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ABN 73 006 645 754 . ACN 006 645 754 Level 4, 20 Loftus Street Sydney NSW 2000 Australia

Phone + 61 2 9241 5999 . Fax + 61 2 9241 5599 . Email [email protected]

ANNUAL REPORT . 2015

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CONTENTS Page(s)

Directors’ Statement i Review of Operations ii Directors’ report 1-12 - including remuneration report 6-11 Corporate governance statement 13 Auditor’s independence declaration 14 Statement of profit or loss and other comprehensive income 15 Statement of financial position 16 Statement of changes in equity 17 Statement of cash flows 18 Notes to the financial statements 19-50 Directors’ declaration 53 Independent auditor’s report 54-56

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GOLDSEARCH LIMITED

ABN 73 006 645 754

Page i

DIRECTOR’S STATEMENT

Dear Shareholder

During the 2015 financial year there have been significant changes generally in the resource markets and in particular your company.

Due to the lack of available finance and market support for mineral exploration, Goldsearch made the decision in May 2014 to reduce its exposure to the resource sector and actively pursue other opportunities to create shareholder value.

Since June 2014 Goldsearch has reduced its interest in all previous exploration tenements and concentrated on reviewing a new opportunity in HealthCare.

Full details of the Company’s activities are described in the following Review of Operations.

On 9 July 2014 the Company announced that it had entered into a heads of agreement to acquire a healthcare services company.

This change of direction followed an extensive search by the Board to identify a cash flow producing asset or company in an attractive and dynamic industry. Participation in the healthcare services industry offers the opportunity to deliver sustainable and growing cash flow over the long term.

Now that the company has found a new path John Percival and David Williams will retire from the board and not offer themselves for re-election at the Annual General Meeting. We are very appreciative of their strong support and sound advice to the Company. Elissa Hansen has joined the board as an interim director during the restructuring period arising from the proposed acquisition of National Health Services Pty Ltd.

Goldsearch with a new strategic direction in the healthcare service industry looks forward to meeting the challenges of the coming year with confidence.

The directors thank you for your continuing support and patience.

We look forward to meeting with you at our 2015 annual general meeting next month.

Yours sincerely

Ben Callanan Director 18 October 2015

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GOLDSEARCH LIMITED

ABN 73 006 645 754

Page ii

REVIEW OF OPERATIONS

HORIZON HEALTHCARE SOLUTIONS PTY LTD (HHS) On the 9 July 2014 Goldsearch announced that it had entered into a binding heads of agreement to acquire all of the issued share capital of Horizon Healthcare Solutions Pty Limited (HHS). HHS operates as a Healthcare Services Provider pursuant to the Approved Medical Deputising Service Program and can engage up to 40 Eligible Doctors with Licences issued by the Commonwealth Government’s Department of Health and Ageing.

On 11 August 2014, Goldsearch provided an update to the market regarding the acquisition of HHS. After entering into the binding heads of agreement and announcing the transaction, Goldsearch commenced its due diligence on HHS.

On 3 October 2014, Goldsearch completed its due diligence investigations and decided not to proceed with the HHS transaction. Goldsearch provided a notice of termination to HHS on 2 October 2014 terminating any further obligations under the agreement with HHS.

NATIONAL HEALTH SERVICES PTY LTD (NHS) On 8 October 2014, Goldsearch announced that it had executed a heads of agreement with the shareholders of National Health Services Pty Ltd (NHS) to acquire 100% of the shares in NHS. NHS is an Australian private company operating in the healthcare services sector.

On 25 November 2014 Goldsearch announced that NHS had executed a binding sale and purchase agreement with Galen & Gray. The binding agreement with Galen & Gray satisfied one of the conditions precedent to the agreement between NHS and Goldsearch.

On 19 March 2015 Goldsearch announced that it had entered into an agreement to acquire all of the issued shares in National Health Services Pty Limited (“NHS”), subject to shareholder approval.

NHS operates in the occupational medical sector, focussing on workers’ compensation, which includes injury management, physiotherapy, rehabilitation services, and medico legal services. NHS is in the unique position to expand its footprint nationally to meet the current demand from its clients.

The acquisition by Goldsearch will allow NHS to expand throughout Australia and become a market leader in providing these services on a national basis.

The acquisition of NHS is in line with Goldsearch’s commitment to enter the healthcare services sector which it has identified as having attractive fundamentals. Goldsearch believes the healthcare services sector offers the opportunity to deliver sustainable and growing cash flows over the long term without need for major capital investment.

The Company has renegotiated the purchase price of NHS from $7.5M to $4M through the issue of 26,666,667 new Goldsearch shares. Goldsearch has also agreed to pay the vendors of Galen and Gray Pty Ltd (“G&G”) $2.0m in cash post the Prospectus raising, as final consideration for G&G. The acquisition of NHS includes all of the businesses of NHS including G&G.

Since NHS signed a Heads of Agreement with G&G, the G&G business with the assistance of NHS sales and marketing has expanded to include 3 clinics and further clinics are planned for opening.

A General Meeting (“GM”) of the shareholders of the Company was held on 16 July to consider and vote on the acquisition. Resolutions included approval for a 1 for 250 consolidation in shares, approval for placement of new shares post consolidation and ratification of prior

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GOLDSEARCH LIMITED

ABN 73 006 645 754

Page iii

placements of shares. The resolutions were all passed.

The Company will also be required to prepare a prospectus and undertake a capital raising of up to $6 million to allow the Company to expand the NHS business footprint nationally to satisfy existing client demand. Existing shareholders will be given a priority to apply for additional shares under the terms of the Prospectus.

The acquisition of NHS is in line with Goldsearch’s commitment to enter the healthcare services sector which it has identified as having attractive fundamentals. Goldsearch believes the healthcare services sector offers the opportunity to deliver sustainable and growing cash flows over the long term without need for major capital investment.

RINGMD On 28 October 2014, Goldsearch announced that it had signed a non-binding Memorandum of Understanding (“MOU”) with Singapore based telemedicine company, RingMD. RingMD is a proprietary healthcare communications platform designed to connect patients with doctors. The MOU is intended to lead to a formal joint venture agreement to exclusively offer RingMD’s branded communication platform throughout Australasia.

The MOU sets out the parties intentions to work together to offer RingMD’s web and mobile platform to private and public hospitals, insurers, individual doctors and private companies within existing Government regulations.

RingMD has partnered with a variety of regional players in Southeast Asia to provide its telemedicine platform. It has received funding from various international investors and is well positioned to expand globally.

MARY KATHLEEN JOINT VENTURE Directors had previously made the decision to reduce Goldsearch’s position in the Joint Venture to conserve funds. Goldsearch currently holds 20% of the Mary Kathleen Joint Venture and is seeking to reduce this position to royalty of 1.75% Net Smelter Return

MUSGRAVE MINERALS LIMITED During the year, Goldsearch Limited sold its remaining holding in Musgrave Minerals Limited through market sales to fund ongoing activities.

DUCK CREEK JOINT VENTURE Duck Creek EPM 13336 and 15718, were transferred to Queensland Mining Corporation (QMN) last year.

FUNDING ACTIVITIES On 8 December 2014 Goldsearch announced that it had resolved to raise approximately $105,000 in a placement to professional and sophisticated investors through the issue of up to 44 million new shares at $0.0024 per share.

In conjunction with this placement the Company also resolved to undertake a Share Purchase Plan “SPP” on the same terms as the placement. The SPP offered up to 250 million shares to existing shareholders to raise a maximum of $600,000. The Company raised $48,000, issuing 20,000,000 shares.

During the year the Company resolved to undertake an additional small placement to support ongoing activity. The placement raised $18,000 with the issue of 60,000,000 shares at 0.0003 cents per share to a sophisticated investor.

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GOLDSEARCH LIMITED

ABN 73 006 645 754

Page iv

Following a consolidation at 1 for 250 shares, the Company raised $500,00 via a fully underwritten placement at 7.5 cents per share. Due to strong demand, the Board accepted a further $78,000 at the same price.

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GOLDSEARCH LIMITED ABN 73 006 645 754

DIRECTORS’ REPORT

Page 1

Your directors hereby submit the statement of financial position of the Company at 30 June 2015 together with related statement of profit or loss and other comprehensive income, statement of cash flows, statement of changes in equity and notes thereto for the year then ended and report as follows:

Directors The names of the directors in office at the date of this report and throughout the year are: Mr J.M.E. Percival (Chairman)

Mr D.L. Williams (appointed 19 March 2015)

Mr J.B. Callanan (appointed 24 July 2015) Mr P. Ashcroft (appointed 19 March 2015,

resigned 23 July 2015) Mr S. Turner (appointed 9 July 2014, resigned 11 March 2015) Mr T.V. Willsteed (resigned 19 March 2015) Mr J. Landerer, CBE AM (resigned 9 July 2014) Mr R.B. Leece, AM RFD (resigned 9 July 2014)

Company secretary The names of the company secretaries in office at the date of this report and throughout the year are:

Mrs Elissa Hansen (appointed 12 August 2015) Mr J.M.E. Percival (appointed 23 July 2015, resigned 12 August 2015) Mr R Kineavy (appointed 9 July 2014, resigned 23 July 2015) Mr P Ashcroft (appointed 19 March 2015, resigned 23 July 2015)

Principal activities On 19 March 2015 the Company announced that it had entered into an agreement to acquire all of the issued shares in National Health Services Pty Limited (“NHS”).

The acquisition is subject only to shareholder approval and compliance with the ASX Listing Rules. GSE will, if required by the ASX re-comply to chapters 1 and 2 of the ASX listing rules.

NHS operates in the occupational medical sector, focussing on workers compensation,

which includes injury management, physiotherapy, rehabilitation services, and medico legal services. NHS is in the unique position to expand its footprint nationally to meet the current demand from its clients, which include Woolworths, Aldi, Coles, Qantas, Australia Post, Startrack, TNT, QBE and similar blue chip clients.

The acquisition by the Company will allow NHS to expand throughout Australia and become a market leader in providing these services on a national basis.

Purchase Price is still to be finalised. The acquisition of NHS includes all of the businesses of NHS including Galen & Gray (“G&G”). Furthermore, G&G has confirmed to NHS that it is on track to meet their target objectives for the FY2016.

Since NHS entered the contract to acquire G&G, the G&G business with the assistance of NHS sales and marketing has expanded to include four clinics and further clinics are planned for opening over the coming months.

The Company will issue a Notice of a Special General Meeting (“SGM”) of the shareholders of the Company to consider and vote on the acquisition. The proposed notice will include resolutions providing for the change of the Company’s name to National Health Limited, a change of business activities, approval of new directors and other related resolutions together with a resolution to refresh the Company’s placement capacity and to approve any additional placements.

The Company will also be required to prepare a prospectus to comply with the ASX Listing Rules and undertake a capital raising of up to $5 million to allow the Company to expand the NHS business footprint nationally to satisfy existing client demand. Existing shareholders will be given a priority to apply for additional shares under the terms of the Prospectus. The Board is currently in discussions with a number of brokers to have the Prospectus offer fully underwritten.

The Company is seeking to complete the acquisition as soon as possible and will keep all shareholders fully informed of the timetable and further developments. The Company has prepared a draft timetable which provides for

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DIRECTORS’ REPORT

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the proposed special general meeting to approve the acquisition and funding in September 2015.

Aside from the acquisition of NHS, the principal activities of the Company during the year were care and maintenance of its tenements and investments as it pursues opportunities to sell these assets to realise value for shareholders. Results The result for the financial year was a loss of $4,580,445 (2014: loss of $1,187,513) after income tax expense of $nil (2014: $nil).

Dividend

No dividends were paid or declared during the year by the Company and no recommendation for payment of dividends has been made.

Review of operations The following occurred during the year under review: Mary Kathleen joint venture, Queensland On 8 July 2014, the Company elected to reduce the position in the Mary Kathleen Joint Venture from 30% to 20% to conserve funds.

In line with the change in Company direction, the Company has agreed to convert its interests in the Mary Kathleen Joint Venture comprising EPM 14019 and EPM 14022 and the Mount Frosty Joint Venture (Xstrata 100%, Mary Kathleen Joint Venture partners earning in up to 75%) comprising EPM 14467, to a Net Smelter Royalty.

The Board considers this to be the best approach to conserving working capital and to maximize its investment in NHS, a cash flow producing asset that offers the opportunity to deliver sustainable and growing cash flow over the long term.

Duck Creek project, Queensland In the 2014 financial year Goldsearch finalised an agreement with QMN to transfer EPM 13336 and EPM 15718 to QMN in exchange for payment of $30,000 and the right to retain a 1.5% Net Smelter Royalty. No significant events have occurred with respect to the Net Smelter Royalty in the 2015 year.

Significant changes There were no significant changes to the state of affairs of the Company which occurred during the financial year ended 30 June 2015 with the exception of those described above.

Financial position At 30 June 2015 the Company held cash and receivables totalling $112,278 (2014: $86,490). The directors will consider raising further working capital in the short term should the opportunity arise.

Events subsequent to reporting date On 23 July 2015, Mr Peter Ashcroft resigned as director and co-company secretary. Mr Robert Kineavy resigned as co-company secretary on the same day.

Mr Ben Callanan was appointed as a non-executive director on 24 July 2015.

Mr John Percival was appointed as company secretary on 23 July 2015.

On 12 August, Mr Percival resigned and Mrs Elissa Hansen was appointed as company secretary.

Shareholders approved at a special general meeting held on 16 July 2015 the consolidation of the Company’s issued share capital on a 250 for 1 basis.

At the same special general meeting, shareholders approved the placement for 6,666,667 shares on a post-consolidation basis at 7.5 cents per share to raise $500,000 before costs.

No other matters or circumstances have arisen since 30 June 2015 that have significantly affected or may significantly affect:

• The Company’s operations in future years;

• The results of those operations in future years; or

• The Company’s state of affairs in future years.

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Likely developments On the 19 March of 2015, the Company announced that it had entered into an agreement to acquire NHS. This is subject to due diligence and shareholder approval.

On the successful completion of the NHS acquisition, the company will have a new direction in the healthcare services industry as it develops and further commercialises the NHS business to deliver sustainable and growing cash flow over the long term.

Completion of the acquisition is subject to a number of conditions precedent including completion of due diligence to the Company satisfaction, shareholder approval of the transaction, interim funding to fund the transaction costs and all relevant Government consents being obtained.

Otherwise there are no known likely developments in the operations of the Company.

Information on directors John M.E. PERCIVAL (executive Chairman and a member of the audit committee)

Appointed a director on 11 October 1995.

Has been involved in investment and merchant banking for over 25 years including 15 years as investment manager of Barclays Bank New Zealand Limited.

Has had extensive experience in stockbroking, corporate finance and investment management.

Beneficially holds 18,000 fully paid ordinary shares and has an indirect interest in a further 11,531,709 fully paid ordinary shares (pre-consolidation).

During the past three years has acted as a non-executive director of the following Australian listed public companies:

• Musgrave Minerals Limited (appointed May 2010)

David L. WILLIAMS (non-executive director and a member of the audit committee)

Appointed a director on 19 March 2015.

David is an investment banker with over 30 years’ experience in the industry.

Historically he ran the Corporate Finance Divisions at Ord Minnett Securities (acquired by J P Morgan) and BZW Australia (the Barclays Bank subsidiary).

Since 1996 David has worked as a sole practitioner. He has sat on a number of public company Boards of Directors including being Chairman of travel.com Australia Limited (acquired by Wotiff Limited).

Ben CALLANAN (non-executive director and a member of the audit committee)

Appointed a director on 24 July 2015.

Ben has had over 20 years of industry experience in investment banking, portfolio management and corporate finance. He is currently a Corporate Authorised Representative at Sanlam Private Wealth and previously held positions at Macquarie Bank and Bankers Trust (Australia).

Ben’s extensive investment banking experience compliments the existing skills demonstrated by the current Board.

Peter ASHCROFT (non-executive director)

Appointed a director on 19 March 2015.

Resigned 23 July 2015.

Peter is a commercial law specialist with over 35 years’ experience and has for many years lectured on natural resource law, trade practices, company law and corporate governance and compliance.

During the past three years has acted as a Chairman of the following Australian listed public companies:

• A1 Investments & Resources Limited; • Torian Resources NL.

Stephen TURNER (non-executive director and member of the audit committee)

Appointed to the board on 9 July 2014.

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DIRECTORS’ REPORT

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Resigned 11 March 2015.

Stephen is an Australian Chartered Accountant with many years’ experience in the resource sector in Australia and abroad.

Over the past three years has acted as a non-executive director of other Australian listed public companies as follows:

• International Ferro Metals Limited (appointed January 2002)

• Vantage Goldfields Limited (appointed October 2009)

• Timpetra Resources Limited (appointed May 2010, resigned May 2013)

• Iluka Resources Limited (appointed March 2010, resigned May 2014).

Terence V. WILLSTEED (non-executive chairman of directors and member of the audit committee)

Appointed a director on 20 July 2004.

Resigned 19 March 2015.

A qualified mining engineer - BE (Mining) Queensland University and a Fellow of the Australian Institute of Mining and Metallurgy with over 45 years’ experience in mining operations, mineral processing, corporate management and consulting practice.

Indirectly holds 6,000,000 fully paid ordinary shares (pre-consolidation).

Over the past three years has acted as a non-executive director of other Australian listed public companies as follows:

• International Ferro Metals Limited (current since September 2005)

• Vantage Gold Limited (current since October 2010)

• South American Ferro Metals Limited (current since 11 November 2010)

• Niuminco Group Limited (current since 9 May 2011)

• Takoradi Gold Limited (current since July 2011)

• Timpetra Resources Limited (resigned October 2012)

Information on company secretary Elissa HANSEN

(appointed 12 August 2015).

Elissa Hansen is a Chartered Secretary with 15 years’ experience advising management and boards of ASX listed companies on investor relations, governance, compliance and other corporate issues. John PERCIVAL

(appointed 23 July 2015, resigned 12 August 2015).

John was appointed as sole company secretary on resignation of Robert and Peter.

Robert KINEAVY

(appointed 9 July 2014, resigned 23 July 2015)

Robert Kineavy is an experienced CFO and Company Secretary with over 20 years’ experience.

Peter ASHCROFT (appointed 19 March, resigned 23 July 2015).

Peter was appointed as co-company secretary for the period 19 March to 23 July 2015.

Directors’ meetings Attendance of individual directors at board meetings held during the year ended 30 June 2015 was as follows: Director Meetings

Held1 Meetings Attended

J.M.E. Percival 23 23 D.L. Williams 8 8 J.B. Callanan - - P. Ashcroft 8 8 T.V. Willsteed 15 15 S. Turner 10 9 J. Landerer 4 3 R.B. Leece 1 Meetings held while director was in office.

In addition meetings of the audit sub-committee were attended by directors as follows: Director Meetings

Held1 Meetings Attended

J.M.E. Percival 2 2 T.V. Willsteed 2 2 S. Turner 1 1 D.L. Williams - - J.B. Callanan - - 1 Meetings held while director was in office.

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Directors’ and auditors’ indemnification During or since the end of the financial year the Company has given an indemnity or entered into agreement to indemnify, or paid or agreed to pay insurance premiums as follows: • Under the provisions of the constitution of the

Company every officer (and former officer) of the Company is indemnified, to the extent permitted by law, against all costs expenses and liabilities incurred as such an officer providing it is in respect of a liability to another person (other than the Company or a related body corporate) where such liability does not arise out of conduct involving a lack of good faith and it is in respect of a liability for costs and expenses incurred in defending proceedings in which judgement is given in favour of the officer or in which the officer is acquitted or is granted relief under the Law.

• During the year the Company paid a premium on a policy to insure each of the directors and executives of the Company against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or executive of the Company, other than conduct involving a wilful breach of duty in relation to the Company. Insurance premiums paid in the 2015 year was $10,748.

Auditor’s independence declaration The Company’s independent auditor has provided an independence declaration to the Company for the year ended 30 June 2015. A copy of the declaration is attached to and forms part of this directors’ report.

Audit Services During the year, audit and review fees payable to Grant Thornton Audit Pty Ltd amounted to $43,000.

Non Audit Services Goldsearch may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company are important. During the current financial year, the auditor, Grant Thornton Audit Pty Ltd, did not provide any non-audit services to the Company.

All non-audit services would be reviewed by the Audit Committee to ensure that they do not impact the impartiality and objectivity of the auditor and that none of the services would undermine the general principles relating to auditor independence as set out in Accounting Professional and Ethical Standards (APES) 110 Code of Ethics for Professional Accountants.

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DIRECTORS’ REPORT

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REMUNERATION REPORT (Audited) This remuneration report is set out under the following main headings:

1. Principles used to determine the nature and amount of remuneration

2. Details of remuneration

3. Share-based compensation

1. Principles used to determine the nature and amount of remuneration The performance of the Company depends upon the quality of the directors and executives. The philosophy of the directors in determining remuneration levels is to set competitive remuneration packages to attract and retain high calibre employees. The board has not established a separate remuneration committee due to the small size of the Company. The board itself sets the remuneration policies and undertakes regular reviews of the performance and remuneration of Company executives. In accordance with ASX Corporate Governance best practice (Recommendation 8.2), the structure of non-executive director and executive remuneration is separate and distinct as follows.

a. Non-executive directors’ remuneration Fixed remuneration: The board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of a high calibre, whilst incurring a cost that is acceptable to shareholders.

The ASX Listing Rules specify that the maximum aggregate remuneration of non-executive directors shall be determined from time to time by shareholders. The constitution of the Company further provides that the remuneration of non-executive directors will not be more than the aggregate fixed sum determined by a general meeting of shareholders.

The maximum aggregate remuneration sought to be approved by shareholders and the manner in which it is to be apportioned amongst the non-executive directors is reviewed from time to time by the board and takes into account the fees paid to non-executive directors of comparable companies, when undertaking such reviews.

Directors’ fixed fee remuneration is inclusive of committee fees and superannuation.

At the 2007 annual general meeting held on 22 November 2007 shareholders approved a maximum annual aggregate remuneration for non-executive directors of $250,000 per annum.

The aggregate amount which the directors agreed to draw from this for the financial year ended 30 June 2015 was $148,000 per annum which was apportioned between themselves as follows:

Fixed fees Year ended 30 June

2015 $

Year ended 30 June

2014 $

Base fee: - Chairman 40,000 40,000 - Other non-executive directors

36,000 each

36,000 each

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The directors have agreed that, subject to the Law and shareholder approval, non-executive directors are to be entitled to a payment of one year’s directors’ fees upon their retirement from office, subject to completion of minimum one year’s service.

Variable remuneration: The Company provides directors with incentives designed to align their remuneration with the interests of shareholders. This is done through the issue of options to acquire ordinary shares in the Company. All such issues require the approval of shareholders in a general meeting of members. The number and the terms of the options for which shareholder approval is sought is determined by the directors based on advice from remuneration consultants and a review of variable remuneration paid to directors of comparable companies.

b. Company executive and executive director remuneration Remuneration of Company executives and executive directors consists of fixed remuneration and variable remuneration by way of a share option scheme. There is no relationship between executive remuneration and the performance of the Company.

Fixed remuneration: Fixed remuneration of senior executives is reviewed annually by the directors. The process consists of a review of relevant comparative remuneration in the employment market for the industry and within the Company and, where appropriate external independent advice will be obtained from remuneration consultants. During the financial report or to the date of signing this report the Company has not engaged the services or a remuneration consultant.

Senior executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms and are offered the opportunity to enter into “salary sacrifice” arrangements with the Company where appropriate. It is intended that the manner of payment chosen will be optimal for the recipient without creating additional cost for the Company.

Variable remuneration: Long-term incentives

The Company provides long-term incentives to executives in a manner that aligns this element of remuneration with the creation of shareholder wealth. This is done under the terms of the Company’s Employee and Director Share Option Plan (“EDSOP”) which was approved by shareholders at the 2006 annual general meeting of members and ratified at the 2011 annual general meeting for the purposes of ASX Listing Rule 7.1.

The Company’s EDSOP provides for executives and other employees to be issued with options to acquire shares in the Company. The number and the terms of the options issued are determined by the directors after consideration of the employee’s performance and his or her ability to contribute to the achievement of the Company’s objectives.

As the options confer a right, but not an obligation on the recipient of the options, the directors do not consider it necessary to establish a policy in relation to the executive limiting his or her exposure to risk as a consequence of holding such options.

c. Share-based compensation i) Options to acquire shares

As stated above, options are issued to directors and executives under the Company’s EDSOP as part of their remuneration. Such options are not issued based on performance criteria, but are issued to the majority of directors and executives to increase goal congruence between executives, directors and shareholders.

Participation in the EDSOP is at the sole discretion of the board. For each option issued, the board specifies the vesting period, exercise price and exercise period in accordance with the

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provisions of the EDSOP. The exercise price must not be less than the market price at the date of the issue of option. The exercise period cannot exceed five years.

Each option initially entitles the holder to subscribe for one fully paid ordinary share in the Company at the issue price specified, at any time from the issue date until the expiry of the options subject to any vesting requirements. The option holders are not entitled as a matter of course to participate in any share issues of the Company. Options granted under the EDSOP carry no dividend rights or voting rights and are issued for nil consideration.

Options issued to non-executive directors are issued under the terms of the EDSOP but also require separate specific approval by shareholders in a general meeting of members and the information set out in the notice of meeting must comply with relevant ASX Listing Rules.

The number of options held by all Key Management Personnel is detailed in Table 2.

ii) Shares issued on exercise of remuneration options:

No shares were issued pursuant to exercise of remuneration options during the year ended 30 June 2015 (2014: Nil) or to the date of this report.

iii) The Company had the following share-based payment arrangements, granted as remuneration or were in existence during the financial year ended 30 June 2015:

These options lapsed on 1 December 2014 without being exercised.

The Company had no share-based payment arrangements, granted as remuneration or were in existence during the financial year ended 30 June 2015 (2014: Nil).

2. Details of remuneration Details of the remuneration paid during the year to Key Management Personnel (as defined in AASB 124 Related Party Disclosures) are set out in Table 1 which follows.

The Key Management Personnel of Goldsearch Limited, including the directors and the following executives, have authority and responsibility for planning, directing and controlling the activities of the Company.

These executives comprise the Company executives who make or participate in making decisions that affect the whole, or a substantial part, of the business or who have the capacity to affect significantly the Company’s financial standing.

3. Executive contractual arrangements The terms and conditions of the appointment and retirement of both non-executive and executive directors are set out in a letter of appointment which covers remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice.

Options series Number Grant date

Expiry date

Exercise price

(cents)

Fair value at grant date

(cents) (1) Issued 2 December 2011 15,750,000 02/12/11 01/12/14 5.0 1.57

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The major provisions of the agreements relating to remuneration are set out below:

Name Base Salary Term of Agreement Notice Period J.M.E. Percival1 $40,000 Unspecified 12 months D.L. Williams $36,000 Unspecified 12 months J.B. Callanan $36,000 Unspecified 12 months P. Ashcroft $36,000 Unspecified 12 months T.V. Willsteed 2 $40,000 Unspecified 12 months S. Turner $36,000 Unspecified 12 months J. Landerer 2 $40,000 Unspecified 12 months R.B. Leece $36,000 Unspecified 12 months

1) Current Chairman 2) Appointed Chairman at date of resignation

Voting and comments made at the company’s 2014 Annual General Meeting The Company received a majority of “yes” votes on its remuneration report for the 2014 financial year. The Company did not receive any specific feedback at the AGM on its remuneration report.

Consequences of performance of shareholders wealth There is no relationship between Company performance, shareholder wealth and Directors and other KMP remuneration. Due to the nature of the Company’s exploration activities the entities performance over the last 5 years would not be an appropriate measure.

Table 1: Schedule of remuneration of key management personnel, including directors

Short-term benefits -

Salary and fees

$

Post employment

benefits - Termination

payments $

Post employment

benefits - Super

$

Share based

payments - Share

Options $

Total

$

Percentage share-based

payments - Share

options %

Year ended 30 June 2015

Non-executive directors: J.M.E. Percival 1 109,959 - 1,041 - 111,000 - P. Ashcroft 2 10,183 - - - 10,183 - D.L. Williams3 10,183 - - - 10,183 - T.V. Willsteed4 31,663 36,0008 - - 67,663 - J. Landerer 5, CBE AM - 37,3898 3,598 - 40,987 - R.B. Leece 6, AM RFD - 33,6508 3,238 - 36,888 - S. Turner 7 24,263 - - - 24,263 - Total 186,251 107,039 7,877 - 301,167

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Short-term benefits -

Salary and fees

$

Post employment

benefits - Termination

payments $

Post employment

benefits - Super

$

Share based

payments - Share

Options $

Total

$

Percentage share-based

payments - Share

options %

Year ended 30 June 2014

Non-executive directors: J.M.E. Percival 1 3,000 - - - 3,000 - T.V. Willsteed4 33,000 - - - 33,000 - J. Landerer 5, CBE AM 36,613 - 3,387 - 40,000 - R.B. Leece 6, AM RFD 32,952 - 3,048 - 36,000 - S. Turner 7 - - - - - -

Executive directors: J.M.E. Percival 1 225,911 - 20,897 - 246,808 - 331,476 - 27,332 - 358,808

Notes: 1). Mr John Percival resigned as an executive on the 31 May 2014, and reverted back to a non-executive director of the company on that date.

2). Mr Peter Ashcroft was appointed as a director of the Company on the 19th March 2015 and resigned on the 23rd of July 2015. 3). Mr David Williams was appointed as a director of the Company on the 19th of March 2015.

4). Mr Terence Willsteed resigned as a director of the Company on the 19th of March 2015. 5). Mr John Landerer resigned as a director of the Company on the 9th of July 2014.

6). Mr Robert Leece resigned as a director of the Company on the 9th of July 2014. 7). Mr Stephen Turner was appointed as a director on the 9th of July 2014 and resigned on 11th of March 2015. 8) Termination payments subject to shareholder approval as per the Company’s constitution.

Table 2: Movement in the number of unquoted options held by management personnel, including directors, which were granted as remuneration options:

The following tables show the movement in the options granted as remuneration to key management personnel during the financial year ended 30 June 2015:

Opening balance

Options granted as

remuneration

Options expired/

lapsed

Net other change

Closing balance

Year ended 30 June 2015 Non-executive directors

J.M.E. Percival 4,000,000 - (4,000,000) - - P. Ashcroft - - - - - D.L. Williams - - - - - T.V. Willsteed 3,250,000 - (3,250,000) - - J. Landerer, CBE AM 4,250,000 - (4,250,000) - - R.B. Leece, AM RFD 3,250,000 - (3,250,000) - - S. Turner - - - - -

Total 14,750,000 - (14,750,000) - - Options above were issued on 2 December 3011 and expired on 1 December 2014. The exercise price was 5 cents and were originally valued at grant date at 1.57 cent.

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DIRECTORS’ REPORT

Page 11

Key management personnel and their related entities hold directly, indirectly or beneficially as at the reporting date the following interests in the Company:

Ordinary shares2 Quoted share options Unquoted share options Directors Direct Indirect Direct Indirect Direct Indirect J.M.E. Percival 18,000 11,531,709 - - - - P. Ashcroft - 4,000,000 - - - - D.L. Williams - - - - - - J.B. Callanan - - - - - - T.V. Willsteed - 6,000,0001 - - - - S. Turner - - - - - - J. Landerer 10,725,8721 4,643,1291 - - - - R.B. Leece - 16,996,4651 - - - -

1) At resignation date 2) Pre-share consolidation

Movements in these holding during the year were as follows:

(i) No shares or options were acquired or granted during the period

(ii) The following shares or options were sold, options exercised or expired during the period As indicated above, 14,750,000 options expired during the financial year.

End of remuneration report

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Page 13

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Goldsearch Limited (‘the Company’) has adopted the third edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council on 27 March 2014 and became effective for financial years beginning on or after 1 July 2014. The Company’s Corporate Governance Statement for the financial year ending 30 June 2015 is dated as at 30 June 2015 and was approved by the Board on 28 August 2015. The Corporate Governance Statement is available on the Company’s website at http://www.goldsearch.com.au/AboutUs/CorporateGovernance.aspx.

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Level 17, 383 Kent Street

Sydney NSW 2000

Correspondence to:

Locked Bag Q800

QVB Post Office

Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]

W www.grantthornton.com.au

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the

context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm

is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and

are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its

Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

Page 14


Sydney NSW 2000

Correspondence to:

Locked Bag Q800

QVB Post Office

Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]


Auditor’s Independence Declaration

To the Directors of Goldsearch Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead

auditor for the audit of Goldsearch Limited for the year ended 30 June 2015, I declare that,

to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act

2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the

audit.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

A G Rigele

Partner - Audit & Assurance

Sydney, 31 August 2015

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Page 15

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Note 2015 2014

$ $

Continuing operations

Revenue 2 5,582 7,467 Other Income 2 3,626 41,631

Impairment of capitalised exploration expenses (3,689,199) (32,855) Net loss on sale of financial assets 9 (21,451) -

Loss on disposal of property, plant and equipment

(8,289) -

Loss on sale of exploration interest - (536,222) Salary costs (including directors’ fees) (338,876) (201,878) Professional and legal fees (363,681) (251,055) Share registry expenses (63,955) (58,825) Occupancy expenses (55,142) (55,579) Depreciation and amortisation (3,698) (5,977) Other expenses (45,362) (94,220)

Loss before income tax expense 3 (4,580,445) (1,187,513) Income tax expense 4 - -

Loss from continuing operations (4,580,445) (1,187,513)

Other comprehensive income

Items that may be reclassified to profit or loss

Net gain on revaluation of investments 9, 16 - 43,803

Reclassification to profit or loss of net gain on revaluation of investments 9, 16

(43,803) -

Loss attributable to members (4,624,248) (1,143,710)

Total comprehensive loss attributable to members (4,624,248)

(1,143,710)

Loss per share attributable to the ordinary equity holders of the company

Basic loss per share - cents 23 (0.59) (0.17)

Diluted loss per share - cents 23 (0.59) (0.17)

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Page 16

The accompanying notes form part of these financial statements

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

Note 2015 2014

$ $

CURRENT ASSETS Cash and cash equivalents 22(a) 103,608 68,604 Trade and other receivables 6 8,670 17,886 Other assets 7 18,300 36,743

TOTAL CURRENT ASSETS 130,578 123,233

NON-CURRENT ASSETS Other financial assets 9 - 357,567 Property, plant and equipment 8 - 11,998 Exploration and investment expenditure 10 - 3,740,565

TOTAL NON-CURRENT ASSETS - 4,110,130

TOTAL ASSETS 130,578 4,233,363

CURRENT LIABILITIES Trade and other payables 14 792,783 500,729

TOTAL CURRENT LIABILITIES 792,783 500,729

TOTAL LIABILITIES 792,783 500,729

NET (DEFICIENCY)/SURPLUS IN NET ASSETS (662,205) 3,732,634

EQUITY Issued capital 15 34,104,932 33,953,323 Other contributed equity 15 77,800 - Reserves 16 - 393,128 Accumulated losses 5 (34,844,937) (30,613,817)

TOTAL EQUITY (662,205) 3,732,634


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Page 18

STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Note 2015 2014

$ $

CASH FLOWS FROM OPERATING ACTIVITIES:

Payments to suppliers and employees (396,162) (386,761) Payments to related parties (66,939) (126,324) Interest received 1,426 7,466 Rent received 4,617 -

Net cash used in operating activities 22(b)

(457,058) (505,619)

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for exploration activities (33,296) (147,590)

Payments to related parties for exploration activities

- (125,911)

Proceeds from sale of exploration interest - 35,000

Proceeds from sale of available-for-sale investment

292,313 162,402

Payments for property, plant and equipment - (2,918)

Proceeds from sale of property, plant and equipment

3,636 -

Net cash provided/(used) by investing activities 262,653 (79,017)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issue of shares 250,080 - Share issue cost (20,671) -

Net cash provided by financing activities 229,409 -

Net increase/(decrease) in cash and cash equivalents held

35,004 (584,636)

Cash and cash equivalents at beginning of year 68,604 653,240

Cash and cash equivalents at end of year 22(a)

103,608 68,604


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NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Page 19

1. STATEMENT OF ACCOUNTING POLICIES

(a) General

The financial statements are a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers Goldsearch Limited as an individual company (the “Company” or “Goldsearch”) for the year ended 30 June 2015, consolidated accounts have not been prepared based on the grounds of immateriality as set out in Note 26. Goldsearch is a listed public company, incorporated and domiciled in Australia. Goldsearch is a for-profit entity for the purpose of preparing the financial statements. The financial report was authorised for issue by the directors on 28 August 2015.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.

Reporting basis and conventions

These financial statements have been prepared on an accruals basis under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value.

Critical accounting estimates and judgements

The preparation of a financial report in conformity with Australian Accounting Standards requires management to make estimates, judgements and assumptions based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data obtained both externally and within the Company. Actual results may differ from the estimates.

i) Share based payments

The Company valued share options by reference to the fair value of the equity instruments at the grant date. The fair value is determined using the Black Scholes Option Pricing method which requires significant estimates and judgements over the inputs in respect to the volatility being 122.40% (market volatility of the underlying security) and the risk free rate of 4.75% (RBA government bond rate). Refer to Note 17.

ii) Exploration and evaluation expenditure

The Company capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Due to a change in company direction in the 2015 financial year, all previously capitalised exploration expenditure was fully impaired in the year.

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Page 20

1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

Critical accounting estimates and judgements (continued)

iii) Fair value of financial assets

The Company records the fair value of financial assets using the market value of the investments at reporting date. While this represents the best estimate of the fair value as at the reporting date, the current market uncertainty means that, if the financial assets are sold in the future, the price achieved may be higher or lower than the most recent valuation, and higher or lower than the fair value recorded in the financial statements.

iv) Impairment

In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on expected future cash flows and, where required, uses an interest rate to discount them.

Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

v) Useful lives of depreciable assets

Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain plant and equipment.

vi) Going concern

The Company incurred a loss for the year of $4,580,445 (2014: $1,187,513) and net cash outflows from operating activities of $457,058 (2014: $505,619). Notwithstanding the deficit of assets of $662,205. The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business, notwithstanding the material uncertainties exist going forward which cast significant doubt on the Company’s ability to continue as a going concern.

The ability of the Company to continue to pay its debts as and when they fall due is dependent upon successfully raising additional funds.

The Company has limited financial resources and will need to raise additional capital from time to time; any such capital raising will be subject to factors beyond the control of the Company and its Directors. When the Company requires further funding for its programs, then it is the Company’s intention that the additional funds would be raised in a manner deemed most expedient by the Board of Directors at that time, taking into account working capital requirements, exploration results and programs, budgets, share market conditions, capital raising opportunities and the interests of the Company’s shareholders.

The Directors believe it is appropriate to prepare these accounts on a going concern basis because:

• On 19 March 2015 the Company announced that it had entered into an agreement to acquire all of the issued shares in National Health Services Pty Limited (“NHS”). This change of direction followed an extensive search by the Board to identify a cash flow producing asset in an attractive and dynamic industry. Participation in the healthcare services industry offers the opportunity to deliver sustainable and growing cash flow over the long term.

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Page 21


Critical accounting estimates and judgements (continued)

(vi) Going concern (continued)

• the Company Director, John Percival has proposed and tabled to the independent Company Directors, that he will defer an amount owed in relation to employment as an executive director of the Company until the Company is in a better financial position, as of 30 June 2015 the Company has accrued $109,250 and included as part of the ‘Trade and other payable’ as of that date.

• Subsequent to year end, the Company received $500,000 in share application monies. Please refer to Note 29 for further information.

• the Directors have an appropriate plan to raise additional funds as and when they are required. In light of the Company’s change in direction, the Directors believe that the additional capital required can be raised in the market by any one or a combination of the following: Placement of shares to excluded offerees, pro-rata issue to shareholders, and/or a further issue of shares to the public.

• the Directors can adopt an appropriate plan to contain operating and investing expenditure if appropriate funding is unavailable.

Should the Company not achieve the matters set out above, there is uncertainty whether it would continue as a going concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business at amounts different to those stated in the financial statements.

The financial statements do not include any adjustment relating to the recoverability or classification of asset carrying amounts or to the amounts of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due.

(b) Consolidation

The accounts are not consolidated as the directors have decided that such application is of no material consequence as the subsidiary companies have no activities other than as holders of exploration rights on certain tenements which are deemed to be insignificant.

Separate consolidated accounts of the consolidated entity formed by the Company and these wholly owned subsidiaries (refer to Note 26) have not been prepared on the grounds of immateriality.

(c) Comparative information

Comparative figures are, where appropriate, reclassified so as to be comparable with the figures presented for the financial year.

(d) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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Page 22


(e) Income tax

The charge for current income tax expense is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the period. It is calculated using the tax rates that have been enacted or are substantially enacted by the reporting date.

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

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 charged to the statement of profit or loss and other 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 to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(f) Property, plant and equipment - Plant and equipment

Plant and equipment is measured on the cost basis less 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 Company and the cost of the item can be measured reliably.

All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred.

All fixed assets are depreciated over their estimated useful lives to the Company. Mining plant and equipment is depreciated in this manner over the estimated life of the relevant mine with due regard to each item’s physical life limitations.

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

Class of fixed asset Depreciation rate

Plant and equipment 20 – 40% Diminishing value

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Page 23


(f) Property, plant and equipment - Plant and equipment (continued)

Depreciation

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the profit or loss.

(g) Exploration expenditure and mineral leases

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward if the rights to the area of interest are current and to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Accumulated costs in relation to an abandoned area are written off in full against the result in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs will be determined using estimates of future costs, current legal requirements and technology on a discounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(h) Accounts payable

Trade payables and other accounts payable are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services. Due to their short-term nature they are measured at amortised cost and not discounted. These amounts are unsecured and are usually paid within 30 days of recognition.

(i) Receivables

Trade receivable are initially recognised at fair value and subsequently measured at amortised cost using the affective interest method, less any allowance for impairment.

(j) Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

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Page 24


(j) Leases (continued)

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

(k) Earnings per share

i) Basic earnings per share:

Basic earnings per share is determined by dividing the operating profit/(loss) after income tax excluding any cost of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year.

ii) Diluted earnings per share:

Diluted earnings per share adjusts the figures used in determining earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.

(l) Restoration, rehabilitation and environmental expenditure

Restoration, rehabilitation and environmental expenditure to be incurred during the production phase of operations is accrued when the need for such expenditure is established, and then written off as part of the costs of production of the mine property concerned. Significant restoration, rehabilitation and environmental expenditure to be incurred subsequent to the cessation of production at each mine property is accrued, in proportion to production, when its extent can be reasonably estimated.

(m) Employee benefits

i) Wages and salaries and annual leave:

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date represent present obligations in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the leave is taken.

ii) Long service leave:

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using projected unit credit method. Consideration is given to the expected future wage and salary level, experience of employee departures and periods of service. Expected future payments are discounted using government bond rates that match, as closely as possible, the estimated future cash outflows.

iii) Retirement benefit obligations

Contributions to defined contribution funds are recognised as an expense as they become payable. F

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Page 25


(n) Business undertakings – joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the Company's share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment.

Joint operations through farm in arrangements

For exploration and evaluation asset acquisitions (farm-in arrangements) in which the Company has made arrangements to fund a portion of the selling partner's (farmor's) exploration and/or future development expenditures (carried interests), these expenditures are reflected in the financial statements as and when the exploration and development work progresses or when the payments fall due. The Company reflects exploration and evaluation asset dispositions (farm-out arrangements), when the farmee correspondingly undertakes to fund carried interests as part of the consideration, on a historical cost basis with no gain or loss recognition.

(o) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation/depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less costs to sell, and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(p) Share-based payments

The cost to the Company of share options granted to directors and executive officers is included at fair value as part of the directors’ and executive officers’ aggregate remuneration in the financial year the options are granted. The fair value of the share option is calculated using the Black Scholes option pricing model, which takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradable nature of the option, the current price and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

The fair value determined at the grant date of the equity settled share based payment is expensed on a straight line basis over the vesting period. F

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(q) Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend revenue is recognised when the right to receive a dividend has been established. State grant income is recognised where there is reasonable assurance that the grant will be received and all grant conditions will be met. All revenue is stated net of the amount of goods and services tax (GST). Other income

Realised gains and losses on sale are recognised as income or expense respectively in the statement of profit or loss and other comprehensive income and are calculated as the difference between consideration on sale and the original cost.

(r) Goods and services tax (GST)

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.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(s) Financial instruments

The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at each reporting date.

Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to designate a financial asset if the possibility exists, it will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the reporting date. The Company held no such financial assets at reporting date.

Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted on an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position.

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(s) Financial instruments (Continued)

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company management has the positive intention and ability to hold to maturity. The Company held no such financial assets at reporting date.

Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date.

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

Subsequent measurement

Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value.

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss category are included in the profit or loss in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity in the available-for-sale investments revaluation reserve.

When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit or loss as gains and losses from investment securities. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

Impairment of financial assets

The Company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit and loss is removed from equity and recognised in the statement of profit or loss and other comprehensive income. Impairment losses recognised in the statement of profit or loss and other comprehensive income on equity instruments are not reversed through the profit or loss.

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(t) Provisions, contingent liabilities and contingent assets

Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

(u) Segment reporting

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions and borrowings.

(v) New and revised standards that are effective for these financial statements

A number of new and revised standards and an interpretation became effective for the first time to annual periods beginning on or after 1 July 2014. Information on these new standards is presented below.

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

AASB 2012-3 adds application guidance to AASB 132 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.

AASB 2012-3 is applicable to annual reporting periods beginning on or after 1 January 2014.

The adoption of these amendments has not had a material impact on the Group as the amendments merely clarify the existing requirements in AASB 132.

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(v) New and revised standards that are effective for these financial statements (continued)

AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets

These narrow-scope amendments address disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.

When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in introducing those requirements resulted in the requirement being more broadly applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB’s original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal.

AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets and is applicable to annual reporting periods beginning on or after 1 January 2014.

The adoption of these amendments has not had a material impact on the Group as they are largely of the nature of clarification of existing requirements.

AASB 2013-5 Amendments to Australian Accounting Standards – Investment Entities

The amendments in AASB 2013-5 provide an exception to consolidation to investment entities and require them to measure unconsolidated subsidiaries at fair value through profit or loss in accordance with AASB 9 Financial Instruments (or AASB 139 Financial Instruments: Recognition and Measurement where AASB 9 has not yet been adopted). The amendments also introduce new disclosure requirements for investment entities that have subsidiaries.

These amendments apply to investment entities, whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. Examples of entities which might qualify as investment entities would include Australian superannuation entities, listed investment companies, pooled investment trusts and Federal, State and Territory fund management authorities.

AASB 2013-5 is applicable to annual reporting periods beginning on or after 1 January 2014.

This Standard has not had any impact on the Group as it does not meet the definition of an ‘investment entity’ in order to apply this consolidation exception.

AASB 2014-1 Amendments to Australian Accounting Standards (Part A: Annual Improvements 2010-2012 and 2011-2013 Cycles)

Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the issuance by the IASB of International Financial Reporting Standards Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle.

Among other improvements, the amendments arising from Annual Improvements to IFRSs 2010-2012 Cycle:

- clarify that the definition of a ‘related party’ includes a management entity that provides key management personnel services to the reporting entity (either directly or through a group entity)

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(v) New and revised standards that are effective for these financial statements (continued)

- amend AASB 8 Operating Segments to explicitly require the disclosure of judgements made by management in applying the aggregation criteria

Among other improvements, the amendments arising from Annual Improvements to IFRSs 2011-2013 Cycle clarify that an entity should assess whether an acquired property is an investment property under AASB 140 Investment Property and perform a separate assessment under AASB 3 Business Combinations to determine whether the acquisition of the investment property constitutes a business combination.

Part A of AASB 2014-1 is applicable to annual reporting periods beginning on or after 1 July 2014.

The adoption of these amendments has not had a material impact on the Group as they are largely of the nature of clarification of existing requirements.

(w) Accounting Standards issued but not yet effective and not been adopted early by the Group

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2015 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below.

AASB 9 Financial Instruments

AASB 9 introduces new requirements for the classification and measurement of financial assets and 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:

- Financial assets that are debt instruments will be classified based on: (i) the objective of the entity’s business model for managing the financial assets; and (ii) the characteristics of the contractual cash flows.

- 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 (instead of in profit or loss). 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.

- Introduces a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments.

- 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.

- 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.

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(w) Accounting Standards issued but not yet effective and not been adopted early by the Group (continued)

Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9:

- classification and measurement of financial liabilities; and

- derecognition requirements for financial assets and liabilities.

AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that enable entities to better reflect their risk management activities in the financial statements.

Furthermore, AASB 9 introduces a new impairment model based on expected credit losses. This model makes use of more forward-looking information and applies to all financial instruments that are subject to impairment accounting.

The entity is yet to undertake a detailed assessment of the impact of AASB 9. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019.

AASB15 Revenue from Contracts with Customers

AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue-related Interpretations:

- establishes a new revenue recognition model

- changes the basis for deciding whether revenue is to be recognised over time or at a point in time

- provides new and more detailed guidance on specific topics (e.g., multiple element arrangements, variable pricing, rights of return, warranties and licensing)

- expands and improves disclosures about revenue

The entity is yet to undertake a detailed assessment of the impact of AASB 15. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2018.

AASB 2014-1 Amendments to Australian Accounting Standards

Part D of AASB 2014-1 makes consequential amendments arising from the issuance of AASB 14. When these amendments become effective for the first time for the year ending 30 June 2017, they will not have any impact on the entity.

Part E of AASB 2014-1 makes amendments to Australian Accounting Standards to reflect the AASB’s decision to defer the mandatory application date of AASB 9 Financial Instruments to annual reporting periods beginning on or after 1 January 2018. Part E also makes amendments to numerous Australian Accounting Standards as a consequence of the introduction of Chapter 6 Hedge Accounting into AASB 9 and to amend reduced disclosure requirements for AASB 7 Financial Instruments: Disclosures and AASB 101 Presentation of Financial Statements. Refer to the section on AASB 9 above.

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AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations

The amendments to AASB 11 state that an acquirer of an interest in a joint operation in which the activity of the joint operation constitutes a ‘business’, as defined in AASB 3 Business Combinations, should:

- apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except principles that conflict with the guidance of AASB 11. This requirement also applies to the acquisition of additional interests in an existing joint operation that results in the acquirer retaining joint control of the joint operation (note that this requirement applies to the additional interest only, i.e., the existing interest is not remeasured) and to the formation of a joint operation when an existing business is contributed to the joint operation by one of the parties that participate in the joint operation; and

- provide disclosures for business combinations as required by AASB 3 and other Australian Accounting Standards.

When these amendments are first adopted for the year ending 30 June 2017, there will be no material impact on the transactions and balances recognised in the financial statements.

AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments to AASB 116 prohibit the use of a revenue-based depreciation method for property, plant and equipment. Additionally, the amendments provide guidance in the application of the diminishing balance method for property, plant and equipment.

The amendments to AASB 138 present a rebuttable presumption that a revenue-based amortisation method for intangible assets is inappropriate. This rebuttable presumption can be overcome (i.e., a revenue-based amortisation method might be appropriate) only in two (2) limited circumstances:

i. The intangible asset is expressed as a measure of revenue, for example when the predominant limiting factor inherent in an intangible asset is the achievement of a revenue threshold (for instance, the right to operate a toll road could be based on a fixed total amount of revenue to be generated from cumulative tolls charged); or

ii. When it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.

When these amendments are first adopted for the year ending 30 June 2017, there will be no material impact on the transactions and balances recognised in the financial statements.

AASB 2014-5 Amendments to Australian Accounting Standards arising from AASB 15

AASB 2014-5 incorporates the consequential amendments arising from the issuance of AASB 15. Refer to the section on AASB 15 above.

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1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) (w) Accounting Standards issued but not yet effective and not been adopted early by the Group (continued)

AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014)

AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9. Refer to the section on AASB 9 above.

AASB 2014-8 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) – Application of AASB 9 (December 2009) and AASB 9 (December 2010)

AASB 2014-8 limits the application of the existing versions of AASB 9 (AASB 9 [December 2009] and AASB 9 [December 2010]) from 1 February 2015. Refer to the section on AASB 9 above.

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments address a current inconsistency between AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures (2011).

The amendments clarify that, on a sale or contribution of assets to a joint venture or associate or on a loss of control when joint control or significant influence is retained in a transaction involving an associate or a joint venture, any gain or loss recognised will depend on whether the assets or subsidiary constitute a business, as defined in AASB 3 Business Combinations. Full gain or loss is recognised when the assets or subsidiary constitute a business, whereas gain or loss attributable to other investors’ interests is recognised when the assets or subsidiary do not constitute a business.

This amendment effectively introduces an exception to the general requirement in AASB 10 to recognise full gain or loss on the loss of control over a subsidiary. The exception only applies to the loss of control over a subsidiary that does not contain a business, if the loss of control is the result of a transaction involving an associate or a joint venture that is accounted for using the equity method. Corresponding amendments have also been made to AASB 128 (2011).

When these amendments are first adopted for the year ending 30 June 2017, there will be no material impact on the financial statements.

AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle

These amendments arise from the issuance of Annual Improvements to IFRSs 2012-2014 Cycle in September 2014 by the IASB.

Among other improvements, the amendments clarify that when an entity reclassifies an asset (or disposal group) directly from being held for sale to being held for distribution (or vice-versa), the accounting guidance in paragraphs 27-29 of AASB 5 Non-current Assets Held for Sale and Discontinued Operations does not apply. The amendments also state that when an entity determines that the asset (or disposal group) is no longer available for immediate distribution or that the distribution is no longer highly probable, it should cease held-for-distribution accounting and apply the guidance in paragraphs 27-29 of AASB 5.

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AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101

The amendments:

- clarify the materiality requirements in AASB 101, including an emphasis on the potentially detrimental effect of obscuring useful information with immaterial information

- clarify that AASB 101’s specified line items in the statement(s) of profit or loss and other comprehensive income and the statement of financial position can be disaggregated

- add requirements for how an entity should present subtotals in the statement(s) of profit and loss and other comprehensive income and the statement of financial position

- clarify that entities have flexibility as to the order in which they present the notes, but also emphasise that understandability and comparability should be considered by an entity when deciding that order, and

- remove potentially unhelpful guidance in IAS 1 for identifying a significant accounting policy.


AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality

The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards. When this Standard is first adopted for the year ending 30 June 2016, there will be no impact on the financial statements.

2. REVENUE AND OTHER INCOME 2015 2014 Revenue from operating activities $ $ Operating activities - Interest received 965 7,467 - Rent received 4,617 -

Total revenue from operating activities 5,582 7,467

Other income - Net gain on sale of investments - 41,631 - Gain on sale of equipment 3,626 -

Total other income 3,626 41,631

Total income from continuing activities 9,208 49,098

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2015

$ 2014

$ 3. LOSS FOR THE YEAR Loss before income tax has been determined after: Depreciation of plant and equipment (refer to Note 8) 3,698 5,977 Less: depreciation capitalised (refer to Note 10) - (3)

Depreciation expense 3,698 5,974

Loss on sale of exploration interest - 536,222

(Gain)/Loss on disposal of property, plant and equipment (3,626) 13,269

Net loss on sale of financial assets 21,451 - Rental expense on operating leases 42,355 45,591 Impairment of capitalised exploration expenses 3,689,199 32,855 Superannuation – defined contribution 11,148 34,221 Salary costs (including directors’ fees) 338,876 201,878

Salary costs recognised in the 2015 financial year includes benefits of $234,228 accrued but unpaid at 30 June 2015. $107,039 relates to termination benefits subject to shareholder approval.

4. INCOME TAX

The prima facie tax payable on profit/(loss) is reconciled to the income tax expense as follows:

Prime facie tax payable on loss before income tax at 30% (2014: 30%) (1,374,133)

(356,254)

Add: tax effect of: - Other assessable and non-allowable items 1,258,431 148,910 - Net of current year tax losses not recognised and

deductible items (exploration expenditure and others) (46,292)

(119,995) - Deferred tax losses not recognised in accounts 161,994 327,339

Income tax expense/(benefit) - -

Subject to the provisions of the Income Tax Assessment Act, if the Company derives assessable income it will be able to utilise carry-forward losses. At 30 June 2015 the Company has estimated carry-forward tax losses, after adjusting for temporary differences, of approximately $23,971,474 (2014: $23,431,491) which amounts to an income tax benefit which has not been recognised in the statement of financial position of $7,191,442 (2014: $7,029,447).

Certain losses which have been incurred in the course of mining activities are only available for offset against future mining income. Due to the manner and nature of activities giving rise to these carry-forward tax losses, a detailed analysis would be required should the Company return to profits.

The net deferred tax asset will only be obtained if: (a) the Company derives future assessable income of a nature and of an

amount sufficient to enable the benefit from the deductions for the loss to be realised;

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4. INCOME TAX (CONTINUED) (b) the Company continues to comply with the conditions for deductibility

imposed by law; and (c) no changes in tax legislation adversely affect the Company in realising the

benefit from the deduction of the loss.

Consequently, no deferred tax asset has been recognised.

2015

$ 2014

$ 5. ACCUMULATED LOSSES Accumulated losses at beginning of year (30,613,817) (29,426,304) Net loss attributable to members of Goldsearch Limited (4,580,445) (1,187,513) Options lapsed during the year 349,325 -

Accumulated losses at end of year (34,844,937) (30,613,817)

6. TRADE AND OTHER RECEIVABLES GST receivable 8,670 17,886

The above assets are not subject to any accrued interest and are not subject to any impairment on any past due amount. These amounts are receivable in the ordinary course of business. The full amounts are expected to be received within 30 days, and not past due.

7. OTHER ASSETS Rental bond - held to maturity 18,300 18,300 Prepayments - 18,443

18,300 36,743

8. PROPERTY, PLANT AND EQUIPMENT Equipment at cost - 47,211 Accumulated depreciation - (35,213)

- 11,998

Motor vehicle at cost - 61,300 Accumulated depreciation - (61,300)

- -

Total property, plant and equipment - 11,998

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2015

$ 2014

$ 8. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Reconciliation of property, plant and equipment Equipment Carrying amount at beginning of year 11,998 28,326 Additions - 2,918 Disposal (8,300) (13,269) Depreciation (3,698) (5,977)

Carrying amount at end of year - 11,998

9. OTHER FINANCIAL ASSETS Shares in controlled entities at cost (a) (Note 26) - 885 Shares in listed companies - at fair value (i) - 356,682 Shares in unlisted companies at cost (ii) - 1 Provision for impairment (ii) - (1) - 357,567

(a) Shares in controlled entities are valued at cost as fair value is unable to be determined.

Reconciliation of other financial assets Carrying amount at beginning of year 357,567 434,535 Value of investment sold (292,313) (120,771) Impairment charge (21,451) -

Fair value movement through other comprehensive income (43,803) 43,803

Carrying amount at end of year - 357,567

(i) Listed investments are recorded at fair value as available for sale financial assets

which consist of the following material investments:

Minority interest in Morning Star Gold NL (MCO) shares.

As at 30 June 2015, Company held 1,732,108 MCO shares (2014:1,732,108)

with nil fair value (2014: nil).

Minority interest in Musgrave Minerals Ltd (MGV) shares.

As at 30 June 2015 the Company held nil MGV shares (2014:6,257,577 shares with fair value of $356,682 ) and 1,837,000 unquoted 25 cent options (2014: 1,837,000) the option has a $Nil fair valuation (2014: Nil).

All shares were sold during the 2015 financial year.

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9. OTHER FINANCIAL ASSETS (CONTINUED)

(ii) Unlisted investments and provisions:

Minority interest in Capix Pty Ltd shares.

The Company made a provision for impairment on its investment in this company as of 30 June 2002 and the directors have continued to provide against this investment since that date.

There would be no material capital gains tax payable if these listed assets were sold at their market value at reporting date.

2015 2014 $ $ 10. EXPLORATION AND EXPENDITURE Mining expenditure (pre-production)

Exploration and evaluation expenditure carried forward in respect of mining areas of interest:

Balance at beginning of year 3,740,565 3,944,660

Exploration expenditure, at cost capitalised during the year 148,634 399,982

Carrying values of exploration expenditure sold during the year - (571,222)

10% reduction in JV interest (200,000) - 3,689,199 3,773,420 Impairment of capitalised exploration expenditure (3,689,199) (32,855)

Balance at end of year - 3,740,565

Depreciation included in exploration expenditure - 3

Due to the strategic change in the nature of the Company during the financial year, an impairment of $3,689,199 (2014: $32,855) was recorded in relation to the capitalised exploration costs as the Company will not pursue further activity on these tenements or projects. The impairment was charged to the profit and loss for the capitalised carrying cost and amounts paid during the financial year.

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11. BUSINESS UNDERTAKINGS – JOINT OPERATIONS

a) Chinalco Yunnan Copper – Mary Kathleen farm-in agreement

In August 2009 Goldsearch entered into a farm-in agreement with China Yunnan Copper Australia Limited (CYU), now Chinalco Yunnan Copper Resources Limited whereby CYU can earn a minimum interest of 49% in all tenements by spending $750,000 and up to a 70% interest by spending $1.5 million over three years and issuing Goldsearch 3,000,000 options to purchase ordinary shares in CYU at 40 cents per share. At the date of this report all 3,000,000 options have expired in accordance with the terms of their issue.

During June 2011, CYU advised Goldsearch Limited it had spent the required $1,500,000 to earn its 70% interest and the tenement ownership transfers are now with the Queensland Mining Department for registration and transfer. Goldsearch was required to meet 30% of the ongoing costs of drilling and exploration.

On the 8 of July 2014, the Directors of the Company elected to reduce its share in this farm-in agreement by 10% by offsetting $200,000 that was accrued and invoiced by CYU to conserve the Company’s limited capital and reduce its liabilities as reported in the Statement of Financial Position, if at any time the Company fails to contribute its share of ongoing cost the Company’s interest will reduce by 5% for each $100,000 not contributed. The Company’s share will then revert to a 1.75% net smelter return royalty once its share in the farm-in agreement falls to 5%.

b) Queensland Mining Corporation joint venture

Goldsearch entered into a joint venture agreement with North Queensland Mines Pty Ltd –now Queensland Mining Corporation (QMN) on exploration permits EPM 13336 andEPM 15718 whereby QMN can earn 70% and 75% respectively by spending $750,000 by31 May 2008. Goldsearch at all times retains a 25% interest in the tenements.

During the period ended 30 June 2014, the Company negotiated the sale of its interest inthese tenements to QMN for a total consideration of $35,000 and the Company share aretained 1.5% net smelter return royalty.

12. EXPLORATION TENEMENTS

Expenditure commitments During the year, the Company agreed to convert its interest in the Mary Kathleen joint venture interest to a net smelter royalty. As such, there are no expenditure commitments at year end with respect to exploration tenements.

2015 2014 13. COMMITMENTS FOR EXPENDITURE $ $

Exploration expenditure commitments:- not later than 1 year - 565,000- later than 1 year and not later than 5 years - 340,000

- 905,000

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2015 2014 $ $ 14. TRADE AND OTHER PAYABLES Trade creditors 453,851 333,996 Sundry creditors and accruals 337,254 166,733 Other payables 1,678 -

792,783 500,729

The above amounts all relate to normal unsecured creditors incurred in the normal course of the Company's business operations and are within the credit terms of each relevant supplier or service provider.

15. ISSUED CAPITAL (a) Issued shares:

693,638,542 ordinary fully paid shares at beginning of year (2014: 693,638,542) 33,953,323 33,953,323

Issued during the year: 124,283,333 (2014: nil) ordinary shares issued 172,280 - Share issue cost (20,671) -

817,921,875 ordinary fully paid shares at end of year (2014: 693,638,542) 34,104,932 33,953,323

b) Movement in issued shares during the year Date Details Number of

shares Number of

shares 1 July opening balance 693,638,542 693,638,542 ordinary shares issued 124,283,333 -

30 June closing balance 817,921,875 693,638,542

Holders of ordinary shares are entitled to participate in dividends when declared and are entitled to one vote per share, either in person or by proxy, at shareholder meetings. In the event of winding up the Company, ordinary shareholders are ranked after all other creditors and are entitled to any proceeds of liquidation in proportion to the number of and amounts paid on the shares held.

Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

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15. ISSUED CAPITAL (CONTINUED) (c) Movement in issued share options during the year:

The Company had no quoted options granted, the following table show the movement of unquoted options granted during the financial years:

Date Details

Weighted average

Exercise price Expiry date Number Unquoted options (f) 1 July 2013 opening balance 5.0 cents 1 December 2014 21,250,000

30 June 2014 closing balance 5.0 cents 1 December 2014 21,250,000

1 July 2014 opening balance 5.0 cents 1 December 2014 21,250,000

1 December 2014 expiry 5.0 cents 1 December 2014 (21,250,000)

30 June 2015 closing balance - - -

(d) Uncalled capital: No calls are outstanding at year end. All issued shares are fully paid.

(e) Shares yet to be issued:

The Company has received $77,800 in valid applications as of 30 June 2015 in relation to the Company’s current share placement plan (SPP) currently on offer to shareholders. This has been classified as Other Contributed Equity and will be reclassified as Issued Capital once the shares have been issued.

(f) Terms and conditions of quoted and unquoted options:

Unquoted options:

The 21,250,000 unquoted options entitled the holder to subscribe for 1 fully paid share in the Company for each option exercised. The conditions attached at the time of the issue of each of the options specify the exercise price (which has been clarified as a price per share subscribed), the vesting period and the expiry date.

(g) Capital management:

Management controls the capital of the Company in order to maintain a reasonable debt to equity ratio, provide the shareholders with adequate returns and ensure that the Company can fund its operations and continue as a going concern.

The Company currently has no debt funding available or external capital requirement. The Company’s capital includes ordinary share capital share options and reserves. The financial liabilities are supported by financial assets.

Management effectively manages the Company capital by assessing the Company’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of share issues. The Company strategy remains unchanged from prior year.

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17. SHARE-BASED PAYMENTS The following share-based payment arrangements existed during the financial year ended 30 June 2015:

On 2 December 2011, 22,250,000 share options were granted to directors and consultants or their associates as approved by shareholders at the annual general meeting held on 24 November 2011. The options held no voting or dividend rights and were not transferable.

These options lapsed on 1 December 2014 without being exercised.

The following share-based payment arrangements were in existence during the period:

Options series Number Grant date

Expiry date

Exercise price

(cents)

Fair value at grant date

(cents) (1) 2 December 2011 22,250,000 02/12/11 01/12/14 5.0 1.57

The weighted average fair value of the share options granted during the financial year is $Nil (2013: $Nil). Options were priced using the Black Scholes option pricing model. Expected volatility is based on the historical share price volatility.

2015 2014 $ $ 16. RESERVES Available-for-sale investments revaluation reserve Balance at beginning of year 43,803 - Unrealised gain to fair value - 43,803 Adjustment on sale of investment (43,803) -

Balance at end of year - 43,803

Changes in the fair value of investments classified as available-for-sale financial assets are taken to the available-for-sale investments revaluation reserve. Amounts are recognised in profit and loss when the associated assets are sold or impaired.

Share-based payment reserve Balance at beginning of year 349,325 349,325 Share based expenses - - Expiry of options (349,325)

Balance at end of year - 349,325

The fair value of equity settled share-based payments to consultants and directors or their associates are recognised in the Statement of Profit or Loss and other Comprehensive Income on a straight line method over their vesting periods (refer to Note 17).

Total reserves - 393,128

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17. SHARE-BASED PAYMENTS (CONTINUED)

Inputs into the model Options Series (1)

Grant date share price cents 2.5 Exercise price cents 5.0 Expected volatility % 122.4 Option life months 36 Dividend yield % Nil Risk-free interest rate % 4.75

The following reconciles the outstanding share options on issue at the beginning and end of the financial year:

2015 2014 Number of

options (underlying securities)

Weighted average exercise price $

Number of options

Weighted average exercise price $

Balance at beginning of year 21,250,000 0.05 21,250,000 0.05 Granted during the year - - - - Lapsed during the year (21,250,000) 0.05 - -

Balance at end of year - - 21,250,000 0.05

Exercisable at end of year - - 21,250,000 0.05

(i) Exercised

No share options granted as remuneration were exercised during the year (2014: Nil).

(ii) Recognition of share based payments expense The total value of options included in remuneration for the year is calculated in accordance with Accounting Standard AASB 2 Share-based Payment. The standard requires the value of the options to be determined at grant date and to be recognised as an expense in the profit or loss over the vesting period.

2015 2014 18. REMUNERATION OF AUDITORS $ $ Amounts received or due and receivable by the auditors for: - the review and the audit of the financial report 43,000 43,000

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19. ECONOMIC DEPENDENCY The Company's principal activities during the year were mineral exploration and investment. Other than interest derived from funds on deposit and dividends and capital growth from its investments, the Company does not derive income from any trading activity and is dependent upon the support of shareholders and the market to finance its on-going exploration program.

20. CONTINGENT LIABILITIES The Company exploration activities were subject to environmental regulations under the Laws of the Commonwealth and States in Australia. At the beginning of the financial year, the company held rehabilitation bonds for a value of $20,000 (2014: $20,000) which were lodged over certain leases held by the Company in favour of the Victorian Department of Industry and Resources.

The Company had successfully had these bonds refunded during the financial year and the Company does not consider there to be any liability related to past exploration activities at the date of this report.

No other financial assets of the Company have been pledged as collateral or security for any of the Company’s liabilities.

Otherwise the directors are not aware of any potential liabilities or claims against the Company as at the date to which these financial statements are made up.

21. RELATED PARTY TRANSACTIONS Transactions between related parties are on normal commercial terms and conditions unless otherwise stated. Complete details of the remuneration of directors and key management personnel is set out in the Remuneration Report which forms part of the accompanying Directors’ Report.

The totals of remuneration paid to key management personnel of the Company during the year are as follows:

2015 2014 $ $ Short–term employee benefits 186,251 331,476 Post-employment benefits 114,916 27,332 Consulting fees 27,075 -

328,242 358,808

Details of shares and options held by key management personnel are included in the Remuneration Report set out in the accompanying directors’ report.

Key management personnel related entity transactions Mr J. Landerer, CBE AM, a former director, is the senior partner of Landerer & Company. Landerer & Company act as solicitors to the Company. No services were provided during the year (2014: $7,895).

In the period, the Company sold a motor vehicle to Mr J.M.E. Percival at market value.

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21. RELATED PARTY TRANSACTIONS (CONTINUED) The Company employs Ms J. Gregan, spouse of Mr J.M.E. Percival. Ms Gregan's employment agreement is in accordance with normal market terms and conditions.

Mr P. Ashcroft, a director of Penna (S&I) Pty Ltd, provided company secretarial and consulting services to the Company. Charges for services provided during the year amounted to $27,075 (2014: nil).

22. STATEMENT OF CASH FLOWS

(a) Reconciliation of cash: For the purposes of the statement of cash flows, cash includes:

(i) cash on hand and at bank, cash on deposit, net of outstanding bank overdrafts; and

(ii) investments in money market instruments with 30 days or less to maturity.

Cash as at the end of the year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

2015 2014 $ $ Cash on hand 700 700 Cash at bank 102,908 38,567 Deposits at call - 29,337

103,608 68,604

(b) Reconciliation statement: A reconciliation of “net cash used in operating activities” to “loss after income tax” is as follows: Loss after income tax (4,580,445) (1,187,513) Add/(less) Depreciation 3,698 5,974 Loss on disposal of property, plant & equipment 8,289 13,269 Write-off of capitalised exploration expenditure 3,689,199 32,855 Net (gain)/loss on sale of financial assets 21,451 (41,631) Gain on sale of equipment (3,626) - Changes in assets and liabilities: (Increase)/decrease in receivables 9,215 13,826 (Increase)/decrease in prepayments # 1,961 (1,236) Increase/(decrease) in provisions # - (958) Increase/(decrease) in trade creditors and accruals# 393,200 123,573

Net cash used in by operating activities (457,058) (505,619)

# Amounts reported are net of exploration expenditure.

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22. STATEMENT OF CASH FLOWS (CONTINUED)

The Company does not have any formal loan facilities in place at the date of these financial statements.

2015 2014 $ $ 23. EARNINGS PER SHARE

The following reflects the income and share data used in the calculations of basic and diluted earnings per share (EPS):

Basic loss cents per share (0.59) (0.17) Diluted loss cents per share (0.59) (0.17)

Weighted average number of ordinary shares outstanding during the year used to calculated basic EPS

780,636,441 693,638,652

Weighted average number of ordinary shares outstanding during the year used to calculated diluted EPS 780,636,441 693,638,652

Loss from continuing operations used to calculated basic EPS and diluted EPS (4,580,445) (1,187,513)

There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements.

24. SEGMENT INFORMATION

Description of segments Operating segments are identified on the basis of internal reports about the components of the Company that are regularly reviewed by the Chief Operating Decision Makers in order to allocate resources to the segment and to assess its performance. The Board of Directors reviews the Company as a whole in the business segment of phosphate and mineral exploration. • Minerals exploration Australia – Queensland

This segment covers all exploration investment and expenditure incurred in Queensland, which includes: Mary Kathleen JV: The Company currently holds a 20% interest in the Mary Kathleen JV. Duck Creek: The Company sold its interest in this project to QMC during the financial year ended 30 June 2014, in prior year the Company held 100% in this project which was being diluted to 30%. Mt Frosty: The Company is currently earning 15% interest by contributing its share of the Mt Frosty JV. These projects are to be disposed of subject to shareholder approval.

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24. SEGMENT INFORMATION (CONTINUED) • Minerals exploration Australia – Other

All other minerals exploration projects and joint venture projects have been grouped within this segment.

• Investments During the 2015 financial year, the Company held equity investments in Musgrave Minerals Limited (listed shares and options – mostly restricted securities). All shares have been sold by 30 June 2015. The Company currently holds shares in Morning Star Gold NL (MCO), which last traded at 11 cents. However the shares were suspended from quotation on ASX as at 31 December 2012. Accordingly the directors have fully impaired this investment.

Mineral exploration Australia

Investments Total Queensland Other 2015 Revenue 3,626 - - 3,626 Expenses (3,689,199) - (21,451) (3,710,650) Segment operating profit/(loss) (3,685,573) - (21,451) 3,707,024 Assets - - - -

2014 Revenue - - 41,631 41,631 Loss on sale of exploration interest (536,222) - - (536,222) Impairment expenses (1,133) (31,722) - (32,855) Segment operating profit/(loss) (537,355) (31,722) 41,631 (527,446) Assets 3,740,565 - 357,567 4,098,132

No Segment liabilities are disclosed because there is no measure of segment liabilities regularly reported to the chief operating decision maker.

The total presented for the Company’s operating segments reconcile to the key financial figures as presented in its financial statement as follows:

2015 2014 $ $

Revenues Total reportable segment revenue 3,626 41,631 Other revenue 5,582 7,467

Company Revenue 9,208 49,098

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24. SEGMENT INFORMATION (CONTINUED)

2015 2014 $ $ Profit or loss Total reportable segment operating loss (3,707,024) (527,446) Other revenue not allocated 5,582 7,467 Other expenses not allocated (879,003) (667,534)

Company loss before tax (4,580,445) (1,187,513)

Assets Total reportable segment assets - 4,098,132 Other assets 130,578 135,231

Company assets 130,578 4,233,363

Unallocated other income consist of interest income on deposit and unallocated expenses consist of administration and corporate overheads of running the Company during the year, the Other assets are consisting of unallocated cash and cash equivalent, property, plant and equipment and other assets not allocated to any of the other segment assets.

25. FRANKING CREDITS

The amount of the franking credits available for subsequent reporting periods are:

84,279

84,279

26. CONTROLLED ENTITIES Country of Percentage Percentage

incorporation owned owned Parent entity: 2015 2014 Goldsearch Limited Australia - - Controlled entities: Caytale Pty Limited (i) Australia 100% 100% Chiljill Pty Limited (i) Australia 100% 100% Miltonpak Pty Limited (i) Australia 100% 100%

(i) The above subsidiary companies have no activities other than as holders of exploration rights on certain tenements in prior years. The Company is still considering the fate of these dormant subsidiaries.

The financial statement cover Goldsearch Limited as an individual entity, separate consolidated accounts of the consolidated entity formed by the Company and these wholly owned subsidiaries listed above have not been prepared on the grounds of immateriality.

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27. FINANCIAL RISK MANAGEMENT

Financial risk management policies

The Company’s financial instruments consist mainly of current accounts with banks, accounts receivable and payable and investments in listed and unlisted companies.

i. Treasury risk management

Management considers on a regular basis the financial risk exposures and evaluates treasury management strategies in the context of the most recent economic conditions and forecasts.

The overall risk management strategy seeks to meet the Company’s financial targets, whilst minimising potential adverse effects on financial performance.

Management operates under policies approved by the board of directors which approves and reviews risk management policies on a regular basis. These include future cash flow requirements.

ii. Financial risk exposures and management

The main risks the Company is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk.

(a) Market risk The Company is subject to the normal economic factors including volatility of stock market

prices and interest rates, both of which impact upon the availability of equity and debt capital respectively and the ability to realise listed investments if and when required.

(b) Foreign currency risk exposure At reporting date, the Company was not exposed to any currency exchange risk through

primary financial assets or liabilities.

(c) Interest rate risk exposure

The Company is exposed to interest rate risk through cash and deposits held. The Company continually monitors interest rates and financial markets for the Company’s cash on deposit and regularly reviews future cash flow requirements. The following table summarises the interest rate risk for the Company, together with the effective weighted average interest rate for each class of financial assets and liabilities.

Floating Fixed interest maturing in

Non - interest bearing

Note interest

rate 1 year or

less over 1 to 5 years

1 year or less

over 1 to 5 years Total

2015 $ $ $ $ $ $ Financial assets Cash 22 103,608 - - - - 103,608 Net exposure to cashflow interest rate risk 103,608 - - - - 103,608

Weighted average interest rate 1.1% - - - - -

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27. FINANCIAL RISK MANAGEMENT (CONTINUED) ii. Financial risk exposures and management (continued)

Floating Fixed interest maturing

in Non - interest

bearing

Note interest

rate 1 year or

less over 1 to 5 years

1 year or less

over 1 to 5

years Total 2014 $ $ $ $ $ $ Financial assets Cash 22 39,266 29,337 - - - 68,604

Net exposure to cashflow interest rate risk 39,266 29,337 - - - 68,604

Weighted average interest rate 3.95% 3.64% - - - -

(d) Credit risk exposure The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets is the carrying amount, net of any provision for impaired receivables, as disclosed in the statement of financial position and notes to the financial statements.

The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company.

Receivables due from major debtors are not normally secured by collateral, however the credit worthiness of debtors is monitored.

(e) Liquidity risk

The Company manages liquidity risk by monitoring forecast cash flows to ensure that adequate funding is maintained. The Company’s financial liabilities consist of trade and other payables in the normal course of business and as such are normally due for payment within 30 days of receipt of a valid tax invoice. The Company does not have any liquidity risk associated with any borrowing.

(f) Price risk The Company is not presently exposed to commodity price risk other than the commercial feasibility of various exploration and evaluation activities is sensitive to the expected pricing of the relevant resource, and the continuing volatility of stock markets which affect the unrealised fair value of the listed investments which are held as ‘available-for-sale financial assets’. The Company currently holds these as long term investments.

The Company continually monitors the financial markets in relation to its holding of listed investments. The Company will only dispose of its investments when it believes that it is in the best interests for shareholders of the Company or when the liquidity of the Company requires it to realise the fair value of one or more of the Company’s listed investments.

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27. FINANCIAL RISK MANAGEMENT (CONTINUED) (g) Interest rate risk

It is Company policy to assess cash flow requirements and prevailing interest rates at the time of deciding the mixture of debt funding and either prevailing fixed and floating interest rate.

Interest rate risk on cash and short term deposits is not considered to be a material risk due to the short term nature of these financial instruments.

As at the reporting date a variance of +/- 100 basis points would have affected the group’s after-tax loss and equity by +/- $861 (2014: +/- $6,204 ).

iii. Net fair values of financial assets and liabilities

(i) The net fair values of cash and cash equivalents and non-interest bearing monetary financial assets and liabilities approximate their carrying values as disclosed in the statement of financial position and the notes to the financial statements.

(ii) Listed investments have been valued at the quoted market bid price at the date of the statement of financial position (level 1). For unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment (level 2). (Refer to Note 9).

2015 Level 1 Level 2 Total Financial assets: $ $ $ Available-for-sale financial assets: - Listed investment - - - - Unlisted investments - - - Total - - - 2014 Financial assets: Available-for-sale financial assets: - Listed investment 356,682 - 356,682 - Unlisted investments - 885 885 Total 356,682 885 357,567

iv. Sensitivity analysis The Company has performed a sensitivity analysis relating to its exposure to price risk at reporting date, as detailed in the following table. The directors are of the opinion that a sensitivity analysis on all other above-mentioned risks will not show any material impacts on the Company’s financial instruments. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in this risk.

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27. FINANCIAL RISK MANAGEMENT (CONTINUED) iv. Sensitivity analysis(continued)

Share market price sensitivity analysis

The following tables show the effect on profit and equity as a result of changes in the market price of listed investments, with all other variables remaining constant would be as follows:

2015 2014 Change in profit $ $ – Increase in share price by 5% - - – Decrease in share price by 5% - - Change in equity – Increase in share price by 5% - 17,834 – Decrease in share price by 5% - (17,834)

28. REHABILITATION COSTS

No known commitments for rehabilitation costs exist as at the date of preparation of these financial statements. (Refer to Note 20).

29. EVENTS SUBSEQUENT TO REPORTING DATE

On 23 July 2015, Mr Peter Ashcroft resigned as director and company secretary of Goldsearch Limited.

Mr Ben Callanan was appointed as a non-executive director on 23 July 2015.

Mr John Percival was appointed as company secretary on 23 July 2015.

On 12 August 2015, Mr Percival resigned and Mrs Elissa Hansen was appointed as company secretary.

Shareholders approved at a special general meeting held on 16 July 2015 the consolidation of the Company’s issued share capital on a 250 for 1 basis.

At the same special general meeting, shareholders approved the placement for 6,666,667 shares on a post-consolidation basis at 7.5 cents per share to raise $500,000 before costs.

No other matters or circumstances have arisen since 30 June 2015 that have significantly affected or may significantly affect:

• The Company’s operations in future years; • The results of those operations in future years; or • The Company’s state of affairs in future years.

30. COMPANY DETAILS The registered office of the Company is: c/- Traverse Accountants, Suite 305, Level 3, 35 Lime Street, Sydney NSW 2000. The principal place of business of the Company is: Level 4, 20 Loftus Street, Sydney NSW 2000.

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DIRECTORS’ DECLARATION

The directors of Goldsearch Limited declare that:

1. The financial statements and associated notes for the financial year ended 30 June 2015:

(a) are in accordance with the Corporations Act 2001;

(b) comply with Accounting Standards and the Corporations Regulations 2001; and

(c) the financial report also complies with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) as disclosed in Note 1; and

(d) give a true and fair view of the financial position of the Company as at 30 June 2015 and the performance of the Company for the financial year then ended.

2. The chief executive officer/chief financial officer has declared that:

(a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

(b) the financial statements and notes for the financial year comply with Accounting Standards; and

(c) the financial statements and notes for the financial year give a true and fair view.

3. In the opinion of the directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

John Percival On Behalf of the board of Directors Director


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Sydney NSW 2000

Correspondence to:

Locked Bag Q800

QVB Post Office

Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]


Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the

context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm

is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and

are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its

Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

Page 54


Sydney NSW 2000

Correspondence to:

Locked Bag Q800

QVB Post Office

Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]


Independent Auditor’s Report

To the Members of Goldsearch Limited

Report on the financial report

We have audited the accompanying financial report of Goldsearch Limited (the

“Company”), which comprises the statement of financial position as at 30 June 2015, the

statement of profit or loss and other comprehensive income, statement of changes in equity

and statement of cash flows for the year then ended, notes comprising a summary of

significant accounting policies and other explanatory information and the directors’

declaration of the company.

Directors’ responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report

that gives a true and fair view in accordance with Australian Accounting Standards and the

Corporations Act 2001. The Directors’ responsibility also includes such internal control as

the Directors determine is necessary to enable the preparation of the financial report that

gives a true and fair view and is free from material misstatement, whether due to fraud or

error. The Directors also state, in the notes to the financial report, in accordance with

Accounting Standard AASB 101 Presentation of Financial Statements, the financial

statements comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We

conducted our audit in accordance with Australian Auditing Standards. Those standards

require us to comply with relevant ethical requirements relating to audit engagements and

plan and perform the audit to obtain reasonable assurance whether the financial report is

free from material misstatement.

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An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial report. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material misstatement of the financial

report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the

Company’s preparation of the financial report that gives a true and fair view in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control. An audit

also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by the Directors, as well as evaluating the

overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the

Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Goldsearch Limited is in accordance with the Corporations Act

2001, including:

i giving a true and fair view of the Company’s financial position as at 30 June

2015 and of its performance for the year ended on that date; and

ii complying with Australian Accounting Standards and the Corporations

Regulations 2001; and

b the financial report also complies with International Financial Reporting Standards as

disclosed in the notes to the financial statements.

Material uncertainty regarding Going Concern

Without qualification to the audit opinion expressed above, we draw attention to Note 1 to

the financial report which indicate that the Company incurred a loss of $4,580,445 during

the year ended 30 June 2015 and net cash outflows from operating activities of $457,058.

These conditions, along with other matters as set forth in Note 1, indicate the existence of a

material uncertainty which may cast significant doubt about the Company’s ability to

continue as a going concern and therefore, the Company may be unable to realise its assets

and discharge its liabilities in the normal course of business, and at the amounts stated in the

financial report.

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Report on the remuneration report

We have audited the remuneration report included in pages 6 to 11 of the directors’ report

for the year ended 30 June 2015. The Directors of the Company are responsible for the

preparation and presentation of the remuneration report in accordance with section 300A of

the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration

report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s opinion on the remuneration report

In our opinion, the remuneration report of Goldsearch Limited for the year ended 30 June

2015, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

A G Rigele

Partner - Audit & Assurance


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Page 57

Shareholder Information

SPREAD OF SHAREHOLDERS At 11 August 2015, there were 2,472 holders of Shares. The shareholders were entitles to one vote for each Share held. Number of shares shown below are post a share consolidation on a 250 for 1 basis, as approved by shareholders at the special general meeting held on 16 July 2015. Spread of Holdings No of Holders No of Units % of Total Issued

Capital 1 – 1,000 2,158 344,672 10.534 1,001 – 5,000 220 514,098 15.712 5,001 – 10,000 54 397,584 12.151 10,001 – 100,000 35 881,388 26.938 100,001 and over 5 1,134,167 34.664

Total 2,472 3,271,909 100.000

There were 2,380 shareholders holding less than a marketable parcel of 5,264 shares as at 11 August 2015. SUBSTANTIAL SHAREHOLDERS The Company’s register of substantial shareholders recorded the information as at 11 August 2015. Top 20 Holdings as at 11 August 2015 Holder Name Balance at

11 August 2015

%

FORSYTH BARR CUSTODIANS LTD 472,405 14.438 ERIC GOLF PTY LTD 240,000 7.335 WINGETT NOMINEES PTY LIMITED 200,000 6.113 JAYARE NOMINEES PTY LIMITED 118,770 3.630 BELMARK INVESTMENTS PTY LTD 102,992 3.148 MR SIMON JAMES SINGER & 88,800 2.714 DOPPELGANGER PTY LTD 67,986 2.078 LEMUEL INVESTMENTS LIMITED 44,316 1.354 MR JOSEPH IGNATIUS D'SOUZA 41,560 1.270 AMALGAMATED DAIRIES 40,000 1.223

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EG ENTERPRISES PTY LTD 40,000 1.223 HIPETE PTY LTD 40,000 1.223 C H ADMINISTRATION PTY LTD 37,092 1.134 KARARI AUSTRALIA PTY LTD 32,000 0.978 KARMA SIKKIM PTY LTD 28,800 0.880 MRS CHRISTINE COLLINS 27,580 0.843 MR HANIF MIAH 26,000 0.795 TANKAHUS PTY LTD 23,200 0.709 MR PHILLIP NOEL HARRIS & 22,000 0.672 PRINCE GROUP PTY LTD 21,210 0.648

TOTAL 1,714,711 52.408 OPTIONS No options were on issue at the date of this report.

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SEE REVIEW OF OPERATIONS FOR OUR NEW DIRECTION }

ABN 73 006 645 754 . ACN 006 645 754 Level 4, 20 Loftus Street Sydney NSW 2000 Australia

Phone + 61 2 9241 5999 . Fax + 61 2 9241 5599 . Email [email protected]

ANNUAL REPORT . 2015

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