NZAX Listing Rules APPENDIX 1. Part A (Rules and ) Preliminary Announcements Full and Half Year Results

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1 NZAX Listing Rules APPENDIX 1 Part A (Rules and ) Preliminary Announcements Full and Half Year Results 1 Full Year Results: The following information must be contained in each preliminary announcement given to NZX under listing rule in respect of a full year: 1.1 Details of the reporting period and the previous corresponding period. 1.2 Information prescribed by NZX from time to time. This information must be identified as Results for announcement to the market and must be placed at the beginning of the report in a tabular format as specified by NZX from time to time. (a) The following information, which may be presented in whatever way the Issuer considers is the most clear and helpful to users, e.g., combined with the body of the report, combined with notes to the financial statements, or set out separately. (b) A statement of financial performance. (c) A statement of financial position. The statement of financial position may be condensed but must report as line items each significant class of asset, liability, and equity element with appropriate sub-totals. (d) A statement of cash flows. The statement of cash flows may be condensed but must report as line items each significant form of cash flow. (e) Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable and (if known) the amount per security of foreign sourced dividends or distributions. (f) (g) (h) Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan. A statement of movements in equity. Net tangible assets per security with the comparative

2 figure for the previous corresponding period. (i) Details of entities over which control has been gained or lost during the period, including the following. (i) (ii) Name of the entity. The date of the gain or loss of control. (iii) Where material to an understanding of the report the contribution of such entities to the reporting entity s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period. (j) Details of associates and joint venture entities including the following. (i) Name of the associate or joint venture entity. (ii) Details of the reporting entity s percentage holding in each of these entities. (iii) Where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period. (k) (l) Any other significant information needed by an investor to make an informed assessment of the entity s financial performance and financial position. A commentary on the results for the period. The commentary must be sufficient for the user to be able to compare the information presented with equivalent information for previous periods. The commentary must include any significant information needed by an investor to make an informed assessment of the entity s activities and results, which would include but not be limited to discussion of the following. (i) (ii) (iii) The earnings per security and the nature of any dilution aspects. Returns to shareholders including distributions and buy backs. Significant features of operating performance. (iv) The results of segments that are significant to an understanding of the business as a whole.

3 (v) A discussion of trends in performance. (vi) Any other factors which have affected the results in the period or which are likely to affect results in the future, including those where the effect could not be quantified. (m) A statement as to whether the report is based on financial statements which have been audited, are in the process of being audited, or have not yet been audited and: (i) (ii) If the financial statements have not yet been audited and are likely to be subject to qualification, a description of the likely qualification; or If the financial statements have been audited, a statement of any qualifications that the auditors have made to those financial statements; (n) (o) A statement of any major changes or trends in the Issuer s business subsequent to the end of the financial year or half year, as the case may be, and shall include where material any changes in the value of the Issuer s assets, or in its profitability, and any contingent liabilities, all in relation to the position disclosed in the last published financial statements; and A statement of any unrealised gains resulting from the revaluation of assets of the Issuer, any subsidiary, or any associated company and unrealised net changes in values or development margins of investment assets included as separate items after profit before extraordinary items, identifying separately amounts arising from any unrealised gains of associated companies. 2 Half-Year Results The following information must be contained in each preliminary announcement given to NZX under listing rule in respect of a half year: 2.1 Details of the reporting period and the previous corresponding period. 2.2 Information prescribed by NZX from time to time. This information must be identified as Results for announcement to the market and must be placed at the beginning of the report in a tabular format as specified by NZX from time to time. 2.3 The following information, which may be presented in whatever way the Issuer considers is the most clear and helpful to users, e.g., combined with the body of the report, combined with notes to the financial statements, or set out separately.

4 (a) (b) (c) A statement of financial performance. A statement of financial position, which may be condensed but must report as line items each significant class of asset, liability, and equity element with appropriate subtotals. A statement of cash flows, which may be condensed but must report as line items each significant form of cash flow. (d) (e) (f) (g) Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable and (if known) the amount per security of foreign sourced dividends or distributions. Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan. Net tangible assets per security with the comparative figure for the previous corresponding period. Details of entities over which control has been gained or lost during the period, including the following. (i) (ii) Name of the entity. The date of the gain or loss of control. (iii) Where material to an understanding of the report the contribution of such entities to the reporting entity s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period. (h) Details of associates and joint venture entities including the following. (i) (ii) Name of the associate or joint venture entity. Details of the reporting entity s percentage holding in each of these entities. (iii) Where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period.

5 3 Full Year and Half-Year Results All preliminary announcements given under listing rule must comply with the following requirements: 3.1 All statements must be prepared in compliance with applicable Financial Reporting Standards or the equivalent foreign accounting standards. 3.2 A statement of the accounting policies (if any) that the directors believe are critical to the portrayal of the Issuers financial condition and results and which require the directors to make judgements and estimates about matters that are inherently uncertain. 3.3 If there has been any material change in accounting policies applied in preparation of the statements reflected in the announcement, it must disclose the impact of the change. 3.4 If the financial statements have been audited, a copy of the audit report should be provided with the announcement. 3.5 The announcement may include any additional facts, figures or interpretative notes that the Issuer wishes to include, and must include any additional information required by any applicable financial reporting standard or necessary to ensure the announcement is not misleading. Part B (Rule ) Half-yearly report The following information must be included in each half-yearly report prepared for the purposes of listing rule The information may be presented in whatever way is the most clear and helpful to users, e.g. combined with the body of the report, combined with notes to the accounts, or set out separately. 1. Details of the reporting period and the previous corresponding period. 2. A statement of financial performance together with notes to the statement. 3. A statement of financial position together with notes to the statement. The statement of financial position may be condensed but must report as line items each significant class of asset, liability, and equity element with appropriate sub-totals. 4. A statement of cash flows together with notes to the statement. The statement of cash flows may be condensed but must report as line items each significant

6 form of cash flow. 5. A statement of movements in equity together with notes to the statement. 6. Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable, and (if known) the amount per security of foreign sourced dividend or distribution. 7. Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan. 8. Net tangible assets per security with the comparative figure for the previous corresponding period. 9. Details of entities over which control has been gained or lost during the period, including the following: (a) (b) Name of the entity The date of the gain or loss of control. (c) Where material to an understanding of the report the contribution of such entities to the reporting entity s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period. 10. Details of associates and joint venture entities including: (i) (ii) The name of the associate or joint venture entity; Details of the reporting entity s percentage holding in each of these entities; and (iii) Where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period. 11. A statement of any major changes or trends in the Issuer s business subsequent to the end of the financial year or half year, as the case may be, and shall include where material any changes in the value of the Issuer s assets, or in its profitability, and any contingent liabilities, all in relation to the position disclosed in the last published financial statements.

7 12. A statement of the amount of any unrealised gains resulting from the revaluation of assets of the Issuer, any subsidiary, or any associated company and unrealised net changes in values or development margins of investment assets included as separate items after profit before extraordinary items, identifying separately amounts arising from any unrealised gains of associated companies. 13. A statement of any material change in accounting policies applied in preparation of the statements reflected in the announcement and the impact of the change 14. For foreign entities, which set of accounting standards is used in compiling the report (e.g., International Financial Reporting Standards). The report must also contain any additional information required by law or any applicable financial reporting standard or necessary to ensure the report is not misleading. The report may include any additional facts, figures or interpretative notes that the Directors wish to include. If the financial statements have been audited, the report shall disclose and any qualifications the auditors have made to those financial statements.

8 APPENDIX 2 PROVISIONS REQUIRED TO BE CONTAINED IN OR INCORPORATED BY REFERENCE IN AN NZAX ISSUER s CONSTITUTION NZAX Listing Rule to NZAX Listing Rules to NZAX Listing Rules NZAX Listing Rules to NZAX Listing Rule (Rule 3.1.1) NZAX Listing Rules to and And, in the case of an NZAX Issuer that is not a company incorporated under the Companies Act 1993, NZAX Listing Rule 8.3.1

9 PART 1 - PART 2 - APPENDIX 3 DISCLOSURE DOCUMENT REQUIREMENTS FOR THE DISCLOSURE DOCUMENT The following information shall be included in the Disclosure Document required pursuant to NZAX Listing Rule 7.1.3: 1. All the information outlined in Part 2 below; and 2. Any other material matters relating to the NZAX Issuer or its Securities that investors or their professional advisors would reasonably require to make an informed assessment of: (i) (ii) (iii) the rights and liabilities attaching to the Quoted Securities; the assets and liabilities, financial position and performance, profits and losses and prospects and plans of the NZAX Issuer; and the risks and rewards associated with investment in the Quoted Securities. SPECIFIC MATTERS TO BE ADDRESSED IN THE DISCLOSURE DOCUMENT A brief description of the securities being Quoted. Details of the Issue 1. If the Securities being Quoted are Equity Securities, the following information in respect of the Securities: (a) (b) the name and address of the NZAX Issuer; and the name and address of the NZX Sponsor. 2. If the securities being quoted are units in a unit trust, the following information in respect of the securities: (a) (b) (c) (d) the name of the unit trust; the name and address of the manager and the administration manager (if any); the name and address of the unit trustee; and the names and addresses of any promoters. Directorate and advisers 1. The name, address, and technical or professional qualifications (if any) of every Director of the NZAX Issuer. 2. In respect of every Director of the NZAX Issuer who is an employee of the NZAX Issuer, or of any Subsidiary thereof,

10 the position held by him or her. 3. If any Director has been adjudged bankrupt during the five years preceding the specified date, a statement to that effect including the name, and any alternative or former name or names, of the director concerned. 4. The names of the NZAX Issuer's secretary (if any), auditors, and securities registrar, and of any bankers, sharebrokers, or solicitors, who have been involved in the preparation of this document. 5. The names, addresses, and qualifications of any experts named in this document. Directors' Interests 1. Where - (a) (b) A Director of the NZAX Issuer is entitled to remuneration from the NZAX Issuer or any of its Subsidiaries other than by way of Directors' fees; and The remuneration is payable under a contract of service (other than a contract terminable, without payment of compensation, by the NZAX Issuer or Subsidiary on notice of two years or less), - the amount of the remuneration and all other principal terms of the contract. 2. Where (in any case other than a case in which subclause (1) of this clause applies) a Director is entitled to remuneration from the NZAX Issuer or any of its subsidiaries other than by way of Directors' fees, particulars of the nature of the relationship between the Director and the NZAX Issuer and the services rendered by the Director to the NZAX Issuer. 3. Where any provisions - (a) (b) In the Constitution or rules of the NZAX Issuer or any of its Subsidiaries; or In any contract or deed entered into by the NZAX Issuer or any of its subsidiaries, - relate to retirement benefits of Directors or compensation payable to Directors for loss of office, a summary of those provisions: Provided that this subclause shall not apply if those provisions relate only to superannuation benefits that are payable to directors who are full-time employees of the NZAX Issuer or subsidiary under a scheme open to other full-time employees of the NZAX Issuer or subsidiary. 4. Where any material transaction has been entered into at any time in the five years preceding the specified date, or is to be

11 entered into on or after the specified date, - (a) (b) (c) (d) (e) (f) (g) (h) Between the NZAX Issuer or any of its Subsidiaries and any Director or proposed Director of the NZAX Issuer or of any body corporate related to the NZAX Issuer; or Between the NZAX Issuer or any of its Subsidiaries and any immediate relative of any Director or proposed Director of the NZAX Issuer or of any body corporate related to the NZAX Issuer; or Between the NZAX Issuer or any of its Subsidiaries and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by - (i) (ii) Any Director or proposed Director of the NZAX Issuer or of any body corporate related to the NZAX Issuer; or Any immediate relative of any Director or proposed Director of the NZAX Issuer or of any body corporate related to the NZAX Issuer,- A description of the property acquired, or to be acquired, under the transaction; and The cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired; and A brief description of the other terms of the acquisition of the property; and The cost of the property to the person disposing of the property under the transaction; and The date on which the person disposing of the property under the transaction acquired the property. Statement as to Substantial Security Holders A statement as to the following: (a) (b) (c) Activities & Risks The identity of any substantial security holders (as defined in the Securities Markets Act 1988) disclosed to the NZAX Issuer (if necessary following a request by the NZAX Issuer); The nature of the relevant interests held by each of them; and The consideration and other terms and conditions of any transaction under which the beneficial owner acquired and holds those securities as disclosed to the NZAX Issuer. A brief description of:

12 (a) (b) (c) Returns The principal activities carried on by the NZAX Issuer and an indication of how long the NZAX Issuer has been carrying on those activities; The principal business risks faced by the NZAX Issuer; and The key drivers of performance of the NZAX Issuer. 1. The following information about the returns to investors from the Quoted Securities: (a) (b) (c) (d) a brief description of the nature of the returns; a brief description of the key factors that determine the returns; a statement whether or not an amount of returns, quantifiable as at the date of the Disclosure Document and enforceable by investors, has been promised and, if so, the amount or a description of how that amount can be calculated; and a statement as to which of the following (if any) will or is likely to affect the returns: (i) (ii) taxes or duties; and reserves or retentions. 2. The dates on which, or frequency with which, the returns from the securities will be due and paid or, if there are no such dates or frequency or the dates or frequency are unknown, a statement to that effect. 3. If payment of all or any of the returns from the securities will or may be withheld until a particular date or for a particular period, a statement to that effect and a brief description of the circumstances that may produce this result. 4. The name of the person legally liable to pay the returns. Guarantee of Quoted Securities If the Disclosure Document states that there is a guarantor of the Quoted Securities, the following information: (a) the name of the guarantor; (b) the nature and amount of the guarantee; (c) whether or not the guarantee is subject to conditions and, if so, the principal conditions; (d) whether or not the guarantee is secured by a mortgage or other charge and, if so, the nature and amount of the charge; and (e) if the guarantor and the NZAX Issuer are associated persons,

13 a statement to that effect and the nature of the relationship. Consequences of insolvency 1. A statement whether or not investors will or may be liable to pay money to any person as a result of the insolvency of the NZAX Issuer (or, if there is a scheme, the scheme) and, if so, a brief description of the liability. 2. A brief description of any claims on the assets of the NZAX Issuer (or, if there is a scheme, the scheme) that will or may rank ahead of claims of investors in the event of the NZAX Issuer or scheme being put into liquidation or wound up. 3. A brief description of any claims on the assets of the NZAX Issuer (or, if there is a scheme, the scheme) that will or may rank equally with the claims of investors in the event of the NZAX Issuer or scheme being put into liquidation or wound up. Alteration of securities 1. A brief description of any right of a investor, the NZAX Issuer, or any other person to - (a) (b) Alter the amount of moneys payable by a investor, including a brief description of any continuing obligation of the investor to pay that amount; or Otherwise alter the terms of any security. Enquiries about securities The names or descriptions of officers, employees, or agents of the NZAX Issuer and the NZX Sponsor to whom enquiries about the securities can be made, and the addresses and business telephone numbers of those people. Financial Statements A statement that the audited financial statements (including audit reports) are available on the NZAX website. Annual information A statement of the type of information (if any) that is required to be, or otherwise will be, given annually to investors by the NZAX Issuer. On request information A statement - (a) (b) Describing the type of information that is required to be, or otherwise will be, available on request from the NZAX Issuer (including such information as the Constitution and the Annual Report of the NZAX Issuer); and Explaining how such a request should be made; and

14 (c) Whether any charge may be made for the information and the amount of the charge.

15 APPENDIX 4 NZAX Listing Rules Notice of event affecting securities Number of pages including this one (Please provide any other relevant NZAX Listing Rule For rights, NZAX Listing Rules and details on additional pages) For change to allotment, NZAX Listing Rule , a separate advice is required. Full name of Issuer announce@nzx.com Name of officer authorised to make this notice Authority for event, e.g. Directors' resolution Contact phone Contact fax number number Date Nature of event Bonus If ticked, Rights Issue Tick as appropriate Issue state whether: Taxable / Non Taxable Conversion Interest Renouncable Rights Issue Capital Call Dividend If ticked, state Full non-renouncable change whether: Interim Year Special DRP Applies EXISTING securities affected by this Description of the class of securities If more than one security is affected by the event, use a separate form. ISIN If unknown, contact NZX Details of securities issued pursuant to this event If more than one class of security is to be issued, use a separate form for each class. Description of the class of securities ISIN If unknown, contact NZX Number of Securities to Minimum Ratio, e.g be issued following event Entitlement 1 for 2 for Conversion, Maturity, Call Payable or Exercise Date Strike price per security for any issue in lieu or date Strike Price available. Enter N/A if not applicable Treatment of Fractions Tick if provide an pari passu OR explanation of the ranking Monies Associated with Event In dollars and cents Amount per security (does not include any excluded income) Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money. Source of Payment Excluded income per security (only applicable to listed PIEs) Supplementary Amount per security Currency dividend in dollars and cents details - NZAX Listing Rule Total monies Date Payable Taxation Amount per Security in Dollars and cents to six decimal places In the case of a taxable bonus Resident Imputation Credits $ $ issue state strike price Withholding Tax (Give details) Foreign Withholding Tax $ FDP Credits (Give details) Timing (Refer Appendix 5 in the NZAX Listing Rules) Record Date 5pm Application Date For calculation of entitlements - Also, Call Payable, Dividend / Interest Payable, Exercise Date, Conversion Date. Notice Date Entitlement letters, call notices, conversion notices mailed Allotment Date For the issue of new securities. Must be within 5 business days of application closing date. OFFICE USE ONLY Ex Date: Commence Quoting Rights: Cease Quoting Rights 5pm: Commence Quoting New Securities: Cease Quoting Old Security 5pm: Security Code: Security Code:

16 APPENDIX 5 - TIMING OF EVENTS AFFECTING SECURITIES NZX Notice Date Ex Date Record Date Notice Date FOR RIGHTS ONLY Cease Quotes Date Application/ Renunciation Closing Date Allotment Date Notification to market five business days before Ex Date Rights Issue Rights Commence Quotation on the 1 st business day before the Record Date Letters of entitlement mailed within five business days of Record Date Rights cease quotation on the 4 th Business day before application closing date Applications/ renunciations due at registery Allotment of securities within 5 business days of Application Closing Date (Rules and 7.9.8) (Rule 7.9.8(a)) (Rule 7.9.1) (Rules 7.9.8(c)) (Rule 7.9.3) (Rule ) (2) Ten business days before Record Date for: Bonus Issues Calls, payments, Dividends, Interest, Conversions (Listing Rule ) Quotations (Rule 5.2.1) Name changes (Rule (f)) Minimum 12 business after the mailing of the last letters of entitlement (Rule 7.9.2) (3) Six weeks before fixed date for optional conversions (Rule ) Count forward Count back Reprinted January of 1

17 APPENDIX 6 QUARTERLY REPORT OF CONSOLIDATED CASH FLOWS... (Name of Mining Issuer) For Quarter ended (referred to in this Quarter as the "Current Quarter") Quarterly Report of Consolidated Cash Flows in accordance with NZAX Listing Rule These figures are based on accounts which are *audited/unaudited. If these figures are based on audited accounts, a statement is required of any material qualification made by the auditor. The Mining Issuer *has/does a formally constituted Audit Committee of the Board of Directors. [PLEASE REFER TO ATTACHED NOTES WHEN COMPLETING THIS FORM] 1. CASH FLOWS RELATING TO OPERATING ACTIVITIES (a) (b) (c) (d) (e) (f) (g) Receipts from product sales and related debtors Payments for exploration and evaluation for development for production for administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other (provide details if material) (h) NET OPERATING CASH FLOWS Current Quarter $NZ 000 Year to Date (.. Months) $NZ CASH FLOWS RELATED TO INVESTING ACTIVITIES (a) Cash paid for purchases of prospects equity investments other fixed assets (b) Cash proceeds from sale of prospects equity investments other fixed assets (c) Loans to other entities (d) Loans repaid by other entities (e) Other (provide details if material) (f) NET INVESTING CASH FLOWS 3. CASH FLOWS RELATED TO FINANCING ACTIVITIES (a) Cash proceeds from issues of shares, options, etc (b) Proceeds from sale of forfeited shares (c) Borrowings (d) Repayments of borrowings (e) Dividends paid (f) Other (provide details if material) (g) NET FINANCING CASH FLOWS 4. (a) *NET INCREASE (DECREASE) IN CASH HELD (b) Cash at beginning of quarter/year to date (c) Exchange rate adjustments to Item 4(a) above (d) CASH AT END OF QUARTER *Delete as Required

18 5. NON-CASH FINANCING AND INVESTING ACTIVITIES (a) Provide details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows (b) Provide details of outlays made by other entities to establish or increase their shares in projects in which the reporting entity has an interest FINANCING FACILITIES AVAILABLE Provide details of used and unused loan facilities and credit standby arrangements, adding such notes as are necessary for an understanding of the position Amount Available $NZ 000 Amount Used $NZ ESTIMATED OUTLAYS FOR SPECIFIED QUARTERS Current Quarter# $NZ 000 Following Quarter $NZ 000 (a) Exploration and evaluation (b) Development TOTAL # The outlays to be shown in this column are the estimates made for this quarter in the previous quarterly report. Where these estimates differ by more than 15% from the actual outlays reported in Item 1(b) of this report, provide an explanation of the reason(s) for these differences as an attachment to this report. 8. RECONCILIATION OF CASH For the purposes of this statement of cash flows, cash includes Cash at the end of the quarter as shown in the statement of cash flows is reconciled to the related items in the amounts as follows: Current Quarter $NZ Previous Quarter $NZ Cash on hand and at bank Deposits at call Bank overdraft Other (provide details) TOTAL = CASH AT END OF QUARTER [Items 4(d)/4(b)]

19 9. CHANGES IN INTERESTS IN MINING TENEMENTS Tenement Reference Nature of Interest Interest at Beginning of Quarter Interest at End of Quarter (a) Interests in mining tenements relinquished, reduced and/or lapsed (b) Interests in mining tenements acquired and/or increased (c) Where changes are reported in (a) and/or (b), an amended list of interests in mining tenements is to be attached to this statement. 10. ISSUED AND QUOTED SECURITIES AT END OF CURRENT QUARTER Category of Securities PREFERENCE SHARES #(DESCRIPTION) Issued during current Quarter: Number Issued Number Quoted Paid-Up Value Cents ORDINARY SHARES Issued during current quarter: CONVERTIBLE NOTES: #(Description) Issued during current quarter OPTIONS: Exercise Price Expiry Date Issued during current quarter DEBENTURES totals only: $ $ UNSECURED NOTES totals only: $ $ # Description includes rate of interest and any redemption or conversion rights together with prices and dates thereof (Signed by) Authorised Officer of Listed Issuer (Date)

20 NOTES [Not to be faxed to NZX] [These notes are deed to form part of this form and are for the purposes of completing it] (I) (II) (III) (b) The objective of the Quarterly Statement of Consolidated Cash Flows is to provide a basis for reporting to the market how the activities of the Mining Issuer for the past quarter have been financed and the effect on the Mining Issuer's cash position. Any Issuer wishing to disclose additional information is encouraged to do so and should provide it in the form of a note or notes attached to this statement. Although this statement is a specific purpose financial statement, the definitions and provisions of FRS-10: Statement of Cash Flows apply. (a) The aggregate amount of loans [Item 2(c)] made to associated persons shall be disclosed by way of note. The aggregate amount of payments to suppliers and employees [Item (b)] made to associated persons shall be disclosed by way of note with such additional explanations as are necessary for an understanding of the transactions. (c) In this note, "associated persons" has the same meaning as in NZAX Listing Rule 1.7. (IV ) (V) (VI) (VII) (VIII) (IX) (X) "Investments" includes expenditure to acquire property, tangible or intangible, with an expectation of yielding income for services over an extended period. Details of investments in intangibles and in other mining exploration Issuers should be disclosed separately by way of note. "Exploration" outlays include payments arising from the search for a mineral deposit or oil or natural gas field which appears capable of commercial exploitation by an extractive operation and includes payments for topographical, geological, geochemical and geophysical studies and exploratory drilling. "Evaluation" outlays include payments arising from the determination of the technical feasibility and commercial viability of a particular prospect and includes outlays made in determining the volume and grade of the deposit or field, examination and testing of extraction methods and metallurgical or treatment processes, surveys of transportation and infrastructure requirements, and market and finance studies. "Development" outlays include payments arising from the establishment of access to the deposit or field and other preparation for commercial production and includes expenditure on shafts, underground drives and permanent excavations, roads and tunnels, advance removal of overburden and waste rock, and drilling of oil or natural production wells. "Production" outlays include payments arising from the day-to-day activities directed to obtaining saleable product from the deposit or field on a commercial scale and includes extraction and any processing prior to sale. "Administration" outlays include payments made to staff primarily engaged in administration and other payments related to the operation of the Mining Issuer not included in other categories. The "Nature of Interest" referred to in Item 9 includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. Where the Mining Issuer is involved in a joint venture agreement and there are conditions precedent which will change the Mining Issuer's percentage interest in a mining tenement, disclosure of the change of percentage interest and conditions precedent should be made in the list required for Item 9(c)

21 APPENDIX 7 AUSTRALASIAN CODE FOR REPORTING OF EXPLORATION RESULTS, MINERAL RESOURCES AND ORE RESERVES (The JORC Code) (NZAX Listing Rule 10.12)

22 THE 2004 AUSTRALASIAN CODE FOR REPORTING EXPLORATION RESULTS, MINERAL RESOURCES AND ORE RESERVES (THE JORC CODE) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ~ The JORC Code ~ 2004 Edition Effective December 2004 Prepared by: The Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC) Note: Code is in normal typeface, guidelines are in indented italics, definitions are in bold.

23 THE 2004 AUSTRALASIAN CODE FOR REPORTING EXPLORATION RESULTS, MINERAL RESOURCES AND ORE RESERVES (THE JORC CODE) 1. The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code or the Code ) sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves. The Joint Ore Reserves Committee ( JORC ) was established in 1971 and published several reports containing recommendations on the classification and Public Reporting of Ore Reserves prior to the release of the first edition of the JORC Code in Revised and updated editions of the Code were issued in 1992, 1996 and This 2004 edition supersedes all previous editions. FOREWORD Concurrently with the evolution of the JORC Code, the Combined Reserves International Reporting Standards Committee ( CRIRSCO ), initially a committee of the Council of Mining and Metallurgical Institutions ( CMMI ), has, since 1994, been working to create a set of standard international definitions for reporting Mineral INTRODUCTION 2. In this edition of the JORC Code, important terms and their definitions are highlighted in bold text. The guidelines are placed after the respective Code clauses using indented italics. They are intended to provide assistance and guidance to readers. They do not form part of the Code, but should be considered persuasive when interpreting the Code. Indented italics are also used for Appendix 1 Generic Terms and Equivalents, and Table 1 Check List of Assessment and Reporting Criteria to make it clear that they are also part of the guidelines, and that the latter is not mandatory for reporting purposes. 3. The Code has been adopted by The Australasian Institute of Mining and Metallurgy ( The AusIMM ) and the Australian Institute of Geoscientists ( AIG ) and is therefore binding on members of those organisations. It is endorsed by the Minerals Council of Australia, and the Securities Institute of Australia as a contribution to good practice. The Code has also been adopted by and included in the listing rules of the Australian ( ASX ) and New Zealand ( NZX ) Stock Exchanges. The ASX and NZX have, since 1989 and 1992 respectively, incorporated the Code into their listing rules. Under these listing rules, a Public Report must SCOPE Resources and Mineral (Ore) Reserves, modelled on those of the JORC Code. Representatives of bodies from participating countries (Australia, Canada, South Africa, USA and UK) reached provisional agreement on standard definitions for reporting in This was followed in 1998 by an agreement to incorporate the CMMI definitions into the International Framework Classification for Reserves and Resources Solid Fuels and Mineral Commodities, developed by the United Nations Economic Commission for Europe ( UN-ECE ). As a result of the CRIRSCO/CMMI initiative, considerable progress has been made towards widespread adoption of consistent reporting standards throughout the world. These are embodied in the similar codes, guidelines and standards published and adopted by the relevant professional bodies in Australia, Canada, South Africa, USA, UK, Ireland and many countries in Europe. The definitions in this edition of the JORC Code are either identical to, or not materially different from, those international definitions. be prepared in accordance with the Code if it includes a statement on Exploration Results, Mineral Resources or Ore Reserves. The incorporation of the Code imposes certain specific requirements on mining or exploration companies reporting to the ASX and NZX. The 2004 edition of the Code has included much of the relevant material previously found only in the listing rules concerning the reporting of Exploration Results and the naming of the Competent Person. Despite the inclusion of this material in the Code it is strongly recommended that users of the Code familiarise themselves with those listing rules which relate to Public Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code requires the Competent Person(s), on whose work the Public Report of Exploration Results, Mineral Resources or Ore Reserves is based, to be named in the report. The report or attached statement must say that the person consents to the inclusion in the report of the matters based on their information in the form and context in which it appears, and must include the name of the person s firm or employer. Refer to Clause 8 of the Code. 4. The main principles governing the operation and application of the JORC Code are transparency, materiality and competence. Transparency requires that the reader of a Public Report is provided with sufficient information, the presentation of which is clear and unambiguous, to understand the report and is not misled. Materiality requires that a Public Report contains all the relevant information which investors and their professional advisers would reasonably require, and reasonably expect to find in the report, for the purpose of making a reasoned and balanced judgement regarding the Exploration Results, Mineral Resources or Ore Reserves being reported. Note: Code is in normal typeface, guidelines are in indented italics, definitions are in bold. ~ 2 ~

24 THE 2004 AUSTRALASIAN CODE FOR REPORTING EXPLORATION RESULTS, MINERAL RESOURCES AND ORE RESERVES (THE JORC CODE) Competence requires that the Public Report be based on work that is the responsibility of suitably qualified and experienced persons who are subject to an enforceable professional code of ethics. 5. Reference in the Code to a Public Report or Public Reporting is to a report or reporting on Exploration Results, Mineral Resources or Ore Reserves, prepared for the purpose of informing investors or potential investors and their advisers. This includes a report or reporting to satisfy regulatory requirements. The Code is a required minimum standard for Public Reporting. JORC also recommends its adoption as a minimum standard for other reporting. Companies are encouraged to provide information in their Public Reports which is as comprehensive as possible. Public Reports include but are not limited to: company annual reports, quarterly reports and other reports to Australian and New Zealand Stock Exchanges, or as required by law. The Code applies to other publicly released company information in the form of postings on company web sites and briefings for shareholders, stockbrokers and investment analysts. The Code also applies to the following reports if they have been prepared for the purposes described in Clause 5: environmental statements; Information Memoranda; Expert Reports, and technical papers referring to Exploration Results, Mineral Resources or Ore Reserves. For companies issuing concise annual reports, or other summary reports, inclusion of all material information relating to Exploration Results, Mineral Resources and Ore Reserves is recommended. In cases where summary information is presented it should be clearly stated that it is a summary, and a reference attached giving the location of the Codecompliant Public Reports or Public Reporting on which the summary is based. normally be regarded as Public Reports under the JORC Code (see also guidelines to Clauses 19 and 37). Reference in the Code to documentation is to internal company documents prepared as a basis for, or to support, a Public Report. It is recognised that situations may arise where documentation prepared by Competent Persons for internal company or similar non-public purposes does not comply with the JORC Code. In such situations, it is recommended that the documentation includes a prominent statement to this effect. This will make it less likely that non-complying documentation will be used to compile Public Reports, since Clause 8 requires Public Reports to fairly reflect Exploration Results, Mineral Resource and/or Ore Reserve estimates, and supporting documentation, prepared by a Competent Person. While every effort has been made within the Code and Guidelines to cover most situations likely to be encountered in Public Reporting, there may be occasions when doubt exists as to the appropriate form of disclosure. On such occasions, users of the Code and those compiling reports to comply with the Code should be guided by its intent, which is to provide a minimum standard for Public Reporting, and to ensure that such reporting contains all information which investors and their professional advisers would reasonably require, and reasonably expect to find in the report, for the purpose of making of a reasoned and balanced judgement regarding the Exploration Results, Mineral Resources or Ore Reserves being reported. 6. The Code is applicable to all solid minerals, including diamonds, other gemstones, industrial minerals and coal, for which Public Reporting of Exploration Results, Mineral Resources and Ore Reserves is required by the Australian and New Zealand Stock Exchanges. It is recognised that companies can be required to issue reports into more than one regulatory jurisdiction, with compliance standards that may differ from this Code. It is recommended that such reports include a statement alerting the reader to this situation. Where members of The AusIMM and the AIG are required to report in other jurisdictions, they are obliged to comply with the requirements of those jurisdictions. The term regulatory requirements as used in Clause 5 is not intended to cover reports provided to State and Federal Government agencies for statutory purposes, where providing information to the investing public is not the primary intent. If such reports become available to the public, they would not The JORC Code is cited by the Code and Guidelines for Technical Assessment and/or Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports (the VALMIN Code ) as the applicable standard for the public reporting of Exploration Results, Mineral Resources and Ore Reserves. References to technical and economic studies and feasibility studies in the JORC Code are not intended as references to Technical Assessments or Valuations as defined in the VALMIN Code. 7. JORC recognises that further review of the Code and Guidelines will be required from time to time. Note: Code is in normal typeface, guidelines are in indented italics, definitions are in bold. ~ 3 ~

25 THE 2004 AUSTRALASIAN CODE FOR REPORTING EXPLORATION RESULTS, MINERAL RESOURCES AND ORE RESERVES (THE JORC CODE) COMPETENCE AND RESPONSIBILITY 8. A Public Report concerning a company s Exploration Results, Mineral Resources or Ore Reserves is the responsibility of the company acting through its Board of Directors. Any such report must be based on, and fairly reflect the information and supporting documentation prepared by a Competent Person or Persons. A company issuing a Public Report shall disclose the name(s) of the Competent Person or Persons, state whether the Competent Person is a full-time employee of the company, and, if not, name the Competent Person s employer. The report shall be issued with the written consent of the Competent Person or Persons as to the form and context in which it appears. Appropriate forms of compliance statements may be as follows (delete bullet points which do not apply): If the required information is in the report: The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by (insert name of Competent Person), who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists or a Recognised Overseas Professional Organisation ( ROPO ) included in a list promulgated by the ASX from time to time (select as appropriate and if a ROPO insert name of ROPO) : or If the required information is included in an attached statement: The information in the report to which this statement is attached that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by (insert name of Competent Person), who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists or a Recognised Overseas Professional Organisation ( ROPO ) included in a list promulgated by the ASX from time to time (select as appropriate and if a ROPO insert name of ROPO). If the Competent Person is a full-time employee of the company: (Insert name of Competent Person) is a full-time employee of the company. If the Competent Person is not a full-time employee of the company: (Insert name of Competent Person) is employed by (insert name of Competent Person s employer). For all reports: (Insert name of Competent Person) has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he (or she) is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. (Insert name of Competent Person) consents to the inclusion in the report of the matters based on his (or her) information in the form and context in which it appears. 9. Documentation detailing Exploration Results, Mineral Resource and Ore Reserve estimates, on which a Public Report on Exploration Results, Mineral Resources and Ore Reserves is based, must be prepared by, or under the direction of, and signed by, a Competent Person or Persons. The documentation must provide a fair representation of the Exploration Results, Mineral Resources or Ore Reserves being reported. 10.A Competent Person is a person who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a Recognised Overseas Professional Organisation ( ROPO ) included in a list promulgated from time to time. A Competent Person must have a minimum of five years experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which that person is undertaking. If the Competent Person is preparing a report on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves. The key qualifier in the definition of a Competent Person is the word relevant. Determination of what constitutes relevant experience can be a difficult area and common sense has to be exercised. For example, in estimating Mineral Resources for vein gold mineralisation, experience in a high-nugget, vein-type mineralisation such as tin, uranium etc. will probably be relevant whereas experience in (say) massive base metal deposits may not be. As a second example, to qualify as a Competent Person in the estimation of Ore Reserves for alluvial gold deposits, considerable (probably at least five years) experience in the evaluation and economic extraction of this type of mineralisation would be needed. This is due to the characteristics of gold in alluvial systems, the particle sizing of the host sediment, and the low grades involved. Experience with placer deposits containing minerals other than gold may not necessarily provide appropriate relevant experience. Note: Code is in normal typeface, guidelines are in indented italics, definitions are in bold. ~ 4 ~