011 1/12/2016 $0.0725 $0.26 18,125 100%

1/12/2011 250,000 1/12/2012 1/12/2016 $0.0725 $0.26 18,125 -

N Day 8/08/2011 100,000 8/08/2011 8/08/2014 $0.0547 $0.20 5,470 100%

8/08/2011 100,000 8/08/2012 8/08/2014 $0.0547 $0.20 5,470 -

B Nichols 8/08/2011 75,000 8/08/2011 8/08/2014 $0.0547 $0.20 4,102 100%

8/08/2011 75,000 8/08/2012 8/08/2014 $0.0547 $0.20 4,102 -

M Haynes 1/12/2011 1,250,000 1/12/2011 1/12/2016 $0.0725 $0.26 90,625 100%

1/12/2011 1,250,000 1/12/2012 1/12/2016 $0.0725 $0.26 90,625 -

A Goddard 1/12/2011 1,250,000 1/12/2011 1/12/2016 $0.0725 $0.26 90,625 100%

1/12/2011 1,250,000 1/12/2012 1/12/2016 $0.0725 $0.26 90,625 -

F Ismail 1/12/2011 250,000 1/12/2011 1/12/2016 $0.0725 $0.26 18,125 100%

1/12/2011 250,000 1/12/2012 1/12/2016 $0.0725 $0.26 18,125 -

Short Term Post

Employment

Options

2011 Base

Salary

Directors

Fees

Consulting

Fees

Superannuation Share Based

Payments Total

Option

related

Directors $ $ $ $ $ $ %

Mr. M Haynes - - 220,000 - - 220,000 -

Mr. A Goddard - - 240,000 - - 240,000 -

Mr. F Ismail - 36,000 - - - 36,000 -

Mr. R Grivas* - 32,083 12,100 - 30,285 74,468 40.67

Executive

Mr. N Walker 164,315 - - - 52,856 217,171 24.34

Mr. N Day

Ms. B Nichols

-

-

-

-

61,000

56,000

-

-

-

-

61,000

56,000

-

-

164,315 68,083 589,100 - 83,141 904,639 -

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Options granted have been valued using the Black-Scholes option pricing model, which takes account of factors such as the

option exercise price, the current level and volatility of the underlying share price and the time to maturity of the option.

Options granted carry no dividend or voting rights. For details on the valuation of options, including models and assumptions

used, please refer to note 23.

There were no alterations to the terms and conditions of options granted as remuneration since their grant. No employee

options were exercised, forfeited or lapsed for the year ended 30 June 2012 (2011: Nil).

Executive Directors and other Key Management Personnel Directors’ and Executive remuneration is stipulated in consulting services agreements between the Company and the

Directors’ related entities. A summary of the key terms of the agreements are outlined below:

The Non-Executive Chairman, Mr. Michael Haynes, is employed under a consulting services agreement, which commenced

on 28 October 2011 for a period of twenty-four months. The agreement may be terminated by Mr. Haynes at any time by

giving one month’s notice in writing, or such shorter period of notice as may be agreed. The Company may terminate the

agreement by giving one month’s written notice or by paying an amount equivalent to one month’s Directors retainer and

one month’s consulting fee or without notice in case of serious misconduct, at which time Mr. Haynes would be entitled to

that portion of consulting fees services arising up to the date of termination. Director’s fees will be paid to Mr. Haynes in

addition to the fees paid under the consulting agreement.

The Technical Director, Mr. Anthony Goddard is employed under a consulting services agreement, which commenced on 28

October 2011 for a period of twenty-four months. The agreement may be terminated by Mr. Goddard at any time by giving

one month’s notice in writing, or such shorter period of notice as may be agreed. The Company may terminate the

agreement by giving one month’s written notice or by paying an amount equivalent to one month’s Directors retainer and

one month’s consulting fee or without notice in case of serious misconduct, at which time Mr. Goddard would be entitled to

that portion of consulting fees services arising up to the date of termination. Director’s fees will be paid to Mr. Goddard in

addition to the fees paid under the consulting agreement.

The Company Secretary, Mr. Nicholas Day consults to the Company and is remunerated on a monthly basis. Mr. Day’s

services may be terminated with three months notice.

The Chief Financial Officer, Ms. Beverley Nichols consults to the Company and is remunerated on a monthly basis. Ms.

Nichols’ services may be terminated with one months notice.

The Country Manager in Canada, Mr. Nicholas Walker is employed by the Company and is remunerated on a monthly

basis. Mr. Walker’s services may be terminated with three months notice.

Non-Executive Director The Directors, Mr. Faldi Ismail and Mr. Rhod Grivas, are paid an annual Director’s fee on a monthly basis and their services

may be terminated by either party at anytime and effective immediately.

The aggregate remuneration for non-executive Directors Fees has been set at an amount not to exceed $330,000 per

annum. This amount may only be increased with the approval of Shareholders at a general meeting.

END OF REMUNERATION REPORT

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Directors’ Report


Signed on behalf of the board in accordance with a resolution of the Directors.

Michael Haynes


28 September 2012

Competent Persons Statement The information in this announcement that relates to Exploration Results and Mineral Resources is based on information compiled by or under the supervision of Anthony Brendon Goddard. Mr Goddard is Technical Director of Coventry Resources Limited and a Member of the Australian Institute of Geoscientists. Mr Goddard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and the activity he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” and a Qualified Person as defined in Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr Goddard consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. The information in this announcement that relates to Mineral Resources or Ore Reserves is based on information compiled by Mr Peter Ball who is a Chartered Professional and Member of the Australasian Institute of Mining and Metallurgy. Mr Ball is the Director of DataGeo Geological Consultants. Mr Ball has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and a Qualified Person as defined in Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr Ball consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.

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Corporate Governance Statement


The Board of Directors of the Company is responsible for corporate governance of the Company. The Board guides and

monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom

they are accountable.

The Company has established a set of corporate governance policies and procedures. These are based on the Australian

Securities Exchange Corporate Governance Council’s (the Council’s) “Principles of Good Corporate Governance and Best

Practice Recommendations” (the Recommendations). In accordance with the Council’s Recommendations, the Corporate

Governance Statement must now contain certain specific information and must disclose the extent to which the Company

has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed,

together with the reasons for the departure. For further information on corporate governance policies adopted by the

Company, refer to our website: www.coventryres.com.

Structure of the Board

The skills, experience and expertise of each Director in office at the date of the annual report are included in the Directors’

Report. Directors of the Company 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.

The Board has accepted the following definition of an Independent Director:

• “An Independent Director is a Director who is not a member of management, is a non-executive Director and who:

o is not a substantial shareholder (under the meaning of Corporations Act 2001) of the Company or an

officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;

o has not within the last three years been employed in an executive capacity by the Company or another

Group member, or been a Director after ceasing to hold any such employment;

o is not a principal of a professional adviser to the Company or another Group member;

o is not a significant consultant, supplier or customer of the Company or another Group member, or an

officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;

o has no significant contractual relationship with the Company or another Group member other than as a

Director of the Company;

o is free from any interest and any business or other relationship which could, or could reasonably be

perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.”

In accordance with the definition of independence above, a majority of Directors are considered not independent due to the

number of shares and share options held by each Director.

There are procedures in place, as agreed by the Board, to enable Directors to seek independent professional advice on

issues arising in the course of their duties at the Company’s expense. Such advice is to be shared amongst other Directors.

The term in office held by each Director at the date of this report is as follows:

Name Term in office

Mr. Michael Haynes 2 years and 11 months

Mr. Michael Naylor 3 months

Mr. Anthony Goddard 2 years and 11 months

Mr. Faldi Ismail 3 years and 4 months

Mr. Rhod Grivas 2 years and 2 months

Nomination Committee

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The Board has formally adopted a Nomination Committee Charter but given the present size of the Company, has not

formed a separate Committee. Instead the function will be undertaken by the full Board in accordance with the policies and

procedures outlined in the Nomination Committee Charter. At such time when the Company is of sufficient size a separate

Nomination Committee will be formed.

Audit and Risk Management Committee The Board has formally adopted an Audit and Risk Management Committee Charter but given the present size of the

Company, has not formed a separate Committee. Instead the function of the Committee will be undertaken by the full Board

in accordance with the policies and procedures outlined in the Audit and Risk Management Committee Charter. At such time

when the Company is of sufficient size a separate Audit and Risk Management Committee will be formed.

It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes

both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding

of assets, the maintenance of proper accounting records, and the reliability of financial and non financial-information. It is the

Board’s responsibility for the establishment and maintenance of a framework of internal control.

Performance The Board conducts its performance review of itself on an ongoing basis throughout the year. The small size of the

Company and hands on management style requires an increased level of interaction between Directors and Executives

throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the

current approach that it has adopted with regard to the review of its performance provides the best guidance and value to

the Company.

Remuneration It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board by

remunerating Directors fairly and appropriately with reference to relevant employment market conditions. The Board does

not link the nature and amount of executive and Directors’ emoluments to the Company’s financial and operational

performance.

For details of remuneration of Directors and Executives please refer to the Directors’ Report.

The Board is responsible for determining and reviewing compensation arrangements for Directors and management. The

Board has formally adopted a Remuneration Committee Charter however given the present size of the Company, has not

formed a separate Committee. Instead the function will be undertaken by the full Board in accordance with the policies and

procedures outlined in the Remuneration Committee Charter. At such time when the Company is of sufficient size a

separate Remuneration Committee will be formed. There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive Directors. Assurance The CEO and CFO periodically provide formal statements to the Board that in all material aspects:

• the Company’s financial statements present a true and fair view of the company’s financial condition and

operational results; and

• the risk management and internal compliance and control systems are sound, appropriate and operating efficiently

and effectively.

This assurance forms part of the process by which the Board determines the effectiveness of its risk management and internal control systems in relation to financial reporting risks.

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Corporate Governance Compliance During the financial year the Company has complied with each of the 8 Corporate Governance Principles and the

corresponding Best Practice Recommendations, other than in relation to the matters specified below:

Best Practice

Recommendation

Notification of Departure

Explanation of Departure

2.1

The Company does not have

a majority of independent

Directors.

The Directors consider that the current structure and composition

of the Board is appropriate to the size and nature of operations of

the Company.

2.2

The chairperson is not an

independent director

The Directors consider that the current structure and composition

of the Board is appropriate to the size and nature of operations of

the Company.

2.4


a Nomination Committee

The role of the Nomination Committee has been assumed by the

full Board operating under the Nomination Committee Charter

adopted by the Board.

4.1 and 4.2


an Audit and Risk

Management Committee

The role of the Audit and Risk Management Committee has been

assumed by the full Board operating under the Audit and Risk

Management Committee Charter adopted by the Board.

8.1


a Remuneration Committee

The role of the Remuneration Committee has been assumed by

the full Board operating under the Remuneration Committee

Charter adopted by the Board.

8.2

Non-executive directors

receive options as a part of

remuneration.

To attract and retain independent Non-executive directors with

sufficient skills and experience to the Company, incentive options

are required to form part of the remuneration package.

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Statement of Comprehensive Income for the year ended 30 June 2012 Notes Consolidated

2012 2011 $ $

Interest revenue 104,127 353,306

Revenue 104,127 353,306 Other income 4(a) 25,747 7,014

Public company costs (78,906) (78,024)

Consulting and directors fees (864,041) (734,236)

Legal fees (548,168) (99,302)

Staff costs (148,151) (148,230)

Serviced office and outgoings (207,956) (180,188)

Travel expenses (163,374) (247,524)

Impairment of exploration expenditure 9 (3,025,140) -

Other expenses 4(b) (673,036) (374,951)

Loss from continuing operations before income tax

(5,578,898) (1,502,135)

Income tax expense 5 - -

Loss from continuing operations after tax (5,578,898) (1,502,135)

Other Comprehensive loss

Foreign currency translation (156,297) (2,248,490)

Other comprehensive loss for the year

(156,297)

(2,248,490)

Total comprehensive loss for the year (5,735,195) (3,750,625)

Loss per share:

Basic loss per share (cents per share) 17 (3.06) (0.98)

Diluted loss per share (cents per share) 17 (3.06) (0.98) F

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Statement of Financial Position as at 30 June 2012 Notes Consolidated

2012 2011

$ $

CURRENT ASSETS Cash and cash equivalents 14(a) 2,985,446 7,968,108

Trade and other receivables 6 207,684 390,045

TOTAL CURRENT ASSETS 3,193,130 8,358,153

NON CURRENT ASSETS

Plant and equipment 8 354,744 351,267

Deferred exploration and evaluation expenditure 9 26,481,592 22,321,346

TOTAL NON CURRENT ASSETS 26,836,336 22,672,613

TOTAL ASSETS 30,029,466 31,030,766

CURRENT LIABILITIES Trade and other payables 10 729,007 841,804

TOTAL CURRENT LIABILITIES 729,007 841,804

TOTAL LIABILITIES 729,007 841,804

NET ASSETS 29,300,459 30,188,962

EQUITY Issued Capital 11(a) 51,099,974 46,556,617

Reserves 12 1,540,862 1,393,824

Accumulated losses 13 (23,340,377) (17,761,479)

TOTAL EQUITY 29,300,459 30,188,962

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Statement of Cash Flows for the year ended 30 June 2012 Notes Consolidated

2012 2011

$ $

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (2,315,091) (1,453,327)

Interest received 146,169 314,544

NET CASH FLOWS USED IN OPERATING ACTIVITIES

14(b)

(2,168,922) (1,138,783)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (61,747) (350,507)

Expenditure on exploration (7,251,695) (7,777,433)

NET CASH FLOWS USED IN INVESTING ACTIVITIES (7,313,442) (8,127,940)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares 5,000,000 12,148,403

Share issue costs (520,943) (958,892)

NET CASH FLOWS PROVIDED BY FINANCING

ACTIVITIES

4,479,057 11,189,511

Net (decrease)/increase in cash and cash equivalents (5,003,307) 1,922,788

Cash and cash equivalents at beginning of year 7,968,108 6,039,292

Net foreign exchange differences 20,645 6,028

CASH AND CASH EQUIVALENTS AT END OF YEAR 14(a) 2,985,446 7,968,108

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Statement of Changes in Equity for the year ended 30 June 2012

Consolidated

Issued capital

$

Accumulated losses

$

Foreign currency

translation reserve

$

Share based

payment reserve

$

Option premium

reserve $

Total $

At 1 July 2011 46,556,617 (17,761,479) (1,881,365) 3,272,189 3,000 30,188,962 Loss for the year - (5,578,898) - - - (5,578,898) Foreign currency translation - - (156,297) - - (156,297) Total comprehensive (loss)/profit for the year

- (5,578,898) (156,297) - - (5,735,195)

Transactions with owners in their capacity as owners

Shareholder equity contribution 5,064,300 - - - - 5,064,300

Transaction costs on share issue

(520,943) - - - - (520,943)

Share based payments

- - - 303,335 - 303,335 At 30 June 2012 51,099,974 (23,340,377) (2,037,662) 3,575,524 3,000 29,300,459

At 1 July 2010 35,665,011 (16,259,344) 367,125 2,647,179 3,000 22,422,971 Loss for the year - (1,502,135) - - - (1,502,135) Foreign currency translation - - (2,248,490) - - (2,248,490) Total comprehensive (loss)/profit for the year

- (1,502,135) (2,248,490) - - (3,750,625)

Transactions with owners in their capacity as owners

Shareholder equity contribution 12,086,850 - - - - 12,086,850

Shareholder options contribution 148,403 - - - - 148,403

Transaction costs on share issue (1,343,647) - - - - (1,343,647)

Share based payments - - - 625,010 - 625,010 At 30 June 2011 46,556,617 (17,761,479) (1,881,365) 3,272,189 3,000 30,188,962

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Coventry Resources Limited Notes to the financial statements for the financial year ended 30 June 2011


1. Corporate Information The financial report of Coventry Resources Limited (“Coventry” or “the Company”) and its controlled entities (“the Group”) for

the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the directors on 28 September

2012.

Coventry Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on

the Australian Securities Exchange and a for profit entity.

The nature of the operations and principal activities of the Group are described in the Directors’ report.

2. Summary of Significant Accounting Policies Basis of Preparation The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of

the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian

Accounting Standards Board. The financial report has also been prepared on a historical cost basis.

The financial report is presented in Australian dollars.

(a) Compliance Statement The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS)

as issued by the International Accounting Standards Board.

(b) Going Concern The financial statements for the year have been prepared on the basis of going concern, which contemplates continuity of

normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

During the year the Company incurred an operating loss of $5,578,898 (2011: $1,502,135). Net cash outflow from

operations was $2,168,922 (2011: $1,138,783). Net cash outflow for investing activities was $7,313,442 (2011: $8,127,940).

Net cash inflow from financing activities was $4,479,057 (2011: $11,189,511).

The Directors consider the basis of going concern to be appropriate for the following reasons:

• The Company has, since listing on ASX becoming Coventry Resources Limited in late 2009, operated on a

program of income and expenditure designed to ensure that there are at all times sufficient funds in hand to

continue operations for the foreseeable future, whilst at the same time focusing on its mineral exploration and

development projects in an effective manner.

• Exploration and development efficiency has been achieved by focus upon the Company’s gold assets in a

prioritised manner, rather than by a blanket method, so as to conserve funds whilst at the same time

maintaining active exploration programs.

• The Company’s exploration projects are located in the major gold mining regions of Ontario, Canada where

excellent infrastructure exists, enabling efficient and cost effective exploration.

• With a relatively small issued capital, no debt, and owning all of its prospective exploration projects outright,

the company has the ability to raise funds via equity financing or other financial arrangements in relation to its

mining industry assets.

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• On 12 September 2012, the Group announced that it had received commitments to raise $1.3 million through

the placement of 23.6 million new shares at a price of $0.055 per share to institutional investors.

• On 10 September 2012, the Group announced that it had entered into a definitive merger implementation

agreement with Crescent Resources Corp. (“Crescent”), pursuant to which the two companies will merge.

The combined company will make application to have its shares listed and tradeable on both the TSX

Venture Exchange (TSX-V) and the Australian Securities Exchange (ASX) immediately after the merger is

completed. Pursuant to the Agreement, it is proposed that Crescent will undertake a 1:5 consolidation of its

common shares prior to completion of the merger. Crescent will then offer to acquire all of Coventry’s fully

paid ordinary shares on the basis of 0.2513 “post-consolidation” shares of Crescent for each share of

Coventry. Crescent will have approximately $1.6m in cash (before costs) which will increase the cash

balance of the combined entity.

Should the matters discussed above not be achieved, there is a material uncertainty whether the Company will be able to

continue as a going concern, and therefore, whether it will be required to realise its assets and extinguish its liabilities other

than in the normal course of business and at amounts different from these stated in the financial report. The financial report

does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the

amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going

concern.

(c) New accounting standards and interpretations Changes in accounting policies and disclosures

The Group has adopted all of the new and amended Australian Accounting Standards and AASB Interpretations that

became effective during the year. The adoption of the Standards or Interpretation did not have material impact on the

financial statements of the Group.

New accounting standards and interpretations issued but not yet effective

The following applicable accounting standards and interpretations have been issued or amended but are not yet effective.

These standards have not been adopted by the Group for the year ended 30 June 2012, and no change to the Group’s

accounting policy is required.

Reference Title Summary Application

date for Group

AASB 1048 Interpretation of Standards.

AASB 1048 identifies the Australian Interpretations and classifies them into two groups: those that correspond to an IASB Interpretation and those that do not. Entities are required to apply each relevant Australian Interpretation in preparing financial statements that are within the scope of the Standard. The revised version of AASB 1048 updates the lists of Interpretations for new and amended Interpretations issued since the June 2010 version of AASB 1048.

1 July 2012

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Reference Title Summary Application date for Group

2010-8 Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112]

These amendments address the determination of deferred tax on investment property measured at fair value and introduce a rebuttable presumption that deferred tax on investment property measured at fair value should be determined on the basis that the carrying amount will be recoverable through sale. The amendments also incorporate SIC-21 Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB 112.

1 July 2012

AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049]

This Standard requires entities to group items presented in other comprehensive income on the basis of whether they might be reclassified subsequently to profit or loss and those that will not.

1 July 2012

AASB 10 Consolidated Financial Statements

AASB 10 establishes a new control model that applies to all entities. It replaces parts of AASB 127 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statements and UIG-112 Consolidation – Special Purpose Entities. The new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specific situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. Consequential amendments were also made to other standards via AASB 2011-7.

1 July 2013

AASB 11 Joint Arrangements AASB 11 replaces AASB 131 Interests in Joint Ventures and UIG-113 Jointly- controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition it removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. Consequential amendments were also made to other standards via AASB 2011-7 and amendments to AASB 128.

1 July 2013

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AASB 12 Disclosure of Interests in Other Entities

AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests.

1 July 2013

AASB 13 Fair Value Measurement

AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application of this definition may result in different fair values being determined for the relevant assets. AASB 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. Consequential amendments were also made to other standards via AASB 2011-8.

1 July 2013

AASB 119 Employee Benefits The main change introduced by this standard is to revise the accounting for defined benefit plans. The amendment removes the options for accounting for the liability, and requires that the liabilities arising from such plans is recognized in full with actuarial gains and losses being recognized in other comprehensive income. It also revised the method of calculating the return on plan assets. The revised standard changes the definition of short-term employee benefits. The distinction between short-term and other long-term employee benefits is now based on whether the benefits are expected to be settled wholly within 12 months after the reporting date. Consequential amendments were also made to other standards via AASB 2011-10.

1 July 2013

Interpretation 20

Stripping Costs in the Production Phase of a Surface Mine

This interpretation applies to stripping costs incurred during the production phase of a surface mine. Production stripping costs are to be capitalised as part of an asset, if an entity can demonstrate that it is probable future economic benefits will be realised, the costs can be reliably measured and the entity can identify the component of an ore body for which access has been improved. This asset is to be called the “stripping activity asset”. The stripping activity asset shall be depreciated or amortised on a systematic basis, over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity. The units of production method shall be applied unless another method is more appropriate.

Consequential amendments were also made to other standards via AASB 2011-12.

1 July 2013

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Annual Improvements 2009–2011 Cycle *

Annual Improvements to IFRSs 2009–2011 Cycle

This standard sets out amendments to International Financial Reporting Standards (IFRSs) and the related bases for conclusions and guidance made during the International Accounting Standards Board’s Annual Improvements process. These amendments have not yet been adopted by the AASB. The following items are addressed by this standard: IFRS 1 First-time Adoption of International Financial Reporting Standards

• Repeated application of IFRS 1 • Borrowing costs

IAS 1 Presentation of Financial Statements

• Clarification of the requirements for comparative information

IAS 16 Property, Plant and Equipment

• Classification of servicing equipment

IAS 32 Financial Instruments: Presentation • Tax effect of distribution to holders of equity

instruments

IAS 34 Interim Financial Reporting • Interim financial reporting and segment

information for total assets and liabilities

1 July 2013

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements [AASB 124]

This Amendment deletes from AASB 124 individual key management personnel disclosure requirements for disclosing entities that are not companies.

1 July 2013

AASB 2012-2 Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities

AASB 2012-2 principally amends AASB 7 Financial Instruments: Disclosures to require disclosure of information that will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position.

1 July 2013

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AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle; and

AASB 2012-5 makes amendments resulting from the 2009-2011 Annual Improvements Cycle. The Standard addresses a range of improvements, including the following: • repeat application of AASB 1 is permitted (AASB 1); and • clarification of the comparative information requirements when an entity provides a third balance sheet (AASB 101 Presentation of Financial Statements).

1 July 2013

AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities;

AASB 2012-3 adds application guidance to AASB 132 Financial Instruments: Presentation to address inconsistencies identified in applying some of the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally enforceable right of set-off” and that some gross settlement systems may be considered equivalent to net settlement.

1 July 2015

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AASB 9** Financial Instruments AASB 9 includes requirements for the classification and measurement of financial assets. It was further amended by AASB 2010-7 to reflect amendments to the accounting for financial liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are described below. (a) Financial assets that are debt instruments will be

classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows.

(b) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument.

(c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.

(d) Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: ► The change attributable to changes in credit risk

are presented in other comprehensive income (OCI)

► The remaining change is presented in profit or loss

If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-11 and superseded by AASB 2010-7 and 2010-10.

1 July 2015

* These IFRS amendments have not yet been adopted by the AASB. In order to claim compliance with IFRS, these amendments should be noted in the financial statements. ** AASB ED 215 Mandatory effective date of IFRS 9 proposes to defer the mandatory effective date of AASB 9 from annual periods beginning 1 January 2013 to annual periods beginning on or after 1 January 2015, with early application permitted. At the time of preparation, finalisation of standard is still pending by the AASB. However, the IASB has deferred the mandatory effective date of IFRS 9 to annual periods beginning on or after 1 January 2015, with early application permitted.

The group has not elected to early adopt any new Standards or Interpretations and is in the process of assessing the impact

of these new standards and interpretations on the Group’s future financial statements.

(d) Basis of Consolidation The consolidated financial statements comprise the financial statements of Coventry Resources Limited and its subsidiaries

as at 30 June each year (‘the Group’).

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Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the

financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting

rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using

consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and

transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated

from the date on which control is transferred out of the Group.

A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity

transaction.

(e) Income Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered

from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted

or substantively enacted by the balance date.

Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and

liabilities and their carrying amounts for financial reporting purposes.

No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a

business combination, where there is no effect on accounting or taxable profit or loss.

No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if

the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will

not reverse in the near future.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is

settled. Deferred tax is credited in the Statement of Comprehensive Income except where it relates to items that may be

credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and

unused tax losses to the extent that it is probable that future tax profits will be available against which deductible temporary

differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that

have been enacted or substantially enacted at the balance date and the anticipation that the Group will derive sufficient

future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the

law. The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that

sufficient future assessable income is expected to be obtained.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the Statement of

Comprehensive Income.

(f) Cash and cash equivalents Cash and cash equivalents in the Statement of Financial Position include cash on hand, deposits held at call with banks and

other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as

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current liabilities in the Statement of Financial Position. For the purpose of the Statement of Cash Flows, cash and cash

equivalents consist of cash and cash equivalents as described above, net of outstanding bank overdrafts.

(g) Trade and other receivables Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an

allowance for any uncollectible amounts.

An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off

when identified.

(h) Plant and equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and

impairment losses.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when

it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be

measured reliably. Repairs and maintenance expenditure is charged to the Statement of Comprehensive Income during the

financial period in which it is incurred.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the Group

commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate

Computer Equipment 33%

All other categories 10%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are

expected from its use or disposal.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses

are recognised in the Statement of Comprehensive Income.

(i) Exploration Expenditure Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of

interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does

not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest.

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining

operation.

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Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the

following conditions is met:

• such costs are expected to be recouped through successful development and exploitation of the area of

interest or, alternatively, by its sale; or

• exploration and evaluation activities in the area of interest have not yet reached a stage which permits a

reasonable assessment of the existence or otherwise of economically recoverable reserves, and active

and significant operations in relation to the area are continuing.

Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the

carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be

recoverable.

Identifiable exploration assets acquired are recognised as assets at their cost of acquisition, as determined by the

requirements of AASB 6 Exploration for and evaluation of mineral resources. Exploration assets acquired are reassessed on

a regular basis and these costs are carried forward provided that at least one of the conditions referred to in AASB 6 is met.

Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is

accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity.

Acquired exploration assets are not written down below acquisition cost until such time as the acquisition cost is not

expected to be recovered.

When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off.

Expenditure is not carried forward in respect of any area of interest/mineral resource unless the Group’s rights of tenure to

that area of interest are current.

(j) Impairment of non financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such

indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s

recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is

determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those

from other assets or categories of assets and the asset's value in use cannot be estimated to be close to its fair value. In

such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying

amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered

impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses

relating to continuing operations are recognised in those expense categories consistent with the function of the impaired

asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation

decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised

impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is

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estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to

determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying

amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such

reversal is recognised in profit or loss.

After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount,

less any residual value, on a systematic basis over its remaining useful life.

(k) Trade and other payables Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration

to be paid in the future for goods and services received that are unpaid, whether or not billed to the Group.

(l) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are

shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new

shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase

consideration.

(m) Revenue Revenue is recognised and measured to the extent that it is probable that the economic benefits will flow to the Group and

the revenue is capable of being reliably measured. The following specific recognition criteria must also be met before

revenue is recognised:

Interest income

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts

estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the

financial asset.

(n) Earnings per share Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs

of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus

elements.

Diluted earnings per share

Diluted earnings per share is calculated as net profit attributable to members of the Group, adjusted for:

• costs of servicing equity (other than dividends);

• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been

recognised as expenses; and

• other non-discretionary changes in revenues or expenses during the period that would result from the dilution

of potential ordinary shares;

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

elements.

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(o) Share based payment transactions (a) The Group provides benefits to individuals acting as, and providing services similar to employees (including

Directors) of the group in the form of share based payment transactions, whereby individuals render services in exchange

for shares or rights over shares (‘equity settled transactions’).

(b)

The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which

they are granted. The fair value is determined by using the Black Scholes formula taking into account the terms and

conditions upon which the instruments were granted, as discussed in note 23.

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the

price of the shares of the Company (‘market conditions’).

The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in

which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to

the award (‘vesting date’).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the

extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the group,

will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made

for the likelihood of the market performance conditions being met as the effect of these conditions is included in the

determination of fair value at grant date. The Statement of Comprehensive Income charge or credit for a period represents

the movement in cumulative expense recognised at the beginning and end of the period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a

market condition.

Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not

been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the

modification, as measured at the date of the modification.

Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense

not yet recognised for the award is recognised immediately. However if a new award is substituted for the cancelled award,

and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they

were a modification of the original award, as described in the previous paragraph.

(p) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not

recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition

of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are

shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part of receivables or

payables in the Statement of Financial Position.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except the GST component of investing and

financing activities, which is receivable from or payable to the ATO, are disclosed as operating cash flows.

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(q) Foreign currency translation Functional and presentation currency

Items included in the financial statements of each entity within the Group are measured using the currency of the primary

economic environment in which the entity operates (‘the functional currency’). The functional and presentation currency of

Coventry Resources Limited and Coventry Australia Pty Ltd is Australian dollars. The functional currency of the overseas

subsidiaries is Canadian dollars.

Transactions and balances

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

the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the

translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised

in the Statement of Comprehensive Income.

Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy)

that have a functional currency different from the presentation currency are translated into the presentation currency as

follows:

• assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at

the date of that Statement of Financial Position;

• income and expenses for each Statement of Comprehensive Income are translated at average exchange

rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in which

case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of

borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders’ equity.

When a foreign operation is sold the exchange differences relating to that entity are recognised in the Statement of

Comprehensive Income, as part of the gain or loss on sale where applicable.

(r) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal

ownership, that are transferred to entities in the economic entity are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the

leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease

payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over their estimated useful lives where it is likely that the Group will

obtain ownership of the asset or over the term of the lease.

Leases are classified as operating leases where substantially all the risks and benefits remain with the lessor.

Payments in relation to operating leases are charged as expenses in the periods in which they are incurred.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of

the lease term.

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(s) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision

maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the

operating segments, has been identified as the Board of Directors of Coventry Resources Limited.

(t) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the

reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense

relating to any provision is presented in the Statement of Comprehensive Income net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows

at a pre-tax rate that reflects current market assessments of the time value of money, and where appropriate, the risks

specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as

a finance cost.

(u) Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business

combination shall be measured at fair value, which shall be calculated as the sum of the acquisition-date fair values of the

assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity

issued by the acquirer, and the amount of any non-controlling interest in the acquiree. For each business combination, the

acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the

acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification

and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies

and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host

contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity

interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.

Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be

recognised in accordance with AASB 139 either in profit or loss or in other comprehensive income. If the contingent

consideration is classified as equity, it shall not be remeasured.

(v) Comparatives Certain comparative figures have been reclassified to conform with current year presentation and disclosure requirements 3. Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the

circumstances.

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The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,

seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Determination of mineral resources and ore reserves

The Group estimates its mineral resources and ore reserves in accordance with the Australian Code for Reporting of

Exploration Results, Mineral Resources and Ore Reserves 2004 (the ‘JORC code’). The information on mineral resources

and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. The

amounts presented are based on the mineral resources and ore reserves determined under the JORC code.

There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid

at the time of estimation may change significantly when new information becomes available.

Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the

economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could

impact on depreciation and amortisation rates, asset carrying values, deferred stripping costs and provisions for

decommissioning and restoration.

Capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors,

including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related

exploration and evaluation asset through sale.

Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources,

future technological changes which could impact the cost of mining, future legal changes (including changes to

environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this

will reduce profits and net assets in the period in which this determination is made.

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a

stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the

extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net

assets in the period in which this determination is made.

Share based payment transactions

The group measures the cost of equity settled transactions with employees by reference to the fair value of the equity

instruments at the date at which they are granted. The fair value is determined by using the Black Scholes formula taking

into account the terms and conditions upon which the instruments were granted, as discussed in note 23.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted

earnings per share.

Functional currency translation reserve

Under the Accounting Standards, each entity within the Group is required to determine its functional currency, which is the

currency of the primary economic environment in which the entity operates. Management considers the Canadian subsidiary

to be a foreign operation with Canadian dollars as the functional currency. In arriving at this determination, management has

given priority to the currency that influences the labour, materials and other costs of exploration activities as they consider

this to be a primary indicator of the functional currency.

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Consolidated

2012 2011

$ $

4. Other income and expenses (a) Other income

Foreign exchange gain 20,645 6,028

Other 5,102 986

25,747 7,014

(b) Other expenses

Accounting and audit fees 372,534 151,935

Bank fees 8,501 14,241

Computer expenses 25,377 10,761

Insurance 37,275 31,242

Printing and stationery 3,927 16,840

Postage 4,069 5,102

Subscriptions 9,916 16,387

Telephone 26,887 24,370

Depreciation 56,161 14,057

Other 128,389 90,016

673,036 374,951

5. Income Tax Current tax - -

Deferred tax - -

- -

(b) Numerical reconciliation between aggregate tax expense recognised in the Statement of Comprehensive Income and tax expense calculated per the statutory income tax rate

A reconciliation between tax expense and the product of accounting

profit before income tax multiplied by the Group’s applicable tax rate is

as follows:

Loss from operations before income tax expense (5,578,898) (1,502,135)

Tax at the Group’s tax rate of 30% (2011: 30%) (1,673,669) (450,641)

Expense of remuneration options 91,007 72,077

Other non deductible expenses - -

Income tax benefit not brought to account 1,582,662 378,564

Income tax expense - -

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Consolidated

2012 2011

$ $

Deferred tax Statement of Financial Position

Liabilities

Capitalised exploration and evaluation expenditure 7,065,177 5,585,003 Accrued income - 12,612 Offset by deferred tax assets (7,065,177) (5,597,615) Deferred tax liability not recognised - -

Assets

Losses available to offset against future taxable income 8,414,266 6,298,833 Accrued expenses 11,100 8,100 8,425,366 6,306,933 Deferred tax assets offset against account as realisation is not regarded

as probable

(1,360,189) (709,318) Deferred tax assets offset against deferred tax assets / (liabilities) (7,065,177) (5,597,615) Deferred tax asset not recognised - - Unused tax losses

Unused tax losses 4,533,963 2,364,392 Potential tax benefit not recognised at 30% 1,360,189 709,318 The benefit for tax losses will only be obtained if:

(i) the Company derives future assessable income in Australia of a nature and of an amount sufficient to

enable the benefit from the deductions for the losses to be realised, and

(ii) the Company continues to comply with the conditions for deductibility imposed by tax legislation in Australia

and

(iii) no changes in tax legislation in Australia, adversely affect the Company in realising the benefit from the

deductions for the losses.

6. Trade and Other Receivables - Current

GST receivable 163,754 278,119

Accrued interest income - 42,042

Other 43,930 69,884

207,684 390,045

Other debtors and goods and services tax are non-interest bearing and generally receivable on 30 day terms. The balances

are neither past due nor impaired and fully collectible. Due to the short term nature, their carrying value is assumed to

approximate their fair value.

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7. Investments in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in

accordance with the accounting policy described in note 2(d). Details of subsidiary companies are as follows:

Name Country of Incorporation % Equity Interest 2012 2011 Coventry Australia Pty Ltd Australia 100% 100%

Coventry Resources Ontario Inc. Canada 100% 100%

Cameron Holdings Cooperatief U.A. The Netherlands 100% 100%

2235411 Ontario Inc. Canada 100% 100%

Cameron Gold Operations Ltd Canada 100% 100%

Coventry Rainy Inc1 Canada 100% 100% 1Coventry Rainy Inc was incorporated during the year.

8. Plant and Equipment Consolidated

2012 2011 $ $

Plant and Equipment Cost 87,136 73,288

Accumulated depreciation (12,296) (5,418)

Net carrying amount 74,840 67,870

Camp Cost 256,499 226,569



Motor Vehicles Cost 108,937 93,671



Office Furniture and Fixtures Cost 10,895 10,963


Net carrying amount 7,408 9,319 Computer Equipment Cost 2,870 2,870


Net carrying depreciation 582 1,528

Total Plant and Equipment 354,744 351,267

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Consolidated 2012 2011

$ $

Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial

year:

Plant and Equipment

Carrying amount at beginning of year 67,870 27,051

Additions 13,979 47,405

Depreciation expense (6,878) (3,162)

Net exchange differences on translation (131) (3,424)

Carrying amount at end of year 74,840 67,870

Camp


Additions 31,447 233,538


Net exchange differences on translation (1,517) (8,303)

Carrying amount at end of year 213,596 205,805 Motor Vehicles Carrying amount at beginning of year 66,745 43,207

Additions 16,321 57,858


Net exchange differences on translation (1,055) (7,757)


Office Furniture and Fixtures

Carrying amount at beginning of year 9,319 -

Additions - 11,706


Net exchange differences on translation (68) (743)


Computer Equipment


Additions - -

Depreciation expense (946) (947)

Net exchange differences on translation - -

Carrying amount at end of year 582 1,528

Total Plant and Equipment 354,744 351,267

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9. Deferred Exploration and Evaluation Expenditure Consolidated

2012 2011

$ $

Exploration and evaluation

At cost 29,468,887 22,321,346

Accumulated impairment (2,987,295) -

Total exploration and evaluation 26,481,592 22,321,346

Carrying amount at beginning of the year 22,321,346 16,793,462

Exploration expenditure during the year 7,251,695 7,777,433

Expenditure impaired (3,025,140) -

Net exchange differences on translation (66,309) (2,249,549)

Carrying amount at end of year 26,481,592 22,321,346

The recoverability of the carrying amount of the deferred exploration and evaluation expenditure is dependant on the

successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest.

Exploration expenditure impaired during the year relates to the Ardeen Project and the recoverable amount has been

determined using fair value less cost to sell of similar projects with similar characteristics to the Ardeen Project.

10. Trade and Other Payables Trade payables 614,042 652,290

Other creditors 114,965 189,514

729,007 841,804

Trade creditors, other creditors and goods and services tax are non-interest bearing and generally payable on 30 day terms.

Due to the short term nature of these payable, their carrying value is assumed to approximate their fair value.

11. Issued Capital (a) Issued capital

Ordinary shares fully paid 51,099,974 46,556,617

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2012 2011

Number of shares $

Number of shares $

(b) Movements in ordinary shares on issue

At 1 July 174,504,370 46,556,617 127,133,511 35,665,011

Capital raising at $0.26 - - 46,153,846 12,000,000

Issue of shares for the purchase of mineral claims 435,000 64,300 405,000 68,850

Issue of shares for the purchase of Nucanolan

Property

-

- 50,000 12,500

Exercise of options at $0.20 - - 742,013 148,403

Capital raising at $0.12 41,666,667 5,000,000 - -

Issue of shares for the purchase of the Roy

Property

-

- 20,000 5,500

Transaction costs on share issue - (520,943) - (1,343,647)

At 30 June 216,606,037 51,099,974 174,504,370 46,556,617

(c) Ordinary shares

The Group does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to

receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of

all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to

one vote, either in person or proxy, at a meeting of the Company.

(d) Capital risk management The Company’s capital comprises share capital, reserves less accumulated losses amounting to $32,287,754 at 30 June

2012 (2011: $30,188,962). The Company manages its capital to ensure its ability to continue as a going concern and to

optimize returns to its shareholders. The Company was ungeared at year end. Refer to note 22 for further information on the

Company’s financial risk management policies. There are no externally imposed capital requirements.

(e) Share options Information relating to the Coventry Resources Limited Employee Share Option Plan, including details of options issued

under the plan, is set out in note 23.

As at 30 June 2012, there were 41,738,752 unissued ordinary shares under options. The details of the options at reporting

date are as follows:

Number Exercise Price $ Expiry Date

19,257,982 0.20 30/04/13

3,230,770 0.26 18/12/12

10,000,000 0.30 30/01/13

500,000 0.30 25/03/13

500,000 0.30 30/07/13

1,000,000 0.28 23/02/13

750,000 0.20 08/08/14

500,000 0.20 24/08/14

6,000,000 0.26 01/12/16

41,738,752

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During the financial year, no options were exercised to acquire fully paid ordinary shares. 2,009,376 options expired during

the year. 50,000 options were cancelled during the year. 750,000 options exercisable at $0.20 with an expiry date of 8

August 2014, 550,000 options exercisable at $0.20 with an expiry date of 24 August 2014 and 6,000,000 options

exercisable at $0.26 with an expiry date of 1 December 2016 were issued. Since the end of the financial year, no options

were exercised to acquire fully paid ordinary shares and no options were issued.

No option holder has any right under the options to participate in any other share issue of the company or any other entity.

Consolidated

2012 2011

$ $

12. Reserves

Share based payment reserve 3,575,524 3,272,189

Option premium reserve 3,000 3,000

Foreign currency translation reserve (2,037,662) (1,881,365)

1,540,862 1,393,824

Movement in reserves:

Share based payment reserve

At 1 July 3,272,189 2,647,179

Share based payment expense 303,335 625,010

A 30 June 3,575,524 3,272,189

The Share based payment reserve is used to record the value of equity benefits provided to Directors and individuals acting

as employees as part of their remuneration. Refer to note 23 for further details of this plan.

Option Premium reserve

At 1 July 3,000 3,000

Options exercised - -

A 30 June 3,000 3,000

The Options Premium reserve is used to record the premium paid on the issue of listed options. Foreign currency translation reserve At 1 July (1,881,365) 367,125

Foreign currency translation (156,297) (2,248,490)

At 30 June (2,037,662) (1,881,365)

The Foreign Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency

translation reserve, as described in note 2(q). The reserve is recognised in profit and loss when the net investment is

disposed of.

13. Accumulated Losses

Movements in accumulated losses were as follows:

At 1 July 17,761,479 16,259,344

Net Loss for the year 5,578,898 1,502,135

At 30 June 23,340,377 17,761,479

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Consolidated

2012 2011

$ $

14. Cash and Cash Equivalents (a) Reconciliation of cash Cash balance comprises:

Cash at bank 2,985,446 3,968,108

Term deposits - 4,000,000

Total cash and cash equivalents 2,985,446 7,968,108

(b) Reconciliation of the net loss after tax to the net cash flows from operations

Net loss after tax (5,578,898) (1,502,131)

Adjustments for:

Foreign exchange (gain) / losses (20,645) (6,028)

Depreciation 56,161 14,057

Exploration expenditure written off 3,025,140 -

Share based payment 303,335 240,255

Changes in assets and liabilities:

Decrease in receivables 60,493 4,237

(Decrease) / increase in trade and other creditors (14,508) 8,726

Increase in provisions - 102,101

Net cash flow used in operating activities (2,168,922) (1,138,783)

15. Expenditure Commitments

Rental and services agreement The Group entered a service agreement for administrative services and office space for a term of 24 months. The Group is

required to give three months written notice to terminate the agreement.

The Company entered into a rental agreement for office space in Toronto, Canada for a period of 30 months. The lease is

subject to annual operating costs adjustments. These amounts have not been included as the amounts remain uncertain at

30 June 2012. The Company is required to give written notice to terminate the agreement.

The expenditure commitments relating to the above two offices are as follows:

Within one year 63,430 178,465

After one year but not longer than 5 years - 26,093

63,430 204,558

Expenditure commitments Commitments contracted for at reporting date but not recognised as liabilities are as follows:


After one year but not longer than 5 years 608,331 1,046,459

Greater than 5 years - -

1,107,162 1,491,397

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At 30 June 2012 the Group had expenditure commitments of $1,107,162 (2011: $1,491,397) and commitments to issue

1,300,000 shares (2011: 1,195,000 shares) relating to property acquisitions. The Group has the right to earn an 80%

interest in The Nucanolan Property by spending CAD$1.0 million on exploration over the next three years which is included

in the above.

Remuneration commitments Commitments contracted for at reporting date but not recognised as liabilities are as follows:


16. Subsequent Events On 2 July 2012, the Group announced that Mr. Michael Naylor had commenced employment as the Company’s Managing

Director/Chief Executive Officer.

On 20 August 2012, the Group announced the issue of incentive options, 5,000,000 to the Group’s new Managing Director

and Exploration Manager and a further 500,000 issued to a new senior consultant engaged to manage the Preliminary

Economic Assessment on the Cameron Gold Project.

On 21 August 2012, the Group announced the key appointment of Mr Steven Chadwick as a senior consultant to review and

manage the completion of the Preliminary Economic Assessment (PEA) of the development of the Cameron Gold Project, in

preparation for taking the Project into production.

On 10 September 2012, the Group announced that it had entered into a definitive merger implementation agreement with

Crescent Resources Corp. (TSX-V:CRC), pursuant to which the two companies will merge. The combined company will

make application to have its shares listed and tradeable on both the TSX Venture Exchange (TSX-V) and the Australian

Securities Exchange (ASX) immediately after the merger is completed. Pursuant to the Agreement, it is proposed that

Crescent will undertake a 1:5 consolidation of its common shares prior to completion of the merger. Crescent will then offer

to acquire all of Coventry’s fully paid ordinary shares on the basis of 0.2513 “post-consolidation” shares of Crescent for each

share of Coventry.

A Scheme Booklet setting out the terms of the merger, which will include an Independent Expert’s Report is expected to be

circulated to all Coventry shareholders and optionholders during October 2012. A meeting of Coventry shareholders and

optionholders to consider the Scheme and Option Scheme respectively is expected to the held in November 2012 and the

merger is in expected to be implemented by early December 2012.

On 12 September 2012, the Group announced that it had received commitments to raise $1.3 million through the placement

of 23.6 million new shares at a price of $0.055 per share to institutional investors.

Consolidated

2012 2011

$ $

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17. Loss Per Share Consolidated 2012 2011

$ $

Loss used in calculating basic and diluted EPS (5,578,898) (1,502,135)

Number of Shares

Weighted average number of ordinary shares used in

calculating basic earnings / (loss) per share: 182,390,484 152,753,614

Effect of dilution:

Share options - -

Adjusted weighted average number of ordinary

shares used in calculating diluted loss per share: 182,390,484 152,753,614 There is no impact from 41,738,752 options outstanding at 30 June 2012 (2011: 36,498,128 options) on the loss per share

calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future.

Consolidated

2012 2011

$ $ 18. Auditors Remuneration The auditor of Coventry Resources Limited is Ernst & Young (Australia)

Amounts received or due and receivable by Ernst & Young (Australia) for:

- an audit or review of the financial report of the entity and any other entity in

the Consolidated group 65,640 39,140

19. Key Management Personnel Disclosures (a) Details of Key Management Personnel

Mr Michael Haynes Non-Executive Chairman

Mr Michael Naylor Managing Director/Chief Executive Officer – appointed 2 July 2012

Mr Anthony Goddard Technical Director

Mr Faldi Ismail Non executive Director

Mr. Rhod Grivas Non executive Director

Ms. Beverley Nichols Chief Financial Officer

Mr. Nicholas Day Company Secretary

Mr. Nick Walker Country Manager – Canada

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(b) Remuneration of Key Management Personnel Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the

financial year are as follows:

Consolidated

2012 2011

$ $

Short term employee benefits 897,497 821,498

Post employment benefits 4,050 -

Share based payments 268,285 83,141

Total compensation 1,169,832 904,639

(c) Shareholdings of Key Management Personnel Share holdings

The number of shares in the company held during the financial year by each director of Coventry Resources Limited,

including their personally related parties, is set out below. There were no shares granted during the current or prior reporting

period as compensation.

2011 Balance at the

start of the year Granted during

the year On exercise of share options

Other changes during the year

Balance at the end of the year

Mr. M Haynes 3,891,086 - - - 3,891,086 Mr. A Goddard 4,358,696 - - - 4,358,696 Mr. F Ismail 169,884 - - 130,116 300,000 Mr. R Grivas - - - 35,000 35,000 All equity transactions with key management personnel other than arising from the exercise of remuneration options have

been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at

arm’s length.

(c) Option holdings of Key Management Personnel The numbers of options over ordinary shares in the company held during the financial year by each director of Coventry

Resources Limited and specified executive of the group, including their personally related parties, are set out below:

2012 Balance at the start of the year

Granted during the year

On exercise of share options



Mr. M Haynes 3,891,086 - - 400,000 4,291,086 Mr. A Goddard 4,358,696 - - - 4,358,696 Mr. F Ismail 300,000 - - - 300,000 Mr. R Grivas 35,000 - - - 35,000

2012 Balance at the start of the year


Exercised during the year



Mr. M Haynes 1,258,695 2,500,000 - - 3,758,695 Mr. A Goddard 1,369,565 2,500,000 - - 3,869,565 Mr. F Ismail 152,516 500,000 - - 652,516 Mr. R Grivas 500,000 500,000 - - 1,000,000 Mr. N Walker 500,000 200,000 - - 700,000 Ms. B Nichols - 150,000 - - 150,000 Mr. N Day - 200,000 - - 200,000

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There was no grant of options as remuneration to Key Management Personnel during the years ended 30 June 2012 and 30

June 2011. Options were granted as an incentive package for the purpose of identifying, evaluating and proposing to the

Group new projects. 3,775,000 options vested during 30 June 2012 and 250,000 options vested during the year ended 30

June 2011.

Options granted have been valued using the Black-Scholes option pricing model, which takes account of factors such as the

option exercise price, the current level and volatility of the underlying share price and the time to maturity of the option.

Options granted carry no dividend or voting rights. For details on the valuation of options, including models and assumptions

used, please refer to note 23.

There were no alterations to the terms and conditions of options granted as remuneration since their grant date. No

employee options were exercised for the year ended 30 June 2012 (2011: Nil).

(d) Other transactions with key management personnel MQB Ventures Pty Ltd, a company of which Mr. Michael Haynes is a director, provided the company with a fully serviced

office including administration support for a fee totalling $150,000 (2011: $140,000) during the year. MQB Ventures Pty Ltd

employs geological and accounting staff which are on charged at cost to the Company for an amount totalling $69,178

(2011: $61,993). Reimbursements, at cost, for couriers and other minor expenses, totalled $54,263 (2011: $13,127). $8,639

was outstanding at year end (2011: $21,944).

Bullseye Geoservices Pty Ltd, a company of which Mr. Michael Haynes is a director and is engaged by Coventry to provide

a consultant, was paid consultancy fees of $190,000 and directors Fees of $60,000 (2011: $220,000) during the year. This

amount is included in Note 19(b) “Remuneration of Key Management Personnel”. $0 was outstanding at year end (2011:

$20,833).

Intellex Geoscience, a company of which Mr. Anthony Goddard is a director, was paid consultancy fees of $190,000 and

directors fees of $60,000 (2011: $240,000) during the year. This amount is included in Note 19(b) “Remuneration of Key

Management Personnel”. $11,041 was outstanding at year end (2011: $11,041).

Romfal Corporate, a company of which Mr. Faldi Ismail is a director, was paid directors fees of $36,000 (2011: $36,000)

during the year. This amount is included in Note 19(b) “Remuneration of Key Management Personnel”. $3,000 was

outstanding at year end (2011: $3,000).

Argento Trust, a company of which Mr. N Day is a director, was paid consulting fees of $60,500 (2011: $61,000) during the

year. This amount is included in Note 19(b) “Remuneration of Key Management Personnel”. $0 was outstanding at year end

(2011: $5,500).

2011

Balance at the start of the year


Exercised during the year



Mr. M Haynes 1,258,695 - - - 1,258,695 Mr. A Goddard 1,369,565 - - - 1,369,565 Mr. F Ismail 152,516 - - - 152,516 Mr. R Grivas - 500,000 - - 500,000 Mr. N Walker 500,000 - - - 500,000

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20. Related Party Disclosures The ultimate parent entity is Coventry Resources Limited. Refer to Note 7 Investment in Subsidiaries for a list of all

subsidiaries.

For Director related party transactions please refer to Note 19 “Key Management Personnel Disclosures”. There were no

other related party transactions during the year (2011: nil).

21. Operating Segment For management purposes, the Group is organised into one main operating segment, which involves mining exploration for

gold. All of the Group’s activities are interrelated, and discrete financial information is reported to the Board (Chief

Operating Decision Makers) as a single segment. Accordingly, all significant operating decisions are based upon analysis

of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the

Group as a whole. Total revenue (interest revenue) earned by the Group is generated in Australia and all the Group’s non

current assets reside in Canada.

22. Financial Risk Management Exposure to interest rate, liquidity, commodity price risk and credit risk arises in the normal course of the Group’s business.

The Group does not hold or issue derivative financial instruments.

The Company uses different methods as discussed below to manage risks that arise from these financial instruments. The

objective is to support the delivery of the financial targets while protecting future financial security

(a) Liquidity Risk Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business

and investing excess funds in highly liquid short term investments. The responsibility for liquidity risk management rests

with the Board of Directors.

Alternatives for sourcing our future capital needs include our cash position and the issue of equity instruments. These

alternatives are evaluated to determine the optimal mix of capital resources for our capital needs.

Maturity analysis for financial liabilities

Financial liabilities of the Group comprise trade and other payables. As at 30 June 2012 and 30 June 2011, all financial

liabilities contractually mature within 30 days.

(b) Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of

financial instruments.

The Group’s exposure to interest rate risk relates primarily to its earnings on cash and term deposits. The Group manages

the risk by investing in short term deposits.


$ $

Cash and cash equivalents 2,985,446 7,968,108

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Interest rate sensitivity The following table demonstrates the sensitivity of the Group’s Statement of Comprehensive Income to a reasonably

possible change in interest rates, with all other variables constant.

Consolidated Change in Basis Points Effect on Post Tax Loss

Increase/(Decrease)

Effect on Equity

Increase/(Decrease)

Judgements of reasonably possible

movements:

2012

$

2011

$

2012

$

2011

$

Increase 100 basis points 29,854 79,681 29,854 79,681

Decrease 100 basis points (29,854) (79,681) (29,854) (79,681)

A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term

and long term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements

and management’s judgement of future trends. The analysis was performed on the same basis in 2011.

(c) Commodity Price Risk The Group is exposed to commodity price risk from its activities directed at exploration for commodities. A fall in the price of

mineral commodities may result in a decline of market sentiment thus affecting our ability to raise additional capital in the

future.

(d) Credit Risk Exposures Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge obligation and cause the

Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the Statement of

Financial Position. The Group holds financial instruments with credit worthy third parties.

At 30 June 2012, the Group held cash and term deposits. Cash and term deposits were held with an institution with a

rating from Standard & Poors of AA or above (long term). The Group has no past due or impaired debtors as at 30 June

2012 (2011: Nil).

(e) Foreign Currency Risk Exposures As a result of operations in Canada and expenditure in Canadian dollars, the Group’s statement of financial position can be

affected by movements in the CAD/AUD exchange rates. The Group seeks to mitigate the effect of its foreign currency

exposure by holding a majority of its cash in Canadian dollars to match expenditure commitments.

23. Share Based Payment Plans (a) Recognised share based payment expenses Total expenses arising from share based payment transactions recognised during the year as part of share based payment

expense were as follows:


$ $

Options issued under employee option plan 268,285 83,141

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(b) Employee share based payment plan The Group has established an employee share option plan (ESOP). The objective of the ESOP is to assist in the

recruitment, reward, retention and motivation of employees of Coventry Resources and its subsidiaries. Under the ESOP,

the Directors may invite individuals acting in a manner similar to employees to participate in the ESOP and receive options.

An individual may receive the options or nominate a relative or associate to receive the options. The plan is open to

executive officers, nominated consultants and employees of Coventry Resources and its subsidiaries.

The fair value at grant date of options granted during the reporting period was determined using the Black Scholes option

pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant

date and expected price volatility of the underlying share and the risk free interest rate for the term of the option.

The table below summaries options granted under ESOP:

The weighted average fair value of options granted during the year was $0.25 (2011: $0.34) The model inputs, not included in the tables above, for options granted during the year ended 30 June 2012 included: (a) options are granted for no consideration;

(b) expected life of options were 3 years, 3 years and 5 years;

(c) share price at grant date was $0.14, $0.17 and $0.15;

(d) expected volatility was 70%;

(e) expected dividend yield of Nil; and

(f) a risk free interest rate was 3.85%, 3.68% and 3.48%.

1 50% options vest after 12 months continuous employment and remaining 50% options vest after 24 months continuous

employment. 2 50% options vest 12 months from the date of issue and remaining 50% options vest 24 months from the date of issue. 3 100% options to vest immediately. 4 100% options to vest if the Company trades at greater than $0.35 per share for 10 consecutive days at any time during

2011. 5 100% options to vest if the Company trades at greater than $0.40 per share for 10 consecutive days at any time during

2011. 6 50% options to vest immediately and remaining 50% options vest 12 months from the date of issue.

Grant Date Expiry date

Exercise price

Balance at start of the

year

Granted during the

year

Exercised during the

year

Expired/Cancelled during the year

Balance at end of the year

Exercisable at end of the year

Number Number Number Number Number Number

06/05/2010 25/03/2015 $0.30 500,0001 - - - 500,000 500,000 30/07/2010 30/07/2013 $0.30 500,0002 - - - 500,000 250,000 23/02/2011 23/02/2013 $0.28 1,000,0003 - - - 1,000,000 1,000,000 23/02/2011 23/02/2013 $0.35 1,000,0004 - - (1,000,000) - - 23/02/2011 23/02/2013 $0.40 1,000,0005 - - (1,000,000) - - 08/08/2011 08/08/2014 $0.20 - 750,0006 - - 750,000 375,000 24/08/2011 24/08/2014 $0.20 - 550,0007 - (50,000) 500,000 250,000 01/12/2011 01/12/2016 $0.26 - 6,000,0008 - - 6,000,000 3,000,000

4,000,000 7,300,000 - (2,050,000) 9,250,000 5,375,000 Weighted average exercise price $0.33 $0.26 $0.26 Weighted remaining contractual life (years) 1.97 3.43 3.89

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7 50% options to vest immediately and remaining 50% options vest 12 months from the date of issue. 8 50% options to vest immediately and remaining 50% options vest after a further 12 months continuous service with the

Company.

(c) Share-based payment - Exploration expenditure 435,000 ordinary shares were issued during the financial year for purchases made (refer to note 11). The fair value of the

shares at the date of receiving the assets amounting to $64,300 which was used to record the transactions as the fair value

of the underlying assets could not be measured reliably.

(d) Share based payment - Capital raising expenses The table below summaries options granted to suppliers:

The model inputs, not included in the tables above, for options granted during the year ended 30 June 2011 included:

(a) options are granted for no consideration and vesting immediately;

(b) expected life of options were 2 years;

(c) share price at grant date was $0.29;

(d) expected volatility was 93.3%;

(e) expected dividend yield of Nil; and

(f) a risk free interest rate was 5.21%.

24. Dividends No dividend was paid or declared by the Company in the period since the end of the financial year and up to the date of this

report. The Directors do not recommend that any amount be paid by way of dividend for the financial year ended 30 June

2012.

The balance of the franking account is Nil as at 30 June 2012 (2011: Nil).

Grant Date Expiry date Exercise price Balance at start

of the year

Granted during the

year

Exercised during the

year

Expired during the

year

Balance at end of the

year

Exercisable at end of the year

Number Number Number Number Number Number

29/08/2009 30/06/2013 $0.20 3,500,000 - - - 3,500,000 3,500,000

06/05/2010 30/01/2013 $0.30 10,000,000 - - - 10,000,000 10,000,000

23/12/2010 18/12/2012 $0.26 3,230,770 - - - 3,230,770 3,230,770

16,730,770 - - - 16,730,770 16,730,770

Weighted remaining contractual life (years) 1.65 - - - 0.65 2.82

Weighted average exercise price $0.27 - - - $0.27 $0.27

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25. Information relating to Coventry Resources Limited (“the parent entity”) 2012 2011

$ $

Current assets 2,222,995 7,685,892

Total assets 29,467,606 30,352,383

Current liabilities 167,147 163,421

Total liabilities 167,147 163,421

Issued capital 51,099,975 46,556,617

Retained losses (25,378,040) (19,642,844)

Share based payment reserve 3,575,524 3,272,189

Option reserve 3,000 3,000

29,300,459 30,188,962

(Loss) of the parent entity (5,737,195) (3,750,265)

Total comprehensive (loss) of the parent entity (5,737,195) (3,750,265)

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DIRECTORS' DECLARATION

In accordance with a resolution of the directors of Coventry Resources Limited, I state that:

In the opinion of the directors:

(c) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including:

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

(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and

the Corporations Regulations 2001;

(d) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(a); and

(e) subject to the matters discussed in 2 (b), in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

(f) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2012.

On behalf of the Board

Michael Haynes


28 September 2012

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Independence declaration

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AUDIT REPORT

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ASX Additional Information

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this

report. The additional information was applicable as at 4 October 2012.

DISTRIBUTION OF SECURITY HOLDERS Analysis of numbers of listed equity security holders by size of holding:

Category

Number of Shareholders

1 - 1,000 676

1,001 - 5,000 118

5,001 - 10,000 99

10,001 - 100,000 525

100,001 and over 264

1682

There are 761 shareholders holding less than a marketable parcel of ordinary shares.

SUBSTANTIAL SHAREHOLDERS There are two substantial shareholders as defined under the Corporations Act 2001.

Name Number of Equity Voting Securities Power %

Macquarie Bank Limited <Metals & Energy Cap Div A/C> 25,209,790 10.49 Sun Valley Gold Master Fund 30,384,616 12.65

VOTING RIGHTS The voting rights attached to each class of equity security are as follows:

ORDINARY SHARES Each ordinary share is entitled to one vote when a poll is called otherwise each member present at a meeting or by proxy

has one vote on a show of hands.

OPTIONS These securities have no voting rights.

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TOP 20 QUOTED SHAREHOLDERS Name of Holder

Number of Shares Held

Percentage of Capital

CITICORP NOMINEES PTY LIMITED 35,744,616 14.88 MACQUARIE BANK LIMITED <METALS & ENERGY CAP DIV A/C> 25,209,790 10.49 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 22,044,257 9.18 NATIONAL NOMINEES LIMITED 7,638,803 3.18 MS KAREN JENNIFER PITTARD 4,208,696 1.75 DECK CHAIR HOLDINGS PTY LTD 4,075,000 1.70 BULLSEYE GEOSERVICES PTY LTD <HAYNES FAMILY A/C> 3,776,085 1.57 HILLBOI NOMINEES PTY LTD 3,519,211 1.46 MRS KATRINA FRANCES BANKS-SMITH 2,875,500 1.20 MAHSOR HOLDINGS PTY LTD <ROSHAM FAMILY S/F NO2 A/C> 2,665,000 1.11 COLORADO CONVERSIONS PTY LTD 2,500,000 1.04 DON MARTIN SUPERANNUATION PTY LTD <DON MARTIN SUPER FUND A/C>

2,500,000 1.04

PERTH INVESTMENT CORPORATION LTD 2,200,000 0.92 BLACK PRINCE PTY LTD <BLACK PRINCE SUPER FUND A/C> 2,000,000 0.83 ALLIED STRATEGIC RESOURCES LIMITED 1,805,693 0.75 JP MORGAN NOMINEES AUSTRALIA LIMITED <CASH INCOME A/C>

1,671,913 0.70

KOHEN ENTERPRISES PTY LTD 1,630,000 0.68 MR EMANUEL JOSE FERNANDES DIAS 1,614,129 0.67 ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>

1,610,135 0.67

MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 1,556,147 0.65 130,844,975 54.46

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UNQUOTED EQUITY SECURITIES

Class

Number of securities

Number of holders

Holders with more than 20%

Options exercisable at $0.26 on or before 18/12/12.

3,230,770

2

Name Number of shares

Blackswan Corporate Pty Ltd

1,615,385

Thomas Weisel Capital

1,615,385


1,496,733 28


11,073,207 21 Name Number of shares

Cuckfield Pty Ltd

2,200,000

Mahsor Holdings Pty Ltd

2,200,000

Options exercisable at $0.20 on or before 30/04/13(Escrow until 22 October 2011).

6,688,042 6 Name Number of shares

Ms Karen Jennifer Pittard

1,369,565

Cygnet Capital Pty Ltd

3,500,000


10,000,000

17

Name Number of shares

Deck Chair Holdings Pty Ltd

2,027,893

Mahsor Holdings Pty Ltd

2,027,893


500,000

1

Nick Walker


500,000

1

Rhod Grivas


1,000,000 1 Jackie Au Yeung


750,000 3 Name Number of shares

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Beverley Nichols Nicholas Day

150,000 200,000

Ming Jang Nick Walker

200,000 200,000


400,000 Issued under employee incentive scheme


6,000,000 4 Mike Haynes Tony Goddard

2,500,000 2,500,000


500,000 1 Nick Walker


500,000 1 Steve Chadwick


4,500,000 1 Michael Naylor

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