ANNU AL REPORT

2015

ABN 48 116 296 541

ABN 48 116 296 541

HIGHLIGHT S

THE VISION

Minemakers has a long-term vision to develop a portfolio of agricultural minerals and other value assets that address the fundamental food security and related needs of society while building long-term shareholder value.

CORPORATE STRATEGY

To become a major contributor to the world nutrient market through the development of world class phosphate and related projects.

Baobab, Senegal (100% owned)

• Senegal is stable and mining friendly

• Phosphate is a vital commodity

• Small Mine Permit granted

• Good access to available infrastructure

• Available skilled workforce

• Sedimentary rock phosphate mineralisation

• Simple open pit mining, unconsolidated sand

• Metallurgical test works indicates wet screening to upgrade to marketable product

• Good proximity to existing markets

  Wonarah, Australia (100% owned)

• One of Australia's largest known JORC and NI 43-101 compliant phosphate resources

• Validation of IHP technology is required to liberate value in Wonarah

  
  

  JDCPhosphate, USA (approx. 8% holding)

• JDCP owns a proprietary phosphate technology, Improved Hard Process (IHP)

• Validation of IHP delayed due to now resolved technical issues and ongoing funding activities

• Minemakers is currently the only licensee for IHP with exclusive rights for Australia and Senegal

THE IMPORTANCE OF NUTRIENTS

ARABLE LAND DECLINE PER CAPITA INCREASED PER CAPITA CONSUMPTION

Developing Countries

3,000

DEMAND ON FARMERS

Over the next 50 years, farmers will have to produce as much food as they produced in the last 10,000 years

SOURCE OF FUTURE SUPPLY

Most of this increase in output will need to come from existing farmland

1960

2.7 people per ha

2010

5 people per ha

2,056

Calories Per Person Per Day

YEAR 1970

2,572

Calories Per Person Per Day

YEAR 2000

Calories

Per Person Per Day

YEAR 2050

10,000 Years 50 Years

Achieving this while mitigating effects of climate

77%

Increased Yields

9% Expansion of Cultivated Land

14%

Increased Cropping Intensity

C o n t e n t s

C o r p o r a t e I n f o r m a t i o n

Dear Fellow Shareholders

The Minemakers strategy is to create shareholder value through the development of resources projects with a specific focus on the macro-nutrients sector. We continue to believe strongly in the long term fundamentals of the sector, which is underpinned by continuing global population growth. The food requirements of that growing population are driving increasing demand for fertilisers and other primary resources which are essential in improving the efficiency and productivity of the global food production industry. Commercial fertilisers are currently responsible for 40% to 60% of the world's current food production and over the next 50 years, farmers will have to produce as much food as was produced in the last 10,000 years. Phosphate is the naturally occurring version of phosphorous, which is a key ingredient in the production of fertilisers and is an irreplaceable macronutrient directly associated with improving yield capability. It will continue to have an ongoing evolutionary role in unlocking the productivity of our soils and farms. Minemakers remains strongly committed to phosphate and is well positioned to deliver shareholders a strong return in the course of supplying the world with this essential commodity.

The 2015 financial year has been a transitional year for Minemakers with a number of key milestones. Most significantly, we secured a phosphate project in the Republic of Senegal, the Baobab Phosphate Project, which provides shareholders with a value accretive opportunity to benefit from a potentially high quality, low cost, near-term production asset with significant future upside. In addition, the Minemakers' Board and Management recognised that validation of JDCPhosphate Improved Hard Process technology is likely to take longer than initially anticipated. The combination of these initiatives has provided the basis for a strategy which focusses on the Baobab Phosphate Project in the shorter term, while maintaining the longer term optionality to commercialise the Wonarah Phosphate Project in Australia. During the 2015 financial year we also undertook numerous measures to reduce our operating costs.

BAOBAB PHOSPHATE PROJECT

In April 2015, following a considerable period of evaluation and negotiation, Minemakers entered into a conditional agreement to acquire 100% of the Baobab Phosphate Project, located in the Republic of Senegal, from Agrifos Group. The acquisition followed an eighteen month period during which Minemakers was actively involved on the ground in Senegal, initially managing the exploration plan and test work at Baobab, and since early 2015 moving to project feasibility. The knowledge accumulated in this process was key to understanding and securing the opportunity.

The Baobab Phosphate Project is envisaged as a low capital expenditure, low operating cost surface mine with available supporting infrastructure. Shareholders will have observed the progressive geological and project updates and announcements that have been made since the launch of the acquisition. Accelerated development is expected to generate rock phosphate sales within 12 months and further expansion of mining operations could be anticipated beyond the first year.

Key elements of the Baobab Phosphate Project include:

• Stable and mining-friendly country - established mining code. According to the US Government '…Senegal remains one of the most stable democracies in Africa…'

• Commodity - Phosphate, an essential nutrient, has maintained remarkable price stability over the past several years and is projected to maintain steady growth. Industry experts have indicated a small premium to Moroccan benchmark pricing based on the Baobab Phosphate Project product specification. Early offtake discussions are progressing.

• Proximity to infrastructure - mined rock phosphate, once dried on conventional pads, will be trucked 145km on predominantly sealed roads to the Port of Dakar, which has sufficient existing capacity for export.

• Geology - Inferred Resource announced in May 2015, ongoing positive progress

  
  

• Simple development plan - open pit mine accessing mineralisation through unconsolidated sand overburden;

• Metallurgy - test work indicates significant grade enhancement via simple, low cost wet screening techniques;

• Access to skilled workforce - established early-stage MOU with experienced local contract miner with proven capability and capacity

• Proximity to existing markets - particularly Europe and South American markets, with possible opportunities also in Senegal

  The transaction to acquire the Project was 100% scrip based, preserving the Company's strong cash balance while welcoming the Agrifos Group as a significant shareholder. In exchange for 100% of the Project, Minemakers has issued:

  
  

• 100 million shares

• 80 million 4 year options with a strike price of 25c

• 80 million contingent share rights on the achievement of commercial milestones

  On 21 August, shareholders overwhelmingly supported the acquisition at a shareholders meeting and we closed the transaction on 23 September. We acknowledge and thank our shareholders for their interest in the acquisition and their strong support throughout. Agrifos' nominee Mr Timothy Cotton has been appointed to the Board in line with the agreement

  and Mr Farouk Chaouni will be appointed on achievement of the first commercial milestone. Through these board positions, Minemakers will have access to Agrifos' considerable industry, country and asset knowledge and expertise, further adding to your company's capability to execute our strategy.

  
  

  We see the exciting Baobab Phosphate Project as highly complementary to our long-term strategy of becoming a significant supplier to the world nutrient market. You will be aware from our previous reporting that we have, over the past two years, undertaken assessments of many projects both within and beyond the phosphate sector. In our view, no other project has presented potential cost, return, risk and strategic fit characteristics as attractive as the Baobab Phosphate Project.

  WONARAH PHOSPHATE PROJECT AND JDCPHOSPHATE

  Our commitment to JDCPhosphate, Inc. and the Improved Hard Process technology continued during the year. However, we recognised that validation of this technology is likely to take longer than initially anticipated and that the Wonarah Phosphate Project is unlikely to advance without this or similar enabling technology. As a consequence, we reassigned the Wonarah Phosphate Project into our longer term strategy and secured the Baobab Phosphate Project as the focus of our near term strategy.

  We remind shareholders that the Improved Hard Process is a potentially disruptive technology in the broad phosphate industry. As such, patents and other confidentiality protections are in place to prevent inappropriate disclosure of methodology and related information. The shareholders of JDCPhosphate, Inc. include private individuals, specialist funds and large conglomerates, all with different reporting requirements. For these reasons, our own reporting is correctly limited to our obligations under continuous disclosure regulations.

  We thank our fellow Board members, our small team of staff and consultants for embracing our collective vision and for working through change with drive and determination. We all recognise that there will be many challenges to overcome as we press forward but have been energised by the strong team work that has driven Minemakers recent achievements.

  
  

  We thank you, our shareholders, for supporting our acquisition of the Baobab Phosphate Project in otherwise difficult commodity and equity markets. We firmly believe that the Baobab Phosphate Project will provide the impetus to turn Minemakers into a phosphate producer in the near-term. When the Improved Hard Process achieves validation, the Company will be well positioned to take advantage of the technology in both Australia and Senegal. Ongoing prudent and focussed development will generate and maximise shareholder value. This is our primary objective and challenge as we look to the year ahead with confidence.

  
  

  
  

  Dick Block Cliff Lawrenson

  Chairman Managing Director and CEO

  D i r e c t o r s ' R e p o r t

  
  

  Your directors submit their report on the consolidated entity (referred to hereafter as the Group) consisting of Minemakers Limited (Company) and the entities it controlled at the end of, or during, the year ended 30 June 2015.

  DIRECTORS

  The names and details of the Company's directors in office during the financial year and until the date of this report are as follows. Where applicable, all current and former directorships held in listed public companies over the last three years have been detailed below. Directors were in office for this entire period unless otherwise stated.

  Names, qualifications, experience and special responsibilities

  Richard H (Dick) Block, B.Sc (Chemical Engineering) - (Non-executive Chairman) Experience & Expertise

  Dick Block is a US based mining and processing industry executive with 4 decades experience in the fertiliser and base and precious metals businesses. The majority of his career was with the Freeport-McMoRan group of companies, where he rose to executive vice president and Chief Operating Officer of Freeport-McMoRan Inc. and senior vice president of Freeport-McMoRan Copper & Gold Inc. In addition, he was President of two of the world's largest phosphate mining and fertiliser producing firms, Agrico Chemical Company and IMC-Agrico Company. Further, he was deeply involved in Queensland Nickel JV in Australia in the 1980s.

  Mr Block has been a senior executive or member of the board of directors of six NYSE and TSE listed firms, including Amax Gold Inc. and Kinross Gold Corporation. Also, he has been a member of the board of a number of trade, non-profit and charitable organisations, including the International Fertiliser Industry Association, the Fertiliser Institute, the Phosphate Chemicals Export Association (Phos Chem), the Sulphur Institute, United Way of the North Shore and Illinois Public High School District 115.

  Other Current Directorships

  None

  Former Directorships in the last 3 years

  None

  Special Responsibilities

  Member of the Remuneration and Nomination and the Audit Committees.

  Cliff Lawrenson, B.Com. (Hons) - (Managing Director and CEO) Experience & Expertise

  Cliff Lawrenson joined Minemakers after holding the position of chief executive officer of FerrAus Limited which he led to a recommended takeover by Atlas Iron Limited in December 2011. Mr Lawrenson held the position of group chief executive officer of GRD Limited from 2006 which incorporated GRD Minproc Limited, OceanaGold Limited and Global Renewables. Prior to joining GRD Limited, Mr Lawrenson was a senior executive and vice president of CMS Energy Corporation in the United States of America and Singapore.

  He has worked extensively in investment banking around the world and holds postgraduate qualifications in Finance and Strategy.

  Mr Lawrenson has served on several boards in international locations where he led the development and financing of numerous major infrastructure projects. He is also non-executive chairman of Pacific Energy Limited.

  Other Current Directorships

  Non-executive Chairman of Pacific Energy Limited from August 2010.

  Former Directorships in the last 3 years

  None

  Special Responsibilities

  None.

  Richard O'Shannassy, B.Juris., LL.B. (Hons) - (Non-executive Director) Experience & Expertise

  Richard O'Shannassy is a commercial lawyer with over 30 years experience in the mining and energy sectors. He has experienced private legal practice, including conducting his own practice in Perth for nearly 20 years, as well as in-house roles. He has served upon mining industry committees over a number of years and is a member of Australian Mining and Petroleum Law Association Inc.

  Other Current Directorships

  Non-executive Director of Brierty Ltd from September 2011.

  Former Directorships in the last 3 years

  None.

  Special Responsibilities

  Member of the Audit Committee and Chairman of the Remuneration and Nomination Committee.

  Ian McCubbing, B.Comm (Hons), MBA(Ex),CA,GAICD - (Non-executive Director) Experience & Expertise

  Ian McCubbing is a Chartered Accountant with more than 25 years corporate experience, principally in the areas of accounting, corporate finance and Mergers and Acquisitions. He has spent more than 15 years working with ASX-200 and other listed companies in senior finance roles including positions as finance director and chief financial officer in mining and industrial companies.

  Other Current Directorships

  Non-executive Director of Swick Mining Services Limited from August 2010. Non-executive Director of Kasbah Resources from March 2011.

  Former Directorships in the last 3 years

  Non-executive Director of Mirabela Nickel Limited from January 2011 to April 2014. Chairman of Eureka Energy Limited from July 2010 to June 2012.

  Non-executive Director of Alcyone Resources from February 2012 to March 2013.

  Special Responsibilities

  Chairman of the Audit Committee and member of the Remuneration and Nomination Committee.

  Timothy Cotton, B.Comm (Hons), - (Non-executive Director - appointed 23 September 2015) Experience & Expertise

  Timothy Cotton has over two decades of experience in the phosphate mining and fertilizer sector, with a strong focus on

  business and project development, strategic transactions, M&A and finance. Mr. Cotton is Vice Chairman and a principal in the Agrifos Group of companies, which include Agrifos Partners LLC, Baobab Partners LLC and Vulcan Phosphates LLC. The Agrifos Group is a significant shareholder in Minemakers and in JDCPhosphate, Inc. Mr. Cotton began his career in the merchant banking department of Kidder, Peabody & Co., later becoming a vice president at Lepercq, de Neuflize & Co., a New York-based investment bank. Mr. Cotton formed the Agrifos Group with his partner, Mr. Farouk Chaouni, in 1993. In addition to his role in the Agrifos Group, Mr. Cotton is a director of Zalagh Holding S.A., an integrated poultry company, and MedInstill LLC, a medical device company.

  Other Current Directorships

  None

  Former Directorships in the last 3 years

  None

  Special Responsibilities

  None

  COMPANY SECRETARY

  John Ribbons, B.Bus., CPA, ACIS

  Mr Ribbons is an accountant who has worked within the resources industry for over 19 years in the capacity of company accountant, group financial controller, chief financial officer or company secretary.

  Mr Ribbons has extensive knowledge and experience with ASX listed production and exploration companies. He has considerable site based experience with operating mines and has also been involved with the listing of several exploration companies on the ASX. Mr Ribbons has experience in capital raising, ASX and TSX compliance and regulatory requirements. Currently, Mr Ribbons is a director of Montezuma Mining Company Limited. Mr Ribbons has not held any former directorships in the last 3 years.

  Rod Wheatley B.Bus., CPA

  Rod Wheatley is a senior accountant who has worked within the oil and gas, and resource industry for in excess of 13 years in the capacity of company accountant, group financial controller and chief financial officer.

  Mr Wheatley joined Minemakers in 2009 as group financial controller. He was appointed chief financial officer in 2011 and joint company secretary in July 2013. Prior to joining Minemakers, Mr Wheatley held senior accounting positions in a number of ASX and AIM listed production and exploration companies. He has extensive experience in management and project accounting, financial reporting at national and international levels and mergers and acquisitions.

  Interests in the shares and options of the Company and related bodies corporate

  As at the date of this report, the interests of the directors in the shares rights and options of Minemakers Limited were:

  
  

  Ordinary Shares	Options over Ordinary Shares	Rights over Ordinary Shares
  Dick Block	500,000	4,000,000	-
  Cliff Lawrenson	2,001,868	15,000,000	-
  Richard O'Shannassy	1,147,652	1,500,000	-
  Ian McCubbing	200,000	1,500,000	-
  Timothy Cotton	114,000,000	94,000,000	80,000,000

  PRINCIPAL ACTIVITIES

  The principal activities of the Company during the course of the financial year were the maintenance of the Wonarah project and the continued evaluation of short term value accretive opportunities. After examining many opportunities the Company found an excellent opportunity as a result of contracting out the Company's existing geological and process capabilities. As

  of 24 April 2015 the Company is now focusing primarily on developing the Baobab rock phosphate project in the Republic of Senegal.

  There was no significant change in the nature of the Company's activities during the year.

  CONSOLIDATED RESULTS

  
  

  Year Ended 30 Jun 2015	Year Ended 30 June 2014 (Restated)
  $	$
  Consolidated (loss) before income tax expense	(43,018,117)	(3,776,716)
  Income tax expense	-	-
  (LOSS) FOR THE YEAR	(43,018,117)	(3,776,716)

  DIVIDENDS

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

  
  

  REVIEW OF OPERATIONS

  A review of the operations of the Group during the financial year and likely developments and expected results is included in the Operating and Financial Review set out below.

  BAOBAB PHOSPHATE PROJECT

  On 23 September 2015 Minemakers Limited (Minemakers or the Company) acquired 100% of a potential near-term production rock phosphate project in the Republic of Senegal ('the Project') from Baobab Partners LLC, an affiliate of Agrifos Partners LLC ('Agrifos'). Agrifos is an affiliate of Vulcan Phosphates LLC ('Vulcan'), which is a co-investor with Minemakers in JDCPhosphate Inc. (JDCP) and a major Minemakers shareholder. The Project advances Minemakers focus on the nutrient and fertiliser sector and advances Minemakers nearer-term strategic objective of early cash flow generation with minimal capital expenditure and no technology risk.

  The Republic of Senegal

  Overview

• One of Africa's most stable and successful democracies (IMF 2010) with a stable and investor friendly social and political environment

• Population of circa 13.5 million (2013 estimate)

• Substantial progress in combatting poverty, improving social

• Infrastructure and advancing its economic emergence (IMF)

• GDP of US$14.7 billion (World Bank 2013)

  
  

  Mining friendly location

• Established mining industry with phosphates as primary exports

• Mining code implemented in 2003, administered by Ministry of Mines

• State involvement restricted to approvals and royalties

• Good connected infrastructure and qualified workforce

• Several ASX or TSX companies have success in Senegal

• Effective Senegalese Chamber of Mines

Geology and Exploration

Phosphate mineralization in the greater Gadde Bissik prospect region, within the Baobab tenement, was initially identified from material recovered from water wells excavated during the 1950s. The easternmost of the wells lie just within the Gadde Bissik East resource area. A review of historic reports, conducted in 2012 by the commercial arm of the French Geological Survey (BRGM) for Agrifos West Africa, identified a broad area at Gadde Bissik of 4 x 8 kilometres as a high priority target for phosphate exploration along with several other prospects across the broader Baobab tenement.

On-ground exploration of the Baobab tenement began in 2012 with a diamond drill program conducted along the western and north-western fringe of the tenement, predominantly at the Pire Goureye and East Tivaouane prospects.

Minemakers became involved in exploration at Baobab in early 2014. A program of reverse circulation, and later air core, drilling was carried out at several prospects to either follow up on positive drill results obtained from the 2012 program or to carry out scout drilling based on recommendations contained within the BRGM prospectivity report.

Drilling within the broader Gadde Bissik area commenced in May, 2014. The initial phase consisted of broad-spaced drilling on a predominantly 2000 x 2000 metre grid with infill drilling to 1000 x 1000 metres and 500 x 500 metres in what is now the Gadde Bissik West resource area. Two holes drilled on the easternmost line of the 2000 x 2000 metre grid in June 2014 had significant high grade mineralisation and warranted an extension of the exploration grid to the east. Drilling was able to define an area of higher grade and thicker mineralisation at the Gadde Bissik East prospect. A total of 359 air core holes for

13,025 metres and 115 diamond cored holes for 5,175 metres have now been drilled within the entire Gadde Bissik area. The majority of these holes have been drilled within the Small Mine Permit.

A maiden Inferred Resource estimate was completed by MPR Geological Consultants and released to the market on 11 May2015. The total Inferred Resource estimated stands at 68 Mt at 22% P2O5 forGadde Bissik with 25Mt at 23% P2O5 contained within the Small Mine Permit. A Technical Report prepared by MPR Geological Consultants was lodged on SEDAR on 10 June 2015 and is available to be viewed on that platform. The resource estimate is summarised in Table 1 and a plan showing the resource areas is included as Figure 3. Areas drilled out to 500 x 500 metre grid spacing are included in the Inferred Resource estimate. Subsequent infill drilling to 250 x 250 metres has defined areas of significant grade and thickness and these are currently being drilled out at 125 x 125 metre grid spacing to provide data to support an Indicated Resource estimate.

An Exploration Target of approximately 45 to 60 million tonnes at P2O5 grades of approximately 19 to 22% has also been estimated for the broader areas that lies to the east and west of Gadde Bissik East, with a combined area of 54km2. These estimates are based on broad spaced drilling. The potential quantities and grades are conceptual in nature. There has been

insufficient exploration to estimate a Mineral Resource and it is uncertain that future exploration will result in estimation of a Mineral Resource.

SMP Area

Figure 1: Tenement and Gadde Bissik prospect location

Figure 2 Drill status plan - SMP

Table 1 Gadde Bissik resource estimates

Figure 3 Resource outline - Gadde Bissik Prospect

Project Development for large scale bulk sampling and commencement of mining

The work program for development of a large scale bulk sample open pit within the SMP Area at the Project was advanced further during the last 6 months. The open pit will be the point from which mining commences and this integrated planning is advancing simultaneously.

Small Mine Permit

A SMP for the Baobab Phosphate Project was granted on 6th May 2015. The SMP covers all future mining activity within the identified 5km2 area. The associated Environmental Impact Statement ('EIS') and a Community Relocation and Compensation Plan ('CRCP') are well advanced. Ongoing discussions have been undertaken with government departments and positive feedback has been received. In addition regional, district and village leader positions have been

incorporated into the final EIS document.

Approval of the EIS and CRCP is expected in the near future.

Mining Options

Following an initial mine plan developed for the large scale bulk sample open pit, the technical capabilities and budget quotes of unit mining rates from three local Senegalese mining contractors have been sourced and compared. In order to secure the availability of mining equipment when required, a Memorandum of Understanding ('MOU') has been concluded with the preferred mining contractor. This MOU is subject to Minemakers securing shareholder approval for the acquisition of the Baobab Phosphate Project and confirmation of the final mine design and schedule. This planning will also extend to commencement of mining which is likely be a continuous process after bulk sampling.

Australian Mining Consultants ('AMC') is assisting with the final mine design and scheduling within the SMP. This work is now complete. The optimal schedule will be reviewed with the preferred mining contractor in order to finalise an appropriate mining contract.

Infrastructure/Logistics

Following discussions with the Port of Dakar for the provision of port storage areas, export of bulk samples and for longer term export capacity, a MOU has been completed covering the storage and handling of production from the Baobab Phosphate Project. Please refer to ASX announcement dated 22 July 2015 for further details.

Road transport route options and local Senegalese transport contractor capabilities have been reviewed. The transport rates of the contractors studied proved competitive and a preferred contractor has been identified.

Currently, the preferred road transport route runs south from the project area 20km to the town of Bambey and then uses the sealed N3 highway to access the port at Dakar.

Water Supply

Hydrogeological studies identified three potential locations to access shallow aquifers for potable water supply and a furthe r two locations to access a separate and deeper aquifer for higher volume process water requirements.