Nova Resources Limited Final Results for the Year -2-

On 28 August 2013, 200,000,000 warrants were granted at a price of 1p per Ordinary share exercisable at any time up to 31 December 2018;

On 8 October 2013, 23,000,000 new ordinary shares were issued on conversion of unsecured loan notes at a rate of 1p per Ordinary share.

KEY RISKS AND UNCERTAINTIES

The key risks identified by the Board are detailed in note 3 to the financial statements.

RESULTS AND DIVIDENDS

The loss for the year is GBP1,190,373 (2012: GBP3,167,606) of which GBP785,574 relates to discontinued operations, which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2013.

DIRECTORS

The directors during the year under review were:

 
 Chung Dongwook       (Resigned 11 November 2013) 
 Chan Fook Meng 
 Christopher Morgan 
 Nazim Khan 
 

All the directors who are eligible offer themselves for re-election at the forthcoming Annual General Meeting.

Remuneration of the Directors for the year is summarised as follows:

 
                           Directors' 
                                 Fees 
                                  GBP 
 Chung Dongwook                     - 
 Chan Fook Meng                30,000 
 Christopher Morgan            30,000 
 Nazim Khan                    30,000 
                       -------------- 
 Total                         90,000 
 
 

Chan Fook Meng has an interest in 60,300,000 million ordinary shares through Shine Link Limited, representing 15.35% of the Company.

Following acquisition of warrants and exercise of warrants on 21 January 2014, Chan Fook Meng has an interest in warrants and options to acquire a further 193,450,000 Ordinary Shares in the Company. If the said warrants and options are exercised, and no other warrants nor options nor other convertible securities are exercised, Mr Chan would then have an interest in a total of 253,750,000 Ordinary Shares in Nova, representing 64.59% of Nova's then enlarged total issued ordinary share capital.

Substantial shareholders

As at 25 June 2014, the Company had been notified of the following beneficial interests in 3% or more of the issued share capital:

                                                                                           Number of                   % of issued 
                                                                                       ordinary shares              share capital 

Ordinary 1p shares

Upside Management (Offshore) 129,125,000 32.87%

Consiliou Growth Fund 125,800,000 32.02%

Chan Fook Meng 60,300,000 15.35%

Global Explorer Holdings Limited 19,642,857 5.00%

INDEMNITY OF OFFICERS

The Company may purchase and maintain, for any director or officer, insurance against any liability and the Company does maintain appropriate insurance cover against legal action bought against its directors and officers.

PUBLICATION OF ACCOUNTS ON COMPANY'S WEBSITE

Financial statements are published on the Company's website. The maintenance and integrity of the website is the responsibility of the directors. The directors' responsibilities also extend to the financial statements contained therein.

COMPANY'S POLICY ON PAYMENT OF CREDITORS

It is the Company's normal practice to make payments to suppliers in accordance with agreed terms provided that the supplier has performed in accordance with the relevant terms and conditions.

GOING CONCERN

The Group reports a loss of GBP1,190,373 for the year. After making enquiries the directors consider that the Group has adequate resources and loans, including convertible and commercial, from long term investors to continue in operational existence for the foreseeable future.

The Company entered into two investment agreements with Upside Management (Offshore) SAL and Consiliou Growth Fund. Each Investor will provide the company with a facility of up to GBP500,000 until 31st December 2018. The facility is provided by way of a subscription for new company shares at a price of 1p each.

On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the Company's financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

Bermudan company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted for use in the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

   -     select suitable accounting policies and then apply them consistently; 
   -     make judgments and estimates that are reasonable and prudent; 

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business for the foreseeable future;

   -     follow applicable accounting standards. 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Bermuda Companies Act 1981. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditors, Jeffreys Henry LLP have indicated their willingness to continue in office. In accordance with section 89 of Bermuda Companies Act 1981, a resolution proposing that they be re-appointed will be put to the Annual General Meeting.

ON BEHALF OF THE BOARD:

Chan Fook Meng

Director

Date: 3 July 2014

Report of the Independent Auditors to the Members of

NOVA RESOURCES LIMITED

We have audited the Group and Company financial statements of Nova Resources Limited for the year ended 31 December 2013, which comprise the consolidated statement of comprehensive income, consolidated and company statement of changes in equity, consolidated and company statement of financial position, consolidated and company statement of cash flows, and the related notes on pages 11 to 43. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of Bermuda Companies Act 1981.

This report is made sole to the Company's members, as a body, to the requirements of the Bermuda Companies Act 1981 and Bermuda Companies Act 2006 as amended. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition we have read all the financial and non-financial information in the Chairman's Report and Directors' Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent misstatement or inconsistencies we consider the implication of our report.

Opinion on financial statements

In our opinion:

- the financial statements give a true and fair view, of the state of the Group and Company's affairs as at 31 December 2013 and of the Group's loss and Group's and Company's cash flows for the year then ended;

- the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;