Terrain Minerals Limited : Quarterly Report December 2013

ASX Announcement

23 January 2014

Quarterly Report: December 2013

ABN: 45 116 153 514

ASX: TMX

HIGHLIGHTS

• Board Appointment: Mr David Porter as Non-Executive Chairman.

• Board Review & Restructure.

• EM Survey Results & Withdraw from Mt Andrew JV with Platypus

Minerals (formally Ashburton Resources).

• East Kambalda (Aztec Dome) Review & Information Memorandum released & Site visit to investigate possible Gold occurrences.

• Ongoing evaluation of potential company making projects in Australia &

overseas, including: Africa.

• Continuation of Project Review, Asset Sales, Cost Reduction & Restructuring program.

On behalf of the Board
Justin Virgin
Executive Director

Suite 1 Level 4, 66 Kings Park Road, WEST PERTH, WA, 6005 - PO Box 79, West Perth , WA 6872

T: [phone] F: [phone] E : [e-mail] : www.terrainminerals.com.au

CORPORATE

• Terrain Minerals is currently searching and assessing potential company making projects in Australia and Africa. Several projects are currently being evaluated. Most of these projects are situated in Africa (for example Burkina Faso, Zambia and others). Terrain is looking at all economic commodities including but not limited to Gold, Copper Iron Ore and Coal.

APPOINTMENT OF A NEW NON-EXECUTIVE CHAIRMAN Mr DAVID PORTER - Chairman (Non-executive)

Mr Porter is a professional geologist and Fellow of the Australasian Institute of Mining and
Metallurgy with over 40 years' experience in the mining industry, including most facets of
exploration and mining. For the past 15 years he has focussed his activities in Africa and was the founding Chairman of Cam Iron SA and Congo Iron SA, both part of the Mbalam Iron Project of Sundance Resources Ltd. The project has a planned output of 35 million tonnes per annum of high grade iron ore and is at development stage which involves capital expenditure of $4.7 billion. He was also instrumental in the development of two coal projects in the Waterberg region of South Africa which are at development stage. Prior to Mr Porter's project generation activities in Africa he was managing director of three ASX-listed exploration companies, all of which developed gold and base metal projects. In Diversified Mineral Resources he supervised the resource definition at the Agbaou gold deposit in Cote d'Ivoire into plus one million ounces of gold. Africwest Gold acquired the nickel deposits at Kambalda and developed into a leading Australian nickel producer while Golden Rim Resources is now developing gold resources in Burkina Faso.
Mr Porter was an executive director and exploration manager of Gasgoyne Gold Mines NL from 1989 until 1996, and managed the Yilgarn Star feasibility study in 1990/1991. Gasgoyne produced over
100,000 ounces of gold per year from the Yilgarn Star Mine until it was taken over in 1996 by Sons of Gwalia Ltd in a A$180 million transaction. In the period from 1971 to 1989, Mr Porter worked for many international mining companies, with small ASX-listed companies and as an independent consultant on gold, base metal, iron ore and coal projects.

Withdraw From Farm-in: Fraser Range - Mt Andrew Project

The Board of Terrain Minerals has decided based on reports and survey data that no further work was warranted. Terrain has formally with draw from the JV with Platypus Minerals (formally Ashburton Resources). Terrain holds no interest in this project.

East Kambalda (Aztec Dome) Review & Information Memorandum released on ASX

A Filed Trip was conducted to site with a Geologist to examine recently reported gold occurrences along the Eastern margins of the tenement and to consider appropriate and possible filed programs for the area. Geological Report Pending.

Principal Registered Office	Contact
S1, L4, 66 Kings Park Road, WEST PERTH, WA, 6005 - PO Box 79, West Perth , WA 6872	Justin Virgin Ph [phone] Fax [phone]

[e-mail] www.terrainminerals.com.au
Appendix 5B Mining exploration entity quarterly report

Appendix 5B

Mining exploration entity quarterly report

Name of entity

Terrain Minerals Limited

Rule 5.3

ABN Quarter ended ("current quarter")

45 116 153 514 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

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

Net Operating Cash Flows

Appendix 5B Page 1

Appendix 5B
Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(207)	(612)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. net of costs 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 (provide details if material) Net financing cash flows	- - - - - -	- - - - - -
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. net of costs 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 (provide details if material) Net financing cash flows	-	-
Net increase (decrease) 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	(207) 1,418 -	(612) 1,823 -
Net increase (decrease) 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	1,211	1,211

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 36

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

1.25 Explanation necessary for an understanding of the transactions

Directors Fees

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

Issued of 16,500,000 listed options to directors and company secretary

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

Appendix 5B Page 2

Financing facilities available

Add notes as necessary for an understanding of the position.

Appendix 5B Mining exploration entity quarterly report

3.1 Loan facilities

3.2 Credit standby arrangements

Estimated cash outflows for next quarter

4.1 Exploration and evaluation

4.2 Development

4.3 Production

4.4 Administration

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

Appendix 5B Page 3

Appendix 5B
Mining exploration entity quarterly report

6.3 Interest in mining tenements held at the end

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.

7.5 +Convertible debt securities (description)

7.6 Changes during quarter

(a) Increases through issues

(b) Decreases through

securities matured, converted

Appendix 5B Page 4

7.12 Unsecured notes

(totals only)

Appendix 5B Mining exploration entity quarterly report

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 5).
2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 23 January 2014 (Company secretary)
Print name: Jay Stephenson

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

Appendix 5B Page 5

Appendix 5B
Mining exploration entity quarterly report

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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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.s

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Appendix 5B Page 6