Appendix 5B Mining exploration entity quarterly report Appendix 5B Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

Bannerman Resources Limited

w.aRule 5.3


ABN Quarter ended ("current quarter")

34 113 017 128 31 December 2013

Consolidated statement of cash flows

Cash flows related to operating activities

1.1 Receipts from product sales and related debtors

1.2 Payments for

(a) exploration & evaluation

(b) development

(c) production

(d) administration & corporate

1.3 Dividends received

1.4 Interest and other items of a similar nature received

1.5 Interest and other costs of finance paid

1.6 Income taxes paid

1.7 Other - R&D Refund

Net Operating Cash Flows


+ See chapter 19 for defined terms.
30/9/2001 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows

(brought forward)

(515)

(1,220)

Cash flows related to financing activities

1.14 Proceeds from issues of shares, options, etc.

1.15 Proceeds from sale of forfeited shares

1.16 Proceeds from borrowings

1.17 Repayment of borrowings

1.18 Dividends paid

1.19 Other

Net financing cash flows

Cash flows related to financing activities

1.14 Proceeds from issues of shares, options, etc.

1.15 Proceeds from sale of forfeited shares

1.16 Proceeds from borrowings

1.17 Repayment of borrowings

1.18 Dividends paid

1.19 Other

Net financing cash flows

-

-

Net (decrease) increase in cash held

1.20 Cash at beginning of quarter/year to date

1.21 Exchange rate adjustments to item 1.20

1.22 Cash at end of quarter

(515)

3,106 (1)

(1,220)

3,816 (6)

Net (decrease) increase in cash held

1.20 Cash at beginning of quarter/year to date

1.21 Exchange rate adjustments to item 1.20

1.22 Cash at end of quarter

2,590

2,590

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

Current quarter

$A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 152

1.24 Aggregate amount of loans to the parties included in item 1.10

1.25 Explanation necessary for an understanding of the transactions

Item 1.23 includes salaries and fees for executive and non-executive directors.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Interest on the RCF Convertible Note for the September Quarter of $161,315 was satisfied through the issue of 3,226,301 fully paid ordinary shares.

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Nil

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities / Convertible Notes

3.2 Credit standby arrangements


+ See chapter 19 for defined terms.
Appendix 5B Page 2 30/9/2001

Appendix 5B Mining exploration entity quarterly report Estimated cash outflows for next quarter

4.1 Exploration and evaluation

4.2 Development

4.3 Production

4.4 Administration, corporate and finance costs

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed

6.2 Interests in mining tenements acquired or increased


+ See chapter 19 for defined terms.
30/9/2001 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

Total number

Number quoted

Issue price per

security (see note 3) (cents)

Amount paid up

per security (see note 3) (cents)

7.1 Preference

+securities

(description)

7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions

7.1 Preference

+securities

(description)

7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions

7.3 +Ordinary securities

7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs

319,658,997

319,658,997

7.3 +Ordinary securities

7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs

7,076,888

7,076,888

7.5 +Convertible debt

securities

(description)

1 Convertible Note

Nil

A$8,000,000

7.5 +Convertible debt

securities

(description)

Amount- A$8,000,000.

Conversion price- A$0.28125 per Share (up to 31 March 2014) A$0.095 per Share (subsequent to 31 March 2014)

Date for Conversion:

- If conversion option is exercised by holder (Resource Capital Fund IV L.P.), then at any time prior to 30 September 2016.

- If conversion option is exercised by issuer (Bannerman Resources Limited), then within 90 days from the date the rolling 20 day volume weighted average price of

shares in the issuer is equal to or more than 3 times the conversion price.

Coupon- 8% per annum payable quarterly in arrears on 31 March, 30 June,

30 September and 31 December of each year. Interest is to be satisfied by the issue of new Bannerman shares at the 5 day VWAP prior to the date of issue, or by cash in certain circumstances.

Repayment- If not converted, repayment of the note will be required by a single bullet repayment on 30 September 2016.

Security- Fixed and floating charge over the assets of Bannerman including a

share mortgage over Bannerman's 80% shareholding in Bannerman Mining

Resources (Namibia) (Pty) Ltd.


+ See chapter 19 for defined terms.
Appendix 5B Page 4 30/9/2001

7.7 Options

(description

and conversion factor)

Appendix 5B Mining exploration entity quarterly report



7.8 Issued during quarter

7.9 Exercised during quarter

7.10 Expired during quarter

7.11 Cancelled during quarter

(1) Vesting conditions include performance hurdles related to the development and progression of the

Etango Project.

7.12 Performance

Rights

7.13 Issued during quarter

7.14 Vested during quarter

7.15 Cancelled during quarter

Number

500,000

750,000

1,631,722

961,859

682,000

1,000,000

3,502,674

1,476,500

5,637,300

16,142,055

Vesting date

31 January 2014

31 July 2014

17 November 2014

21 November 2014

22 November 2014

31 January 2015

21 November 2015

22 November 2015

22 November 2016

7.12 Performance

Rights

7.13 Issued during quarter

7.14 Vested during quarter

7.15 Cancelled during quarter

682,000

1,476,500

5,637,300

22 November 2014

22 November 2015

22 November 2016

7.12 Performance

Rights

7.13 Issued during quarter

7.14 Vested during quarter

7.15 Cancelled during quarter

214,212

824,100

272,592

17 November 2013

21 November 2013

23 November 2013

7.12 Performance

Rights

7.13 Issued during quarter

7.14 Vested during quarter

7.15 Cancelled during quarter

260,700

577,650

158,741

358,026

17 November 2013

23 November 2013

21 November 2014

21 November 2015

(1) Performance Rights vested following redundancy, in accordance with the Employee Incentive Plan rules.


+ See chapter 19 for defined terms.
30/9/2001 Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

7.17 Unsecured notes (totals only)

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note

4).

2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 29 January 2014

Company Secretary

Print name: Leigh-Ayn Absolom

Notes

1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.
4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of

Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities.
If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

+ See chapter 19 for defined terms.
Appendix 5B Page 6 30/9/2001

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