Indonesian Manganese Alloy DeveloperPresent Value of US$160 million and a Return On Investment of...

GULF MANGANESE CORPORATION LIMITED

Indonesian Manganese Alloy Developer

CONCISE ANNUAL REPORT 2015

Corporate Directory 1

Deputy Chairman’s Letter 2

About Gulf Manganese 3

Directors and Management 4

Vale to our friend 7

Review of Operations Report 8

Technology 12

Tangible Benefits to Indonesia 13

Corporate 14

Our Community Social Responsibility 16

Our Health and Safety Responsibility 17

Our Environmental Responsibility 18

Our Corporate Governance Responsibility 19

About Manganese 24

Indonesia – A Snapshot 25

Financial Report 2015 27

Photos appearing in this Annual Report may not be company assets and are displayed as examples.

The financial statements and disclosures included in this 2015

Concise Annual Report have been taken from the 2015 full Annual

Report of Gulf Manganese Corporation Limited. The information

contained in the Concise Annual Report is consistent with the entity's

full financial report and reported in Australian dollars.

The Concise Annual Report does not, and cannot be expected to,

provide a full understanding of the financial position of the company as

can the full financial report. A copy of the 2015 Full Financial Annual

Report is available for shareholders free of charge upon request. The

Full Financial Annual Report is also posted on the company's website

at www.gulfmanganese.com


www.gulfmanganese.com

Table of Contents

Corporate Directory

Company Vision

Produce a high quality

cost-effective alloy thereby

creating shareholder wealth.


Board of Directors

Peter Williams - D

Michael Walters - Non executive Marketing Director

Paul O’Shaughnessy - Non executive Metallurgical Director

Leonard Math - Company Secretary

Management

Michael Kiernan - Chairman - PT Gulf Mangan Grup

Kevin Parker - Technical Director

Helen Halliday - Commercial Manager

Jacques Beylefeld - Metallurgical Engineer

Advisors

Dr Herry Kotta - Environmental Advisor

John Parker - Metallurgical Advisor

Benny Sain - Engineering Advisor

Beny Roboh - Community Advisor

Ronald Taopan - Health and Safety Advisor

Registered Office

78 Mill Point Road South Perth, WA 6151

Telephone: +61 8 9367 9228

Facsimile: +61 8 9367 9229


Postal Address

PO Box 884 South Perth, Western Australia 6951

Legal Advisors

Christian Teo Purwono (Indonesia)

Lemonis Tantiprasut Lawyers (Australia)

Steinepries Paganin (Australia)

Bankers

ANZ Banking Group

PT ANZ Indonesia

eputy Chairman

Australian Securities Exchange

ASX Code : GMC

Share Registry

Automic Registry Services

Auditors

Somes Cooke

Corporate Advisors

GDA Corporate

Geological Advisors

SRK Geological Consulting (Indonesia)

Project Managers Como Engineering (Australia)

Structural Engineers

PT Timeserve (Indonesia)

Power Engineers

PT Hatch (Indonesia)

Pyrometallurgical Engineers

Xram Technologies (South Africa)

Industry Associations

Indonesian Chamber of Commerce

Indonesian Smelter Processing Association

Australian Indonesian Business Council

Indonesia Institute

Investor Relations

Bourse Communications

1 CONCISE ANNUAL REPORT 2015

Flagship project

starts to take shape

Dear Shareholder,

On behalf of the Board, I am delighted to outline the exciting In turn, we are committed to improving the communities we

achievements Gulf has made as our flagship project rapidly operate in and have advanced our health, education, well-

starts to take shape. being and sustainability programs.

Gulf is establishing a premium quality ferromanganese alloy We have achieved further significant milestones post the

smelting and marketing enterprise in West Timor, Indonesia. reporting period – Gulf's subsidiary PT Gulf Mangan Grup,

which will operate the Timor project, was granted its Importantly, our Timor Smelter Study demonstrates the Principle Licence for Foreign Investment so we can proceed project has a potential EBITDA of US$375 million, Net with certainty.Present Value of US$160 million and a Return On

Investment of 56%. Also Gulf's work towards its innovative modular pilot plant

has been rewarded with a Research and Development Our development fortuitously coincides with Indonesia AusIndustry tax refund in September this year. streamlining approvals for foreign investment in January, and

we have since reached agreements on land and power. The company is planning a new share issue which gives you

the opportunity, should you wish, to acquire additional During the year, our corporate governance was strengthened equity in the lead-up to a Singapore listing and project and name changed from Gulf Minerals Corporation to Gulf development.Manganese Corporation, to better identify the company as it

prepares for listing our subsidiary on the Catalist Board of the On a sombre note, Gulf's Executive Chairman Graham

Singapore Exchange. Anderson passed away suddenly in July this year. We deeply

miss his expertise and good humour and will continue to Listing will capitalise on keen international investor interest work to realise the project he helped develop.and fund the first stage of the US$66 million 5-year capital

expenditure program. I would like to thank shareholders for your support and look

forward to your continued involvement as our exciting project I am pleased to report that Gulf will benefit from favourable progresses.cost structures and financial incentives offered by Indonesia

to the value-adding sector.Peter Williams

Deputy Chairman


2CONCISE ANNUAL REPORT 2015

Deputy Chairman’s Letter

About Gulf Manganese

Overview

The project will be funded by a US$15 million IPO on the Gulf Manganese Corporation is an Australian registered Catalist Board of the Singapore Exchange, modest project company (ACN 059 954 317) listed on the Australian debt and operational cashflow. Securities Exchange (ASX: GMC) with its head office in Perth,

Western Australia.Incentives

The company is rapidly progressing its plans to develop an The Indonesian Government strongly encourages ore value ASEAN (Association of South East Asian Nations) focused adding, to enrich the country's mineral endowment and manganese alloy producer. enhance the economy. Therefore Gulf's alloying project will

benefit from the Indonesian Government's Financial Smelter Highlights

Incentives Program resulting in tax exemptions including a Its 8-furnace smelter facility in Timor will take advantage of 10-year tax holiday.the low cost, high-grade Indonesian ore, modest operating

Gulf is committed to supporting and developing the costs and anticipated growing demand for high carbon Indonesian community it will operate in and has designed a ferromanganese alloy. The capital cost of the project is suite of programs to help improve health, education, US$66 million and it will be built in stages over 5 years.employment, welfare and economic sustainability.

The financial analysis of the Timor Smelter Project reveals a

potential EBITDA of US$374.7 million over 10 years, an

estimated Net Present Value of US$160.6 million using an

8% discount factor and an internal rate of return of 55.6%.



Site expansion adding

on modules to take advantage

of low cost high-grade ore

SECOND FURNACE MODULE

FURNACE MODULES 3 & 4

FEED STORAGE AREA

FIRSTFURNACE MODULE

AIR GENERATIONCOOLING TOWERS

COOLING TOWERS

FEED MEASURING

PLANT FEED

OFF GAS HANDLING

SECOND OFF GAS HANDLING

THIRD STAGE OFF GAS HANDLING

Directors & Management

Board

Graham Anderson Executive Chairman

Graham held a Bachelor of Business and was a Chartered Accountant with more than 25 years

experience in commercial and corporate dealings with national chartered accounting firms in auditing

and independent expert reports. He had extensive experience and knowledge of the ASX listing rules and

the Corporations Act. Graham sadly passed away suddenly in July 2015.

Peter Williams Deputy Chairman

Peter holds a PhD in structural geology and has a wide range of exploration experience in regional

structural geology, particularly within Asia. Before retiring, he was Managing Director of SRK Australia,

one of the country's largest specialist geological consulting groups.

Michael Walters Non-Executive Marketing Director

Michael is an engineer with 30 years' experience in the resources industry. Previously he worked with

Billiton, Western Mining and Consolidated Minerals where he was part of the team that built CSM into

the world's 4th largest high-grade manganese supplier. He is principal of his own mineral ore

marketing business.

Paul O'Shaughnessy Non-Executive Metallurgical Director

Paul is a metallurgical engineer with some 40 years of industry experience which includes smelting

operations producing both bulk and specialty manganese alloys. He is a graduate from the Royal School of

Mines, Imperial College, University of London with a Bachelor of Science Metallurgy with Honours. Paul

now operates his own consulting business which includes advising on the manufacturing of ferro alloys.



Strong focus by the Board

achieves significant milestones

Michael Kiernan Chairman, PT Gulf Mangan Grup

Michael has spent 40 years in the mining and transport industries, most notably in the discovery,

development and operations of manganese and iron ore. He holds a Bachelor of Business and previously

built a resources group to become one of the ASX 200 resource companies.

Management

Kevin Parker Technical Director, PT Gulf Mangan Grup

Kevin has spent 35 years working in Indonesia and is fluent in Bahasa Indonesia. He has acted in

various capacities in technical, mechanical and electrical engineering in areas of mining, expediting and

purchasing. Recently he is developing an alternative energy industry based on Jatropha seeds to

produce an environmentally sound biodiesel. Kevin has had extensive dealings with various

Government Departments.

Leonard Math Chief Financial Officer and Company Secretary

Leonard graduated from Edith Cowan University (Western Australia) with a Bachelor of Business

majoring in Accounting and Information Systems and is a member of the Institute of Chartered

Accountants. He worked with Deloitte as an auditor and has public company experience in ASX and

ASIC compliance and statutory financial reporting.

Helen Halliday Commercial Manager

Helen previously worked for an investment banking group specialising in venture capital, corporate

advisory and funds management and has a diploma of Financial Markets with the Securities Institute

Australia. Her previous role as Administration Manager also included assisting company secretarial

requirements in dealing with the ASX and ASIC, together with control of documents covering a financial

services licence.

Jacques Beylefeld Pyrometrical Engineer, PT Gulf Mangan Grup

Jacques is a metallurgical engineer with over 25 years' experience in the extractive pyrometallurgical

environment and holds a Bachelor Engineering and Post Graduate Honours from the University of

Pretoria. His expertise in the ferroalloy industry includes feasibility, due diligence studies, technology

equipment design, project execution, plant commissioning and operating.



Dr Herry Kotta Environmental Advisor, PT Gulf Mangan Grup

Herry is an Environmental Engineer with a Ph.D in Geology from the Gadjah Mada University,

Jogjakarta and is currently a Lecturer at the Nusa Cendana University, Kupang. He has compiled

more than 40 Environmental Impact Assessment reports for manganese mining in Timor, Sabu and

Flores Islands.

Advisors

John Parker Pyrometrical Advisor, PT Gulf Mangan Grup

John is a Chemical Engineer with a Bachelor of Science from the University of Cape Town, South Africa

and has worked in the metallurgical industry for 30 years. His skills are in the practical application of

process technology across minerals processing, pyrometallurgy and hydrometallurgy. Until recently he

was Managing Director for SNC-Lavalin South Africa and now operates his own metallurgical

consulting group.

Benny Sain Engineering Advisor, PT Gulf Mangan Grup

Benny is a civil engineer having graduated from the Institute of Technology Surabaya and has many

years experience advising civil and construction contractors ensuring and monitoring civil works are

carried out in accordance with government regulations and requirements.

Beny Roboh Community Advisor, PT Gulf Mangan Grup

Beny is a Social Worker having graduated from the Nusa Cendana and Widya Mandira Universities

Kupang, specialising in Education Management and Administration. Amongst other roles he spent 9

years with PLAN Indonesia focusing on Child Rights to end poverty and 10 years with UINICEF focusing

on community welfare.

Ronald Taopan Health and Safety Advisor, PT Gulf Mangan Grup

Ronald is a qualified Health and Safety manager having graduated from the University of Yogyakarta

with an Economics Bachelor's Degree. He currently is a Senior Project Officer from PLAN International

Indonesia and previously held Safety, Health and Environment management roles with various groups

including a manganese mining group.



Friend, colleague, Chairman Graham Anderson brought great warmth as well as wisdom to his role

at the helm of Gulf Manganese.

He held a Bachelor of Business and was a Chartered Accountant with more than 25 years

experience in commercial and corporate dealings.

He held director positions on a number of ASX-listed companies and was also non-executive

chairman of Kangaroo Resources, Oakajee Corporation and Pegasus Metals.

His career began in 1983 with Ernst & Young before moving to the national chartered accounting

firms of Duesburys and Horwath as a Partner.

In 1999, Graham founded his own West Perth-based specialist corporate advisory, accounting and

consulting firm, which operates as GDA Corporate.

He had extensive knowledge of the ASX Listing Rules and expertise in corporate compliance and

shareholder relations.

Graham's corporate governance acumen was instrumental in establishing Gulf's new, stronger

corporate procedures as the company prepares to list its subsidiary on the Singapore Exchange's

Catalist Board.

He was well regarded both professionally and personally, considered a gentleman and widely liked

for his welcoming personality.

Away from the office, Graham enjoyed a good round of golf and was a respected member of the

Royal Fremantle Golf Club.

He died suddenly at home on July 19 from a cardiac arrest, aged 52.

Members of the Perth business community were quick to express their sympathy on his passing and

acknowledge the value of his advice and support.

Gulf has expressed its deepest sympathy to Graham's family.

He gave highly-valued, erudite and supportive guidance to Gulf's board and management and his

happy disposition is greatly missed.

Vale to our friend

Graham AndersonGulf Chairman

17 December 1962 - 19 July 2015


Key agreements

reached

during the year

Overview

Gulf is working to develop a ferromanganese smelting and Gulf also appointed experienced project managers to handle

sales business to produce high carbon ferromanganese alloy environmental works, construction and project engineering.

in West Timor, Indonesia.The company commissioned an independent report by SRK

The planned smelter facility at Kupang will comprise 8 Consulting Indonesia to establish the quantity of local high-

furnaces built in stages over 5 years, to take advantage of grade manganese ore available for the smelter.

Timor's high-grade, low-cost, low impurity manganese ore, Gulf has designed appropriate programs to create tangible to create a premium quality 78% ferromanganese alloy for benefits for the local and broader Indonesian community, to the steel industry.assist with employment, health, education, welfare and

The project will be owned and operated by Gulf's Kupang- sustainability.

based subsidiary PT Gulf Mangan Grup.The company divested its non-core Australian assets and is

Gulf's Timor Smelter Study demonstrates the project has making preparations for listing its subsidiary on the

extremely robust economics, with an estimated modest start Singapore Exchange's Catalist Board, to attract capital for the

up capital of US$66 million over 5 years, an internal rate of alloying smelter project and capitalise on strong overseas

return of 55.6%, and an EBITDA of US$374.5 million over investor interest.

10 years supporting an estimated Net Present Value of

US$160.6 million using an 8% discount factor.

During the year, Gulf struck key agreements securing land

and power for the project.

Alloying process flow sheet.



Review of Operations Report

Local Regent receivesGulf’s smelter plans.

Smelter Project Outline

PowerGulf will develop an ASEAN focused manganese alloy

producer. State-owned electricity company PLN has advised it will

supply power, on a user-pays basis, for the first stage of The company will source local, high-grade (+50%

development while Gulf builds its own coal-fired power manganese), low-impurity manganese ore. At full

station. The “in-house” power station will guarantee cost-production, Gulf will purchase and process 320,000 tonnes

effectiveness and continuous supply, as power input is the of manganese ore per annum, producing 155,000 tonnes of

major cost component of the smelter operation.high carbon premium quality 78% ferromanganese alloy.

Project ManagementThe 8-furnace smelter facility will be built in stages over 5

Gulf has appointed the following specialists for the smelter years with the first production expected late in 2016.project:

The innovative modular design permits a staged ! Como Engineers – Project Managers

development process and eliminates construction risk and - Como is a well-respected Perth-based engineering firm spreads capital requirements over 5 years.

with an office in Jakarta.

Land ! Xram Technologies Pty Ltd – Pyrometallurgical Engineers

Gulf was granted a 53-hectare block of land 12km from the - Xram is a South African specialist smelter group.West Timor capital Kupang to build its ferromanganese

! PT Timeserve (Indonesia) – Structural Engineerssmelter facility.

- An Indonesian group has an international team with The land is covered by a 50-year lease from the local village expertise in engineering, construction, maintenance community and is in the Kupang Regency industrial area, and mining services.8km from the Port of Tenau.

! PT Hatch (Indonesia) – Power Engineers

Environment - Hatch is an engineering, project and construction

management group.Gulf will ensure all of its activities will have minimal effect on

!aspects including air quality, surface and ground water, SRK Consulting Indonesia – Geological Engineering waste disposal, wildlife, vegetation and socio-economic Advisorsfactors and will be within all acceptable levels set by

- SRK is an independent, international consulting Government.

company with offices on 6 continents.


Review of Operations ReportCONTINUED

Submerged Arc Furnace

20,000 tonnes per annum

alloy capacity

Charge FeedElectrodes

Off-gas

AirAir

Slag

Metal Taphole

Charge


Timor Smelter Study

!Gulf released its highly prospective Timor Smelter Study in Proposed IPO listing on Singapore's Catalist Board

June, which demonstrates the robust economics of ! Robust dividend policy with 50% of profits to be

developing its smelting and marketing business to produce distributed

high carbon ferromanganese alloys in Timor.! Benefits to Indonesia through job creation and support for

Gulf's subsidiary PT Gulf Mangan Grup, based in Kupang, community health, education and sustainability programs

will carry out the operations. The study's financial analysis shows the payback period,

The study supports a potential EBITDA of US$374.7 million, including construction cost of two years.

an estimated Net Present Value of US$160.6 million using The comprehensive study also outlines the ore purchasing, an 8% discount factor and an internal rate of return of ore processing, alloy smelting, sales and marketing 55.6%.components, plus the technical processing details, Gulf's

The study's highlights include: commitment to being a responsible corporate citizen, and

the projected increasing demand for manganese.! Potential EBITDA of US$374.7 million over 10 years

! Modest start-up capital investment of US$66 million over Gulf is on track to produce its first manganese alloy in late 5 years 2016. The study provides the projected smelter

development milestones, beginning with land agreements in ! Operating costs at 80% industry average2015, construction starting in early 2016 and

! Government support, fiscal incentives include a 10-year commissioning in December 2016.

Tax Holiday

! The study also outlines further favourable aspects including Board and management's depth of manganese and the lack of competition in ore processing and smelting in Indonesian experienceTimor, a ready labour source, the high-grade ore available

! High quality ore supply (+50% Mn)and the proximity to Indonesian coal and iron ore mines for

! Produce a premium manganese alloy (78% Mn) smelter consumables.

! Established port and infrastructureA full copy of the Timor Smelter Study is on the company's

! Global sales network website www.gulfmanganese.com.




A fully proven FeMn

alloying process

AC Furnace AC Furnace

Crushing & Screening Plant

Crushing & Screening Plant

Fines to Recycle Fines to Recycle

FeMn Alloy

to Slag Buyer to Slag Buyer

Clean Gas Clean Gas

Dust Collected Dust Collected

Baghouse Baghouse

Manganese

Raw Material Bins

Met.Coal Iron Limestone

Off-gas + Dust

Slag Slag

Off-gas + Dust

SolidifiedFeMn

SolidifiedFeMn

SRK Report: Ore Supply

During the reporting period, Gulf commissioned an independent report by SRK Consulting Indonesia to provide a geological

assessment of manganese deposits in Indonesia that could supply the smelter.

Over a 10-year period, Gulf will require some 3.6 million

tonnes of ore in total, allowing for wastage, which is 12% of Gulf proposes to fund the total capital cost of US$66 million

the mining/production value established by SRK, or just 3% for the smelter facility through a US$15 million IPO on the

of the mining/exploration tonnage value.Catalist Board of the Singapore Exchange, modest project

debt and operational cash flow.The report clearly shows that the manganese potential in

West Timor alone will exceed Gulf's smelter production Gulf will list its wholly-owned subsidiary, International

requirements.Manganese Group Ltd (IMG) on the Catalist Board. IMG's

98%-owned subsidiary PT Gulf Mangan Grup, based in These tonnage values did not take into account manganese Kupang, will own and operate the smelter business in Timor.ore from other Indonesian locations such as Romang, Flores,

Rote, Sumbawa, Sulawesi and the Kalimantan islands, nor Gulf will capitalise on strong levels of overseas interest from

the possibility of drawing ore from nearby northern Australia. groups in Singapore, Hong Kong, the Middle East and Korea

to invest in the project.The SRK report also noted the high-grade nature of Timor's

manganese mineralisation.

A full copy of the report is on the company website

www.gulfmanganese.com.

Overseas Listing

Parameter Mine / Production Exploration Total2Total Area of IUPs (m ) 374,000,000 1,140,000,000 1,514,000,000

47

99,437

135

294,226

182

393,695

7,960,000

8,929,288

8,440,000

26,480,311

8,320,000

35,432,550

2,116

29

2,179

85

2,163

114

No. of IUPs Intersecting Formation

Total Productive Strike Length (m)

2Average Area of IUP (m )

3Prospectivity in IUPs (m )

Average Strike Length (m)

Total Tonnage (million tonnes)

Total Tonnage of prospective Mn stratigraphy, West Timor:




3.6 million tonnes

of ore required

over 10 years

leading the way

with innovative

modular plant

Gulf is planning an innovative modular plant approach to The key components in the furnaces are 3 electrode

produce a premium quality high carbon ferromanganese columns, a semi-closed furnace roof and a furnace shell

alloy. designed for structural and thermal loading.

The modular furnace facility is considered a game-changer

because it enables the company to take the production Gulf intends to build a Pilot Plant to evaluate the smelter's facilities, technology and capacity including power supply to unique configuration to cost-effectively manufacture 78% the ore, instead of the reverse, creating considerable savings.ferromanganese alloy in semi-enclosed submerged arc

furnaces.Gulf plans to use semi-closed submerged electric arc

furnaces, which enable high temperatures to release metal The pilot plant would test the technical parameters, from ore to produce alloy in a cost-effective manner.optimum design elements and the ideal smelting

combination recipe of ore, reductants and fluxes.Separation jigs will be used to clean up the ore prior to

smelting.The 6MVA semi-closed modular furnace plans include a

furnace shell, crucible, roof, three Soderberg electrode Each tonne of ferromanganese alloy produced requires columns, furnace transformer, raw materials feed system, 1.873 tonnes of manganese feed, 0.944 tonnes of furnace controller and control instrumentation. metallurgical coal and 0.502 tonnes of limestone.

It is anticipated the pilot plant would produce 15,000 tonnes Ultimately the smelter facility will consist of one 6MVA per annum of premium high carbon ferromanganese alloy for furnace and 7 x 9MVA furnaces, capable of processing the high grade steel construction market.30,000t (6MVA) and 42,500t (9MVA) of ore feed to

produce a total of 155,000t of alloy per annum.

Pilot Plant



Technology

Tangible Benefits to Indonesia

Gulf's vision is to adhere to and exceed Article 33 of the Health for Life Foundation (Yayasan Hidup Sehat)

Indonesian Constitution, which states the country's natural ! There are more than 3 million people in Indonesia resources should be used “to the greatest benefit of the suffering from cataracts, according to Yayasan John people”. Fawcett Indonesia, a foundation that conducts free

cataract surgery for economically disadvantaged people.At full production, Gulf's project will have created 650 direct

! Gulf will fund a program of regular visits to West Timor by jobs and 4,500 indirectly. The company intends to engage a mobile clinic that will test for cataracts, a curable form of local labour as a priority, starting with West Timor then blindness, and carry out operations in various Indonesia and limiting the number of expatriate staff to 6.communities.

Beyond job creation, Gulf intends to contribute significant ! Assist providing fresh running water for villages

improvements to the West Timorese and broader Indonesian

communities, through its Community Social Responsibility 5 Sustainable practicesStar Program (Bahasa: Program 5 Bintang).

! Support artisanal miners and ensure they are operating in

a safe and environmentally acceptable mannerUnder the auspices of this 5 Star Program, Gulf will establish

local foundations (Bahasa: Yayasan) to address specific Sustainable futureareas of need, including Learn for Life and Health for Life.! Introduce aquaculture:

Learn for Life Foundation (Bahasa: Yayasan Mari Belajar) - Help develop an alternate income stream for villages ! Promote early childhood pre-school education when artisanal mining is complete. Introduce

commercial aquaculture, farming Tilapia freshwater ! Provide specialised university scholarshipsfish for global export.



“greatest

benefit to

the people”

Local communityland owners.

Corporate

Gulf has achieved significant milestones in the corporate

sector.In July, long-term board member Victor Wu resigned due to

his ongoing work commitments.The company's Entitlement Rights Issue was fully subscribed

in March, raising $1.34 million from existing and Chief executive officer Bruce Morrin was appointed to the

sophisticated shareholders, as the company prepares its board as Executive Director in July.

application to list its subsidiary on the Singapore Exchange's

Catalist Board.Paul O'Shaughnessy was appointed to the board as Non-

Executive Metallurgical Director in August, bringing 40 years Shareholders also agreed to a name change in May from Gulf

of international manganese industry experience to the Minerals Corporation to Gulf Manganese Corporation. The

company.change reflects Gulf's progression towards becoming an

Indonesian-based manganese alloying enterprise, and better Chief Financial Officer Leonard Math was appointed to the

identifies the company as it prepares the Singapore listing.combined roles of CFO and Company Secretary in January.

Gulf comprehensively reviewed and implemented a With Gulf's business plan to develop the smelter firmly in

complete new set of company procedures, including the place, CEO Bruce Morrin announced his retirement in April.

Consitution, Code of Conduct, Board and committee charters Chairman Graham Anderson assumed the role of executive

and company policies, which can be viewed in full on the chairman in the interim.

company website www.gulfmanganese.com.

Gulf, through its subsidiary, PT Gulf Mangan Grup, has

established an Indonesian head office in the West Timor Gulf successfully divested its key non-core assets in the first capital Kupang as the alloying project gathers pace. half of the financial year, enabling the company to hone its

focus on the Indonesian manganese alloying project.The company has been buoyed by national and international

interest at: In September, the company divested its 51% share of

Northern Territory copper tenement EL-10335 to joint ! November 2014 Shareholder roadshows in Sydney, venture partner Redbank Copper Ltd for $125,000.Melbourne and Adelaide

! December 2014 Mines & Money, London The following month, Gulf divested its 100%-owned

! uranium tenement EL-29898 in the Northern Territory to February 2015 Smelter Summit, Jakartajoint venture partner Laramide Resources, for a total of

! March 2015 M i n i n g I n v e s t m e n t Fo r u m , $125,000.

Singapore; and Mines & Money,

Hong Kong;

! May 2015 Asia Mining Congress, Singapore.

Board

Successful Divestment of Non-Core Assets



Smelter project buoyed

by investor interest

Principle Licence for

Foreign Investment

granted

Developments Since Reporting Date

This project incorporates the design and construction of a Gulf was deeply saddened to advise of the sudden passing of

number of modern major sophisticated equipment its Executive Chairman Graham Anderson in July. The

components into a fully integrated comprehensive modular company will in due course appoint a new chairman.

furnace pilot plant facility. This facility will test and evaluate In October 2015, the company engaged the unique configuration of the manufacturing process, for as CEO Hamish Bohannan, an the production of premium quality manganese alloys which experienced senior mining executive the company intends to produce for the international market.holding an Honours Degree in Mining

In September, Gulf announced its subsidiary PT Gulf Mangan Engineering. Hamish has extensive

Grup had received its Principle Licence for Foreign experience in ASX, TSX and AIM listed

Investment from the Indonesian Investment Coordinating companies.

Board (BKPM). This enables the company to carry out the Gulf has achieved two important milestones since the operational alloying business, lease land and deal with all reporting date – a significant Australian tax rebate and levels of Indonesian government.approval of the foreign investment licence.

The Licence also grants an exemption from Import Duties for Gulf was pleased to have been approved by AusIndustry (an machinery, goods and materials used in the business. This Australian regulatory Government agency) for a Research exemption adds to the 10-year 100% tax relief that Gulf will and Development (R&D) Tax Incentive claim for the 2014 be granted due to the size and nature of the project.financial year, for the design and construction of a 6MVA pilot

Gulf plans a new share issue of up to 95,000,000 shares, plant facility for the production of manganese alloy.

with free attaching options, to satisfy the estimated listing Approximately $6,000,000 of the estimated total project costs on Singapore's Catalist Board and for general working cost of $12,450,000 is forecast to be spent on the capital. A shareholder meeting will be held on October 2 to construction of a pre-production trial pilot plant facility, seek shareholder approval for this issue in line with all new subject to registration of eligible research and development issues requiring shareholder approval.activity by AusIndustry.

If the subsequent R&D Tax Incentive claims are approved,

the company will be entitled to potentially receive a 45%

cash refund for eligible expenditure incurred. This equates to

a possible cash refund of $2,700,000 for the remainder of

this R&D project.


Corporate


CONTINUED

Gulf staff and Regent(Bupati Kupang)Dr. Ayub Titu Eki.

Our Community Social Responsibility

Developing Value Adding Resources

The benefits of value adding resource development to The Timorese village people are the prime focus of Gulf's

communities extend far beyond creating employment. The Community Social Responsibility and the company has

industry significantly contributes to export income to grow developed and will implement when production commences

the economy, taxes, development of regional infrastructure what we call our 5 Star Program (Bahasa – Program 5

and information technology transfer, together with improving Bintang).

and increasing skills.The Community and Social Responsibility program will be

Indonesia is primarily a village-based society with nearly monitored by our Community Advisor, Beny Roboh. The

80,000 villages spread throughout the archipelago. Program covers:



! Provide sustainable jobs

! Provide skills, training and knowledge

! Prioritise local employment

Employment/Training

!

!

Provide assistance for pre-school education

Provide specialised university scholarships

Education

!

!

Provide community cataract clinic assistance

Subsidise medical staff costs

Health

! Help provide fresh running water

! Help improve village roads

Village Support

! Foster ongoing business development

(Jatropha, Micro Finance)

! Aquaculture program

Sustainability

Our Health and Safety Responsibility

Gulf's first and overriding value is “Safety First” for our people. The Health and Safety program will be monitored by our

Every employee is empowered to challenge any colleague, Health and Safety Advisor Ronald Taopan.

irrespective of their position, if they think safety is being

compromised. Operating Covenants

These 10 Operating Covenants will form the basis and spirit Gulf remains focused on continually reinforcing a culture of of Gulf's smelter business for the benefit of the people of East safety first. Progressively we will be implementing initiatives Nusa Tenggara and Indonesiaand programs to put safety at the forefront of all activities. This

will be an ongoing activity for our business, as there will always Nationalism To protect the national interest by building a be more to do to make sure the workplace is as safe as possible

manganese downstream value adding so all our people return to their homes after their work.industry

A Visible Safety Leadership (VSL) program will be launched, Community To provide shared benefits for Village emphasising the responsibility of leaders in our business to

Communitiesoversee a culture of putting the safety of every employee front

and centre of everything that is done and in every activity we Employment Create sustainable jobs for local people

do, whether on the processing site or in the office environment.

Training To empower local people through trainingThe focus of the VSL program will be to up-skill leaders and

supervisors to be able to make observations to encourage Skills To improve and increase skills leading to

interaction and engagement on safety issues, improve hazard higher standard of living

awareness and prevent incidents, and to reinforce a

collaborative culture in which safety is a core value in our Knowledge Introduce world leading processing organisation. knowledge

Gulf will adopt a back to basics approach to ensure every area Health To provide medical benefits through

of our business does the best it can to maximise and ensure Yayasan Hidup Sehat

safety performance. This will lead to what we believe to be a

more effective approach to risk management. Education To provide education benefits through

Yayasan Mari Belajar A portion of the workforce will be contractors and we view

contractors similar to our employees and all incidents involving Environment To introduce and implement world best contractors will be investigated with Gulf's involvement and processing practices and monitoringincluded in the company's safety reporting.

Sustainability To help develop and foster ongoing income Accordingly, Gulf will work closely with contractors to instill a

businesses for local people shared culture of working safely.

Given Gulf's manganese ore and alloys will be transported from

mine and smelter site to ports by contractors, Gulf will

establish a Logistics Awards Program (the LAP Award) to

encourage, recognise and reward continuous exemplary

performance by those involved in transportation within the

communities in which we operate.

Visible Safety Leadership

program with an overriding

‘Safety First’ value



ENVIRONMENTImpact, Risk and

Opportunities

Approval and

Compliance Communicationwith

Stakeholders

Energyand

Greenhouse

WasteManagement

EmergencyPlans

Water Management

Air Quality

ManagementPractices andAssessment

HabitatsProtected

and Restored

EnvironmentalAwareness

and Training

Our Environmental Responsibility

Gulf will always operate as a responsible and ethical Gulf will establish an ongoing environmental monitoring

company and will promote a culture of responsible program to ensure rapid response to any environmental

environmental management throughout our company. incidents that may occur. All incidents will be investigated so

as to implement preventative measures and minimise the Sustainable development provides a means of integrating likelihood of reoccurrence.environmental and economic goals, to provide outcomes that

are both environmentally acceptable and cost effective. All environmental programs will be monitored by our

Environmental Advisor, Dr Herry Kotta.Managing the environment in order future generations are

not disadvantaged will be a major focus for Gulf. All activities in the smelter plant and power plant will ensure

the effects on the aspects of air quality, surface water and Gulf will introduce world-leading value adding processing ground water, waste disposal, wildlife and vegetation, as well and environmental practices, thereby creating an as socio-economic, are minimised and within all acceptable environmentally economically sustainable ferromanganese levels set by Government.alloying industry centred on Kupang in West Timor.

The initial key environmental review process to be completed Gulf will work closely with local communities, government in advance of proceeding to permitting for the project is an agencies and key stakeholders to ensure we strive for world's Environmental Clearance (AMDAL) and Environmental best practice of environmental performance, while operating Management Plan (UKLUPL). These are carried out by PT our business activities. Adi Banuwa, Dr Herry Kotta.

In particular, Gulf will establish a positive working Gulf has a commitment to carry out a sustainable relationship with the appropriate Provincial and Regency development and to provide a means of integrating Government Departments together with the local environmental and economic goals to provide outcomes that community. are both environmentally acceptable and have high

economical value by the introduction of world leading

environmental standards.

Environmental

control matrix



The Company's Board governs the business on behalf of and individual Directors are set out in the Company's Board

shareholders as a whole with the prime objective of Charter and are consistent with ASX CGP 1. A copy of the

protecting and enhancing shareholder value. The Board is Board Charter is available in the Corporate Governance

committed to, and ensures that the:- section of the Company's website.

(i) executive management runs the Group in accordance a Before appointing a new director, the Company will high level of ethics and integrity; undertake appropriate checks such as a character reference,

police clearance certificate, bankruptcy check and any other (ii) Board and management complies with all applicable check it deems appropriate. Where a director is to be re-

laws and regulations; elected or a candidate is put up for election to shareholders,

all material information will be provided to shareholders for (iii) Company continually reviews the governance framework consideration.

and practices to ensure it fulfils its corporate governance

obligations.To ensure that Directors clearly understand the requirements

of their role, formal letters of appointment are provided to Good corporate governance will evolve with the changing

them. The content of the appointment letter is consistent circumstances of a company and must be tailored to meet

with that set out in ASX CGP 1. these circumstances. The Board endorses the ASX

Corporate Governance Principles and Recommendations To ensure that Executives clearly understand the ('ASX CGP') however, as a development company, at this requirements of the role, service contracts and formal job stage of the Company's corporate development, descriptions are provided to them, the content of which is implementation of the ASX CGP is not practical in every consistent with ASX CGP1.instance given the modest size and scale of the Company

operations. Access to information

Directors may access all relevant information required to During the year ended 30 June 2015, the Company discharge their duties in addition to information provided in considered the 3rd Edition of the ASX CGP. This Statement Board papers and regular presentations delivered by reports on the revised recommendations and outlines the executive management on business performance and issues. main corporate governance practices employed by the With the approval of the Chairman, Directors may seek Board. Where it has not adopted a particular independent professional advice, as required, at the recommendation, an explanation is provided. Company's expense.

This Corporate Governance Statement was approved by the

Board on 30 September 2015 and is current as at that date Company Secretaryin accordance with ASX Listing Rule 4.10.3. The Corporate The Company Secretary is accountable directly to the Board, Governance Statement is published on the Company's through the Chairman, on all matters to do with the proper website at www.gulfmanganese.com. functioning of the Board. The role of the Company Secretary

is consistent with ASX CGP1.1. Laying solid foundations for management and oversight

DiversityRole and Responsibility of Board and Management

The Board has not adopted the Diversity Policy and not set The relationship between the Board and senior management

any measurable objectives which is contrary to CGP 1.5. The is critical to the Company's long term success. The Board is

Board however will continue to monitor the relative merits of responsible for the performance of the Company in both the

adopting a formal diversity policy and measurable objectives short and longer term and seeks to balance sometimes

in relation to gender diversity as the Group's size and nature competing objectives in the best interests of the Group as a

of operations evolve.whole. The key aims of the Board are to enhance the

interests of shareholders and other key stakeholders and to Board performance

ensure the Company is properly managed.The Board undertakes an annual self-assessment of its

collective performance, by way of a series of questionnaires. Day to day management of the Company's affairs and the The results are collated and discussed at a Board meeting implementation of the corporate strategy and policy and any action plans are documented together with specific initiatives are formally delegated by the Board to the Chief performance goals which are agreed for the coming year.Executive Officer and senior management.

The responsibilities of the Board as a whole, the Chairman

Our Corporate Governance Responsibility



The Chairman undertakes an annual assessment of the Board succession/Board skills matrix

performance of individual directors and meets privately with The Board has adopted a Board skills matrix which identifies each director to discuss this assessment. A director is its collective mix of skills and diversity. The Board's nominated to review the individual performance of the collective skills include board of director experience, CEO Chairman and meets privately with him to discuss this succession planning, financial, fundraising, independence, assessment. The 2015 Board review will be undertaken in industry knowledge, leadership, legal, lobbying/networking, accordance with this process in December 2015. marketing/PR, risk management and strategic planning.

Senior executive performance During the financial year, the composition of the Board was The CEO undertakes an annual review of the performance of regarded as balanced with a complementary range of skills, his direct reports and provides a report to the Board for independence, diversity and experience to enable it to consideration. discharge its duties and responsibilities effectively.

The Chairman undertakes regular reviews of the CEO and Director independenceprovides a report to the Board for consideration.

Refer to the table below in relation to the independence of

directors during the financial year based on the definition of 2. Structure of the Board

independence published in ASX CGP 2.

Board compositionDirector Independent Independent StatusThe Directors determine the composition and size of the

Board in accordance with the Company's Constitution. The Graham Anderson* Yes Non-independent after Constitution empowers the Board to set upper and lower appointed as Executive limits with the number of Directors not permitted to be less Chairman on 2 April than three. 2015

Bruce Morrin** No E x e c u t i v e o f t h e During the financial year ending 2015, there were 5

CompanyDirectors:

Peter Williams Yes -Graham Anderson (Chairman)*

Michael Walters Yes -Bruce Morrin (CEO & Executive Director)**

Paul O’Shaughnessy Yes -Peter Williams (Non-Executive Exploration Director)

Michael Walters (Non-Executive Marketing Director) *Appointed as Executive Chairman following the retirement Paul O'Shaughnessy (Non-Executive Metallurgical Director) of Bruce Morrin on 2 April 2015. Ceased as a Director

following his passing on 19 July 2015.*Appointed as Executive Chairman following the retirement **Retired as CEO & Executive Director on 2 April 2015.of Bruce Morrin on 2 April 2015. Ceased as a Director

following his passing on 19 July 2015. All current Board members are deemed to be Independent

Directors.**Retired as CEO & Executive Director on 2 April 2015.

Independent Decision MakingThere are currently 3 Directors appointed to the Board and

A majority of the Board are independent which is consistent their skills and experience, qualifications, term of office and

with ASX CGP 2. All Directors bring to the Board the requisite independence status is set out in the Directors' Report.

skills which are complementary to those of the other

Directors and enable them to adequately discharge their Nominations committee

responsibilities and bring independent judgments to bear on The Board has established a Remuneration and Nominations

their decisions.Committee to assist the Board in its discharge of duties.

Refer to 8. below for further information. The Board Charter sets out the criteria the Board uses to

determine director independence. Materiality thresholds However, following the passing of Graham Anderson and the

used to assess director independence are set out in the Board number of Board members the Board has decided to

Charter. undertake the responsibilities normally undertaken by a

Nomination Committee.

The Company will give consideration at an appropriate time

in the Company's development, for the continuation of the

Remuneration and Nominations Committee.



Our Corporate Governance Responsibility CONTINUED

The Board believes that the interests of the shareholders are The Audit & Risk Committee charter is available in the

best served by: Corporate Governance section of the Company's website and

the composition, operations and responsibilities of the - The current composition of the Board which is regarded

Committee are consistent with ASX CGP 4. The members as balanced with a complementary range of skills,

are however considered to be the best qualified to serve on diversity and experience as detailed in the Directors'

the Committee given their background and experience. Report; and

- The Independent Directors providing an element of Details of these Directors' qualifications and attendance at balance as well as making a considerable contribution in Audit & Risk Committee meetings are set out in the their respective fields of expertise. Company's Directors' Report.

The following measures are in place to ensure the decision However, following the passing of Graham Anderson and the making process of the Board is subject to independent current number of Board members, the Board has decided to judgments:- undertake the responsibilities normally undertaken by the

Audit & Risk Committee.- A standard item on each Board Meeting agenda requires

Directors to focus on and declare any conflicts of interest The full Board undertakes all Audit Committee in addition to those already declared;responsibilities which include the following:-

- Directors are permitted to seek the advice of independent

experts at the Company's expense, subject to the approval - Reviewing and approving statutory financial reports and

of the Chairman;all other financial information distributed externally;

- All Directors must act all times in the interest of the - Monitoring the effective operation of the risk management

Company; andand compliance framework;

- Directors meet as required independently of executive - Reviewing the effectiveness of the Company's internal

management.control environment including compliance with

applicable laws and regulations;Adoption of these measures ensure that the interests of - The nomination of the external auditors and the review of shareholders, as a whole, are pursued and not jeopardised

the adequacy of the existing external audit arrangements; by a lack of independence.and

Inducting new directors - Considering whether non audit services provided by the New Non-Executive Directors are provided with a pack of external auditor are consistent with maintaining the information and documents relating to the Company external auditor's independence.including the Constitution, Group structure, financial

statements, recent Board papers and the various Board The Company will give consideration at an appropriate time policies and charters. A site visit is arranged at an in the Company's development, for the continuation of the appropriate and cost effective time. Audit & Risk Committee.

3. Ethical and Responsible Decision Making CEO/CFO Sign Off

Before the Board approves the Company's financial Code of Conduct statements it receives a declaration from its CEO and CFO in A Code of Conduct Policy is in place to promote ethical and accordance with ASX CGP 4. responsible practices and standards for directors, employees

and consultants of the Company to discharge their External Auditorresponsibilities. This Policy reflects the directors' and key The lead audit partner responsible for the Group's external officers' intention to ensure that their duties and audit is required to attend each Annual General Meeting and responsibilities to the Company are performed with the to be available to answer shareholder questions about the utmost integrity. A copy of the Standards of Conduct policy is conduct of the audit and the preparation and content of the available to all employees and is available in the Corporate auditor's report.Governance section of the Company's website. The terms

are consistent with ASX CGP 3.

4. Integrity of corporate reporting

Audit & Risk Committee

During the financial year, the Board had an Audit & Risk

Committee to assist the Board in the discharge of its

responsibilities.




5. Timely and balanced disclosure However, following the passing of Graham Anderson and the

current number of Board members, the Board has decided to Continuous Disclosure Policy undertake the responsibilities normally undertaken by the The Company has a written policy on information disclosure Audit & Risk Committee.that focuses on continuous disclosure of any information

Internal Auditconcerning the Group that a reasonable person would expect

to have a material effect on the price of the Company's The Company does not currently have an internal audit

securities. function. Once the Company is at a size and scale that

warrants an internal auditor or nears production status, the A copy of the Continuous Disclosure Policy is located in the Board, through the Audit & Risk Committee will be Corporate Governance section of the Company's website and responsible for the appointment and overseeing of the the terms are consistent with ASX CGP 5. internal auditor.

The Company Secretary has been nominated as the person Exposure to Economic, Environmental and Social responsible for communications with the Australia Securities Sustainability RisksExchange (ASX). This role includes responsibility for The Company's corporate ethics includes a strong focus on ensuring compliance with the continuous disclosure environmental responsibility. This approach is integral to requirements in the ASX Listing Rules and overseeing and ensuring the long-term sustainability of the Company's co-ordinating information disclosure to the ASX, analysts, mining and exploration operations. Environmental policies brokers, shareholders, the media and the public. have been established to ensure that its field operations

comply with permits and licenses, and have minimal impact 6. Rights of Securityholders on the surrounding environments.

Website A comprehensive Environmental Management and The Company maintains a website at www.gulfmanganese.com. Monitoring Program details all environmental monitoring and The website contains information consistent with ASX CGP 6. reporting.

Communication An important key to the Company's current and future The Company's Shareholder Communications Policy success is open communications with all stakeholders. The promotes effective communication with the Company's Company acknowledges its responsibility towards local shareholders and encourages shareholder participation at communities and are committed to being a good neighbour.general meetings. A copy of this Policy, which deals with

communication through the ASX, the Share Registry, Part of the Company's long-term approach towards shareholder meetings and the annual report, may be found in community relations is to:the Corporate Governance section of the Company's website.

! Pursue mutual benefits for all involved;All of the Company's announcements to the market may also

! Improve the quality of life for neighboring communities; be accessed through the Company's website. The Company's

andannual reports are posted on the Company's website.

! Working in partnership with the community and local

government to find solutions for any social impact Shareholders are provided with the opportunity to question resulting from the business.the Board concerning the operation of the Company at the

annual general meeting. They are also afforded the The Company is currently not materially exposed to opportunity to question the Company's auditors at that economic, environmental and social sustainability risk.meeting concerning matters related to the audit of the

Company's financial statements.8. Remunerating Fairly and Responsibly

Shareholders are also encouraged and given the opportunity Remuneration and Nominations Committeeto receive electronic communications from, and send The Board has established a Remuneration and Nominations electronic communications to, the Company and its share Committee to assist the Board in its discharge of duties. registry.

The Remuneration and Nominations Committee Charter is 7. Recognising and Managing Riskavailable in the Corporate Governance section of the

Company's website and the composition, operations and Risk Committeeresponsibilities of the Committee is consistent with the terms The Board has established a Risk Committee to assist the of ASX CGP 2 and 8. Board in the discharge of its responsibilities. Refer to 4.

above.







Details of the Directors' qualifications and attendance at the Remuneration of Non Executive Directors

Remuneration and Nominations Committee meetings are set The annual total of fees to Non Executive Directors is set by out in the Directors' Report. the Company's shareholders and allocated as Directors' Fees

by the Board on the basis of the roles undertaken by the However, following the passing of Graham Anderson and the Directors. Full details of Directors' remuneration appear in number of Board members the Board has decided to the Remuneration Report. These fees are inclusive of undertake the responsibilities normally undertaken by a statutory superannuation contributions. No retirement Nomination Committee. benefits are paid to Non Executive Directors and no equity-

based remuneration scheme exists for them.The Company will give consideration at an appropriate time

in the Company's development, for the continuation of the However, during the financial year, the shareholders Remuneration and Nominations Committee. approved the issue of 7,000,000 Unlisted Options to the

Directors as an incentive.The Committee seeks to ensure that collectively its

membership represents an appropriate balance between Remuneration of Executive ManagementDirectors with experience and knowledge of the Company Remuneration packages for Executive management are and Directors with an external or fresh perspective. It shall generally set to be competitive so as to both retain executives review the range of expertise of its members on a regular and attract experienced executives to the Company. basis and seeks to ensure that it has operational and Packages comprise a fixed cash element and variable technical expertise relevant to the operation of the Company. incentive components. Payment of the variable components

will depend on the Company's financial and the executive's Directors are re-elected, nominated and appointed to the personal performance.Board in accordance with the Board's policy on these matters

set out in the Charter, the Company's Constitution and ASX

Listing Rules. In considering appointments to the Board, the

extent to which the skills and experience of potential

candidates complement those of the Directors in office is

considered.

The Company's remuneration philosophy, objectives and

arrangements are detailed in the Remuneration Report

which forms part of the Directors' Report.

About Manganese

Manganese commonly referred to as the "wonder element” is High carbon ferromanganese alloy (Mn 70-82%) is used in

an essential ingredient for global growth. manufacturing normal, low/medium carbon and high

carbon steel. On average 9.71kg of manganese alloy is used Manganese is the fourth most consumed metal in the world, in making one tonne of steel. Manganese alloy used per exceeded only by iron, aluminium and copper. tonne of steel varies in different regions, with 8.51kg per

tonne of steel used in Europe and more than 10.5kg per Global mine output in 2014 was 53.9 million ore tonnes tonne in China.containing 17.4 million tonnes of manganese units in ore,

with over 90% going into steel production, where there is no Indonesia is renowned for its high quality manganese ore, viable substitute to cleanse, strengthen and harden steel. which Gulf will use to produce a premium grade 78%

ferromanganese alloy. Global demand for high carbon Manganese is also used to make many things, from ferro alloys is forecast to continue to increase over the next spacecraft to batteries. Its compounds are important for five years.purifying water and for glazing pottery and glass. It is also an

essential mineral in our diet.

Supply/Demand History

Global demand for manganese has been increasing at a

higher rate than crude steel production over the 12-year

period 2000 to 2012, driven by two factors:

1. Consumption of manganese per tonne of steel increased

from 0.69% to 0.75% over the period.

2. Steel demand has been increasing steadily by +5.2%

per annum during the period.

CAGR over 5 year period

Global steel production(million tonnes)

Global manganese ore in alloys(million tonnes, contained Mn)

3,000

2,500

2,000

1,500

1,000

500

0

30

25

20

15

10

5

02000 2005 2010 2015e 2020e 2025e 2030e 2000 2005 2010 2015e 2020e 2025e 2030e

6.9%

7.2%

4.5%

4.6%

3.6%5.5%

3.3%3.2%

2.6%

2.4%

1.8%

1.7%

China Rest of World China Rest of World

Demand Projections

Source: BHP Billiton, World Steel Association Source: BHP Billiton, IMnI, CRU



Manganese, the wonder element

Indonesia – A Snapshot

Indonesia has the world's fourth biggest population with 257 introduced strategies to streamline investment, introduce tax

million people, including the world's largest Muslim incentives and address corruption issues, which have deterred

population. The archipelago consists of more than 17,500 investment in the past.

islands of which 6,000 are inhabited, covering 2 million

square kilometres - about a quarter the size of Australia.

Indonesia is the largest economy is South East Asia. The country comprises 34 provinces, 510 regencies, 6,793

districts and 79,075 villages.The country's sound macroeconomic management and

exchange rate flexibility over the past 18 months have

bolstered its policy credibility and its resiliency to shocks, the Republican forces led by Ir. Soekarno declared independence

IMF stated in March.from the Netherlands in 1945 after 3 centuries of Dutch rule.

Economic collapse and political conflict prompted the army, Indonesia's Investment Coordinating Board (BKPM) put the led by General Suharto, to replace Soekarno and take power in country's economic growth at 5% in 2014, making it “The 1967. Suharto oversaw 3 decades of authoritarian government World's Most Stable Economy in the past five years” according before resigning in 1998 amid an economic and social crisis. to The Economist Magazine. Analysts expect Indonesia's GDP Indonesia then experienced a time of far-reaching political growth to continue between 5-6% until at least 2030.reform, known locally as the “Reformansi” period, which

ushered in a more democratic government including direct The country's debt to GDP ratio has steadily declined from

presidential elections. 83% in 2001 to less than 26% at the end of 2013, the lowest

among ASEAN countries, BKPM states. The July 2014 Presidential elections were won by the popular

and successful, Jakarta Governor, Joko “Jokowi” Widodo, who

is viewed as a progressive “man of the people” to guide A 10% Value-Added Tax (VAT) is levied on most goods and

Indonesia's future.services and a special sales tax ranging from 10-75% is

imposed on luxury items. The corporate tax rate is 25%.

Indonesia offers a number of investment incentives including In 2004, the President and Vice-President were directly import duty, tax allowances and tax holidays.elected for the first time. The directly elected People's

Consultative Assembly now comprises 560-member House of

Representatives (the legislature) and the 136-member

Regional Representatives Council.

The Indonesian government has given high priority to boosting

investment and economic and social development. It has

Economy

Background

Taxation

Political structure

Policy issues



West Timor East Timor

West Timor

Doing business in Indonesia

For the last 10 years the Government has been actively West Timor is the western Indonesian portion of the island of

introducing measures directed at encouraging investing in Timor and part of the Province of East Nusa Tengarra, with a

Indonesia and improving the country's regulatory and land area of 15,850 square kilometres and highest point

economic environment.Mount Musa at 2,427 metres.

Indonesia is one of the world's leading emerging economies, The temperatures are consistent throughout the year, ranging

and the third-fastest growing economy in Asia. It is also the from an average maximum of 32C and a minimum of 23C.

largest economy in Southeast Asia, supported by:Average rainfall is 1500mm per annum predominantly from

November to March/April. ! GDP was US$870 billion in 2014, and forecast to grow

by 6.1% in 2015.The province consists of 5 Regencies (Kabupatens) with a

! Strong domestic consumption.population of just under 1.8 million people, 92% Christian

and 8% Muslim. ! Strong trade and investment flows, including intra-

regional flows.Unemployment is estimated at 80% with the average wage

! An Investor-friendly government.US$150 per month. The current main industry is agriculture

!consisting of corn, rice, coffee, copra and fruit. An abundance of natural resources.

! An ample and increasingly talented work force,

underpinned by the world's fourth-largest population by

countryAs the fourth most populous country in the world, supported

by good political and economic stability, Indonesia's large

domestic market offers a wide range of investment

opportunities for foreign and domestic investors. With a target

economic growth of more than 6% for the coming years, there

is a growing emphasis for the Government to attract more

foreign investment in order for the overall investment to reach

the projected levels of Indonesian Rupiah (IDR) 2,000 trillion,

or approximately US$200 billion.



Indonesia – A SnapshotCONTINUED

The IMF projects Indonesia will be at the top 3 fastest economic growths among G20 countries

International Monetary Fund; World Economic Outlook Database April 2012

Nominal GDP Growth Projection by IMF

China

India

Indonesia

Saudi Arabia

Argentina

Russia

Turkey

Mexico

Korea

Brazil

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0

2017

2013

2012

Financial Report 2015For the year ending 30 June 2015



Director's Report 28

Auditor's Independence Declaration 35

Consolidated Statement of Profit or Loss and other Comprehensive Income 36

Consolidated Statement of Financial Position 37

Consolidated Statement of Changes in Equity 38

Consolidated Statement of Cash Flows 39

Notes to the Concise Financial Statements 40

Directors' Declaration 41

Independent Auditor's Report to members 42

ASX Additional Information 44



Directors’ Report

The Directors present the following report on the consolidated entity consisting of Gulf Manganese Corporation Limited and the

entity it controlled at the end of, or during, the financial year ended 30 June 2015.

The names of each person who has been a Director during the year and continues in office to the date of this report are:

Peter Williams (Deputy Chairman & Non-executive Director)

Michael Walters (Non-executive Director)

Paul O’Shaughnessy (Non-executive Director) appointed 12 August 2014

Graham Anderson ceased as a Director on 20 July 2015.

Bruce Morrin retired as the CEO & Executive Director on 2 April 2015.

Victor Wu resigned as a Director on 11 July 2014.

Names, qualifications, experience and special responsibilities

Peter Williams, BSc (Hons), PhD, FAICD, FAusIMM (Deputy Chairman & Non-executive Exploration Director)

Peter holds a PhD in Structural Geology and has been in the exploration industry since the early 1970's and was, before

retirement, Managing Director of SRK Australasia, one of the country's largest specialist geological consulting groups. He

joined the board in September 2013.

Other Current Directorships Former Directorships in the Last Three Years

None None

Michael Walters, B.Eng (Non-executive Marketing Director)

Michael holds a Bachelor of Engineering and has 30 years resources marketing experience having worked with Billiton,

Western Mining and was part of the team that built Consolidated Minerals into the world's 4th largest high grade manganese

supplier. He joined the board in October 2013.

Other Current Directorships Former Directorships in the Last Three Years

Shaw River Manganese Ltd None

Paul O'Shaughnessy, BSc(Eng), C Eng (Non-executive Metallurgical Director)

Paul is a metallurgical engineer with some 40 years of industry experience which includes smelting operations producing both

bulk and specialty manganese alloys. He is a graduate from the Royal School of Mines, Imperial College, University of London

with a Bachelor of Science Metallurgy with Honours. He operates his own consulting business which includes advising on the

manufacturing of ferro alloys. Paul did not hold any other directorships in the last three years.

Chief Financial Officer & Company Secretary

Leonard Math, BComm, CA

Leonard graduated from Edith Cowan University in 2003 with a Bachelor of Business majoring in Accounting and Information

Systems. He is a member of the Institute of Chartered Accountants. He previously worked as an auditor at Deloitte and is

experienced with public company responsibilities including ASX and ASIC compliance. He was appointed on 28 January

2015.

Other Current Directorships

Elemental Minerals Limited

Kangaroo Resources Limited

RMA Energy Limited



CONTINUED

Directors’ Report

Director's interests in shares and options

As at the date of this report the relevant interest of each Director in the shares and options of the Company are:

Shares Options over ordinary shares

Direct Indirect Direct Indirect

Directors 2015 2015 2015 2015

Michael Walters 1,493,533 - 1,000,000 -

Peter Williams - 3,346,667 - 1,000,000

Paul O'Shaughnessy - - 1,000,000 -

Principal activity

The principal activity of the Company is developing an ASEAN focused manganese alloying enterprise based in West Timor.

Review of operations and results

Details of the operations of the Company are set out in the Review of Operations on page 8.

The Company incurred an after tax operating loss of $2,594,559 (2014: $5,622,881).

Dividends

No dividend has been paid or recommended for the current year.

Significant changes in states of affairs

Board Changes

During the financial year ended 30 June 2015, Victor Wu resigned as a Director on 11 July 2014. Bruce Morrin was appointed

as Technical Director on 21 July 2014 and subsequently as a CEO of the Company and retired as the CEO and Technical

Director of the Company in April 2015. Graham Anderson was then appointed as Executive Chairman.

On 12 August 2014, Paul O'Shaughnessy was appointed as Non-Executive Director.

Corporate

During the year, Gulf completed the share and option consolidation on the basis of every fifty (50) shares/options into one (1)

share/option as approved by Shareholders at the General Meeting of Shareholders held 1 September 2014.

In October 2014, Gulf announced a non-renounceable rights issue of 2 shares for every share held at an issue price of $0.03

each. At closing, a total of 19,646,430 shares were applied through the rights issue, raising $589,392. The Company

managed to place the remaining shortfall shares amount 25,053,862, raising a further $751,616.

In 2005, Gulf issued 6,720,200 shares at a price of $0.03 in satisfaction of Directors' fees. A further 200,000 was issued at

$0.03 to raise $6,000.

During the year, 60 Convertible Notes with a face value of $10,000 each were issued, raising $600,000. A further 7,500,000

Convertible Notes with a face value of $0.03 each were issued to Leprechaun Holdings Pty Ltd following shareholders' approval

on 16 February 2015. These convertible notes were subsequently converted to fully paid ordinary shares on 29 May 2015.

Following shareholders' approval on 16 February 2015, 7,500,000 Unlisted Options exercisable at $0.25 each expiring 31

December 2018 were issued to Directors and employee.



CONTINUED

Directors’ Report

Matters subsequent to the end of the financial year

Subsequent to year end, Graham Anderson passed away and ceased to be a Director of the Company on 20 July 2015.

On 28 August 2015, a Notice of General Meeting was sent to shareholders to seek approval to issue up to 75,000,000 new Shares at 1.5 cents (a 50% discount to the 30 days’ Volume Weighted Average Price) to unrelated third parties and a general offer to existing Shareholders to raise up to $1,125,000 with a free attaching Option on a 1 for 2 basis (total of up to 37,500,000 Options). The Options will be granted with an exercise price of 5 cents each and expire on the 30th September 2017.

A second resolution will seek Shareholder approval for the issue of up to 20,000,000 new Shares at a deemed issue price of 1.5 cents per Share with a free attaching Option on a 1 for 2 basis (total of up to 10,000,000 Options) as a debt for equity conversion to unrelated third party contractors and suppliers. The Options will be granted with an exercise price of 5 cents and expire on the 30thSeptember 2017.

The Company seeks to undertake the Contractor/Supplier issue to preserve cash and direct funds to the SGX IPO costs and working capital.

The meeting will also seek approval to reinstate previous Shareholder approval to issue Convertible Notes together with seeking approval for Director Fees to be paid by the issue of Shares with no attaching Options.

The General Meeting will be held on 2 October 2015.

Likely developments and expected results of operations

Likely developments in the operations of the Company are set out in the Review of Operations on page 3.

Meetings of directors

The numbers of meetings of the Company's Board of Directors held during the year ended 30 June 2015, and the numbers of

meetings attended by each director were:

Name of Director Number eligible Number

to attend attended

Graham Anderson 9 9

Michael Walters 9 9

Peter Williams 9 9

Paul O’Shaughnessy 7 6

Bruce Morrin* 5 4

*Retired as a Director on 2 April 2015

Audit and risk committee

The Company has established an Audit and Risk Committee that comprises three non-executive directors: Dr Peter Williams

(Committee Chairman), Mr Graham Anderson, and Mr Paul O'Shaughnessy. The Audit and Risk Committee did not meet during

the year. Following the passing of Mr Anderson and due to the size of the Board, the Board now assumes the role of the Audit &

Risk Committee.

Remuneration committee

The Company has established a remuneration committee consisting of three Directors with a majority of Independent

Directors: Mr Michael Walters (Committee Chairman), Dr Peter Williams, and Mr Graham Anderson. The Remuneration

Committee did not meet during the year. Following the passing of Mr Anderson and due to the size of the Board, the Board now

assumes the role of the Remuneration Committee.



CONTINUED

Directors’ Report

Environmental regulations

During the year, the Company successfully divested its key non-core assets, the Australian mineral tenements, enabling the

company to hone its focus on the Indonesian manganese alloying project. The Company's current operations in Indonesia have

limited exposure to the environmental regulation. No breaches of any environmental restrictions were recorded during the

financial year.

Company

Company

Company Company

Graham Anderson Non-executive Chairman (ceased on 20 July 2015)

Bruce Morrin CEO & Executive Director (retired on 2 April 2015)

Peter Williams Non-executive Director

Michael Walters Non-executive Director

Paul O’Shaughnessy Non-executive Director

Leonard Math CFO & Company Secretary (appointed 28 January 2015)

A Remuneration policy

The objective of the Company's policy is to provide remuneration that is competitive and appropriate. The Board ensures that

executive reward satisfies the following key criteria for good reward governance practices:

(i) competitiveness and reasonableness;

(ii) acceptability to shareholders;

(iii) transparency; and

(iv) capital management.

Directors' and executives' remuneration

The policy of the Company is to pay remuneration of Directors in amounts in line with employment market conditions relevant

in the mining industry.

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors.

Non-executive Directors' fees and payments are reviewed annually by the Board. The Chairman's fees are determined

independently to the fees of Non-Executive Directors based on comparative roles in the external market.

The Constitution of the Company provides that non-executive Directors may collectively be paid as remuneration for their

services a fixed sum not exceeding the aggregate maximum sum per annum determined by the Company in a general meeting.

The current aggregate maximum is $250,000.

Director's benefits

Since the date of the last Directors' Report, no Director of the has received, or become entitled to receive, (other than

a remuneration benefit included in Note 16 to the financial statements or remuneration report), a benefit because of a contract

that involved:

(a) the Director; or

(b) a firm of which the Director is a member; or

(c) an entity in which the Director has a substantial financial interest (during the year ended 30 June 2015, or at any other

time) with the ; or

(d) an entity that the controlled, or a body corporate that was related to the , when the contract was

made or when the Director received, or became entitled to receive, the benefit (if any).

Remuneration report (audited)

The information provided in this remuneration report has been audited as required under Section 308 (3C) of the Corporations

Act 2001. During the financial year the key management personnel and Directors (see page 4-5 for details about each Director

and key management personnel) are as follows.

Performance based remuneration

There was no performance-based remuneration paid to Directors during the financial year.

Voting and comments made at the Company's 2014 Annual General Meeting

The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

B Details of remuneration

Amounts of remuneration

Details of the remuneration of the Directors, the Key Management Personnel of the Company (as defined in AASB 124 Related Party Disclosures) and specified executives of the Company are set out in the following tables:

Revenue 150,043 - 100,023 350,925 6,069

Net Profit /(Loss) before tax (2,594,559) (5,622,881) (530,212) (1,845,851) (7,299,362)

Net Asset (836,429) (227,215) 834,103 611,127 545,627

30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12 30-Jun-11$ $ $ $ $



CONTINUED

Directors’ Report

The table below sets out summary information about the Consolidated Entity's earnings and movements in net asset for the

last 5 years:

$

SHORT-TERM BENEFITS

POST EMPLOYMENT BENEFITS OTHER

SHARE-BASEDPAYMENT TOTAL

Directors Salary and fees Superannuation Retirement Benefits

Fees OptionsRemuneration consisting of

Options

Graham Anderson 2015 72,600 - - - 77,800 51.73% 150,4002014 12,000 - - - - - 12,000

Michael Walters 2015 36,000 - - - 38,900 51.94% 74,9002014 26,806 - - - - - 26,806

Peter Williams 2015 36,000 - - - 38,900 51.94% 74,9002014 28,800 - - - - - 28,800

Bruce Morrin (retired 2 April 2015)2015 55,800 - - - 77,800 41.77% 133,6002014 55,800 - - - - - 55,800

Paul O’Shaughnessy 2015 31,935 - - - 38,900 54.92% 70,8352014 - - - - - - -

Victor Wu (resigned 11 July 2014)2015 - - - - - - -2014 36,000 - - - - - 36,000

Peter Remta (resigned 12 March 2014)2015 - - - - - - -2014 60,000 - - - - - 60,000

Peter Smith (resigned 5 November 20132015 - - - - - - -2014 9,348 - - - - - 9,348

Total Remuneration Directors2015 232,335 - - - 272,300 53.96% 504,6352014 228,754 - - - - - 228,754

Executives

Leonard Math (appointed 28 January 2015)2015 79,500 - - - - - 79,5002014 - - - - - - -

Total Remuneration Executives2015 79,500 - - - - - 79,5002014 - - - - - - -



C Service agreements

The Company has a service agreement with Graham Anderson for the provision of services as the Non-Executive Chairman and

GDA Corporate for the provision of services as CFO & Company Secretary by Leonard Math. Graham Anderson was a Director of

GDA Corporation and Leonard Math is an employee of GDA Corporate. The service agreement with Graham Anderson to

provide service as Non-Executive Chairman has ceased following his passing on 19 July 2015.

There are no other service agreements other than disclosed above.

Current Details of the service agreements are as follows:-

Leonard Math – CFO & Company Secretary

Services agreement entered with GDA Corporate

Leonard Math is an employee of GDA Corporate

Monthly Fees

Chief Financial Officer: $5,000 plus GST

Company Secretary: $3,500 plus GST

Termination Notice Period – 3 months

Term – Continuing until terminated

Non-Executive Directors receive a letter of appointment which contains key terms to their appointment. Such terms include the

term in accordance with the Constitution of the Company, time commitment expected, role, standards of conduct and cessation

of office. The Non-Executive Directors receive a remuneration package of $3,000 per month.

Termination benefits

The Company is not liable for any termination benefits on termination of the current executive or non-executive directors or key

management personnel other than payment of period of notice on termination where applicable.

D Share-based compensation

Options granted to Directors' and Officers

During the year, 7,500,000 options were granted to Directors' and employee of the Company (2014: nil). The options issued

vest immediately. Refer to Note 11 for the inputs used for the valuation of these options.

Shares issued on exercise of unlisted options

There were no unlisted options exercised during the financial year.

Fair value of options granted

The assessed fair value at grant date of options granted to individuals is allocated equally over the period from grant date to

vesting date. Fair values at grant date are independently determined using a Black Scholes option pricing model.

E Additional information

Options granted to Directors carry no dividend or voting rights. No options have been granted since the end of the financial year.

CONTINUED

Directors’ Report

Key Management Personnel Shareholdings

DirectorsBalance at the

beginning of the year

Graham Anderson - 1,000,000 - 1,000,000

Michael Walters - 1,493,533 - 1,493,533

Peter Williams 2,000,000 1,346,667 - 3,346,667

Paul O’Shaughnessy - - - -

Bruce Morrin* - 1,000,000 1,000,000 -

Victor Wu** - - - -

Leonard Math - - - -

*Retired on 2 April 2015

**Resigned on 11 July 2014

Balance at End of Year

Share issue during the year

Held at Resignation



There is no other additional information other than the information disclosed above.

This is the end of the audited remuneration report.

Shares under Option

At the date of this report, unissued ordinary shares of the Company under option are:

Expiry Date Exercise price Number of options Vested and Exercisable

30-Jun-16 $0.375 1,279,000 Yes

31-Jul-17 $0.375 13,900,000 Yes

31-Dec-18 $0.25 7,500,000 Yes

22,679,000

When exercisable, each option is convertible into one ordinary share.

Indemnification

There are indemnities and insurances for the Directors in regard to their positions. These insure and indemnify the Directors

including former Directors against certain liabilities arising in the course of their duties. The Directors have not disclosed the

amount of the premiums paid as such disclosure is prohibited under the terms of the policies.

Proceedings on behalf of Company

No person has applied for leave of Court under section 237 of the Corporations Act 2001 to bring proceedings on behalf of the

Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of

the Company for all or any part of those proceedings.

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

Non-audit services

There were no non-audit services provided for the financial year (2014: nil).

Auditor independence declaration

A copy of the Auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on

page 35.

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

Peter Williams

Deputy Chairman

Perth, Western Australia

CONTINUED

Directors’ Report

Key Management Personnel Optionholdings

DirectorsBalance at the

beginning of the year

Graham Anderson - 2,000,000 - 2,000,000

Michael Walters - 1,000,000 - 1,000,000

Peter Williams - 1,000,000 - 1,000,000

Paul O’Shaughnessy - 1,000,000 - 1,000,000

Bruce Morrin* - 2,000,000 2,000,000 2,000,000

Victor Wu** - - - -

Leonard Math - - - -

*Retired on 2 April 2015 **Resigned on 11 July 2014

Balance at End of Year

Option issue during the year

Held at Resignation


Auditor’s Independence Declaration


Auditor's Independence Declaration

To those charged with the governance of Gulf Manganese Corporation Limited

As auditor for the audit of Gulf Manganese Corporation Limited for the year ended 30 June 2015, I declare that, to

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

i) no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and

ii) no contraventions of any applicable code of professional conduct in relation to the audit.

Somes Cook

Kevin Somes

Partner

Perth

30 September 2015

Liability limited by a scheme approved under Professional Standards Legislation

An independent member of KS International

Consolidated Statement of Profit and Loss and other Comprehensive Income

Year ended 30 June 2015

Consolidated Consolidated 2015 2014

$ $

Revenue

Revenue from JV agreement 150,000 -

Interest income 43 -

150,043 -

Expenses

Directors remuneration 87,215 172,954

Administrative expenses 809,327 586,678

Exploration and evaluation expenses 14,487 36,080

Due diligence expenses 289,464 7,583

Impairment of Exploration and Evaluation 125,000 1,358,810

Legal fees 154,272 223,309

Depreciation 10,680 -

Professional fees 286,677 285,114

Share based payments 292,480 393,703

Impairment of available-for-sale investment 675,000 2,558,650

Loss before income tax (2,594,559) (5,622,881)

Income tax benefit/(expense) - -

Net loss after tax (2,594,559) (5,622,881)

Other comprehensive loss for the year, net of tax - -

Total comprehensive loss for the year (2,594,559) (5,622,881)

Basic and diluted loss per share (cents) (4.97) (0.72)



The accompanying notes form part of these concise financial statements.



Consolidated Statement of Financial PositionAs at 30 June 2015

Consolidated Consolidated 2015 2014

$ $

Current Assets

Cash and cash equivalents 9,638 3,802

Trade and other receivables 123,179 154,218

Total Current Assets 132,817 158,020

Non-Current Assets

Financial assets 75,000 750,000

Plant and equipment 41,905 48,865

Exploration, evaluation and development - 125,000

Intangible assets 512,314 -

Non-Current Assets 629,219 923,865

Total Assets 762,036 1,081,885

Current Liabilities

Trade and other payables 859,660 686,505

Borrowings 738,805 306,012

Total Current Liabilities 1,598,465 992,517

Non-Current Liabilities

Borrowings - 316,583

Total Non-Current Liabilities - 316,583

Total Liabilities 1,598,465 1,309,100

Net Assets (836,429) (227,215)

Equity

Contributed equity 19,903,222 18,210,356

Accumulated losses (22,087,923) (19,493,364)

Options reserve 1,348,272 1,055,793

Total Equity (836,429) (227,215)


Contributed Accumulated Options TotalEquity Losses Reserve Equity

Balance at 1 July 2014 18,210,356 (19,493,364) 1,055,793 (227,215)

Loss for the year - (2,594,559) - (2,594,559)

Total comprehensive loss for the year - (2,594,559) - (2,594,559)

Transaction with owners in their

capacity as owners

Contributions to equity net of

transactions costs 1,692,866 - 292,479 1,985,345

Balance 30 June 2015 19,903,222 (22,087,963) 1,348,272 (836,429)

Balance at 1 July 2013 14,704,586 (13,870,483) - 834,103

Loss for the year - (5,622,881) - (5,622,881)

Total comprehensive loss for the year - (5,622,881) - (5,622,881)

Transactions with owners in their

capacity as owners

Contributions to equity net of

transactions costs 3,505,770 - 1,055,793 4,561,563

Balance 30 June 2014 18,210,356 (19,493,364) 1,055,793 (227,215)



Consolidated Statement of Changes in EquityFor the year ended 30 June 2015


Consolidated Consolidated2015 2014

$ $

Cash flows from operating activities

Other receipts 150,000 50,000

Interest received 43 -

Payments to suppliers and employees (1,427,130) (851,372)

Net cash flows used in operating activities (1,277,087) (801,372)

Cash flows from investing activities

Purchase of plant and equipment (3,720) (91,584)

Payments for exploration, evaluation and development expenditure (368,033) (136,882)

Net cash flows used in investing activities (371,753) (228,466)

Cash flows from financing activities

Proceeds from issue of securities 1,971,260 607,310

Proceeds from borrowings 169,175 422,178

Repayment of borrowings (485,758) -

Net cash flows from financing activities 1,654,676 1,029,488

Net increase/(decrease) in cash and cash equivalents 5,836 (350)

Cash and cash equivalents at beginning of the year 3,802 4,152

Cash and cash equivalents at the end of the year 9,638 3,802



Consolidated Statement of Cash FlowsFor the year ended 30 June 2015



Note 1. Basis of Preparation of the Concise Financial Report

The concise financial report relates to Gulf Manganese Corporation Limited and the entities that it controlled (“Group”) during and at the end of the year ended 30 June 2015.

The concise financial report has been prepared in accordance with the Australian Accounting Standard AASB 1039: Concise Financial Reports and the Corporations Act 2001. The accounting policies adopted have been consistently applied to all financial periods presented unless otherwise stated.

The concise financial reports are presented in Australian dollars and all values are expressed as whole dollars.

Note 2. Segment information

For management purposes, the Group is organised into one main operating segment, which involves the development on manganese alloy producer, presently solely in Indonesia. All of the Group's activities are interrelated, and discrete financial information is reported to the Board (chief operating decision maker) as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment.

The financial results from this segment are equivalent to the financial statements of the Group as a whole.

The accounting policies applied for internal reporting purposes are consistent with those applied in the preparation of these financial statements.

Note 3. Revenue Consolidated

2015 2014$ $

(a) Revenue

Sale of interest* 150,000 -

Bank interest received 43 -

150,043 -

*During the year, Gulf has entered into a Sale Agreement to divest its remaining 51% of the Northern Territory exploration tenement EL 10335 to 49% joint venture partner Redbank Copper Limited (ASX:RCP). The sale of Gulf's 51% together with all Mining information was agreed at $125,000 cash with a deposit payment of $50,000 with the balance due incrementally over a 9 month period and settlement following Ministerial consent for the transfer. At 30 June 2015, $100,000 was received from Redbank Copper.

Gulf has also entered a Sale Agreement to divest its 100% of the Northern Territory exploration tenement EL 29898 to joint venture partner Laramide Resources Limited (ASX:LAM). The sale of Gulf's 100% interest together with all mining information was agreed at a $125,000 cash with a deposit payment of $25,000, a further $25,000 subject to certain conditions and the balance of $75,000 following ministerial consent for the transfer. At 30 June 2015, $50,000 was received from Laramide.

Note 4. Dividends

There were no dividends recommended or paid during the financial years ended 30 June 2015 and 30 June 2014.

Note 5. Events occurring after reporting period

Graham Anderson passed away and ceased as the Chairman of the Company on 20 July 2015.

On 28 August 2015, a Notice of General Meeting was sent to shareholders to seek approval to issue up to 75,000,000 new Shares at 1.5 cents (a 50% discount to the 30 days' Volume Weighted Average Price) to unrelated third parties and a general offer to existing Shareholders to raise up to $1,125,000 with a free attaching Option on a 1 for 2 basis (total of up to 37,500,000 Options). The Options will be granted with an exercise price of 5 cents each and expire on the 30th September 2017.

A second resolution will seek Shareholder approval for the issue of up to 20,000,000 new Shares at a deemed issue price of 1.5 cents per Share with a free attaching Option on a 1 for 2 basis (total of up to 10,000,000 Options) as a debt for equity conversion to unrelated third party contractors and suppliers. The Options will be granted with an exercise price of 5 cents and expire on the 30 September 2017.

The Company seeks to undertake the Contractor/Supplier issue to preserve cash and direct funds to the SGX IPO costs and working capital.

The meeting will also seek approval to reinstate previous Shareholder approval to issue Convertible Notes together with seeking approval for Director Fees to be paid by the issue of Shares with no attaching Options.

The General Meeting will be held on 2 October 2015.

Other than being disclosed, there are no other events occurred after the reporting period.


Notes to the Concise Financial StatementsFor the year ended 30 June 2015

Directors’ Declaration



In accordance with a resolution of the directors of Gulf Manganese Corporation Limited, the directors of the company declare

that the concise financial report of Gulf Manganese Corporation Limited and Controlled Entities for the financial year ended 30

June 2015, as set out on pages 28-41:

a) complies with Accounting Standard AASB 1039: Concise Financial Reports; and

b) is an extract from the full financial report for the year ended 30 June 2015 and has been derived from and is consistent with

the full financial report of Gulf Manganese Corporation and Controlled Entities

.

Peter Williams

Deputy Chairman

Perth, Western Australia

30 September 2015

Independent Auditor’s Report to members



Independent Auditor's Report

To the members of Gulf Manganese Corporation Limited

Report on the Concise Financial Report

We have audited the accompanying concise financial report of Gulf Manganese Corporation Limited, which comprises the

consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other

comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the

year then ended, and related notes, derived from the audited financial report of Gulf Manganese Corporation Limited for the

year ended 30 June 2015, as well as the discussion and analysis.

The concise financial report does not contain all the disclosures required by Australian Accounting Standards and accordingly,

reading the concise financial report is not a substitute for reading the audited financial report.

Directors' Responsibility for the Concise Financial Report

The directors are responsible for the preparation of the concise financial report in accordance with Accounting Standard AASB

1039: Concise Financial Reports, and the Corporations Act 2001, and for such internal control as the directors determine is

necessary to enable the preparation of the concise financial report.

Auditor's Responsibility

Our responsibility is to express an opinion on the concise financial report based on our procedures which were conducted in

accordance with Auditing Standard ASA 810: Engagements to Report on Summary Financial Statements. We have conducted

an independent audit, in accordance with Australian Auditing Standards, of the financial report of Gulf Manganese Corporation

Limited and its controlled entities for the year ended 30 June 2015. We expressed an unmodified audit opinion on that financial

report in our report dated 30 September 2015. The Australian Auditing Standards require that we comply with relevant ethical

requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the

financial report for the year is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the concise financial

report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material

misstatement of the concise financial report, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity's preparation of the concise financial report in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's

internal control. Our procedures included testing that the information in the concise financial report is derived from, and is

consistent with, the financial report for the year and examination on a test basis of audit evidence supporting the amounts,

discussion and analysis, and other disclosures which were not directly derived from the financial report for the year. These

procedures have been undertaken to form an opinion on whether, in all material respects, the concise financial report complies

with AASB 1039: Concise Financial Reports and whether the discussion and analysis complies with the requirements laid

down in AASB 1039: Concise Financial Reports

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

Liability limited by a scheme approved under Professional Standards Legislation

An independent member of KS International



Independent Auditor’s Report to membersCONTINUED

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor's Opinion

In our opinion, the concise financial report of Gulf Manganese Corporation Limited for the year ended 30 June 2015 is

consistent, in all material respects, with the financial report from which it was derived and complies with Accounting Standard

AASB 1039: Concise Financial Reports. For a better understanding of the scope of our audit, this auditor's report should be

read in conjunction with our audit report on the full financial report.

Emphasis of matter - inherent uncertainty regarding continuation as a going concern

The auditor's report to the full, audited financial report for Gulf Manganese Corporation Limited for the year ended 30 June

2015 contains an Emphasis of Matter paragraph, drawing attention to the uncertainty of the company's continuation as a going

concern.

It is noted that the company is dependent on future capital raisings and the continuing support of a major shareholder to

continue as a going concern.

As a result, there is a material uncertainty related to events or conditions that may cast significant doubt on the company's

ability to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal

course of business, and at the amounts stated in the concise financial report.

Report on the Remuneration Report

We have audited the Remuneration Report included in 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 in

accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Gulf Manganese Corporation Limited for the year ended 30 June 2015 complies

with section 300A of the Corporations Act 2001.

Somes Cook

Kevin Somes

Partner

Perth

30 September 2015

ASX Additional Information

Additional information as required by the Australian Securities Exchange Limited and not disclosed elsewhere in this report is set

out below. This information is current as at 8 October 2015.

1.1 Ordinary shares on issue

There are ordinary shares on issue.

1.2 Unlisted options

A listing of each class of options on issue is set out below:

81,470,638

Security Code Terms Quantity

GMCOR Options exercisable at $0.375 and expiring 30 June 2016 1,279,000

GMCOQ Options exercisable at $0.375 and expiring 31 July 2017 13,900,000

GMCOS Options exercisable at $0.25 and expiring 31 Dec 2018 7,500,000

1.3 Distribution of shareholders

Analysis of numbers of equity security holders by size of holding:

1.4 Unmarketable parcels

The unmarketable parcel size at 3 cents per unit is less than

16,667 shares. 670 shareholders hold unmarketable parcels.

1.5 Substantial shareholders

The names of substantial holders who have notified the

Company in accordance with section 671B of the Corporations

Act 2001 are:

1.6 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none), all fully paid

ordinary shares carry one vote per share.

Range Holders Units %

1 - 1,000 364 136,309 0.17

1,001 - 5,000 179 453,733 0.56

5,001 - 10,000 87 695,630 0.85

10,001 - 100,000 199 9,061,074 11.12

> 100,000 90 71,123,892 87.30

Total 919 81,470,638 100

Name Units % Holdings

Leprechaun Holdings Pty Ltd 27,600,000 33.88

1.7 Twenty largest shareholders

Name of Shareholder Units % of Units

1 Leprechaun Holdings Pty Ltd 27,600,000 33.88

2 Mr Samuel John McPhee 3,000,000 3.68

3 Mr Eduardo Siao & Mrs Evelyn Saio <ES Exec Fund Eduardo A/C> 2,327,166 2.86

4 Aurel Pty Ltd <PR & EA Williams Family A/C> 1,786,667 2.19

5 Aurel Pty Ltd <PR & EA Williams Family A/C> 1,560,000 1.91

6 Leet Investments Pty Limited 1,500,000 1.84

7 Michael Walters 1,493,533 1.83

8 Perla Bailey 1,150,000 1.41

9 Fairoak Holdings Pty Ltd <Morrin Super Fund A/C> 1,000,000 1.23

10 Mr Eduardo Siao & Mrs Evelyn Saio <ES Exec Fund Evelyn A/C> 1,000,000 1.23

11 BWS Pty Ltd 1,000,000 1.23

12 Mr Neil Francis Stuart 1,000,000 1.23

13 EST Mr Graham Anderson <Kudu A/C) 1,000,000 1.23

14 Bushdawn Pty Ltd <Kirev Super Fund A/C> 1,000,000 1.23

15 Alcardo Investments Limited <Styled 102501 A/C> 905,000 1.11

16 Leet Investments Pty Limited <Superannuation Fund A/C> 808,672 0.99

17 Goran Latkovic 800,000 0.98

18 UBS Wealth Management Australia Nominees Pty Ltd 740,001 0.91

19 740,000 0.91

20 Mr Ellis Austin Smith & Mrs Iris Loraine Smith 680,000 0.83

Top 20 total 51,091,039 62.71%


44

The Hon Annabelle Claire Bennett & Dr David Michael John Bennett <Bennett Super Fund A/C>

CONCISE ANNUAL REPORT 2015

78 Mill Point Road South Perth Western Australia Phone + 618 9367 9228 Facsimile + 618 9367 9229


GULF MANGANESE CORPORATION LIMITED Developing Premium Indonesian Manganese Alloys

Indonesian Manganese Alloy DeveloperPresent Value of US$160 million and a Return On Investment of...

Documents

Transcript of Indonesian Manganese Alloy DeveloperPresent Value of US$160 million and a Return On Investment of...