MINOTAUR

EXPLORATION

Annual

REPORT 2016

MINOTAUR

EXPLORATION

CONTENTS

Chairman's Review 1

CORPORATE DIRECTORY MINOTAUR EXPLORATION LIMITED

ACN 108 483 601 ASX CODE MEP

DIRECTORS

Mr Derek Carter Chairman

Mr Andrew Woskett Managing Director

Dr Antonio Belperio Executive Director

Mr Richard Bonython Non-Executive Director (resigned 25 November 2015)

Dr Roger Higgins Non-Executive Director (appointed 1 July 2016)

COMPANY SECRETARY

Mr Varis Lidums (appointed 1 July 2016)

Mr Donald Stephens (resigned 1 July 2016)

REGISTERED OFFICE

c/o HLB Mann Judd (SA) Pty Ltd 169 Fullarton Road

DULWICH SA 5065

PRINCIPAL PLACE OF BUSINESS

Level 1, 8 Beulah Road

NORWOOD SA 5067

SHARE REGISTER

Computershare Investor Securities Pty Ltd Level 5, 115 Grenfell Street

ADELAIDE SA 5000

LEGAL ADVISORS

O'Loughlins Lawyers Level 2, 99 Frome Street

ADELAIDE SA 5000

BANKERS

National Australia Bank 22-28 King William Street

ADELAIDE SA 5000

AUDITORS

Grant Thornton Audit Pty Ltd Level 1, 67 Greenhill Road

WAYVILLE SA 5034

www.minotaurexploration.com.au

Managing Director's Report 2

Directors' Report 6

Auditor's Independence Declaration 17

Financial Report 18

Consolidated Statement of Profit or Loss and Other

Comprehensive Income 18

Consolidated Statement

of Financial Position 19

Consolidated Statement

of Changes in Equity 20

Consolidated Statement

of Cash Flows 21

Notes to the Consolidated

Financial Statements 22

Directors' Declaration 50

Independent Auditor's Report 51

ASX Additional Information 53

This annual report covers both Minotaur Exploration Ltd (ABN 35 108 483 601) as an individual entity and the consolidated group ('Group') comprising Minotaur Exploration Ltd and its subsidiaries. The Group's functional and presentation currency is Australian dollars.

A description of the Group's operations and of its principal activities is included in the review of operations and activities in the Directors' Report on pages 8 to 9.

The Directors' Report is not part of the financial report.

Chairman's

REVIEW

We enter the new financial year with optimism founded on promising outcomes from upcoming drill programs around

Cloncurry (Qld) and the Prominent Hill mine (SA), in association with our joint venture partners. Minotaur continues to apply its policy of

sharing risk at the exploration level through joint venture models, engaging again with JOGMEC (at Cloncurry) and, in both locations, with OZ Minerals Ltd.

We are gratified that both groups chose to contribute funds into Minotaur generated and managed copper-gold exploration opportunities.

Grassroots base metals exploration is an inherently high risk venture delivering a scarcity of new, economic grade discoveries and yet remains compelling as existing resources are rapidly depleted and mine grades diminish, pushing operators towards the higher end of the production cost curve.

Minotaur Exploration maintains that Australia's geology will reveal, buried under cover and essentially 'blind' to surface inspection, viable copper and other base metal deposits and so we continue the search. Our geophysical and geological techniques, tested and honed over the past twenty years, will inevitably deliver. That expectation is supported by our joint venture partners.

The past year has seen some fundamental changes to the share register with the departure of Norilsk Nickel Australia and the arrival of Sprott Asset Management at pole position. Sprott now holds 13% of the shares on issue and we appreciate their strong interest in our progress. Newmont Mining Australia also exited, as part of its rationalization of domestic assets. These changes were accompanied by a pleasing improvement in daily liquidity and solidification of the Top 10 holders.

As we pass two decades as a functioning group it is timely to consider Board renewal and rejuvenation. Our long-standing non-executive director Mr Richard Bonython, retired at the 2015 Annual General Meeting. Richard has been intimately involved in the Company's affairs and a consistent supporter of its capital raisings over those years. He remains our 8th largest shareholder. Mr Donald Stephens retired from his role of

Company Secretary on 30 June 2016, drawing close to his twenty years of support to the Board. Donald's perspective on financial matters and the listed company environment has been of immense value to Minotaur.

We welcomed Dr Roger Higgins to the Board on 1 July 2016. Roger's career in the mining sector is without peer and he brings international and domestic expertise across multiple commodities. The Board has endorsed Roger's ascension to the Chair, which

I intend to vacate at the forthcoming Annual General Meeting to be held on Thursday 17 November 2016.

I am firmly confident of Minotaur's future, both in terms of its discovery prospects and its governance. The group consistently operates at a level far exceeding its enterprise value and, while not necessarily reflected in its share price the past year, has enormous potential to out-perform its peers upon a new discovery.

Finally, I would like to thank current and past Directors, staff and, of course, shareholders for a more than memorable journey over 21 years. I wish the Company great success in the future and look forward to positive results from our ongoing exploration programs.

Dere

k Carter Chairman

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Managing Director's

REPORT

Business Review

2016 may be seen as a watershed year for Minotaur in that we were able to engage with OZ Minerals Ltd (ASX: OZL) in two strategic deals; the Eloise joint venture (Cloncurry, Qld) and the Prominent Hill alliance (SA). OZ Minerals is the Company's 3rd largest shareholder, having joined the Register originally (then as Oxiana) through acquisition of the Prominent Hill project in 2004. Both arrangements, discussed below, have potential to positively propel Minotaur's profile and value.

Our enduring relationship with the Japan Oil, Gas and Metals National Corporation (JOGMEC) continues to strengthen as we mutually terminated the long-term Cloncurry JV and enacted the Osborne JV. JOGMEC's exploration perseverance and sustained investment into Minotaur's projects demonstrates its confidence in the potential of the geology around Cloncurry to reveal new base metal mineralisation.

As this report goes to print several encouraging geophysical targets have been outlined and drilling is imminent on the 'Yeti' prospect, a very large 3mgal gravity anomaly, indicative of a possible IOCG system.

OZ Minerals initially engaged with Minotaur at the project level through the Eloise joint venture, implemented in April 2016, committing OZ Minerals to invest $1.5 million into the tenements through calendar 2016. Should OZ Minerals decide to continue on with the joint venture it may earn up to 70% interest through aggregate expenditure of $10 million over 6 years. Minotaur is manager and operator of the project and has delivered a number of new and encouraging geophysical targets suggestive of either Eloise or Artemis style copper-gold mineralisation. Drilling is underway and results will cause OZ Minerals to consider its continuing involvement.

Subsequently, OZ Minerals invited Minotaur to research its Prominent Hill exploration database for evidence of previously unrecognised copper prospectivity. An alliance agreement was structured such that joint field assessment of new, Minotaur generated targets could lead to Minotaur gaining 20% to 30% interest in any promising discovery. Minotaur and OZ Minerals have initiated a combined $3 million campaign immediately north of the Prominent Hill mine testing four such targets, each located through ground geophysics and on which diamond drilling is underway. Should any exploratory drillhole intersect promising geology an accelerated exploration campaign could eventuate, seeking to identify a satellite orebody within 10-30 km of the current mining operation.

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