ANNUALREPORT 2016

ABN 50 009 188 694

CORPORATE DIRECTORY

DIRECTORS

Ian Middlemas - Chairman Robert Behets - Director Mark Pearce - Director John Welborn - Director

COMPANY SECRETARY

Mr Greg Swan

REGISTERED OFFICE

Level 9, BGC Centre 28 The Esplanade

Perth WA 6000

Tel: +61 8 9466 5030

Fax: +61 8 9466 5029

STOCK EXCHANGE

Australian Securities Exchange

Home Branch - Perth 2 The Esplanade

Perth WA 6000

ASX CODE

EQX - Fully paid Ordinary Shares

SHARE REGISTRY

Computershare Investor Services Pty Ltd

Level 2, 45 St Georges Terrace

Perth WA 6000

Tel: 1300 557 010

Int: +61 8 9323 2000

Fax: +61 8 9323 2033

BANKERS

Australia and New Zealand Banking Group Limited

SOLICITORS

DLA Piper

AUDITORS

Ernst & Young

WEBSITE

www.equatorialresources.com.au

CONTENTS

Directors' Report 1

Auditor's Independence Declaration 13

Consolidated Statement of Profit or Loss and Other Comprehensive Income 14

Consolidated Statement of Financial Position 15

Consolidated Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Financial Statements 18

Directors' Declaration 45

Independent Auditor's Report 46

Corporate Governance 48

Mineral Resources and Ore Reserves Statement 49

ASX Additional Information 50

DIRECTORS' REPORT

The Directors of Equatorial Resources Limited present their report on the Consolidated Entity consisting of Equatorial Resources Limited ("Company" or "Equatorial") and the entities it controlled at the end of, or during, the year ended 30 June 2016 ("Consolidated Entity" or "Group").

DIRECTORS

The names and details of the Company's Directors in office at any time during the financial year or since the end of the financial year are:

Mr Ian Middlemas - Chairman

Mr Robert Behets - Non-Executive Director (appointed 25 February 2016)

Mr Mark Pearce - Non-Executive Director Mr John Welborn - Non-Executive Director

Mr Peter Woodman - Non-Executive Director (resigned 22 January 2016)

Unless otherwise stated, all Directors held their office from 1 July 2015 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Mr Ian Middlemas B.Com, CA Chairman (Non-Executive)

Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a Director of the Company on 5 November 2009. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Apollo Minerals Limited (July 2016 - present), Cradle Resources Limited (May 2016 - present), Paringa Resources Limited (October 2013 - present), Berkeley Energia Limited (April 2012 - present), Prairie Mining Limited (August 2011 - present), Syntonic Limited (April 2010 - present), Salt Lake Potash Limited (January 2010 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present), Odyssey Energy Limited (September 2005 - present), Papillon Resources Limited (May 2011 - October 2014), Sierra Mining Limited (January 2006 - June 2014) and Decimal Software Limited (July 2013 - April 2014).

Mr Robert Behets B.Sc.(Hons), FAusIMM, MAIG Director (Non-Executive)

Mr Behets is a geologist with over 25 years' experience in the mineral exploration and mining industry in Australia and internationally. He was instrumental in the founding, growth and development of Mantra Resources Limited, an African focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, Mr Behets held various senior management positions during a long career with WMC Resources Limited.

Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and was also previously a member of the Australasian Joint Ore Reserve Committee ('JORC').

Mr Behets was appointed a Director of the Company on 25 February 2016. During the three year period to the end of the financial year, Mr Behets has held directorships in Berkeley Energia Limited (April 2012 - present), Cradle Resources Limited (May 2016 - present), WCP Resources Limited (February 2016 - present) and Papillon Resources Limited (May 2012 - October 2014).

Mr Mark Pearce B.Bus, CA, FCIS, FFin Director (Non-Executive)

Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has considerable experience in the formation and development of listed resource companies and has worked for several large international Chartered Accounting firms. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and a Fellow of the Financial Services Institute of Australasia.

Mr Pearce was appointed a Director of the Company on 5 November 2009. During the three year period to the end of the financial year, Mr Pearce has held directorships in Apollo Minerals Limited (July 2016 - present), Prairie Mining Limited (August 2011 - present), Syntonic Limited (April 2010 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present), Odyssey Energy Limited (September 2005 - present), Salt Lake Potash Limited (August 2014 - present) and Decimal Software Limited (July 2013 - April 2014).

Annual Financial Report | 1

DIRECTORS' REPORT

(Continued)

CURRENT DIRECTORS AND OFFICERS (Continued)

Mr John Welborn B.Com, FCA, FAIM, SA Fin, MAICD, MAusIMM, JP Director (Non-Executive)

Mr Welborn is a Chartered Accountant with a Bachelor of Commerce degree from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants in Australia, a Fellow of the Australian Institute of Management and is a member of the Australian Institute of Mining and Metallurgy, the Financial Services Institute of Australasia, and the Australian Institute of Company Directors.

Mr Welborn has extensive experience in the resources sector as a senior executive and in corporate management, finance and investment banking. Mr Welborn is currently the Managing Director of Resolute Mining Limited and was previously the Head of Specialised Lending in Western Australia for Investec Bank (Australia) Ltd.

Mr Welborn was appointed a Director of the Company on 6 August 2010 and served as Managing Director and Chief Executive Officer of the Company up to 30 June 2015. During the three year period to the end of the financial year, Mr Welborn has held directorships in Resolute Mining Limited (February 2015 - present), Orbital Corporation Limited (June 2014 - present), Prairie Mining Limited (February 2009 - September 2015) and Noble Mineral Resources Limited (March 2013 - December 2013).

Mr Greg Swan B.Com, CA, ACIS, AFin Company Secretary

Mr Swan is a Chartered Accountant and Chartered Secretary. He commenced his career at a large international Chartered Accounting firm and has since worked in the corporate office of a number of listed companies that operate in the resources sector.

Mr Swan was appointed Company Secretary of the Company on 26 May 2010.

DIRECTORS' INTERESTS

As at the date of this report, the Directors' interests in the securities of the Company are as follows:

Notes:

1. "Ordinary Shares" means fully paid ordinary shares in the capital of the Company.

2. "Performance Rights" means a right to subscribe for one Ordinary Share upon the completion of specific performance milestones by the Company.

PRINCIPAL ACTIVITIES

The principal activities of Equatorial during the financial year consisted of mineral exploration. No significant change in the nature of Equatorial's activities occurred during the year.

DIVIDENDS PAID OR RECOMMENDED

No recommendation for payment of dividends has been made for the year ended 30 June 2016 (2015: Nil).

Annual Financial Report | 2