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									  Feral




Miaree
          ANNUAL
                   07

 Blythe




 Wongan            ACN 100 796 754

Hills
CORPORATE DIRECTORY
DIRECTORs                                              REgIsTERED OffICE
David Zohar                                            Level 8, 256 St Georges Terrace
John Karajas                                           Perth WA 6000
Ross Gillon
Geoffrey Balfe                                         HEAD OffICE
                                                       Level 7, 231 Adelaide Terrace
AuDITORs                                               Perth WA 6000
BDO Kendalls Audit and Assurance (WA)                  Tel: (08) 9225 4917
128 Hay Street                                         Fax: (08) 9225 6474
Subiaco WA 6008
                                                       PO Box 3235
LEgAL ADvIsORs                                         256 Adelaide Terrace
Lawton Gillon                                          Perth WA 6832
Level 11, 16 St Georges Terrace
Perth WA 6000                                          COunTRY Of InCORPORATIOn
                                                       Red River Resources Limited is domiciled and incorporated
COmPAnY sECRETARIEs                                    in Australia
David Zohar
John Van Dieren                                        AsX CODE        RVR




        Red River Resources Limited Annual Report 07
MANAGING DIRECTORS LETTER


Dear Shareholder

During the past year, Red River Resources has made substantial progress in its efforts to discover economic deposits of
iron ore in areas of good infrastructure. At its most active iron ore project, the Feral Prospect in the Mid West Region
of Western Australia, the company has carried out extensive surface rock chip sampling and this program has resulted
in the discovery of numerous zones carrying elevated iron values of 50-65% in hematite and hematite/goethite
mineralisation. These levels are substantially higher than iron levels of 30-35% in the banded iron formations which
host these mineralised zones. During the September quarter of 2007, the company will commence a drilling
program aimed at delineating zones of direct shipping grade hematite ore (DSO). The probability of discovery
appears very good and the area of drilling is only 10-15 kilometres from the rail head at Perenjori, and the distance to
port at Geraldton or Oakajee is about 200 kilometres. Discovery of DSO deposits by the forthcoming drilling program
has an excellent chance of leading to rapid development of a mining operation. The company has also carried out an
aeromagnetic survey of the permit and this indicates that the area also holds a very substantial tonnage of magnetite-
bearing banded iron formation. Competitor activity in nearby areas of similar geology suggest that the likelihood for
the discovery of economic magnetite deposits is very good.

Attached to your Notice of Meeting for our Annual General Meeting on November 9th, you will also receive an
Independent Experts Report advising you that a proposed iron ore exploration joint venture between Iron Mountain
Mining Limited and Red River Resources on the Miaree Magnetite Trend near Karratha, and on the Wongan Hills
properties is “fair and reasonable”. Should the exploration proposed to be funded by Iron Mountain Mining be
successful, this would have a substantial beneficial impact on the value of your shareholding in our company. Seeing as
how Iron Mountain would need to spend $4.75 million in order to earn 70% equity in the properties, this frees up Red
River to spend at an appropriate level at Feral or on other prospective properties as these opportunities occur. For these
reasons, I urge you to vote in favour of the proposed joint venture.

The forthcoming summer season will see exploration drilling for magnetite iron ore and other minerals at our joint
venture area near Burnie in northern Tasmania. The target areas contain outcrops of magnetite mineralisation in the
vicinity of strong aeromagnetic features and these are most likely to also reflect magnetite mineralisation. These areas
occur close to a railway line and lie about 30 kilometres south of Burnie Port.

The company is well poised to discover substantial iron ore mineralisation in areas of good infrastructure over the next
few months. Exploration success during the coming twelve months could see a substantial upwards movement in the
Red River share price.




John Karajas
Managing Director



                                                                            Red River Resources Limited Annual Report 07   1
CONTENTS
Review of Operations ..................................................................................................................... 3
Directors’ Report .......................................................................................................................... 17
Income Statement........................................................................................................................ 29
Balance Sheet .............................................................................................................................. 30
Statement of Changes in Equity ................................................................................................... 31
Cash Flow Statement ................................................................................................................... 32
Notes to the Financial Statements ......................................................................................... 33 - 49
Directors’ Declaration................................................................................................................... 50
Audit Report ......................................................................................................................... 51 - 52
Auditors Declaration of Independence ......................................................................................... 53
ASX Information .................................................................................................................. 54 - 56
Corporate Governance ................................................................................................................ 57




2        Red River Resources Limited Annual Report 07
REVIEW OF OPERATIONS
FERAL IRON ORE PROSPECT, E70/227, MID WEST REGION, WESTERN AUSTRALIA

On 7th September 2006, Red River Resources announced that it had signed a Heads of Agreement (HOA) on the “Feral
Prospect”, a project whereby it can earn up to 75% equity in E70/2227, an area of promising iron ore mineralisation
20 kilometres south west of the Koolanooka iron ore mine in the Mid West Region of Western Australia. The current
holders of the permit are Hermitage Holdings Pty Ltd, Paloma Holdings Pty Ltd, Pinecroft Pty Ltd, and Devereux
Nominees Pty Ltd (referred to collectively as the Devereux Syndicate). Under the terms of the HOA, Red River may
earn a 50% interest in exploration licence E70/2227 by expending $2 million on exploration over a period of four
years commencing from the date of the execution of the HOA. Red River may then earn another 25% interest in the
exploration licence by conducting further exploration and evaluation up to “bankable feasibility study”.

In June 2007 Red River Resources carried out an aeromagnetic survey over E70/227, which indicated substantial
magnetite potential within the tenement. The aeromagnetic data is displayed in Fig. 1 and indicates that the permit
area contains highly magnetic banded iron formation, averaging a total width of 600 metres, over a strike length of 20
kilometres. In surface expression and aeromagnetic field strength, the Feral prospect area is very similar to other nearby
banded iron formation hosted magnetite deposits such as the Karara magnetite deposit 40 kilometres to the east.

The area will require drilling to delineate mineralised resources as defined by the JORC code. As a guide to what may
eventuate, Gindalbie Metals Limited has published an Inferred Resource of 737 million tonnes at 37.1% Fe for the
Karara deposit. The published resource occurs over a strike length of 8 kilometres.

Displayed on Fig. 1 are also the locations of hematite enrichments discovered as a result of surface rock chip sampling
undertaken during the period October 2006 to May 2007. The aeromagnetic data also provides valuable information
on the setting of these deposits, details on which are as follows:




                                                                            Red River Resources Limited Annual Report 07   3
Analytical results of peak iron values in surface rock chip samples, hematite enrichments, Feral Prospect.



Felon Zone Length = 300 metres.
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)   P (%)   S (%)   SIO2 (%)   LOI 1000 (%)
 12895   438,100           6,753,691                  60.5     3.44        0.039   0.056   5.44       4.23
 12907   438,099           6,753,655                  64.8     1.86        0.021   0.038   3.35       1.33
 12908   438,144           6,753,645                  60.3     3.95        0.03    0.112   4.7        4.51
 12921   438,294           6,753,484                  58.8     1.75        0.04    0.096   3.39       9.55



Ferry Zone Length = 100 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M) FE (%)                AL2O3 (%) P (%)     S (%)   SIO2 (%) LOI 1000 (%)
 12926    437,773          6,753,484     59.8                  1.62      0.029     0.05    8.35     4.3
 11241    437,885          6,753,499     61.4                  0.76      0.052     0.075   4.05     6.25



Fedora Zone Length = 400 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)   P (%)   S (%)   SIO2 (%)   LOI 1000 (%)
 12969   438,093          6,753,130                   54.2     4.88        0.051   0.084   7.53       9.66
 12973   438,042          6,753,099                   52.4     8.35        0.052   0.08    8.71       7.43
 12981   438,024          6,753,011                   58.9     4.5         0.066   0.031   5.63       5.06
 13171   437,910          6,752,907                   58       1.14        0.081   0.08    5.36       9.4
 13172   437,843          6,752,901                   57.9     1.51        0.136   0.048   6.91       6.92



Fender Zone Length = 200 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)   P (%)   S (%)   SIO2 (%)   LOI 1000 (%)
 12978   438,175          6,753,055                   58.1     1.9         0.027   0.075   4.06       9.69
 12979   438,226          6,752,988                   53.9     1.76        0.034   0.138   12.6       7.94
 13163   438,304          6,752,944                   52.9     2.33        0.031   0.104   12.75      8.53



Ferric Zone Length = 300 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)   P (%)   S (%)   SIO2 (%)   LOI 1000 (%)
 11231    437,773           6,752,746                 50.9     7.47        0.11    0.77    9.73       8.91
 11232    437,750           6,752,682                 50.9     8.32        0.06    0.08    7.49       10.5
 11235    437,868           6,752,689                 59.8     1.4         0.018   0.08    3.02       8.83
 13211    437,675           6,752,831                 59.5     2.25        0.023   0.087   4.8        6.87




4      Red River Resources Limited Annual Report 07
Ferrous Zone Length = 400 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M) FE (%)                AL2O3 (%) P (%)          S (%)      SIO2 (%) LOI 1000 (%)
 13210    438,331          6,752,355     53.6                  4.89      0.044          0.068      6.43     11.3
 13214    438,439          6,752,275     62.5                  2.6       0.059          0.042      2.67     4.66



Felix Zone Length = 200 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)        P (%)   S (%)      SIO2 (%)    LOI 1000 (%)
 13223    438,909           6,751,402                 57.6     2.19             0.034   0.077      5.53        8.98
 13228    438,949           6,751,307                 58.1     1.7              0.021   0.096      6.57        7.47
 13229    438,955           6,751,277                 57.3     2.49             0.037   0.086      6.51        8.25



Feline Zone Length = 600 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M)              FE (%)   AL2O3 (%)        P (%)   S (%)      SIO2 (%)    LOI 1000 (%)
 13232    438,706          6,751,019                  56.9     1.38             0.018   0.133      10.9        5.08
 13233    438,732          6,751,037                  53.4     2.99             0.098   0.067      8.53        10.0
 13234    438,861          6,750,699                  57.3     1.32             0.062   0.056      6.81        9.35
 13235    438,819          6,750,709                  55.8     1.04             0.107   0.08       9.75        8.68
 13236    438,802          6,750,773                  55       3.2              0.133   0.10       5.56        11.35
 13237    438,756          6,750,843                  52       5.66             0.118   0.114      8.59        10.3
 13239    438,917          6,750,631                  53.6     3.5              0.225   0.055      6.9         11.5
 13240    438,923          6,750,551                  54.5     1.24             0.056   0.068      12.65       7.6



Federal Zone Length = 50 metres
 SAMPLE EASTING GDA (M) NORTHING GDA (M) FE (%)                AL2O3 (%) P (%)          S (%)      SIO2 (%) LOI 1000 (%)
 13269    439,692          6,749,506     65.5                  0.67      0.083          0.041      2.34     2.45
 13270    439,721          6,749,459     64.2                  1.06      0.042          0.05       4.17     1.65



Fen Zone   Length = 250 metres
 SAMPLE    EASTING GDA (M) NORTHING GDA (M) FE (%)             AL2O3 (%) P (%)          S (%)      SIO2 (%) LOI 1000 (%)
 13296     439,328           6,751,460      60.6               0.81      0.049          0.102      3.04     8.47
 11289     439,345           6,751,427      58.0               2.86      0.125          0.124      4.2      8.63



Drilling at Feral is scheduled to start during the September quarter of 2007.




                                                                           Red River Resources Limited Annual Report 07   5
                          Fig. 1



6   Red River Resources Limited Annual Report 07
IRON MOUNTAIN JOINT VENTURE: MIAREE MAGNETITE TREND, KARRATHA AREA, PILBARA
REGION AND WONGAN HILLS, MID WEST REGION, WESTERN AUSTRALIA.
On 24 May 2007Red River announced that it had entered into a Heads of Agreement (HOA) with Iron Mountain
Mining Limited (“Iron Mountain”) to farm into the iron ore exploration rights at two of Red River’s Western Australian
projects. The two projects are:

   •	   the Miaree Magnetite Trend in the Karratha area, Pilbara region; and
   •	   the Wongan Hills Project, located 130 kilometres north-east of Perth in the Mid West region.

Under the terms of the HOA, Iron Mountain can earn up to 70% of the iron ore rights over these tenements for a total
expenditure of $4.75 million.

Subject to completion of due diligence and execution of an exclusive option to enter into the Joint Venture, the
agreement would enable iron ore exploration within these areas to be significantly accelerated. The Joint Venture
is consistent with Red River’s focus on its Feral Hematite Prospect in the Mid West region, where it is preparing to
commence drilling later this year.




          Fig. 2


                                                                            Red River Resources Limited Annual Report 07   7
MIAREE, Exploration Licences E08/1350, E47/1309, ELA47/1707
The Miaree Magnetite Trend lies within the Kaninda East (EL47/1309) and Kaninda West (EL/08/1350) Exploration
Licences (see Fig. 2). The tenements comprise approximately 30 kilometres strike length of Cleaverville Formation,
a magnetite-rich geological unit which also hosts the Cape Lambert magnetite deposit, located approximately 60
kilometres to the east. Significantly, the aeromagnetic field strength at Miaree is similar to that at Cape Lambert.

Published magnetite grades at Cape Lambert are in the range of 40-45% and, based on the geophysical similarity,
potential magnetite grades over the Miaree Magnetite Trend are inferred to be at similar levels. An aeromagnetic map
of the eastern part of the Miaree Magnetite Trend is displayed in Fig. 3.

Modelling of the aeromagnetic data suggests that the Miaree Magnetite Trend hosts mineralised widths of up to 200
metres (see Fig. 4). Conceptually, the exploration target for the Miaree Magnetite Trend is inferred to be 1.5-2 billion
tonnes of magnetite-bearing rock grading on average 40-45% magnetite, based on the following parameters:

Strike length              30,000 metres
Average width              100 metres
Mineable depth             200 metres
Bulk density               3
Magnetite grade            40-45%

The area therefore has excellent potential for the delineation of large-scale magnetite deposits with the potential to
underpin a long-life mining operation. The Miaree Magnetite Trend lies adjacent to the North West Coastal Highway,
near the Pilbara coastline, and adjacent to the Dampier-to-Bunbury gas pipeline (see Fig. 2).

Recent field work by Red River Resources has also discovered zones of hematite enrichment over the Cleaverville
Formation, which may have the potential for the production of direct shipping grade (DSO) lump ore. Significant
surface rock chip sampling results are as follows:



SAMPLE          EASTING           NORTHING             FE (%)   AL2O3(%)     P (%)          SIO2 (%)        LOI (%)
11250           434974.06         7683146.17           61.6     0.47         0.031          4.82            6.71
11269           441138.07         7687744.17           59.3     0.78         0.014          8.82            8.02
11274           450498.09         7691838.18           60.7     1.04         0.104          4.41            9.82
11278           450970.09         7691898.18           57.2     0.45         0.02           10.45           8.07




8       Red River Resources Limited Annual Report 07
Fig. 3




Fig. 4


         Red River Resources Limited Annual Report 07   9
WONGAN HILLS, Exploration Licences E70/2437, E70/2443 and E70/2728.
The Wongan Hills area is prospective for hematite mineralisation, as demonstrated by the distribution of aeromagnetic
highs which are indicative of the presence of banded iron formations (BIF) (Fig. 5). Given its proximity to an existing
railway line, the area is regarded as having good potential for the delineation of direct shipping grade (DSO) ore).



TERMS OF THE HOA
The HOA between Red River and Iron Mountain applies to the following tenements:

     •	   Miaree Magnetite Trend: E47/1309, E08/1350, ELA47/1707
     •	   Wongan Hills: E70/2437, E70/2343, E70/2728.

As Mr David Zohar is a substantial shareholder and Director of both companies, this is a “related party transaction” and
therefore requires ratification by shareholder approval at Extraordinary General Meetings of both companies, subject
to receipt of an independent experts report stating that the proposed transaction is “fair and reasonable”. The cost for
any independent expert report to shareholders of both companies would be payable by Iron Mountain.

Under the terms of the agreement, Iron Mountain may earn an initial 25% interest in the Exploration Licences by
paying $50,000 to Red River within 7 days of the receipt of shareholder approval.

Under the terms of the Joint Venture, Iron Mountain must spend a minimum of $1.25 million on exploration within
two years. It can increase its interest to 49% by spending an additional $1.5 million, and finally to 70% by spending a
further $2 million. Iron Mountain will be operator of the Joint Venture during the period of exclusive expenditure.

Iron Mountain may withdraw from the Joint Venture at any time but will not earn any equity in the tenements if it
withdraws prior to meeting its initial $1.25 million expenditure commitment.

Iron Mountain may only withdraw from the Joint Venture if it has conducted sufficient exploration to meet the
minimum expenditure requirements as required by the Western Australian Department of Industry & Resources during
the first year.




10        Red River Resources Limited Annual Report 07
Fig. 5




Fig. 6


         Red River Resources Limited Annual Report 07   11
BLYTHE IRON ORE and POLYMETALLIC PROJECT, BURNIE AREA, NORTHERN TASMANIA
EXPLORATION LICENCES EL 6/2005, EL 15/2006, EL 35/2006, EL 36/2006, EL 37/2006 and EL
18/2007.
Exploration activities carried out during the financial year ending 30 June 2007 included the following:

     •	   detailed gravity survey over the Natone/Camena area in the southern part of EL 6/2005 and EL 15/2006.
     •	   soil geochemical sampling
     •	   diamond drilling

              the regional geology of EL 6/2005 and EL 15/2006. Fig. 7 displays the regional aeromagnetic data of the
Fig. 6 displays
project area and also shows the outline of the Late Devonian Housetop Granite batholith, a geological unit which is
interpreted as having a strong bearing on the distribution of mineralisation in the region. The regional aeromagnetic
data indicates that there are a number of significant structural trends adjacent to the Housetop Granite, particularly on
its northeastern side. The detailed gravity survey delineated a pronounced, arcuate-shaped zone of gravity anomalies
around the village of Natone (see Fig. 6) and this area also yielded a cluster of soil copper, gold, arsenic, lead, zinc, silver
and palladium anomalies. Fig. 8 displays the soil copper anomalies as well as the locations of drill holes RRNDDH 2 to
RRNDDH 5.

The drill holes encountered very extensive brecciation, much of it gas milled, indicative of very substantial high pressure
fluid movement, and probably associated with the emplacement of the Late Devonian Housetop Granite. In places,
the brecciated zones have been altered to diopsidic skarns. Pyrite and/or pyrhhotite are abundant as open space vug
infill, as blebby disseminated grains, and as veinlets. Fluorite commonly coats fractures and manganese staining was
observed in places. The core from these holes was split by diamond saw and analysed for Cu, Pb, Zn, Ag and Au by
AAS and for Sn by XRF at the AMMTEC laboratory in Burnie.

The best intersections encountered were as follows:

RRNDDH 3 encountered 3m @ 0.38% Zn between 33.2-36.2 metres and 3m @ 96 g/t Ag between 39.2-42.2 metres.

The interval 9.2-12.2m in RRNDDH 5 yielded an intersection of 3m @ 0.047% Cu and 0.107% Zn.

In drill hole RRNDDH 4, the interval 105.7-108.7m yielded an intersection of 3m @ 0.032% Sn in a skarn with traces of
euhedral pyrite and veinlets of fluorite.

Red River has now earned 50% equity in the project area, with the remaining 50% held by Iron Mountain. The Joint
Venture will now focus on the iron ore potential of the project area. Aeromagnetic data over EL 18/2007 indicates
good prospectivity for the discovery of economic magnetite deposits 30 kilometres south of Burnie Port and close to
a railway line.




12        Red River Resources Limited Annual Report 07
Fig. 7




Fig. 8


         Red River Resources Limited Annual Report 07   13
EAST KIRUP TANTALITE-TIN PROJECT, E70/2435, E70/2516 and E70/2522, SOUTH WEST
WESTERN AUSTRALIA.
The East Kirup project area contains a zone, 4 kilometres long, with the same structural orientation as the Greenbushes
tantalite-tin-lithium deposit 20 kilometres to the south. The 4 kilometre long zone, informally referred to by The
Company as the “East Kirup Shear”, has yielded laterite samples with distinctly anomalous tantalite and tin values as
well as anomalous soil copper and lead geochemistry. The exploration data indicate a good probability for the discovery
of an analogue of the Greenbushes mineralisation, a deposit containing a significant part of the world’s tantalite and
lithium resources.

On 7 August 2007, The Company announced that it had entered into a Joint Venture Agreement with Ord River
Diamonds Pty Ltd (“Ord”) on the East Kirup Project area whereby Ord may earn up to 70% equity in the project in the
following stages:

     •	   expend $250,000 within two years to earn 25%
     •	   expend a further $1,000,000 to reach an equity of 51%
     •	   complete a Bankable Feasibility Study to reach an equity of 70%.



BUNGALOW WELL URANIUM PROJECT, ELA 36/549, EASTERN GOLDFIELDS, WESTERN
AUSTRALIA.
The Bungalow Well project area is held by Uranium Oil & Gas Limited and occurs about 130 kilometres south of the
BHP Billiton Yeelirrie uranium deposit (see Fig. 9) which was deposited in a Tertiary-aged calcrete palaeochannel and
which hosts 52,000 tonnes of U3O8. Similar geology occurs at Bungalow Well within a southeasterly trending drainage
system (see Fig. 10). Recent vintage airborne radiometric surveys have recorded results over Bungalow Well that are
similar to those recorded over the channel that hosts the Yeelirrie mineralisation.

Red River Resources may earn a 40% interest in the permit by expending $500,000 on exploration over the project area
within three years from granting of the Exploration Licence.

In 1972, Le Nickel (Australia) Exploration Pty Ltd (Le Nickel) undertook an exploration program, over portion of the
Bungalow Well project area, that included ground scintillometer surveys and auger drilling. Le Nickel reported the
presence of seven locations with radioactivity recording X10 background. In four of these locations visible yellow
minerals (possibly carnotite, a uranium potassium vanadate) were recorded. Le Nickel identified 35 anomalies
and 9 indications, from which three surface sites were identified having readings of up to 4,000 ppm U (0.47%
U3O8), with showings of autunite (hydrated uranium/calcite phosphate) in cracks and concretions. Sub-surface
mineralisation was detected in three zones designated Alpha (0.25 km2), Beta (0.31 km2), and Buga 20. Values
of up to 0.2% U3O8 in auger drill samples were recorded. However, not all of the Bungalow Well tenement area
was explored and whereas at least two of the radiometric anomalies indicated by airborne data of that period were
tested, more recent airborne work has delineated anomalies to the northwest and south-southeast that justify drill
testing and contain high prospectivity.




14        Red River Resources Limited Annual Report 07
Fig. 9




Fig. 10


          Red River Resources Limited Annual Report 07   15
NORTHERN TERRITORY APPLICATIONS
SIPA JOINT VENTURE, ELA 25299 and ELA 25303

On 3 July 2006, The company announced that it had entered into an Option Agreement with Sipa Exploration NL on the
“Dorisvale Project” covering EL Applications 25299 and 24303 east of Katherine.. The application areas lie predominantly
over sedimentary rocks of the Daly River Basin and are inferred as having prime prospectivity for the discovery of economic
zinc and lead mineralisation, as well as having the potential for the discovery of uranium and gold.

Under the terms of the Agreement Sipa can proceed as follows:

Option
   •	 Payment to Red River of $5,000 secures an Option for three months commencing from the date of Sipa gaining
       access permission to the Dorisvale Project.
   •	 Data generated during the three months period will determine whether Sipa will proceed to a Farm-in Agreement.

Farm-in
    •	 Should Sipa elect to proceed to a Farm-in Agreement it will pay a further amount of $5,000 to Red River.
    •	 Sipa may then earn 70% of the Dorisvale Project by exploration expenditure of $500,000 (inclusive of expenditure
         during the Option period) within four years of the grant of the Exploration Licences).
Joint Venture
    •	 If Sipa earns a 70% interest by meeting the exploration expenditure of $500,000, a Joint Venture will be formed
         with participating interests of: Sipa 70%: Red River 30%.



NORTH AUSTRALIAN DIAMONDS JOINT VENTURE EL 25302
On 5 July 2007, The company announced that it had entered into an agreement with North Australian Diamonds Limited
(NAD) whereby Red River would be paid a consideration of $5,000 and NAD would fund exploration to pre-feasibility stage
to earn an equity of 80%, with Red River retaining 20% at that stage.

North Australian Diamonds Limited infers that the tenement area is highly prospective for the discovery of unconformity-
related uranium mineralisation along the eastern flank of the Pine Creek Orogen. Comparison to the Athabasca Basin in
Alberta, Canada suggests that there is strong likelihood of upward uranium migration from rocks of the Pine Creek Orogen,
through the unconformity, and into sandstone beds occurring within ELA 25302. Uranium is highly mobile in an oxidizing
environment and North Australian Diamonds Limited infers that there are sufficient deep tapping structures in place for
such migration to have taken place and that the area has potential to host significant uranium mineralisation.



OTHER NORTHERN TERRITORY TENEMENTS
Red River has three other current applications in the Northern Territory:
ELA 25300, ELA 25304 and ELA 26321.



WITHDRAWN PROJECTS
During the year, Red River withdrew from the Wannamal tenement E70/2444 in the south west region of Western
Australia. It also withdrew its applications for ELA 25298 and ELA 25301 in the Northern Territory.


16      Red River Resources Limited Annual Report 07
DIRECTORS’ REPORT
The Directors of Red River Resources Limited submit their report for the year ended 30 June 2007.

THE BOARD OF DIRECTORS
The names and details of the Company’s Directors in office during the financial year until the date of this report are as
follows.

DAVID ALAN ZOHAR (Date of Appointment 4/06/02)
BSc DipEd
Executive Director, Company Secretary and Commercial Manager
David Zohar has undertaken undergraduate studies in Geology and post graduate studies in Accountancy and
Commercial Law. He has been active in the exploration industry for over 20 years. He has been a director and/or
CEO of a number of exploration companies and has also negotiated numerous agreements with various companies
and other participants within the mining industry. He has been involved in the formation and/or listing on the ASX of
several public mining companies. Directorships of other listed public companies over the past three years are Uranium
Oil and Gas Limited and Iron Mountain Mining Limited.

JOHN KARAJAS (Date of Appointment 1/11/03)
BSc (Hons) MAIG MPESA
Managing Director
John Karajas is an exploration geologist with over 30 years of experience in both the mining and oil industries. After
graduating from the University of Western Australia with a BSc (Hons) in 1970, he gained his grounding in the mining
industry by working for mining companies, Falconbridge, Anaconda and Hanna Mining. This period extended through
to 1982 and was predominantly spent in Western Australia but included three years in Mt Isa. Commodities explored
for include nickel, copper/lead/zinc, gold, phosphate, taconitic iron ore, tin/tantalite and lignite/oil shale. Between 1982
and 1985 he gained his initial experience in oil exploration by working for Eagle Corporation and IEDC (Australia). This
period was spent in working on sedimentary basins in Western Australia and included basin studies, well-site geology,
and other duties related to oil and gas exploration.

From 1986 onwards, he has worked predominantly as a consultant/contract geologist for a wide range of mining and
oil industry clients, both within Australia and abroad. Periods of a more managerial nature have included:
1989 – 1991        Technical Director of King Mining Ltd
1992 – 1995        Technical Director of Omega Oil NL
1996 – 1997        Exploration Vice President of Icelandic Gold Corporation

He is currently a Member of the Australian Institute of Geoscientists and the Petroleum Exploration Society of Australia.
Directorships of listed public companies over the past three years are Kimberley Oil NL and Uranium Oil and Gas Limited.




                                                                            Red River Resources Limited Annual Report 07   17
GEOFF BALFE (Date of Appointment 31/8/04)
BApp Geol MAusIMM
Non-Executive Director
Geoff Balfe is a West Australian geologist with more than 30 years experience in most major commodities and with
a major focus on gold and nickel sulphides. Since 1985 Geoff has held positions of Exploration Manager/Regional
Manager with Australian Consolidated Minerals (ACM), Normandy Mining and Mining Project Investors (MPI). Geoff
was directly involved in the discovery of economic nickel sulphide deposits at Forrestania in the 1970s and at Silver
Swan in 1995. During the 1980s whilst European Exploration Manager for ACM, Geoff was responsible for discovery
of a one million ounce gold deposit in Turkey, which is in full production. Geoff has significant worldwide exploration
experience in Archaean gold and Tertiary copper-gold deposits. As Exploration Manager for MPI from 1992 to 2001
Geoff was responsible for gold, base metals and nickel sulphide exploration in Australia and a gold exploration
programme in the western US.

Directorships of listed public companies over the past three years are Midas Resources Limited (currently the Managing
Director).

Ross Gillon (Appointed 28 November 2005)
Non-Executive Director
Ross is a solicitor and a partner in the Perth legal practice of Lawton Gillon. Ross acts as the non executive Chairperson
for Red River Resources Limited.

Directorships of listed public companies over the past three years are Wedgetail Mining Limited.



COMPANY SECRETARIES
David Zohar (refer details above).

John Van Dieren (FCA) - John is a chartered accountant and is a director of Stantons International Pty Ltd, an audit
and accounting practice and Stanton Partners Corporate Pty Ltd. He was appointed a joint company secretary on 29
July 2005.

Director’s Interests in Shares and Options of the Company
As at the date of this report the relevant interest of each Director in shares and options of the Company were:

Director                   Fully Paid Ordinary Shares                     Unlisted Options over Ordinary Shares
                           Direct                Indirect                 Direct               Indirect
David Zohar                4,500,001             6,000,457                -                    8,000,000
John Karajas               5,150,000             4,150,000                500,000              -
Ross Gillon                -                     250,000                  -                    -
Geoffrey Balfe             -                     -                        -                    1,000,000




18      Red River Resources Limited Annual Report 07
Principal Activities
The principal activity of the Company during the course of the financial year was mineral exploration.

Dividends
No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.

Results of Operations
The Company made a loss after tax of $911,886 (2006, $1,355,512). No dividends were paid and the directors have
not recommended the payment of a dividend.

Operating and Financial Review
Financial
   •	 The Company in June 2007 issued a prospectus relating to a 1 for 2 non renounceable share rights issue
         (and one free attached share option for every two shares applied for). As a result of the issue, funds were
         received in July 2007 (to 31 July 2007) totalling $3,114,756 and a further 15,573,781 shares were issued and
         7,786,893 share options issued pursuant to the Rights Issue. 331,500 share options were exercised in 2006/07
         to raise $66,300.
   •	 During the year the Company spent approximately $486,411 on administration and corporate costs (including
         salaries) and $478,191 on exploration costs (all expensed).
   •	 Further details on financial matters are outlined in the Income Statement, Cash Flow Statement, Statement of
         Changes in Equity and Balance Sheet.

Operational Review
Company operations during the year comprised the following:

   •	   Feral Project, Mid West Region, Western Australia
   •	   Blythe Project, Northern Tasmania
   •	   Kaninda Well Project, Pilbara Region, Western Australia
   •	   Wongan Hills Project, Mid West Region, Western Australia
   •	   East Kirup Project, South West Region, Western Australia.




                                                                          Red River Resources Limited Annual Report 07   19
Feral Project, E70/2227, PL70/1552
On 7 September 2006, Red River announced that it had signed a Heads of Agreement with the Devereux Syndicate
whereby it could earn up to 75% equity in an area of promising iron ore mineralisation 20 kilometres south east of the
old Koolanooka iron ore mine. Red River may earn a 50% interest in exploration licence E70/2227 by expending $2
million over a period of four years from the date of the execution of the HOA and then another 25% by conducting
further exploration and evaluation up to “bankable feasibility study”. Prospecting Licence PL70/1552 was subsequently
applied for as ground protection and is part of the Joint Venture area.

Active exploration in the project area during the year ending 30 June 2007 has included:
   •	 extensive surface rock chip sampling
   •	 an aeromagnetic survey

The surface rock chip sampling has encountered ten goethite-hematite enrichment zones, carrying iron values of up
65% Fe, which have the potential to host direct shipping ore (DSO). The aeromagnetic survey confirms that the area
has very substantial magnetite potential over a strike length of 20 kilometres and with average widths of magnetite-
bearing banded iron formation of 600 metres.



Blythe Project EL6/2005, EL15/2006, EL35/2006, EL36/2006, EL37/2006 and EL18/2007
The Joint Operating Agreement with Iron Mountain Mining Limited was formalised on 10 July 2006 and Red River has
now reached 50% equity by spending $500,000 on the project. Exploration activities have included:

     •	   a detailed gravity survey over the southern parts of EL6/2005 and EL15/2006
     •	   soil geochemical surveys over the same area
     •	   drilling of five diamond drill holes for a total of 721.7 metres in the southern part of EL5/2006.

Minor base metal and tin mineralisation was encountered. Other targets have yet to be tested. The Red River/Iron
Mountain Joint Venture is now focussed on the iron ore potential of the area with most promising being magnetite
occurrences close to a railway line in EL18/2007.




20        Red River Resources Limited Annual Report 07
Kaninda Well Project EL08/1350, EL47/1309 and ELA47/1707
Exploration has included:
   •	 a soil geochemical survey
   •	 surface rock chip sampling
   •	 an aeromagnetic survey

Aeromagnetic data shows that the project hosts an extensive zone of magnetite-bearing rock, 30 kilometres long,
designated by Red River as the “Miaree Magnetite Trend”. The aeromagnetic data shows that this zone has a similar
aeromagnetic field strength as the Cape Lambert magnetite deposit 60 kilometres to the east. The host geological
formation at both Cape Lambert and over Miaree is the Cleaverville Formation and the average magnetite grade at
Cape Lambert is 40-45%. Geophysical similarity suggests that similar magnetite grades can be found at Miaree. Surface
rock chip sampling over the Miaree Magnetite Trend has also encountered zones of goethite/hematite enrichment with
the potential to host economic DSO deposits.

On 25 May 2007 Red River announced that it had entered into a Heads of Agreement with Iron Mountain Mining
Limited whereby Iron Mountain could earn up to 70% of the iron ore rights in the Kaninda Well tenements as well as
in the Wongan Hills tenements (see below) for the combined expenditure of $4.75 million. The Joint Venture is subject
to approval by the shareholders of both companies subsequent to the preparation of an Independent Expert’s report
stating that the transaction is “fair and reasonable”. The proposed Joint Venture is a “related party” transaction as Mr
David Zohar is a Director and major shareholder of both companies.



Wongan Hills E70/2437, E70/2443 and E70/2728
The focus of exploration on this area is now iron ore under the same terms for the proposed Joint Venture with Iron
Mountain Mining detailed above. Preliminary surface rock chip sampling indicates prospectivity for the delineation of
significant tonnages of pisolitic iron ore.




                                                                           Red River Resources Limited Annual Report 07   21
East Kirup E70/2435, E70/2516 and E70/2522
Exploration during the year included an extensive geochemical survey comprised of soil sampling, rock chip sampling
and stream sediment sampling. Results confirm that the “East Kirup Shear” in the western part of E70/2435 holds
good prospectivity for the discovery of Greenbushes style tantalite and tin mineralisation.



INACTIVE PROJECTS
Northern Territory EL 25209 and EL 25303
These tenements are under application. On granting, Sipa Resources Limited will be the operator.

Northern Territory EL 25302
Tenement is under application. On granting, Northern Australian Diamonds will be the operator.

Northern Territory EL 25300, EL 25304 and EL 26321
Tenements are under application.

Bungalow Well EL 36/549, Western Australia
Tenement is under application and is subject to an Aboriginal land claim.



WITHDRAWN TENEMENTS
Wannamal E70/2444, Western Australia
EL 25298 and EL 25301, Northern Territory




22      Red River Resources Limited Annual Report 07
TENEMENT SCHEDULE
The company has an interest in the following tenements

                                                                                                             Minimum
 Tenement      Holders                                                                          Rent       Expenditure
 Name          (Shares)                   Area Blocks       Grant Date   Expiry Date              ($)               ($)
 E 70/2437     Red River Resources Ltd    25               15/01/2004    14/01/2009           $2,475          $22,500
 E 70/2443     Red River Resources Ltd    35               15/01/2004    14/01/2009           $3,465          $31,500
 E70/2728      Red River Resources Ltd    16               14/06/2005    13/06/2010           $1,680          $20,000
 E 08/1350     Red River Resources Ltd    37                23/6/2006     22/6/2011           $3,887          $37,000
 E 47/1309     Red River Resources Ltd    64                  Pending                         $6,152
 E 70/2435     Red River Resources Ltd    16                 8/3/2006      7/3/2011           $1,603           $20,000
 E 70/2516     Red River Resources Ltd    18                 8/3/2006      7/3/2011           $1,826           $20,000
 E 70/2522     Red River Resources Ltd    8                  8/3/2006      7/3/2011             $811           $20,000
 EL6/2005      Iron Mountain Mining Ltd   22 sq km           8/9/2005      8/9/2010             $908           $10,000
 EL15/2006     Iron Mountain Mining Ltd   30 sq km          27/6/2006     26/6/2011           $1,238           $10,000
 ELA25299      David Alan Zohar           288 sub blocks      Pending           N/A              N/A               N/A
 ELA25300      David Alan Zohar           300 sub blocks      Pending           N/A              N/A               N/A
 ELA25302      David Alan Zohar           482 sub blocks      Pending           N/A              N/A               N/A
 ELA25303      David Alan Zohar           442 sub blocks      Pending           N/A              N/A               N/A
 ELA25304      David Alan Zohar           375 sub blocks      Pending           N/A              N/A               N/A
 ELA36/549     Helen Ansell               34 blocks           Pending           N/A              N/A               N/A
 EL35/2006     Red River Resources        89 sq km           27/02/07    26/02/2012           $1,837           $17,800
 EL36/2006     Red River Resources Ltd    26 sq km           27/02/07    26/02/2012             $743           $10,000
 EL37/2006     Red River Resources Ltd    57 sq km           27/02/07    26/02/2012           $1,176           $11,400
 EL18/2007     Red River Resources Ltd    103 sq km        11/07/2007    10/07/2012           $2,125           $20,600
 ELA70/1552    Red River Resources Ltd    231.827 ha          Pending           N/A              N/A               N/A
 E70/2227      Paloma Holdings Pty Ltd    21               20/04/2007    19/04/2007           $8,821           $70,000
               and others                                                (Renewal Pending)
 E471/701      Red River Resources Ltd    16                  Pending               N/A            N/A              N/A




                                                                     Red River Resources Limited Annual Report 07    23
Number of Employees
The Company had two employees as at 30 June 2007. It has two executive employees, Messrs Karajas and Zohar,
although Mr Zohar has ceased such position from mid July 2007. The Company employs part time staff from time to
time depending on the exploration programmes in place.

Risk Management
The board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that
activities are aligned with the risks and opportunities identified by the board.
The Company believes that it is crucial for all board members to be a part of this process, and as such the board has
not established a separate risk management committee.
The board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with
the risks identified by the board. These include the following:

     •	   Board approval of all acquisitions/farm-ins/farm-outs of mineral projects
     •	   The receipt of regular financial information
     •	   The approval of budgets on all significant mineral projects and monitoring of budgets.

Significant Events after Balance Date
The Company post balance date has raised $3,114,756.20 (to 31 July 2007) from the 1 for 2 non renounceable share
rights issue (and 1 new free attached share option for every two shares applied for) and issued 15,573,781 shares at 20
cents each (and 7,786,893 share options). In addition 20,000 shares were issued to secure access to land and a total of
13,750 share options have been subsequently exercised.

Other than for the above, there have been no significant events subsequent to balance date and to the date of this
Directors Report.

Likely Developments and Expected Results
Likely developments in the operations of the Company and the expected results of those operations have not been
included in this report as the Directors believe, on reasonable grounds, that the inclusion of such information would
be likely to result in unreasonable prejudice to the Company. The Company is to continue to explore for metals on its
properties and seek new properties for exploration and evaluation.

Share Options
As at 1 August 2007, there were 31,164,643 options over unissued ordinary shares. During the year no new options
were granted. Refer to note 11 of the Financial Statements for further details of the options outstanding. All options
are exercisable at 20 cents each, on or before 31 March 2010.

331,500 options have been exercised to 30 June 2007 upon the payment of a total of $66,300. Since 30 June 2007, a
further 13,750 share options have been exercised and 7,786,893 share options issued under the rights issue to 31July
2007. As at 1 August 2007, the number of share options outstanding is 31,164,643.

No person entitled to exercise any of the above options had or has any right, by virtue of the option, to participate in
any share issue of any other body corporate.




24        Red River Resources Limited Annual Report 07
Directors’ Meetings
The following table sets out the number of meetings of the Company’s Directors held while each Director was in office
and the number of meetings attended by each Director:

Board Meetings

                                   Number of                Number of
Director                         meetings held       meetings attended
David Zohar                                  4                       4
John Karajas                                 4                       4
Ross Gillon                                  4                       4
Geoffrey Balfe                               4                       4




                                                                         Red River Resources Limited Annual Report 07   25
REMUNERATION REPORT

Remuneration policy
The Company’s policy for determining the nature and amount of emoluments of board members and senior executives
are as follows:

Executive Remuneration
The Company’s remuneration policy for executive directors is designed to promote superior performance and long term
commitment to the Company. Executives receive a base salary which is market related. Overall remuneration policies
are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions
where it is in the best interests of the Company and its shareholders to do so. The Board’s reward policy reflects its
obligation to align executive’s remuneration with shareholders’ interests and retain appropriately qualified executive
talent for the benefit of the Company. The main principles of the policy are:

     •	   Reward reflects the competitive market in which the Company operates
     •	   Individual reward should be linked to performance criteria; and
     •	   Executives should be rewarded for both financial and non-financial performance.

Non- Executive Remuneration
Shareholders approve the maximum aggregate remuneration for non-executive directors. The Board recommends the
actual payments to directors. The maximum aggregate remuneration approved for non-executive directors is currently
$100,000. All directors are entitled to have any indemnity insurance paid by the Company (currently nil). Currently
each non-executive director is entitled to receive $30,000 per annum.

The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed
to attract the highest calibre of executives and reward them for performance that results in long-term growth in
shareholder wealth. Executives are also entitled to participate in the employee share and option arrangements. The
executive directors and executives receive a superannuation guarantee contribution required by the government, which
is currently 9%, and do not receive any other retirement benefits. All remuneration paid to directors and executives
is valued at the cost to the company and expensed. Options are valued using either the Black-Scholes or binomial
methodologies.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The board determines payments to the non-executive directors and reviews their
remuneration annually, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting (currently $100,000). Fees for non-executive directors are
not linked to the performance of the Company. However, to align directors’ interests with shareholder interests, the
directors are encouraged to hold shares in the Company and are able to participate in an employee option plan (none
adopted to date).




26        Red River Resources Limited Annual Report 07
Performance based remuneration
The Company currently has no performance based remuneration component built into director and executive
remuneration packages.

Company performance, shareholder wealth and directors’ and executives’ remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors and
executives. Currently, this is facilitated through the issue of options to the majority of directors and executives to
encourage the alignment of personal and shareholder interests. The company believes this policy will be effective in
increasing shareholder wealth. At commencement of mine production, performance based bonuses based on key
performance indicators are expected to be introduced. For details of directors and executives interests in options at year
end, refer note 13 of the financial statements.

Directors and Executive Officers Emoluments (Key Management Personnel)
Disclosures relating to directors and executive officers (key personnel) emoluments are outlined below and in note 13
to the financial statements. To date, no options have been issued to directors as part of remuneration. Details on
employment contracts with key management personnel are outlined in note 13 to the financial statements.



2007
                          Post-employment                                          Equity (Share Based)
               Cash salary and director fees             Super        Options                    Shares                Total
Name                                       $                 $              $                         $                    $
David Zohar                                -            90,000              -                         -               90,000
John Karajas                        150,000             13,500              -                         -              163,500
Geoffrey Balfe                       30,000              2,700              -                         -               32,700
Ross Gillon                          30,000                  -              -                         -               30,000

The fees of Ross Gillon in 2006/07 and 2005/06 were paid to a legal firm of which he is a partner in.

2006
                            Post-employment                                         Equity (Share Based)
                          Cash salary and fees           Super        Options                    Shares                Total
Name                                         $               $              $                         $                    $
David Zohar                             57,339          34,473              -                          -              91,812
John Karajas                           145,565          12,438              -                          -             158,003
Alan Flavelle                           11,613           1,045              -                          -              12,658
Geoffrey Balfe                          29,113           2,620              -                          -              31,733
Peter Waltham                           11,613           1,045              -                          -              12,658
Ross Gillon                             17,500               -              -                          -              17,500




                                                                           Red River Resources Limited Annual Report 07   27
Environmental Regulation and Performance
So far as the Directors are aware, there have been no significant breaches of environmental conditions of the
Company’s exploration licences.

Indemnification and Insurance of Directors
There is currently no Directors’ and Officers’ Insurance.

Proceedings on Behalf of Company
No person has applied for leave of Court 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.

Auditor
BDO Kendalls Audit and Assurance (WA) continue in office in accordance with section 327 of the
Corporations Act 2001.

Non-Audit Services
No non audit services were provided by the auditors or entities associated with the auditors.

Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2007 has been received and is set out
on page 53.

Signed in accordance with a resolution of Directors dated this 6 day of August 2007




John Karajas
Managing Director




28      Red River Resources Limited Annual Report 07
INCOME STATEMENT
For the year ended 30 June 2007

                                                                       Note              2007 $                  2006 $


REVENUES from Continuing Activities                                         2
Interest Income                                                                          53,812              100,962
Other income                                                                                     -                     -
Total Revenue                                                                            53,812              100,962


Expenditure from Continuing Activities
Administration                                                                          162,211              191,183
Exploration costs                                                                       478,191              934,383
Depreciation                                                                               1,096                  1,621
Employment costs (including directors)                                                  324,200              329,287


(Loss) before Income Tax                                                              (911,886)          (1,355,512)
Income tax expense                                                          3                    -                     -


NET (LOSS) ATTRIBUTABLE TO MEMBERS                                                    (911,886)         (1,355,512)


Basic loss per share (cents)                                                               (1.99)                  (3.0)



The accompanying notes form part of these financial statements.




                                                                  Red River Resources Limited Annual Report 07       29
BALANCE SHEET
As at 30 June 2007

                                                                  Note         2007          2006
                                                                                  $             $

CURRENT ASSETS
Cash and cash equivalents                                          4        489,927     1,425,493
Trade and other receivables                                        5         13,823        15,540
Prepayments                                                        7              -             -

TOTAL CURRENT ASSETS                                                        503,750     1,441,033

NON-CURRENT ASSETS
Mining Bonds                                                                 23,820             -
Deferred mineral acquisition costs                                 6              -             -
Fixed assets                                                       8          3,953         5,049

TOTAL NON-CURRENT ASSETS                                                     27,773         5,049

TOTAL ASSETS                                                                531,523     1,446,082

CURRENT LIABILITIES
Trade and other payables                                           9         57,664       134,637
Provisions                                                         10        12,500         4,500

TOTAL CURRENT LIABILITIES                                                    70,164       139,137

TOTAL LIABILITIES                                                            70,164       139,137

NET ASSETS                                                                  461,359     1,306,945

EQUITY
Issued capital                                                     11      3,495,901     3,429,601
Option reserve                                                     12         39,512        39,512
Accumulated losses                                                 12    (3,074,054)   (2,162,168)

TOTAL EQUITY                                                                461,359     1,306,945



The accompanying notes form part of these financial statements.




30      Red River Resources Limited Annual Report 07
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2007

                                                     Issued Share Accumulated                Option
                                                          Capital     (Losses)              Reserve                 Total
2007                                                            $           $                     $                     $

Balance at 1 July 2006                                  3,429,601    (2,162,168)              39,512          1,306,945
(Loss) for the year                                             -      (911,886)                   -           (911,886)
Shares issued during the year                              66,300              -                   -              66,300
Options issued for services                                     -              -                   -                   -
Balance as at 30 June 2007                              3,495,901    (3,074,054)              39,512             461,359



2006

Balance as at 1 July 2005                                 698,711      (806,656)              15,118            (92,827)
(Loss) for the year                                              -   (1,355,512)                   -        (1,355,512)
Shares issued during the year                           3,174,700              -                   -          3,174,700
Capital raising costs                                    (443,810)             -              24,394           (419,416)
Options issued for services                                      -             -                   -                   -
Balance as at 30 June 2006                              3,429,601    (2,162,168)              39,512          1,306,945



The accompanying notes form part of these financial statements.




                                                                     Red River Resources Limited Annual Report 07     31
CASH FLOW STATEMENT
For the year ended 30 June 2007

                                                                           Note         2007          2006
                                                                                           $             $

CASH FLOWS FROM OPERATING ACTIVITIES
Payments for exploration and evaluation                                            (552,082)     (861,486)
Payments to suppliers and employees                                                (491,826)     (527,293)
Interest received                                                                      53,812      100,962
Bonds and deposits                                                                   (23,820)            -
Tax refund                                                                                 52            -
Goods and services tax (paid) / received                                               11,998       29,873

NET CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES                        20    (1,001,866)   (1,257,944)

CASH FLOWS FROM INVESTING ACTIVITIES
Payment for plant and equipment                                                             -       (4,155)

NET CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES                                        -       (4,155)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares and options / capital received in advance              66,300       652,700
Payment of share issue costs                                                               -     (200,879)
Loans from director related entities (repaid)                                              -       (45,000)



NET CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES                                  66,300       406,821

NET INCREASE / (DECREASE) IN CASH HELD                                             (935,566)     (855,278)
Cash and cash equivalents at the beginning of the financial year
                                                                                   1,425,493     2,280,771



CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR                  4        489,927     1,425,493



The accompanying notes form part of these financial statements.




32      Red River Resources Limited Annual Report 07
NOTE TO THE FINANCIAL STATEMENTS
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  The financial report in Australian dollars is a general purpose financial report which has been prepared in accordance
  with Australian Accounting Standards, including the Australian equivalents of International Financial Reporting
  Standards, authoritative pronouncements of the Australian Accounting Standards Board (including Australian
  Interpretations), and the Corporations Act 2001. Red River Resources Limited is incorporated in Australia and is
  listed on the Australian Securities Exchange. The financial report of Red River resources Limited for the year ended
  30 June 2007 was authorised for issue in accordance with a resolution of the directors on 6 August 2007.

  Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards
  (A-IFRS). Compliance with AIFRSs ensures that the financial report comprising Red River’s financial statements and
  notes comply with IFRS.

  In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the
  Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current
  annual reporting period. The adoption of these new revised Standards and Interpretations has not resulted in any
  material changes to the Company’s accounting policies. At the date of authorisation of the financial report, the
  following Standards and Interpretations were in issue but not yet effective:

  	 		
  •      A
         	 ASB	7	“Financial	Instruments:		 	      Effective	for	annual	reporting	periods
         Disclosures’ and consequential           beginning on or after 1 January 2007
         amendments to other accounting
         standards resulting from its issue.

  •		    A
         	 ASB	101”Presentation	of	Financial	     Effective	for	reporting	periods
         Statements” – revised standard           beginning on or after 1 January 2007

  •	     I
         	nterpretation	10	“Interim	Financial	    Effective	for	annual	reporting	periods	
         Reporting and Impairment                 beginning on or after 1 November 2006

  The financial report of the Company also complies with International Financial Reporting Standards.

  The financial statements have been prepared on an accruals basis and on the basis of historical costs and do not
  take into account changing money values or, except where stated, current valuations of non-current assets. The
  financial statements have been prepared on a going concern basis. The Company in June 2007 announced a non
  renounceable 1 for 2 rights issue and as at 31 July 2007, the Company has received $3,114,756 from the rights
  issue (all post 30 June 2007).

  The preparation of the financial statements requires management to make judgements, estimates and assumptions
  that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
  expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on
  an on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised



                                                                         Red River Resources Limited Annual Report 07   33
     and in any future reporting periods affected. The policies affected for the Company include estimates for employee
     entitlements, share based compensation payments, provisions and contingencies and utilisation of tax losses.

     The following is a summary of the significant accounting policies adopted by the Company in the preparation of the
     financial statements.

     The accounting policies have been consistently applied, unless otherwise stated.

a) Exploration and Evaluation Expenditure
   Exploration and evaluation expenditure incurred is written off as incurred. Acquisition expenditure is accumulated
   in respect of each identifiable area of interest held in the name of the Company. These acquisition costs are only
   carried forward to the extent that they are expected to be recouped through the successful development or sale
   of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of
   the existence of economically recoverable reserves. Accumulated acquisition costs in relation to an abandoned
   area are written off in full against profit in the year in which the decision to abandon the area is made. Where
   the abandoned area has previously been revalued, the previous revaluation increment is reversed against the Asset
   Revaluation Reserve.

     When production commences, the accumulated acquisition and development costs for the relevant area of interest
     are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
     Any costs of site restoration are provided for during the relevant production stages and included in the costs of that
     stage.

     A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry
     forward costs in relation to that area of interest.

b) Impairment of assets
   At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine
   whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable
   amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the
   assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income
   statement. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where
   it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable
   amount of the cash-generating unit to which the asset belongs.




34       Red River Resources Limited Annual Report 07
c) Property, Plant & Equipment
   Each asset of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated
   depreciation and impairment losses. Plant and equipment are measured on the cost basis less depreciation and
   impairment losses.

   Depreciation
   Items of property, plant and equipment are depreciated using the diminishing value method over their estimated
   useful lives to the Company. The depreciation rates used for each class of asset for the current period are as follows:

   •	   Furniture & Fittings         20%
   •	   Computer Equipment           40%

   Assets are depreciated from the date the asset is ready for use. The assets’ residual values and useful lives are
   reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down
   immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
   amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
   gains and losses are included in the income statement. When revalued assets are sold, amounts included in the
   revaluation reserve relating to that asset are transferred to retained earnings.

d) Income Tax
   The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or
   disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the
   balance sheet date.

   Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
   between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred
   income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination,
   where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are
   expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income
   statement except where it relates to items that may be credited directly to equity, in which case the deferred tax
   is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that
   future tax profits will be available against which deductible temporary differences can be utilised.

   The amount of benefits brought to account or which may be realised in the future is based on the assumption
   that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will
   derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
   deductibility imposed by the law.




                                                                             Red River Resources Limited Annual Report 07   35
e) Employee Benefits
   i. Wages and salaries, annual leave and sick leave
      Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
      expected to be settled within12 months of the reporting date are recognised in other creditors in respect of
      employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
      liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
      measured at the rates paid or payable.

     ii. Long service leave
         The liability for long service leave expected to be settled within 12 months of the reporting date is recognised
         in the provision for employee benefits and is in accordance with (i) above. The liability for long service leave
         expected to be settled more than 12 months from the reporting date is recognised in the provision for employee
         benefits and is measured as the present value of expected future payments to be made in respect of services
         provided by employees up to the reporting date. Consideration is given to expected future wage and salary
         levels, experience of employee departures and periods of service. Expected future payments are discounted
         using market yields at the reporting date on national government bonds with terms to maturity and currency
         that match, as closely as possible, the estimated future cash outflows.

f) Share-based payments
   The Company provides benefits to employees (including directors) of the Company in the form of share-based
   payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-
   settled transactions’). The cost of these equity-settled transactions with employees is measured by reference to the
   fair value at the date at which they are granted. The fair value is determined by an internal valuation using a Black-
   Scholes option pricing model. The cost of equity-settled transactions is recognised, together with a corresponding
   increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which
   the relevant employees become fully entitled to the award (‘vesting date’).
   The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects
   (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the
   directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance
   date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these
   conditions is included in the determination of fair value at grant date.
   No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional
   upon a market condition.
   Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
   expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for
   the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new
   award are treated as if they were a modification of the original award.

g) Cash and Cash Equivalents
   For the purpose of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market
   investments readily convertible to cash within three months, net of outstanding bank overdrafts.




36       Red River Resources Limited Annual Report 07
h) Revenue Recognition
   Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the
   revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is
   recognised.

   Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
   financial assets.

i) Issued Capital
   Ordinary issued share capital is recognised at the fair value of the consideration received by the Company. Any
   transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction in share
   proceeds received.

j) Trade and other payables
   Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be
   paid in the future for goods and services received, whether or not billed to the Company. Payables to related parties
   are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual
   basis.

k) Joint Ventures
   Interest in the joint venture operation is brought to account by including in the respective classifications, the share
   of individual assets employed and share of liabilities and expenses incurred.

l) Leases
   Leases are classified at their inception as either operating or finance leases based on the economic substance of the
   agreement so as to reflect the risks and benefits incidental to ownership.

   Operating leases
   The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks
   and benefits of ownership of the leased item, are recognised as an expense on a straight line basis.

m) Earnings per Share
   i. Basic earnings per share
      Basic earnings per share is determined by dividing net profit after income tax attributable to members of the
      Company, excluding any costs of service equity other than ordinary shares, by the weighted average number
      of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued
      during the year.

   ii. Diluted earnings per share
       Diluted earnings per share adjusts the figure used in the determination of basic earnings per share to take
       into account the after income tax effect of interest and other financial costs associated with dilutive potential
       ordinary shares and the weighted average number of shares assumed to have been issued for no consideration
       in relation to dilutive potential ordinary shares.




                                                                             Red River Resources Limited Annual Report 07   37
                                                                                      2007          2006
                                                                                         $             $
2 REVENUE AND EXPENSE FROM CONTINUING ACTIVITIES
     The operating results before income tax has been determined after:
     Revenues From Continuing Activities
        Interest received                                                           53,812       100,962
                                                                                    53,812       100,962

     Expenses from Continuing Activities
       Depreciation                                                                  1,096         1,621
        Exploration costs                                                          478,191       934,383
        Administration costs                                                       162,211       191,183
        Employment costs                                                           324,200       329,287

3 INCOME TAX
     Net (Loss) before tax                                                        (911,886)   (1,355,512)
     Prima facie tax benefit at 30%                                               (273,565)     (406,654)
     Tax effect of permanent differences
        Non-deductible option based payment                                              -             -
        Other non-deductible expenses                                                    -             -
     Deferred tax benefit not brought to account                                   273,565       406,654
                                                                                         -             -

     Income Tax Loss
     Deferred tax asset arising from tax losses of the Company not brought to
     account at balance date as realisation of the benefit is not regarded as
     highly probable.                                                              983,070       688,600

     The benefit for tax losses will only be obtained if:
     (i) the company derives future assessable income of a nature and amount
           sufficient to enable the benefit from the tax losses to be realised;
     (ii) the company continues to comply with the conditions for deductibility
           imposed by tax legislation; and
     (iii) no changes in tax legislation adversely affect the company realising
           the benefit from the deductions for the losses.

Deferred tax Assets (at 30%) not bought to account as at 30 June 2007 are
made up of:
    •	 Tax losses                                                                   983,070      688,600
    •	 Provisions and accruals                                                        9,900         7,065
    •	 Capital raising costs                                                         72,600       96,648
    •	 Prepayments                                                                        -       (1,491)
                                                                                  1,065,570      790,822
     Deferred tax liabilities at 30 June 2007 are nil (2006 $nil).




38       Red River Resources Limited Annual Report 07
                                                                                  2007                2006
                                                                                     $                   $
4 CASH AND CASH EQUIVALENTS
  Cash at bank                                                                 85,780              12,132
  Cash funds on short term deposit                                            404,147           1,413,361
                                                                              489,927           1,425,493



5 TRADE AND OTHER RECEIVABLES
  Goods and services tax refund                                                 13,501              15,488
  Other Receivables                                                                322                  52
                                                                                13,823              15,540



6 DEFERRED MINERAL ACQUISITION COSTS
  Expenditure incurred on exploration (expensed as incurred)                           -                      -

7 PREPAYMENTS
  Prepaid advances                                                                     -                      -

8 FIXED ASSETS
  Computer and sundry plant and equipment, at cost                                7,155               7,155
  Accumulated depreciation                                                      (3,202)             (2,106)
                                                                                  3,953               5,049
  Movements during the year
  Opening balance                                                                 5,049               3,670
  Acquisitions                                                                        -               3,000
  Depreciation                                                                  (1,096)             (1,621)
  Closing balance                                                                 3,953               5,049



9 TRADE AND OTHER PAYABLES
  Trade creditors and accruals                                                  57,664            134,637
                                                                                57,664            134,637

10 PROVISIONS
  Employee entitlements                                                         12,500               4,500




                                                               Red River Resources Limited Annual Report 07       39
                                                                                          2007             2006
                                                                                             $                $
11 ISSUED CAPITAL
a) Issued and Paid Up Capital
   46,050,003 (2006: 45,723,503) fully paid ordinary shares                          3,495,901        3,429,601



b) Movement of fully paid ordinary shares during the period were as follows:
                                                                                           2007
                                                                                    Number of                  $
                                                                                       Shares

     At 1 July 2006                                                                 45,723,503        3,429,601
     Share options exercised                                                           331,500           66,300
     Less: Share Issue expenses                                                              -                -
     At 30 June 2007                                                                46,055,003        3,495,901



c) Movement of fully paid ordinary shares during the 2005/06 year were as follows:
                                                                                           2006
                                                                                    Number of                  $
                                                                                       Shares

     At 1 July 2005                                                                 29,850,003           698,711
     Shares issued for cash pursuant to a prospectus                                14,611,000        2,922,200
     Shares issued to extinguish liabilities                                         1,220,000           244,000
     Share options exercised                                                            42,500             8,500
     Less: Share Issue expenses                                                              -         (443,810)
     At 30 June 2006                                                                45,723,503        3,429,601



d) Share Options
   The Company has on issue as at 30 June 2007, 23,391,500 options excercisable at 20 cents at year end over
   unissued shares. The Options are exercisable at 20 cents each, on or before 31 March 2010. Since 30 June 2007
   and to 1 August 2007, a further 13,750 share options have been exercised and a further 7,786,893 share options
   issued under the non renounceable rights issue.

e) Terms and Conditions of Issued Capital
   Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
   number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called,
   otherwise each shareholder has a vote on a show of hands.




40       Red River Resources Limited Annual Report 07
                                                                                             2007                2006
                                                                                                $                   $
12 RESERVES AND ACCUMULATED LOSSES

   Accumulated Losses
   Accumulated losses at the beginning of the financial year                           2,162,168             806,656
   Net loss for the year                                                                 911,886           1,355,512
   Accumulated losses at the end of the financial year                                 3,074,054           2,162,168

   Option Reserve
   Balance at the beginning of the year                                                    39,512              15,118
   Increase on option based payments                                                            -              24,394
   Balance at end of year                                                                  39,512              39,512

   The Option Reserve is used to recognize the fair value of options issued. In 2005/06, there were 250,000 options
   issued to a sponsoring broker to the initial public offering and the value ascribed was $24,394.



13 KEY MANAGEMENT PERSONNEL DISCLOSURES
a) The Directors of Red River Resources Limited during the financial year and prior financial year were:

   David Zohar
   John Karajas
   Alan Flavelle       (resigned 28 November 2005)
   Geoffrey Balfe
   Peter Waltham       (resigned 28 November 2005)
   Ross Gillon         (appointed 28 November 2005)

There are no other key management personnel.

b) Directors’ and Executive Officers’ Emoluments
   The Board of Directors is responsible for determining and reviewing compensation arrangements for the directors
   and the executive team. The Board assesses the appropriateness of the nature and amount of emoluments of such
   officers on a periodic basis by reference to relevant employment market conditions with the overall objective of
   ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.

   To assist in achieving these objectives, the Board links the nature and amount of Executive Directors’ and officers’
   emoluments to the Company’s financial and operational performance. Details regarding the issue of share options
   are provided below.

   Executives are those directly accountable and responsible for the operational management and strategic direction of
   the Company.




                                                                          Red River Resources Limited Annual Report 07   41
c) The emoluments of each Director are as follows:

     2007
                                      Post-employment                                                   Equity
                                    Cash salary and fees           Super          Options     Shares     Total
     Name                                              $               $                $          $         $
     David Zohar                                       -          90,000                -          -    90,000
     John Karajas                                150,000          13,500                -          -   163,500
     Geoffrey Balfe                               30,000           2,700                -          -    32,700
     Ross Gillon                                  30,000               -                -          -    30,000

     The fees of Ross Gillon are paid to a legal firm of which Ross Gillon is a partner in.



     2006
                                      Post-employment                                                   Equity
                                    Cash salary and fees           Super          Options     Shares     Total
     Name                                              $               $                $          $         $
     David Zohar                                  57,339          34,473                -          -    91,812
     John Karajas                                145,565          12,438                -          -   158,003
     Alan Flavelle                                11,613           1,045                -          -    12,658
     Geoffrey Balfe                               29,113           2,620                -          -    31,733
     Peter Waltham                                11,613           1,045                -          -    12,658
     Ross Gillon                                  17,500               -                -          -    17,500



                                                        The Company
                                                       2007         2006
                                                          $            $
     Short-term                                     210,000      272,743
     Post employment                                106,200       51,621
     Other long-term                                      -            -
     Termination benefits                                 -            -
     Share-based payment                                  -            -
                                                    316,200      324,364




42        Red River Resources Limited Annual Report 07
d) Service Agreements and remuneration commitments

   The Company has two executive service agreements that came into affect from the date the Company was granted
   a listing on the ASX on 15 July 2005. John Karajas has a two year contact at the rate of $150,000 per annum plus
   statutory superannuation and David Zohar has a two year contact at the rate of $90,000 per annum plus statutory
   superannuation.

   As at 30 June 2007, the outstanding commitments under the two agreements to the key management personnel
   are as follows:

                                               The Company
                                        2007                    2006
                                           $                       $
   Due within 1 year                  10,562                 261,600
   Due 1 to 2 years                        -                  10,162
   Total                              10,562                 271,762

   The amounts payable to Mr Karajas are to continue for the time being at the same rate as noted above post 15 July
   2007. Mr Zohar is to receive a reduced salary of $2,500 per month from 16 July 2007.

e) At balance date the relevant interest of each Director in ordinary fully paid shares and options of the
   Company were:

                                                       Fully Paid Ordinary Shares
                                  Balance at
                                beginning of         Shares Issued –     Transfers/ Ceasing                   Balance at
   Director
                                    the year                   Direct       to be a director                30 June 2007

   David Zohar                    10,000,001                        -                 500,457                  10,500,457
   John Karajas                    9,300,000                        -                       -                   9,300,000
   Geoffrey Balfe                          -                        -                       -                           -
   Ross Gillon                       250,000                        -                       -                     250,000



                                                              Share Options
                                  Balance at
                                beginning of         Shares Issued –     Transfers/ Ceasing                   Balance at
   Director
                                    the year                   Direct       to be a director                30 June 2007

   David Zohar                     8,547,500                        -                           -                8,547,500
   John Karajas                      500,000                        -                           -                  500,000
   Geoffrey Balfe                  1,000,000                        -                           -                1,000,000
   Ross Gillon                             -                        -                           -                        -




                                                                        Red River Resources Limited Annual Report 07    43
                                                                                            2007             2006
                                                                                               $                $
14 AUDITORS’ REMUNERATION
     Amounts received or due and receivable by the auditors of Red River
     Resources Limited for:
     -   an audit or review of the financial statements of the entity                     18,895           16,410
     -   other services                                                                        -                -
                                                                                          18,895           16,410



15 SIGNIFICANT EVENTS AFTER BALANCE DATE
     Subsequent to 30 June 2007 and to 1 August 2007, the Company has issued 15,573,781 shares and 7,786,893
     share options as a result of its 1 for 2 non renounceable rights issue announced in June 2007 and 20,000 shares
     as compensation for land access. In addition a further 13,750 share options have been exercised at 20 cents each
     to raise a further $2,750. Other than for the capital raisings, there have been no significant evens subsequent to
     balance date and to the date of signing the Directors Declaration.



16 SEGMENT INFORMATION
     The Company operates in the mineral exploration industry in Australia only.



17 RELATED PARTY TRANSACTIONS
a) Directors
   The directors of Red River Resources Limited during the financial period were:-
   •	 David Zohar
   •	 John Karajas
   •	 Geoffrey Balfe
   •	 Ross Gillon

b) Related party transactions during the year.
   Refer note 23 below for conditional joint venture with Iron Mountain Mining Limited, a company in which
   Mr D Zohar is a shareholder in and director thereof.




44       Red River Resources Limited Annual Report 07
18 CAPITAL AND LEASING COMMITMENTS
  The following expenditure is required to maintain the exploration tenements over which the Company has an
  interest in:

                                                                                                        Minimum
Tenement       Holders                                                                           Rent Expenditure
Name           (Shares)                    Area Blocks      Grant Date   Expiry Date               ($)         ($)
E 70/2437       Red River Resources Ltd    25               15/01/2004    14/01/2009           $2,475     $22,500
E 70/2443       Red River Resources Ltd    35               15/01/2004    14/01/2009           $3,465     $31,500
E70/2728        Red River Resources Ltd    16               14/06/2005    13/06/2010           $1,680     $20,000
E 08/1350       Red River Resources Ltd    37                23/6/2006     22/6/2011           $3,887     $37,000
E 47/1309       Red River Resources Ltd    64                  Pending                         $6,152
E 70/2435       Red River Resources Ltd    16                 8/3/2006      7/3/2011           $1,603     $20,000
E 70/2516       Red River Resources Ltd    18                 8/3/2006      7/3/2011           $1,826     $20,000
E 70/2522       Red River Resources Ltd    8                  8/3/2006      7/3/2011             $811     $20,000
EL6/2005        Iron Mountain Mining Ltd   22 sq km           8/9/2005      8/9/2010             $908     $10,000
EL15/2006       Iron Mountain Mining Ltd   30 sq km          27/6/2006     26/6/2011           $1,238     $10,000
ELA25299        David Alan Zohar           288 sub blocks      Pending           N/A              N/A         N/A
ELA25300        David Alan Zohar           300 sub blocks      Pending           N/A              N/A         N/A
ELA25302        DavidAlan Zohar            482 sub blocks      Pending           N/A              N/A         N/A
ELA25303        David Alan Zohar           442 sub blocks      Pending           N/A              N/A         N/A
ELA25304        David Alan Zohar           375 sub blocks      Pending           N/A              N/A         N/A
ELA 36/549      Helen Ansell               34 blocks           Pending           N/A              N/A         N/A
EL35/2006       Red River Resources        89 sq km           27/02/07    26/02/2012           $1,837     $17,800
EL36/2006       Red River Resources Ltd    26 sq km           27/02/07    26/02/2012             $743     $10,000
EL37/2006       Red River Resources Ltd    57 sq km           27/02/07    26/02/2012           $1,176     $11,400
EL18/2007       Red River Resources Ltd    103 sq km        11/07/2007    10/07/2012           $2,125     $20,600
ELA70/1552      Red River Resources Ltd    231.827 ha          Pending           N/A              N/A         N/A
E70/2227        Paloma Holdings Pty Ltd    21               20/04/2007    19/04/2007           $8,821     $70,000
                and others                                                (Renewal Pending)
E471/701        Red River Resources Ltd    16                  Pending               N/A            N/A              N/A

  Refer note 24 for commitments under Joint Ventures. The only operating agreement relates to the lease of
  premises. As at 30 June 2007, the rental commitment, all due within one year is $nil.




                                                                      Red River Resources Limited Annual Report 07    45
19 FINANCIAL INSTRUMENTS, RISK MANAGEMENT AND POLICIES
     Interest rate risk
     The Company’s exposure to interest rate risk, which is the risk that the financial instruments value will fluctuate as
     a result of changes in market interest rates and the effective weighted average interest rate for classes of financial
     assets and financial liabilities is set out below:

                                             Weighted                   Fixed interest
                                              average      Floating    maturing in less     Non-interest
     30 June 2007                         interest rate    interest     than 1 period           bearing              Totals
                                                                  $                   $                $                  $
     Financial Assets
        Cash at bank                              5.95%    489,927                      -               -         489,927
        Receivables                                              -                      -          13,823          13,823
        Bonds and deposits                                       -                      -          23,820          23,820
     Total Financial Assets                                489,927                      -          37,643         527,570
     Financial Liabilities
        Trade and other payables                                   -                    -          57,664           57,664

     Total financial liabilities                                 -                      -           57,664         57,664
     Net Financial Assets (30 June 2007)                   489,927                      -         (20,021)        469,906



     Reconciliation of Net Financial Assets (Liabilities) to Net Assets
     Net Financial Assets                                               469,906
     Fixed assets                                                          3,953
     Provisions                                                         (12,500)
     Net equity                                                         461,359



                                             Weighted                   Fixed interest
                                              average      Floating    maturing in less     Non-interest
     30 June 2006                         interest rate    interest     than 1 period           bearing              Totals
                                                                  $                   $                $                  $
     Financial Assets
        Cash at bank                              5.40%   1,413,361                     -          12,132       1,425,493
        Receivables                                               -                     -          15,540          15,540
     Total Financial Assets                               1,413,361                     -          27,672       1,441,033
     Financial Liabilities
        Trade and other payables                                   -                    -        134,637          134,637
     Total Financial Liabilities                                   -                    -        134,637          134,637

     Net Financial Assets (30 June 2006)                  1,413,361                     -       (106,965)       1,306,396




46        Red River Resources Limited Annual Report 07
 Credit Risk
 The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance sheet date
 to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as
 disclosed in the statement of financial position and the notes to the financial statements. The Company does not
 have any material credit risk exposure to any single debtor or group of debtors under financial instruments it has
 entered into. As the Company does not have material debtors, inventories, or any other credit risk, a formal credit
 risk management policy is not maintained.

 Net Fair Values
 For all assets and liabilities, their net fair value approximates their carrying values.
 No financial assets and financial liabilities are traded on organised markets in standardised form.

                                                                                              2007                2006
                                                                                                 $                   $
20 CASH FLOW INFORMATION
  Reconciliation of the operating (loss) after tax to the net cash flows from
  operations.

  Operating loss after income tax                                                        (911,886)        (1,355,512)

  Non cash items -Issue of shares for expenses                                                   -                   -
        Depreciation                                                                         1,096               1,621
        Provisions                                                                           8,000               4,500
  Changes in assets and liabilities
  Increase in bonds                                                                       (23,820)                   -
  Increase/(Decrease) in payables                                                         (76,973)              55,641
  (Increase)/Decrease in receivables                                                         1,717              35,806

  Net cash flow from/(used in) operating activities                                   (1,001,866)         (1,257,944)

  Reconciliation of Cash
  Cash balance comprises;
  Cash at bank                                                                             85,781              12,132
  Cash on short term deposit                                                              404,146           1,413,361

                                                                                          489,927           1,425,493

 Financing facilities available
 As at 30 June 2007 the Company had no financing facilities available.

 Non Cash financing and Investing Activities
 There were no non-cash financing and investing activities in 2006/07 and in 2005/06, other than in 2005/06 the
 issue of shares to extinguish liabilities relating to consulting fees and debt of $244,000 and the issue of 250,000
 share options for capital raising costs ($24,394).




                                                                           Red River Resources Limited Annual Report 07   47
21 EMPLOYEE BENEFITS
     As at balance date there were two employees (executive directors) employed by the Company.



22 CONTINGENT LIABILITIES
     The Directors are not aware of any contingent liabilities as at 30 June 2007. Refer joint ventures in note 23.



23 JOINT VENTURES

     Blythe - Tasmania
     The Company has entered into a joint venture with Iron Mountain Mining Limited, a company associated with David
     Zohar. The Blythe River project on Exploration Licences 6/2005 and 15/2006 is located in Tasmania and is an iron
     ore, copper and base metal play. Shareholders approved the joint venture on 23 June 2006.

     Red River may earn a 60% interest in the Exploration Licences by expending $700,000 over a period of three years
     commencing from the date of the formalisation of Joint Venture in the following stages:

     Spend $100,000 to earn a minimum of 10%
     Then spend $200,000 to earn a further 20% to 30%
     Then spend $200,000 to earn a further 20% to 50%
     Then spend final $200,000 to earn 60% total.
     Red River shall reimburse all application and government fees paid by Iron Mountain, up to a maximum of $50,000
     to Iron Mountain (paid in July 2006 and accrued at 30 June 2006). Red River must maintain the tenements for
     a minimum of 2 years. Red River may withdraw at any time after they have expended $100,000. All tenements
     applied for by Red River within 10 kilometres of any JV tenement is to become part of this JV. Normal dilution to
     apply after $700,000 but Iron Mountain may pay in arrears plus interest at LIBOR plus 2% to maintain its share up
     to 4 years from the date herein. Iron Mountain may only be diluted to 10% free carried until mining feasibility if
     they do not wish to further contribute.

     Bungalow Well - Western Australia
     Red River Resources has entered enter into a Joint Venture with Uranium Oil & Gas Limited (a company in which
     D Zohar is a substantial shareholder and director of) on the Bungalow Well Uranium Project (Exploration Licence
     Application E36/549) in the North Eastern Goldfields, Western Australia. The shareholders approved the entering
     into the joint venture on 23 June 2006. The terms of the heads of Agreement are as follows:

     The Company may earn a 40% interest in the tenement by expending $500,000 on exploration over a period of 3
     years, and the Company paying to Uranium Oil and Gas $20,000 (paid in July 2006 and accrued at 30 June 2006).
     Following expenditure of $100,000 the Company shall earn a 10% interest in the tenement. Upon expenditure
     of a further $200,000 the Company shall earn a further 10% interest in the tenement. Upon the expenditure of
     a further $200,000 the Company shall earn a further 20% interest in the tenement. The Company may withdraw
     from the joint venture at any time after expending $100,000 on exploration on the tenement.




48       Red River Resources Limited Annual Report 07
Feral Iron Ore Joint venture
Red River signed a Heads of Agreement (HOA) on the “Feral Prospect”, a project whereby it can earn up to 75%
equity in an area of promising iron ore mineralisation 20 kilometres south of the Koolanooka iron ore mine in
the Mid West Region of Western Australia. Under the terms of the HOA, Red River may earn a 50% interest in
exploration licence E70/2227 by expending $2 million on exploration over a period of four years commencing from
the date of the execution of the HOA. Red River may then earn another 25% interest in the exploration licence by
conducting further exploration and evaluation up to “bankable feasibility study”.

Dorisvale Agreement
Red River Resources has entered into an Option, Farm-in and Joint Venture Agreement with Sipa Exploration NL on
EL Applications 25299 and 24303 east of Katherine in the Northern Territory. Under the terms of the Agreement
Sipa can proceed as follows:
Farm-in
•	 Should Sipa elect to proceed to a Farm-in Agreement it will pay a further amount of $5,000 to Red River.
•	 Sipa may then earn 70% of the Dorisvale Project by exploration expenditure of $500,000 (inclusive of
     expenditure during the Option period) within four years of the grant of the Exploration Licences).

Joint Venture
•	 If Sipa earns a 70% interest by meeting the exploration expenditure of $500,000, a Joint Venture will be formed
     with participating interests of: Sipa 70%: Red River 30%.Joint Venture with Iron Mountain Mining Limited

Joint Venture with Iron Mountain Mining Limited
Agreement for Iron Mountain Mining Limited to earn up to 70% of iron ore rights at two Red River project areas in
Western Australia. Under the terms of the HOA, Iron Mountain can earn up to 70% of the iron ore rights over these
tenements for a total expenditure of $4.75 million. The HOA between Red River and Iron Mountain applies to the
following tenements:
•	 Miaree Magnetite Trend: E47/1309, EL08/1350, ELA47/1707
•	 Wongan Hills: E70/2437, E70/2343, E70/2728.

Iron Mountain has the right to conduct a due diligence study for a period of thirty (30) days from execution of
the HOA. If Iron Mountain elects to proceed beyond the due diligence period, then Iron Mountain would have an
exclusive option to enter into a Joint Venture with Red River Resources, the details of which are outlined below.

As Mr David Zohar is a substantial shareholder and Director of both companies, this is a “related party transaction”
and therefore requires ratification by shareholder approval at Extraordinary General Meetings of both companies,
subject to receipt of an independent experts report stating that the proposed transaction is “fair and reasonable”.
The meetings have yet to be held as at the date of signing of the financial statements.

Under the terms of the agreement, Iron Mountain may earn an initial 25% interest in the Exploration Licences by
paying $50,000 to Red River within 7 days of the receipt of shareholder approval. Under the terms of the Joint
Venture, Iron Mountain must spend a minimum of $1.25 million on exploration within two years. It can increase its
interest to 49% by spending an additional $1.5 million, and finally to 70% by spending a further $2 million. Iron
Mountain will be operator of the Joint Venture during the period of exclusive expenditure. Iron Mountain may
withdraw from the Joint Venture at any time but will not earn any equity in the tenements if it withdraws prior to
meeting its initial $1.25 million expenditure commitment.




                                                                        Red River Resources Limited Annual Report 07   49
Directors’ Declaration


The directors of the Company declare that:
a) the financial statements and notes of the Company for the year ended 30 June 2007 are in accordance with the
   Corporations Act 2001, including:
     (i) giving a true and fair view of the Company’s financial position as at 30 June 2007 and of its performance for
         the year ended on that date; and
     (ii) complying with Accounting Standards and Corporations Regulations 2001; and
b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
   due and payable.


     The Directors have received a declaration signed by the Chief Executive Officer and Chief Financial Office stating
     that in their opinion:
     a)   that the financial reports, in all material respects, of the Company’s financial condition and operational results
          are in accordance with relevant accounting standards;
     b)   the statement given in paragraph a) above is founded on a sound system of risk management and internal
          compliance and control which implements the policies adopted by the Board; and
     c)   the Company’s risk management and internal compliance and control system is operating efficiently and
          effectively in all material respects.


     This declaration is made in accordance with a resolution of the Board of Directors.




John Karajas
Director

6 August 2007
Perth, Western Australia




50        Red River Resources Limited Annual Report 07
auDit report
                                                                                      BDO Kendalls Audit & Assurance (WA)
                                                                                      128 Hay St
                                                                                      Subiaco WA 6008
                                                                                      PO Box 700 West Perth WA 6872
                                                                                      Phone 61 8 9380 8400
                                                                                      Fax 61 8 9380 8499
                                                                                      aa.perth@bdo.com.au
                                                                                      www.bdo.com.au

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF RED RIVER RESOURCES LTD


Scope
The Financial Report and Directors’ Responsibility
The financial report comprises the balance sheet, income statement, cash flow statement, statement of changes in
equity, accompanying notes to the financial statements, and the directors’ declaration for Red River Resources Limited
(the company), for the year ended 30 June 2007.
The directors of the company are responsible for the preparation and true and fair presentation of the financial
report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate
accounting records and internal controls that are designed to prevent and detect fraud and error, and for the
accounting policies and accounting estimates inherent in the financial report.


Audit Approach
We have conducted an independent audit in order to express an opinion to the members of the company. Our audit
was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to
whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as
the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of
persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have
been detected.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance
with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial
reporting requirements in Australia, a view which is consistent with our understanding of the company’s financial
position, and of its performance as represented by the results of its operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
•	 examining,	on	a	test	basis,	information	to	provide	evidence	supporting	the	amounts	and		disclosures	in	the	financial	
   report, and
•	 assessing	the	appropriateness	of	the	accounting	policies	and	disclosures	used	and	the	reasonableness	of	significant	
   accounting estimates made by the directors.



                                                                            Red River Resources Limited Annual Report 07    51
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical
pronouncements and the Corporations Act 2001.
The independence declaration given to the directors in accordance with section 307C would be in the same terms if it
had been given at the date of this report.


Audit Opinion
In our opinion, the financial report of Red River Resources Limited is in accordance with:
(a) the Corporations Act 2001, including:
     (i) giving a true and fair view of the company’s financial position as at 30 June 2007 and of its performance for the
         year ended on that date; and
     (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.


BDO Kendalls Audit & Assurance (WA)




S Andrawes
Partner

Perth, Western Australia
Dated this 6 August 2007




52       Red River Resources Limited Annual Report 07
auDitors Declaration of inDepenDence
                                                                                   BDO Kendalls Audit & Assurance (WA)
                                                                                   128 Hay St
                                                                                   Subiaco WA 6008
                                                                                   PO Box 700 West Perth WA 6872
                                                                                   Phone 61 8 9380 8400
                                                                                   Fax 61 8 9380 8499
                                                                                   aa.perth@bdo.com.au
                                                                                   www.bdo.com.au


6 August 2007

The Directors
Red River Resources Limited
Level 7, 231 Adelaide Terrace
PERTH WA 6000




Dear Sirs

DECLARATION OF INDEPENDENCE BY BDO KENDALLS AUDIT AND ASSURANCE (WA) CHARTERED ACCOUNTANTS TO
THE DIRECTORS OF RED RIVER RESOURCES LIMITED

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

•	 no	contraventions	of	the	auditor	independence	requirements	of	this	Act	in	relation	to	the	audit;	and
•	 no	contraventions	of	any	applicable	code	of	professional	conduct	in	relation	to	this	audit.



Yours faithfully
BDO Kendalls Audit & Assurance (WA)




S Andrawes
Partner




                                                                         Red River Resources Limited Annual Report 07    53
asX information
SUBSTANTIAL SHAREHOLDERS

The substantial shareholders as at 18 September 2007 were:
 John Karajas                                                 5,150,000
 David Zohar                                                  4,500,001
 Jansje Karajas                                               4,150,000
 Julie Zohar (Julie Mendelson)                                3,658,505



Distribution of shareholders as at 18 September 2007
Range of Holding                                   Holders       Shares
1          - 1,000                                       9        2,596
1,001      - 5,000                                      56      191,846
5,001      - 10,000                                    406    3,979,835
10,001 - 100,000                                       661   20,113,783
100,001 - over                                          56   37,401,974
                                                     1,188   61,690,034

Shareholders with less than a marketable parcel.       17       17,521



Distribution of shareholders as at 18 September 2007
Range of Holding                                   Holders      Options
1          - 1,000                                       7        4,971
1,001      - 5,000                                     430    2,045,180
5,001      - 10,000                                    171    1,350,025
10,001 - 100,000                                       382    8,163,897
100,000 - over                                          22   19,573,070
                                                     1,227   92,827,177




54     Red River Resources Limited Annual Report 07
VOTING RIGHTS
Each fully paid ordinary share carries voting rights of one vote per share.

Twenty Largest Shareholders as at 18 September 2007 – 50.37%
                                             Number of Percentage of
                                                  Shares    capital held
 John Karajas                                  5,150,000            8.35
 David A Zohar                                 4,500,001            7.29
 Janse Karajas                                 4,150,000            6.73
 Julie Zohar                                   3,658,505            5.93
 David and Julie Zohar (Zohar Super Fund)      2,950,000            4.78
 Iron Mountain Mining Ltd                      2,000,000            3.24
 Geotech International Pty Ltd                 1,950,000            3.16
 Valgas Pty Ltd                                  935,000            1.52
 Eagle Nickel Ltd                                800,000            1.30
 Mr Ryan Boyd                                    574,423            0.93
 Robert Stephen Boyd and Patricia Boyd           500,000            0.81
 Mr Miro Lendich                                 500,000            0.81
 Jodie Mendleson                                 500,000            0.81
 Peter Michael Mallach                           500,000            0.81
 Dr Zhukov Pervan                                500,000            0.81
 Tricom Nominees Pty Ltd                         500,000            0.81
 Michael Edward English                          400,000            0.65
 Fearby & Co Pty Ltd                             400,000            0.65
 Kandoo Enterprises Pty Ltd                      304,066            0.49
 Alpine Accommodation Pty Ltd                    300,000            0.49




                                                                              Red River Resources Limited Annual Report 07   55
Twenty Largest Option Holders as at 18 September 2007 – 62.03%
                                                             Percentage
                                               Number of      of options
                                                   Options        issued
 Swancove Enterprises Pty Ltd                    7,550,000         24.25
 Dr Zhukov Pervan                                2,000,000           6.42
 Needmore Investments Pty Ltd                    1,000,000           3.21
 Peter James Petroff                             1,000,000           3.21
 Peter Waltham                                   1,000,000           3.21
 Robert Hugh Watkins                             1,000,000           3.21
 Mr Yi Weng and Ms Ming Li                         868,000           2.79
 Ray English                                       800,000           2.57
 Fearby & Co Pty Ltd                               727,570           2.34
 Kandoo Enterprises Pty Ltd                        500,000           1.61
 John Karajas                                      500,000           1.61
 Tricom Nominees Pty Ltd                           500,000           1.61
 Mr Yi Weng and Ms Ning Li                         340,000           1.09
 Platinum Pty Ltd                                  325,000           1.04
 Acedale Investments Pty Ltd                       300,000           0.96
 Camerons Securities Pty Ltd                       250,000           0.80
 Roy Peter Wiseman and Benjamin Adam Wiseman       200,000           0.64
 Amelia Nominees Pty Ltd                           175,000           0.56
 Mr Stephen Spurrier                               150,000           0.48
 Cumbak Pty Ltd                                    130,000           0.42

As at 18 September 2007, there are no Shares and Options escrowed



ASX RULE 4.10.19
The Company has used its cash and assets in a form readily convertible to cash that it had at time of admission that is
consistent with its business objectives.




56      Red River Resources Limited Annual Report 07
corporate GoVernance report
RED RIVER RESOURCES LIMITED (“THE COMPANY”)

STATEMENT
As an integral part of its preparations to list on the Australian Securities Exchange, the Company considered and set
up a framework for embracing the ASX Principles of Good Corporate Governance and best Practice Recommendations
CASX Guidelines”). Commensurate with the spirit of the ASX Guidelines, the Company has followed each
Recommendation where the Board has considered the Recommendation to be an appropriate benchmark for corporate
governance practices, taking in to account factors such as the size of the Company and the Board, resources available,
activities of the Company. Where, after due consideration, the Company’s corporate governance practices depart from
the Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own
practice.

Further information about the Company’s corporate governance practices is set out on the Company’s website at
www.redriverresources. In accordance with the recommendation of the ASX, information published on the Company’s
website includes charters, codes of conduct, securities trading policy and other policies and procedures relating to the
board and its responsibilities.




                                                                          Red River Resources Limited Annual Report 07   57
EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS
After due consideration, the Company intends to conduct its operations as a listed entity in accordance with the ASX
Corporate Governance Best Practice Recommendations, other than in relation to the matters specified below.



PRINCIPLE 2 RECOMMENDATION 2.1, 2.2,2.3

Notification of Departure
In reviewing the independence of directors, the Board considered the criteria of Independence as set out by the ASX
in its “Principles of Good Corporate Governance and Best Practice Recommendations”. The Board considers that,
while none of directors strictly meet the independence criteria, the Board’s structure and other corporate governance
mechanisms ensure the efficient discharge of duties and maximal value to shareholders. The Board notes that David
Zohar and John Karajas are the only executive member of the Board. In this regard, the Board considers that it is well
positioned to effectively review and challenge the performance of management, one of the key objectives of Principle
1. The Board is committed to achieving best practice in corporate governance and moreover, structures which deliver
best value to the Company and its shareholders.



PRINCIPLE 2 RECOMMENDATION 2.4

Notification of Departure:
At this stage the full board considers remuneration issues and there is no nomination committee.

Explanation for Departure:
The Board is undecided whether efficiencies or other benefits would be gained by establishing a separate nomination
committee. In any event, the Board has adopted a Nomination Committee Charter which is equally suited to use by the
full Board or a subcommittee.




58      Red River Resources Limited Annual Report 07
PRINCIPLE 2 RECOMMENDATION 4.2, 4.3, 4.4

Notification of Departure:
The Board has not yet formally nominated an Audit Committee.

Explanation for Departure:
The Board intends to form an Audit Committee, which will be comprised of the two non-executive directors. It has
adopted a Charter for the Committee’s use when it is formed. The size of the Board and its current operations do not
yet warrant setting up a separate audit and risk management committee.



PRINCIPLE 7 RECOMMENDATION 7.1

Notification of Departure:
The Company has well developed internal financial control systems, governing areas of procurement, capital
expenditure, expenditure authorities and all other financial aspects of the Company’s business. The Company has not
yet implemented a formal framework for general enterprise risk management.

Explanation for Departure:
The Company will establish a more formal system for identifying, assessing and monitoring risks when time and
resources permit. As part of its requirements for listing on the ASX, the Company included a detailed report identifying
and describing the major risk factors facing the Company in its prospectus. This constitutes the Company’s current risk
profile, which risks will be monitored and reported upon on an on-going basis.




                                                                          Red River Resources Limited Annual Report 07   59
PRINCIPLE 8 RECOMMENDATION 8.1

Notification of Departure:
The Company has not yet established a formal process for evaluation of the board, its directors and management.

Explanation of Departure:
The Board considers the performance of the two executive directors (there are no other key management personnel) on
an on-going basis. The size of the Board does not warrant a formal process.



PRINCIPLE 9 RECOMMENDATION 9.1

Notification of Departure:
The Company does not yet have a format remuneration policy.

Explanation of Departure:
At the Company’s annual general meeting on 28 March 2005 the aggregate remuneration for directors was set at
$100,000. It is expected that a policy will be established once the Remuneration Committee or the full Board, as the
case may be, convenes in accordance with the Remuneration Committee Charter which has recently been adopted
by the Company. Currently, non executive directors receive director fees of $30,000 per annum plus each and where
applicable statutory superannuation.



PRINCIPLE 9 RECOMMENDATION 9.2

Notification of Departure:
The Board is undecided whether it is necessary to form a separate committee to deal with remuneration matters.

Explanation of Departure:
The Board has adopted a Charter which is suitable for use by the full Board or a committee. Size of the company and
its operations do not warrant a separate remuneration committee.




60      Red River Resources Limited Annual Report 07
This page has been left blank intentionally.
                                 Address Level 7/231 I Adelaide Terrace I Perth I Western Australia I 6000
                   mailing address PO Box 3235 I 256 Adelaide Terrace I Perth I Western Australia I 6832
t +61 (8) 9225 4917 f +61 (8) 9225 6474 e john@redriverresources.com.au www redriverresources.com.au
                                                                                         ACN 100 796 754

								
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