Final Results

22 December 2015

Weatherly International plc

 ("Weatherly International" or the "Company")

Final Results for the Year Ended 30 June 2015

Weatherly International Plc (AIM:WTI) announces its final results for the year ended 30 June 2015.

2015 Highlights

Financial

· Revenue for the year was US$38.05m (2014: US$32.22m), up 18 % year on year.

o Revenue and costs relating to Tschudi were fully capitalised until 1 October 2015, when Tschudi reached Commercial Production. Revenue for the financial year therefore relates to Central Operations.

o Tonnes shipped rose 32%. This rise was a result of reducing stock levels at the port of Walvis Bay rather than production which declined slightly year on year.

· Loss for the year was US$13.23m (2014: US$5.57m):

o Distribution costs were higher than the previous year at US$3.2m as a result of the increase in tonnes shipped but also a 20% increase in the average shipping charges.

o Administration expenses remained at the same level as the previous year.

o Cost savings in the final quarter of the year as the Group reorganised its London office will largely fall into the next financial year.

· US$16m raised in equity during the year to fund working capital requirements.

o Our principal lender, Orion Mine Finance (Master) Fund I LP ("Orion"), now our principal shareholder as well.

o Logiman (Pty) Ltd ("Logiman"), our contractor for plant construction, also became a significant shareholder through its participation equity issues.

· Debt facilities with Orion:

o Tranche A of the loan repaid in full by December 2014.

o Tranche B fully drawn down during the financial year. After the year end, repayments under Tranche B have been deferred and the first repayment under Tranche B will be 31 May 2016 and quarterly thereafter until 29 February 2020.

o Further facilities made available by Orion after the year end, Tranche C of US$4m in September 2015 and Tranche D of US$4m in December 2015.

· Subsequent to the year end Weatherly has identified a potential fraud within Central Operations.

o The Group has engaged forensic auditors to confirm whether a fraud has occurred and if so its magnitude. The directors believe any fraud is contained within Central Operations and any loss to the Company associated with this potential fraud in the year is contained within the income statement and that the Statement of Financial Position is unaffected.

o The staff suspected to be involved are no longer with the group.

Tschudi

· Tschudi's now in full operation, building up to nameplate production of an annualised rate of ~17,000 tonnes.

· The plant at Tschudi is producing consistent LME grade A requirements of above 99.99 per cent copper cathode.

Central Operations

· With the decline of the copper price at the beginning of 2015 Central Operations came under review as at the production levels it was achieving it was uneconomic. After the year end, mining and processing of ore at Central Operations was suspended during September 2015 in light of the weak copper price.

· The Group impaired all development costs at Central Operations which meant that, including normal depreciation, US$8.0m was written off property plant and equipment.

· Central Operations is currently planned to be converted to Project Development status.

Management

· Craig Thomas appointed CEO from 1 July 2015. Craig who was previously our Chief Operating Officer and, and is a mining engineer with over 25 years of operational experience in Australia, Namibia, Botswana and Papua New Guinea.

· Mr Peter Christians appointed on 3 December 2015 as General Manager for Tschudi. Peter is a Namibian mining engineer with over 30 years of international mining experience.

· Rod Webster retired from CEO position as of 1 July 2015. Rod has returned home to Australia from where he will continue to work with the Company as a director in a development role as Tschudi builds to its full operational performance during 2015.

· Krzysztof Szymczak, Managing Director of Logiman, and Raymond Jenner, Portfolio Director of Orion Resource Partners (USA) LP, have joined the Board of Weatherly.

For further information please contact:

Weatherly International plc +44 (0) 20 7936 9910

Craig Thomas, Chief Executive Officer

Kevin Ellis, CFO and Company Secretary

RFC Ambrian Limited +44 (0) 20 3440 6800

(Nominated Adviser & Broker)

Samantha Harrison / Kim Eckhof

Finncap +44 (0) 20 7220 0500

(Joint Broker)

Christopher Raggett

Blytheweigh +44 (0) 20 7138 3204

(Financial PR) Tim Blythe / Camilla Horsfall / Megan Ray

Chairman's Statement

Overview

This has been another year of significant operational progress for Weatherly. We have brought our flagship project - Tschudi - into operation, we have strengthened our management team and we can look forward to the future with renewed confidence.

Not only should we be confident in the quality of our assets and our management, we should also note the significant benefits of our location in Namibia. The internationally respected Fraser Institute now ranks Namibia as the most favourable African country for investment attractiveness.

Namibia is a stable, multi-party democracy with an established Mining Act. We continue to enjoy good relationships with the Government and all our local stakeholders in Namibia.

Tschudi - into operation

This has been a year of major change for Weatherly as we brought Tschudi into operation after many years of development.

The Company is very proud that Tschudi came into operation ahead of time and under budget. As with all new mining projects we had our teething problems - see our Operational Review for more details - but by the end of our financial year we are able to report:

· Production is increasing with 2,257 tonnes of London Metal Exchange Grade A copper cathode produced in the first full quarter of operations, which was more than 50 per cent of design capacity.

· By the end of the September 2015 quarter we were producing 1,000 tonnes per month (70 per cent of design capacity) and we expect to be close to design capacity of 1,400 tonnes by December 2015.

The development at Tschudi is proceeding well in line with our plans and, by the end of this calendar year, Weatherly will be operating a new 17,000 tonnes per year open pit copper mine in the best mining jurisdiction in Africa, producing some of the highest quality copper cathode in the world.

Management Changes

At the end of the financial year, Rod Webster retired as CEO after 10 years of service.

Rod has returned home to Australia from where he will continue to work with the Company as a director in a development role as Tschudi builds to its full operational performance. 

Rod Webster took Weatherly from its initial listing and its Zambian copper prospects through the acquisition of the Namibian assets. These have been restructured to leave the Company focusing on its copper operations. The on time and under budget completion of the construction of the Tschudi project is a tribute to Rod's skill and tenacity at getting a significant new project financed and built in what have proved to be increasingly difficult market conditions.

Craig Thomas was appointed CEO with effect from 1 July 2015. Craig who was previously our Chief Operating Officer is a mining engineer with over 25 years of operational experience in Australia, Namibia, Botswana and Papua New Guinea. During this time he has played key leadership roles in the development, start-up and management of several underground and open pit mines. He has been with the company for five years and will continue to be based in Namibia. 

OPERATIONAL REVIEW

Summary

Production started at our new Tschudi mine in February with an initial 80 tonnes of copper cathode being stripped. This increasing to 692 tonnes in the month of March. In the June quarter we stripped 2,257 tonnes of cathode.

During the year, the Company produced 1,282 tonnes of contained copper at a C1 cost of US$6,417 per tonne from its underground mines at Central Operations. The company delivered 5,556 tonnes of concentrate (1,323 tonnes of copper) to metal trader Louis Dreyfus at a weighted average price of US$6,096 per tonne of copper. On 14 September 2015 mining and processing of ore at Central operations was suspended in light of the weak copper price. Central Operations is currently being converted to Project Development status.

 Tschudi - the 2014/15 story

Such has been the scale of bringing our brand new mine into operation, it is worth reflecting on how the story unfolded throughout the year.

Our financial year started on a very positive note with our Tschudi Project on schedule, and on budget and approximately 57 per cent complete. Our mining contractor, Basil Read, had started work in June 2014 well ahead of our original schedule.

We were also extremely pleased to welcome Logiman, our engineering contractor for the Tschudi project, as a shareholder in November 2014. This was a great vote of confidence in both the management and the project itself.

By the start of 2015 we had also completed the recruitment of our key managerial positions for the project - the mining manager, the processing manager and the plant maintenance manager were all in place. Recruitment of the mining department's senior staff had also been completed, with the senior geologist, the senior surveyor and the senior mining engineer beginning work at the start of our financial year.

By November 2014 we had started mining and were stockpiling ore; we had also agreed timescales for the commissioning of the SX-EW plant and the crushing and agglomeration plant.

In December 2014, we were able to run 2,000 tonnes of ore through the crushing and agglomeration plant as a pre-commissioning test with the plant achieving the desired throughput rates. A second 2,500 tonnes were crushed and agglomerated in January, this time focussing on achieving the required agglomerate quality under full throughput rates. This resulted in some minor modifications that were completed within a week.

Also in December, the first 650 tonnes of acid arrived and was unloaded into the newly commissioned acid storage tank. In the same month, Nampower (the Namibian power utility) signed off on the High Voltage installation, enabling the site to switch to the main grid supply.

We continued to make progress into January 2015, at which time Tschudi was on track to commence production in the second quarter of the year. Leach Panels One and Two were close to completion; the raw water and raffinate ponds were completed.

Such was the progress that, later in January, we announced that Tschudi was ahead of schedule and first copper was forecast to be produced in February 2015. Over 80,000 tonnes of ore had been stacked.

The Crushing and Agglomeration plant was, by January, in full operation and achieving the desired throughput rates and required agglomerate quality under full throughput. The Solvent Extraction plant was in the process of being filled with diluent and anodes were being loaded into the Electro-winning cells.

As forecast, Tschudi duly produced its first copper in February 2015, well ahead of the original schedule.

However, in that month we discovered that, whilst copper cathode had been produced in accordance with the project schedule, there were a number of operational and technical issues relating to initial recovery of copper from the heap leach pads.

As a result, we had to request that our shares be suspended from trading on the AIM market until we were in a position to quantify the full operational and financial effect and address our short term working capital needs.

Our investigations showed that our initial copper recoveries at Tschudi were lower than anticipated due to slower leach rates and also had higher than anticipated acid consumption.

We knew that the uppermost part of the Tschudi deposit comprises of a leached cap containing significant carbonate and clay contents as well as partly refractory copper oxides, which was recognised to be difficult to process. Previous work had indicated that this material was confined to the uppermost 12 metres of the deposit and it was to be stockpiled for later blending and processing. However mining of the deposit and evaluation of results from grade control drilling showed that this material extended to depths of 25-30 metres.

By May of 2015 Tschudi management had confirmed that, even within this zone, harder more competent rock types presented fewer processing issues compared to the more clay-rich zones.

Once mining in some of the pits in the western part of the ore body reached lower levels there was a significant increase in both leaching rates and recoveries. Some of the shallow, more refractory ore was stockpiled for later treatment with the rest being blended with deeper material to improve recoveries and leach rates. We also accelerated our mining to access the deeper levels earlier than originally scheduled.

The processing plant, which was built both ahead of time and within the original feasibility budget, has performed to expectations since commissioning. Based on comprehensive commissioning trials prior to handover it is expected to comfortably accommodate production of copper cathode at the designed capacity.

 Central Operations

The year started well following on from the record breaking quarter at the end of 2015 with 1,462 tonnes contained copper being produced from 89,654 tonnes ore. However both mines started to run into problems with insufficient faces being available to work and in the second quarter production fell to 1,213 tonnes. With the decline of the copper price at the beginning of 2015 Central Operations came under review as at the production levels it was achieving it was uneconomic. During the third quarter of the financial year we sacrificed some production to get development further ahead and production fell to 1,050 tonnes in the quarter. The Group set production targets to be achieved from the 4th quarter. These were initially met and with an increase in the copper price we hoped Central Operations could at least break even.

However post the financial year end the copper price again took a down turn and the Board took the decision in September 2015 to suspend mining and processing ore from Central Operations and convert it to project development status.

Financial Review

(a) Revenue and costs

Revenue and costs relating to Tschudi were fully capitalised at year end and will be until 1 October 2015 when the Group declared it had reached Commercial Production. Revenue and costs therefore relate to Central Operations and UK head office expenses.

A major factor for any copper producer in recent times has been the copper price which, during the year, suffered a material fall from nearly US$7,000 at the start of the financial year to US$5,720 per tonne at the end of June 2015. The average copper price we achieved in 2014/15 was US$6,514 per tonne compared to US$7,397 the previous year, a 12% decline.

Despite this revenue rose 18% because the tonnes shipped rose 32%. This rise was a result of reducing stock levels at the port of Walvis Bay rather than production which declined slightly year on year.

The Group impaired all development costs at Central Operations which meant that including normal depreciation US$8.0m was written off property plant and equipment. This together with the weak copper price left the Group with a gross loss of US$6.3m in the year.

Distribution costs were higher than the previous year at US$3.2m as a result of the increase in tonnes shipped but also a 20% increase in the average shipping charges. Administration expenses remained at the same level as the previous year, cost savings in the final quarter of the year as the Group reorganised its London office will largely fall into the next financial year.

The Group was not in compliance with one of the loan covenants at year end, to be in Commercial Production by 30 June 2015 and so the loan is disclosed as being repayable within one year despite there being no notification from Orion Mine Finance that the Group was not in compliance. The Group achieved Commercial Production on 30 September 2015 and the technical violation has subsequently been waived. The terms of the loan were amended as described in Events Subsequent to Statement of Financial Position Date on page 25.

(b) Potential Fraud within Central Operations

Subsequent to the year end the Group has identified a potential fraud within Central Operations. The Group has engaged forensic auditors to confirm whether a fraud has occurred and if so its magnitude. It is believed any fraud is contained within Central Operations and any loss to the company associated with this potential fraud in the year is contained within the income statement and that the Statement of Financial Position is unaffected. The staff suspected to be involved are no longer with the Group.

(c) Loans and cash

The Group made its final payment under Tranche A of its loan facility with Orion in December 2014. Tranche A related to the original $7 million loaned by Louis Dreyfus to restart the underground mines.

The Group had fully drawn down on Tranche B of the loan facility with Orion at 30 June 2015. Including accrued interest the loan balance stood at US$88.2million.

The Group had cash reserves at 30 June 2015 of US$6.8m.

(d) Fund Raisings

Foreseeing a need to accelerate waste stripping the Group raised US$7.3m in November 2014 via an open offer and placement. In total 160,641,866 new shares were issued at an average share price of 2.925p. This included US$2.6m from a new investor, Polo Resources Ltd and US$1.8m from Logiman, the contractor for the plant construction at Tschudi.

By the end of the year the combination of factors affecting revenue during the ramp up period put the Company at the limits of its available funding. The key factors were the copper price, the slow ramp up resulting from the technical issues detailed above and losses incurred by Central Operations in January and February.

Therefore, Weatherly entered into an equity subscription agreement ('placing') with Orion Mine Finance, Logiman, one of the Company's largest shareholders, and other existing shareholders. In total Weatherly raised US$8.7m at 2p and issued 283,556,181 new shares. Orion Mine Finance subscribed for US$8m of the share issue and Logiman for a further US$0.5m.

Safety

Weatherly is committed to getting all of our employees and contractors "safely home every day" through effective teamwork and leadership, and ensuring that our Safety Management System effectively encompasses our entire workforce. During the reporting period, we made significant progress against our safety targets, but acknowledge that there is still important work to do.

In order to improve understanding and awareness of the hazards confronting our employees in their daily work, Weatherly developed a behavioural based safety programme titled SAFE COPPER to engage all levels of the workforce.

The SAFE COPPER programme was selectively integrated into the day-to-day operations. Employees were engaged through various tools, rewards were given for SAFE COPPER behaviour and the front line supervisor level had a change in focus from lag indicators to lead indicators to measure how well we are doing at preventing incidents rather than quantifying them as they occur.

Through the application of the SAFE COPPER behavioural model plus further development and implementation of our Safety Management System, significant improvements in safety performance were achieved. Lost Time Injury frequency rates fell by over 80% to reach 2.6 lost time injuries per million man hours worked.

Weatherly has a culture of continuous improvement and this is reflected in the development of an integrated management system aligned to ISO 18001 and ISO 14001. By adopting a proactive approach we aim to prevent failures, seize opportunities and excel in the production of Safe Copper.

Environmental Performance

The company recognises that long-term success requires more than just legislative compliance. Our commitment to minimizing potential environmental impacts extends throughout our management practices, policies and standards.

Weatherly's environmental monitoring program focuses on collecting and assessing data associated with surface and ground water, noise and air quality. This information is made publically available via a quarterly presentation to the Environmental Forum, which includes representatives from Weatherly, Government, local council, communities and neighbouring property owners who review environmental performance relating to our operations.

Weatherly aims to firstly identify then mitigate potential impacts to the environment and community in which it operates. We are pleased to report that no environmental incidents or fines for non-compliance were received during the reporting period.

The operation's approved Environmental Management Plan (EMP) includes monitoring of surface and groundwater around the site at strategic locations to identify early on any potential concerns emanating from the site. Standing water levels and water chemistry are monitored at precise locations in accordance with the plan. Hydrogeologists have been engaged to ensure the potential impacts are understood, measured and managed to prevent long-term alteration or harm.

Some of the environmental initiatives implemented in 2014/2015 include:

ü Continued environmental monitoring as per the requirements of the EMP

ü Partnered with the Ministry of Agriculture to enhance the level of Government compliance monitoring being undertaken

ü Evaporation strategies implemented for water contained in old workings

ü Ongoing dust suppression in operational areas of the mining operations that potentially impact our neighbours

China Africa Resources

China Africa Resources plc, in which Weatherly holds a 25% stake made a loss of US$0.7 million (2014- US$0.6 million). The loss incurred during the year consists of costs of running the head office in London and associated listing and regulatory requirements. All costs of the Berg Aukas feasibility study have been capitalised. At 30 June 2015 the Group had US$0.8 million (2014- US$1.5 million) in cash reserves.

Final Comments

In closing, I would like to thank our shareholders and staff for their continued support during the last 12 months. This has been a tough but transformational year for Weatherly and I am delighted that we are now operating in line with our plans, producing some of the highest quality copper cathode in the world.

John Bryant

Chairman

22 December 2015

At a Glance- Our Assets

Tschudi

Tschudi is an open pit copper mine with a mine life of 11 years and a confirmed JORC ore reserve of 24.4 million tonnes of ore at a grade of 0.85 per cent copper.

Tschudi commenced production in February 2015 from its low cost, heap leach, solvent extraction and electro-winning processing plant. The mine and plant are performing to expectations with copper cathode quality consistently exceeding LME grade A requirements of above 99.99 per cent copper.

Central Operations

Central Operations consisted of two producing underground copper mines, Matchless and Otjihase, that were reopened in 2011. Over the last four years their annual production rate has been consistently between 5,000-5,500 tonnes.

The cash from these operations funded drilling at Tschudi, testwork, the feasibility study and also repaid start up loans.

On 14 September 2015 mining and processing of ore at Central Operations was suspended in light of the weak copper price. Central Operations is currently being converted to project development status.

Other Projects

Weatherly has two projects on granted Mining Licences, Tsumeb West and Tsumeb Tailings, and the prospect area EPL 132A.

Weatherly has also strategically invested 25 per cent in the AIM listed China Africa Resources which is currently focused on the development of the lead/zinc project at Berg Aukas in Northern Nambia, estimated to produce 250,000 tonnes of both lead and zinc over 10 years.

Projects - Location

Tschudi is located only 20 kilometres from Tsumeb with good transport via established roads and a nearby airport and railway. The site has grid power and water available from local bore holes.

The Otjihase and Matchless mines are located 18 kilometres northeast of the capital Windhoek and 30 kilometres southwest of Windhoek, respectively. Access to both the projects is via a well-developed road and rail system. Additional state owned services, including grid power and reticulated water are also available at all major centres.

Namibia

Namibia was rated the best African Nation for mining by the Fraser Institute Survey 2014. The country is a stable multi- party democracy and the government promotes inward foreign investment. It has a long established Mining Act and operates under an independent legal system.

During the Company's eight years in Namibia, Weatherly has developed strong relationships with all stakeholders.

Principal Risks and Uncertainties

The Group is exposed to a number of risks and uncertainties which could have a material impact on the performance of the business. The management of these risks is an important part of the day to day responsibility of the management team.

The Board recognises the risks below as the principal risks within the business:

Key Performance Indicators

The Board sets key performance indicators relevant to the stage of operation of the mines. Safety and adherence to environmental legislation are of paramount concern across all our mines. For those mines within Central Operations, Otjihase and Matchless, our cost per tonne and overall production levels are key measures of performance. For Tschudi which was in the development stage, the key measure is being on budget in terms of time and cost. It has subsequently moved to similar measures as Central Operations. The Board is conscious that shareholder return is of paramount importance and share price is a key measure for the business.

Corporate Social Responsibility (CSR)

Weatherly is committed to complying with all health and safety, environmental and social legislation in the countries in which it operates to protecting the health and general well-being of its employees and contractors. It is committed to preserving the environment and benefiting communities in the areas where we operate.

Environment

Concern for the environment is of upmost importance to Weatherly. As well as meeting all the environmental standards required by Namibian legislation it is our policy to reduce to a minimum the potential environmental impact of our activities and to have a positive impact on the areas in which we operate.

We have adopted an integrated approach to the way we manage our Environmental responsibilities. In 2015-2016 the Environ module of the company's Integrated Management system software will be rolled out which includes automated monitoring schedules, ability to track and trend data associated with the operations performance and ensure the company's compliance with the Government approved Environmental Clearance Certificates. For more information see the Chairman's Statement page 7.

Health and Safety

The health, safety and security of the personnel and communities in which we operate takes priority in the management of our operations. Our goal is to prevent injury and ill health to employees and contractors by providing a safe and healthy working environment and by minimising risks associated with occupational hazards.

Weatherly is developing an integrated management system aligned to OSHAS 18001 and ISO 14001as well as a behavioural based safety programme called SAFE COPPER. For more information see the Chairman's Statement page 6.

Business Ethics

Weatherly is committed to carrying out all its operations with high moral and legal standards. Weatherly has a well developed Anti-corruption and Anti-bribery policy in line with the Bribery Act. All staff are made aware of their obligations on recruitment and with periodical updates. The company maintains a "whistle blower" programme.

Benefits to Namibia

Weatherly's operations in Namibia benefit the adjacent and wider Namibian community through the creation of substantial direct and indirect employment. Development of the Tschudi project as a mine which produces pure refined copper on site for the first time on a commercial scale in Namibia is supportive of the Government's stated strategic objectives relating to maximising value-addition by beneficiation of mineral resources entirely within the country. Further Weatherly's projects benefit Government's development and social objectives via the direct contribution made to Namibia's fiscus via royalties and taxation, and via benefits the Government of the Republic of Namibia will obtain by virtue of its significant shareholding in Weatherly International. Additional benefits provided by Weatherly in line with Government's stated objectives relate to the significant training and skills creation activities which take place. In a more local sense, Weatherly is also engaged in discussions with the Tsumeb Municipality with a view to assisting with transfers of land suitable to help provide low cost housing in the area.

Reserves and Resources Statement

Current Operations- Tschudi

All reserves and resources in table A and B below have been updated to 30 June 2015 and are reported in accordance with the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code") and estimated by a Competent Person as defined by the JORC Code (as described more fully below).

Table A: Weatherly Mining Namibia, Tschudi Operation: Ore Reserves as at 30 June 2015

The Ore Reserve estimate is reported above a copper cut-off grade of 0.3%, and based on a copper price of US$5,950/tonne (US$2.70/lb)

Current surface stockpiled ore has been excluded from the reserve estimate. Approximately 280kt of ore at 0.44% Cu was stockpiled at the end of June 2015 containing 1,237t Cu metal.

The above tables is subject to rounding errors and may not cast.

Competent Persons Statement- Tschudi Ore Reserves The information in this report that relates to the Tschudi Ore Reserve estimate is based on information compiled by Mr Anthony Cameron, BE (Mining), Grad Dip Bus, M Comm Law, FAusIMM, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Cameron is the Principal Mining Engineer of Cameron Mining Consulting Ltd. Mr Cameron has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and ore Reserves'. Mr Cameron consents to the inclusion in the Annual Report of the matters based on his information in the form and context in which it appears.

Table B: Weatherly Mining Namibia, Northern Operations: Mineral Resources as at 30 June 2015

The Measured and Indicated Mineral Resources are inclusive of Ore Reserves.

The above tables are subject to rounding errors and may not cast.

Competent Persons Statement - Tschudi Mineral Resources The information in this report that relates to the Tschudi Mineral Resource estimate is based on information compiled by Mr Riaan E Herman, Pr.Sci.Nat, a Competent Person who is a Professional Natural Scientist of the South African Council for Natural Scientific Professions, which is Recognised Professional Organisation ('RPO'). Mr Herman is the Managing Director of Riaan Herman Consulting cc. Mr Herman has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Herman consents to the inclusion in the Annual Report of the matters based on his information in the form and context in which it appears.

Resources and Reserves Statement- Development Projects

All reserves and resources in tables C & D below were updated to 30 June 2014 and are reported, in accordance with the Australasian Code of Reporting Mineral Resources and Ore Reserves (the "JORC Code") and were estimated by a Competent Person as defined in the JORC Code (as described more fully below) They have not been updated to 30 June 2015. However the only activity that occurred on these sites from 1 July 2014 to 30 June 2015 which would affect these figures was mining and processing of ore from Otjihase and Matchless Western Extension. During the period 1st July 2014 to 30th June 2015 the following ore was mined and processed from these projects:

Otjihase: 176kt at 1.49% Cu containing 2,634t Cu metal.

Matchless (Western Extension): 154kt at 1.90% Cu containing 2,761t Cu metal.

Table C: Weatherly Mining Namibia, Development Projects: Ore Reserves as at 30 June 2014

The above tables are subject to rounding errors.

Table D: Weatherly Mining Namibia, Development Projects: Mineral Resources as at 30 June 2014

Reported in accordance with 2004 Edition of the JORC Code.

The Measured and Indicated Mineral Resources are inclusive of Ore Reserves.

The above tables are subject to rounding errors and may not cast.

Competent Persons Statement- Ore Reserves and Mineral Resources The information in this report that relates to the Ore Reserve and Mineral Resource estimates is based on information compiled by Mr Andrew Thomson BSc (Hons) Geology, Country Manager and Technical Director, Weatherly Mining Namibia, member of South Africa Council for Natural Scientific Professions (registered number 400052/86), a Competent Person. Mr Thomson has sufficient experience that is relevant to the styles of mineralisation and type of deposits under consideration and to the activities being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Thomson consents to the inclusion in the Annual Report of the matters based on his information in the form and context in which it app

Weatherly Mining Namibia: Historical Estimates

The estimates in Table E are "historic estimates" and although most were prepared at the time in accordance with South African reporting standards (SAMREC) they are not reported in accordance with the current JORC code of 2012. At this stage no competent person has done sufficient work to report these "Historic estimates" in accordance with the JORC code (2012). It is uncertain that following evaluation and/or further exploration that the "historic estimates" will be able to be reported as mineral resources in accordance with JORC Code (2012).

Table E: Weatherly Mining Namibia: Historical Resources

* Remaining resource/reserve calculated by Tsumeb Corporation Limited in 1984.

The above tables are subject to rounding errors and may not cast

The Strategic Report on pages 3 to 16 was approved by the Board of Directors on 22 December 2015 and was signed on its behalf by John Bryant, Chairman.

John Bryant

Chairman

Corporate Governance Report

Introduction

Whilst we do not comply with the UK Corporate Governance Code ("the Code"), the Board of Directors is committed to maintaining high standards of corporate governance.

The Board is accountable to its shareholders for good governance, and the statement below is based on the review of corporate governance that was carried out by the Audit Committee and describes how the principles of good governance have been applied.

Constitution of the Board

During the year ended 30 June 2015, the Board was comprised of the following:

John Bryant Chairman

Rod Webster Chief Executive Officer

Alan Stephens Senior Independent Non-executive Director

Wolf Martinick Non-executive Director

Charilaos Stavrakis Non-executive Director

Non-executive Directors

During the year, the Board had four non-executive directors: John Bryant (Non-executive Chairman), Alan Stephens, (Senior Independent Non-executive Director), Wolf Martinick and Charilaos Stavrakis. Alan Stephens, John Bryant and Charilaos Stavrakis were considered to be independent. Due to the size of Wolf Martinick's historic shareholding he is not considered to be an independent director. The relatively small number of share options that have been granted to the other three non-executive directors does not, in the opinion of Weatherly's advisers or its directors, impair their independence.

Committees of the Board

The Board has three Standing Committees, each of which has terms of reference setting out its authority and duties, as follows:

The Audit Committee was made up of Charilaos Stavrakis as Chairman, Alan Stephens and John Bryant for the year ended 30 June 2015.

The Audit Committee meets as required. It reviews the financial reports and accounts and the preliminary and interim statements, including the Board's statement on internal financial control in the annual report, prior to their submission to the Board for approval. The Audit Committee also reviews corporate governance within the Group and reports on this to the Board. In addition, it assesses the overall performance of the external auditor including scope, cost-effectiveness and objectivity of the audit.

The Audit Committee is also charged with reviewing the independence of the external auditor and monitors the level of non-audit fees. These fees are disclosed in note 9 to the accounts. In the opinion of the Audit Committee, which has reviewed these fees and the procedures that Grant Thornton UK LLP have in place to ensure they retain their independence, the auditor's independence is not compromised. The Audit Committee met twice during the period, and all committee members were present on each occasion.

The Audit Committee can meet for private discussion with the external auditor, who attends these meetings as required. The Company Secretary acts as secretary to the Committee.

The Remuneration Committee was made up of Alan Stephens as Chairman, John Bryant and Charilaos Stavrakis.

The Remuneration Committee determines, on behalf of the Board, the Group's policy on executive remuneration and the remuneration packages for executive directors. It also approves and administers the executive share option scheme and the grant of options as part of the remuneration package. The Remuneration Committee met once during the period, with all committee members in attendance on each occasion.

The Nominations Committee was made up of John Bryant and Rod Webster with either Wolf Martinick or Alan Stephens.

In addition to its role of considering the appointment of directors and senior managers, the Nominations Committee is also charged with reporting to the Board on the effectiveness of the Board, its sub-committees and its directors, and it does this at the end of the annual audit cycle. The Nominations Committee did not meet in the year.

Attendance at Meetings

During the year, there were eleven Board meetings. Directors' attendance at meetings of the Board and its sub-committees during the period was as follows:

John Bryant Board 11/11 Audit Committee 2/2 Remuneration Committee 1/1

Rod Webster Board 11/11

Alan Stephens Board 10/11 Audit Committee 2/2 Remuneration Committee 1/1

Wolf Martinick Board 9/11

Charilaos Stavrakis Board 11/11 Audit Committee 2/2 Remuneration Committee 1/1

Of the eleven Board meetings, two were of a procedural nature and nine were substantive meetings.

The Nominations Committee did not meet in the year.

The Board is responsible for reviewing and approving the adequacy and effectiveness of the Group's internal controls, including financial and operational control, risk management and compliance.

In order to establish effective procedures for internal control and communicate these throughout the Group, including its subsidiaries, the Board has issued two important documents to all staff known as the Board Protocol and the Manual of Internal Control.

The key elements of the Group's internal control are set out in these documents, and contain:

· a clearly defined structure for the Group, its subsidiaries and management teams;

· powers which the Board has reserved to itself. These include the approval of all business plans and budgets for the Group and all its subsidiaries, the establishment of subsidiary companies and appointment of directors to them, and the process for project approval and capital expenditure;

· terms of reference for the Audit, Remuneration and Nominations Committees, which define the roles of their members;

· information about how often the Board should meet (as a minimum) and an annual cycle of meetings. This covers the process for the preparation of Board agendas and Board papers, and their prior consideration by the management team at its weekly meetings;

· detailed business plans and budgets to be approved annually and performance monitored by the management team and the Board at its monthly meetings; and

· procedures for the approval of expenditure, the levels of authority and the management controls.

The directors acknowledge their responsibility for the Group's system of internal financial control and risk management, and place considerable importance on maintaining this. The Manual of Internal Control and the process for authorisation that it imposes, together with the Board Protocol setting out the process for authorising business plans, budgets and projects, form an important part of our decision-making process; however, this can only provide reasonable and not absolute assurance against material errors, losses or fraud.

There is currently no internal audit function within the Group owing to the small size of the administrative function. There is however a high level of review by directors and a clear requirement for them to authorise transactions. Should the need for a separate internal audit function become apparent, the Board will establish one.

The Board Protocol and the Manual of Internal Control have both been updated and refined as Weatherly's business evolves and grows.

Bribery Act Compliance

In response to the introduction of the Bribery Act 2010 and in order to ensure compliance, the Board approved a suite of documentation that included a policy statement on anti-corruption and bribery, a code of conduct for employees, a set of management procedures, a note defining responsibilities within the Company and an implementation plan which has been rolled out in the Company. Progress on the implementation has been reported to the Audit Committee. The Audit Committee noted that documentation has been circulated and meetings to explain the procedures have been held with all staff and contractors on site including our operating mines in Namibia. Notices have been displayed at our locations with the "whistle-blowing" procedure. The implementation and effectiveness of these procedures is continually monitored and reported to the Board. This year members of the senior management team in Namibia were interviewed and confirmed that all new members of staff and all new contractors had been instructed on the Company's policies and procedures for compliance with the Bribery Act and there were no issues arising from this.

Relations with Shareholders

The Company endeavours to maintain regular communications with shareholders through regulatory announcements, via the Weatherly International website and by direct contact with its major shareholders. Rod Webster has taken the opportunity to meet the smaller shareholders at regular investor presentations. The Board values the views of its shareholders and fosters continuing dialogue with investment and fund managers, other investors and equity analysts to ensure that the investing community receives an informed view of the Group's prospects, plans and progress.

Directors' Remuneration Report

Remuneration Committee

The Company has established a Remuneration Committee which is constituted in accordance with the recommendations of the UK Corporate Governance Code (September 2014). The members of the Committee for the year ended 30 June 2015 were Alan Stephens, John Bryant and Charilaos Stavrakis, who are independent non-executive directors, and the Committee was chaired by Alan Stephens.

None of the members of the Committee has any personal financial interest (other than as a shareholder), conflicts of interests arising from cross-directorships, or day-to-day involvement in running the business. The Committee makes recommendations to the Board. No director plays a part in any discussion about his own remuneration.

Remuneration Policy for the Executive Directors

Executive remuneration packages are designed to attract, motivate and retain directors of the highest calibre to lead the Company and to reward them for enhancing value to shareholders. The performance management of the executive directors and key members of senior management, and the determination of their annual remuneration package, are undertaken by the Committee.

There are five main elements of the remuneration package for executive directors and senior management:

· basic annual salary;

· benefits in kind;

· annual bonus payments;

· share option incentives;

· pension arrangements.

The Company's policy is that a substantial proportion of the remuneration of the executive directors should be performance related. Executive directors may earn an annual bonus payment together with the benefits of participation in share option schemes.

Basic Salary

An executive director's basic salary is reviewed by the Committee prior to the beginning of each year and when an individual changes position or responsibility. In deciding appropriate levels, the Committee considers the Group as a whole and relies on objective research which gives up-to-date information on a comparable group of companies. In considering the Chief Executive's basic salary, the Remuneration Committee took into account his extensive responsibilities.

Benefits in Kind

The executive director receives benefits in kind, principally private medical insurance.

Annual Bonus Payments

The Committee establishes the objectives that must be met for each financial year if a cash bonus is to be paid. In setting appropriate bonus parameters, the Committee refers to the objective research on a comparator group of companies, as noted above. The Committee believes that any compensation awarded should be tied to the interests of the Company's shareholders and that the principal measure of those interests is total shareholder return. Account is also taken of the relative success of the different parts of the business for which the executive directors are responsible and the extent to which the strategic objectives set by the Board are being met. The maximum performance-related bonus that can be achieved is 100% of basic annual salary. The strategic objectives, control system and indicators are also aligned to total shareholder return.

Share Options

The Company has issued share options to its staff under an unapproved share option scheme. The Remuneration Committee has responsibility for the administration of the scheme and the granting of options under its terms. This includes setting the performance criteria when appropriate and the strike price of the options. The details of these awards are set out below and their accounting treatment is dealt with in note 27 to the financial statements.

Pension Arrangements

Executive directors receive pension contributions to their own private pension schemes.

Directors' Contracts

All the directors have signed contracts with the Company. Rod Webster stood down as CEO at the end of the financial year. The non-executive directors are appointed for a fixed term: John Bryant and Wolf Martinick for two years, Alan Stephens and Charilaos Stavrakis for three years. These may be terminated by giving two months' notice, without compensation for loss of office. All newly appointed directors are required to offer themselves for election at the next Annual General Meeting of the Company and their appointments are subject to them being so elected. Non-executive remuneration is determined by the Board within the limits set by the Articles of Association and is based on independent salary surveys of fees paid to non-executive directors of similar companies. The basic salary paid to each non-executive director in the year was £30,000. The non-executive directors receive further fees for additional work performed for the Company on the basis of the number of additional days worked.

Aggregate Directors' Remuneration

The total amounts for directors' remuneration, paid by Weatherly International plc and its subsidiaries, were as follows:

Directors' Share Options

Aggregate directors' remuneration disclosed above does not include any amounts for the value of options to acquire ordinary shares in the Company granted to or held by the directors. Details of the total number of options granted to date are set out below.

1. Fully vested.

2. Vest one-third on 11/3/2014, one third on 11/3/2015 and one third 11/3/2016.

3. Vested on 17/6/2014. All options are exercisable for 10 years from the vesting date.

4. Vest following a period of three calendar months during which an aggregate of 3000 tonnes of copper cathode is produced at Tschudi.

The share price movements during the year were as follows: high of 3.88 pence, low of 0.88 pence and a closing share price at 30 June 2015 of 1.05 pence.

There have been no variations to the terms and conditions or performance criteria for directors' share options during the financial year.

Approval

This report was approved by the Board of Directors on 22 December 2015 and signed on its behalf by:

John Bryant

Chairman

Statement of Directors' Responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors confirm that:

· so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

· the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Auditor

Grant Thornton UK LLP have expressed their willingness to continue in office as auditor, and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

On behalf of the Board:

John Bryant

Chairman

22 December 2015

Directors' Report

Principal Activities

The principal activity of Weatherly International plc during the year was to act as a holding company for the Group's activities in mining and production of base metals, primarily copper.

The subsidiary and associated undertakings principally affecting the profits or net assets of the Group in the year are listed in note 16.

Review of the Business and Future Developments

The review of the business and future developments of the group are included within the Chairman's Statement on page 3.

Financial Risk management has been assessed within note 29.

The Directors

The directors during the year ended 30 June 2015 were:

J Bryant (Non-executive Chairman)

R J Webster (Chief Executive Officer)

W G Martinick (Non-executive)

A J Stephens (Senior Independent Non-executive)

C G Stavrakis (Non-executive)

Directors' indemnities

Weatherly International plc maintains liability insurance for its directors and officers during the year and also as at the date of the report of the directors. This group cover extends to and includes the directors and officers of the company.

Going Concern

The Group incurred a loss before tax of US$13.1m during the year ended 30 June 2015 and, at that date, had net current liabilities of US$88.3m including the loan from Orion Mine Finance (Master) Fund I LP ("Orion"), in respect of which the Group was not in compliance with one of its covenants at that date, which was to produce 3,000 metric tonnes of copper cathode in a consecutive 3 month period by 30 June 2015. The non-compliance has subsequently been waived by Orion and the terms of the loan have subsequently been amended as disclosed in "Events Subsequent to Statement of Financial Position Date" in note 30.

Under the terms of the amended loan the first instalment on Tranche B was due on 30 November 2015. Orion, Weatherly's largest shareholder and lender, confirmed it has agreed to defer both this and the next instalment due on 29 February 2016. If copper prices remain at current levels it is unlikely that the Group will generate sufficient surplus cash to meet subsequent loan repayments and the Group's going concern will be dependent on Orion's continued support, of which there is no certainty.

On 14th September the Group announced it had suspended production at its Otjihase and Matchless mines, Central Operations. There will be ongoing care and maintenance costs which will need to be funded from Tschudi and well as the costs of the holding company, Weatherly International.

In addition to deferring the payments due on 30th November 2015 and 29th February 2016, Orion provided a further US$4m loan on 18th December repayable within 350 days to meet the working capital requirements of the Group.

The directors believe that with the support of Orion to defer loan repayments, Tschudi can generate sufficient surplus funds for the group to remain as a going concern. However there are a number of uncertainties around the assumptions that have a potentially negative impact on the company's ability to deliver the forecast cash flows.

These are:

· That Tschudi is able to achieve and maintain nameplate production levels of 1,400t of copper cathode a month throughout the period. The risks of not achieving this revolve around not being able to mine and process sufficient ore tonnes to achieve this output as well as the leach time and metallurgical recovery rates remaining in line with the feasibility study as we mine into different types of ore.

· Copper price fluctuations not having a further material adverse affect on the Group's profitability.

· As the Group's revenue streams are converted from US dollars to rand exchange rate fluctuations could have a material adverse effect on the Company's profitability.

· The timing of income is uncertain. Sales are dependent on the date our customer, Orion, ships the copper cathode. The Group recovers VAT receipts in Namibia, the timing of which is uncertain.

The likely ongoing need for Orion's support along with the above conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Group financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Results and Dividends

The consolidated loss for the year after taxation was US$13,544,000 (2014 loss US$ 5,730,000). No dividends were declared or paid during the year (2014: US$ nil).

Substantial Holdings

Shareholdings of 3% and more of the issued share capital of the Company were extracted from the shareholders' register at close of business on 7 December 2015 as follows:

Major Shareholders' Information

Events Subsequent to Statement of Financial Position Date

1. On 1 July 2015 Rod Webster retired as CEO of the company. He will continue to work with the Company as a Director in a development role. Craig Thomas has been appointed as Chief Executive Officer and has joined the Board of Directors of Weatherly. In addition, two further new appointments have been made to the Board of Directors, Krzysztof Szymczak, Managing Director of Logiman (Pty) Ltd, and Ray Jenner, Portfolio Director of Orion Resource Partners (USA) LP, have joined the Board of Weatherly.

2. On 14 September 2015 mining and processing of ore at Central Operations was suspended in light of the weak copper price. Central Operations is currently planned to be converted to Project Development status.

3. On 15 September 2015 the Group announced that it has executed an agreement for the drawdown of US$4 million under its master facility agreement with Orion Mine Finance (Master) Fund I LP ("Orion").

The key terms of Facility C include inter alia an interest rate of Libor plus 9% (with a minimum Libor of 2%) which remains unchanged from the terms originally agreed in respect of Facility C in 2013; a drawdown period of 60 days from signing; a due date 350 days after signing the Amendment and Restatement Agreement; and an arrangement fee of US$280,000 payable on or before 31 August 2016.

4. Subsequent to the year end the Group has identified a potential fraud within Central Operations. The Group has engaged forensic auditors to confirm whether a fraud has occurred and if so its magnitude. It is believed any fraud is contained within Central Operations and any loss to the company associated with this potential fraud in the year is contained within the income statement and that the Statement of Financial Position is unaffected. The staff suspected to be involved are no longer with the Group.

5. On 18 December 2015 the Group announced that it has executed an agreement for the drawdown of a further US$4 million under its master facility agreement with Orion Mine Finance (Master) Fund I LP ("Orion"). The key terms of Facility D include inter alia an interest rate of Libor plus 9% (with a minimum Libor of 2%); a drawdown period up to 31 March 2016, a due date 350 days after signing the Amendment and Restatement Agreement; and an arrangement fee of US$280,000 payable on the due date. At the same time the Group announced that commencement of repayments under Tranche B have been deferred and consequently that the first two payments of the loan due on 30 November 2015 and 29 February 2016 had been removed from the repayment schedule. The first repayment under Tranche B will be 31 May 2016 and quarterly thereafter until 29 February 2020. The revised repayment schedule is for the first two payments to be half the level of the remaining payments.

Exchange Rates

The following rates have been used in the compilation of the financial statements and notes supporting the accounts:

The use of average rates to translate foreign trading is considered appropriate as the revenue and expenditure is relatively stable.

The directors' report was approved by the board and signed on its behalf.

John Bryant

Chairman

22 December 2015

Independent Auditor's Report to the Members of Weatherly International plc

We have audited the Group financial statements of Weatherly International plc for the year ended 30 June 2015 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Statement of Directors' Responsibilities set out on page 23, the directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the FRC's website at www.frc.org.uk/auditscopeukprivate.

Basis for qualified opinion on financial statements

As disclosed in note 30, subsequent to the year end the directors have identified a potential fraud relating to certain expenditures within the two producing copper mines, Matchless and Otjihase, known as Central Operations. The directors have engaged forensic auditors to investigate whether a fraud has occurred and if so its magnitude and which years it relates to. That work has yet to be completed. Until the findings of this exercise are known it is not possible to obtain sufficient appropriate audit evidence about whether the Group financial statements as a whole are free from material misstatement, whether due to fraud or error.

Qualified opinion on financial statements

In our opinion, except for the possible effects of the matter described in the Basis for qualified opinion paragraph, the Group financial statements:

· give a true and fair view of the state of the Group's affairs as at 30 June 2015 and of its loss for the year then ended;

· have been properly prepared in accordance with IFRSs as adopted by the European Union; and

· have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - going concern

In forming our opinion on the financial statements we have considered the adequacy of the disclosure made in note 3 to the Group financial statements concerning the Group's ability to continue as a going concern. The Group incurred a loss before tax of US$13.1m during the year ended 30 June 2015 and, at that date, had net current liabilities of US$88.3m including the loan from Orion Mine Finance (Master) Fund I LP ("Orion"), in respect of which the Group was not in compliance with one of its covenants at that date, which was to produce 3,000 metric tonnes of copper cathode in a consecutive 3 month period by 30 June 2015. The non-compliance has subsequently been waived by Orion and the terms of the loan have subsequently been amended as disclosed in "Events Subsequent to Statement of Financial Position Date" in note 30. Under the terms of the amended loan the first instalment on Tranche B was due on 30 November 2015. Orion, Weatherly's largest shareholder and lender, confirmed it has agreed to defer both this and the next instalment due on 29 February 2016. If copper prices remain at current levels it is unlikely that the Group will generate sufficient surplus cash to meet subsequent loan repayments and the Group's going concern will be dependent on Orion's continued support, of which there is no certainty.

These conditions, along with the other matters explained in note 3 to the Group financial statements, indicate the existence of a material uncertainty which may cast significant doubt the Group's ability to continue as a going concern. The Group financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and Directors' Report in the financial year for which the Group financial statements are prepared is consistent with the Group financial statements.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to the potential fraud within Central Operations, described above:

· we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· certain disclosures of directors' remuneration specified by law are not made.

Other matter

We have reported separately on the Parent Company financial statements of Weatherly International plc for the year ended 30 June 2015. That report includes an emphasis of matter.

Christopher Smith

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

London

22 December 2015

Consolidated Income Statement

For the year ended 30 June 2015

The notes on pages 33 to 67 form part of these financial statements.

Consolidated Statement of Comprehensive Income

At 30 June 2015

The notes on pages 33 to 67 form part of these financial statements.

Consolidated Statement of Financial Position

At 30 June 2015

.......................................................................

On behalf of the Board:

J Bryant

Chairman

Approved by the Board on 22 December 2015

The notes on pages 33 to 67 form part of these financial statements.

Consolidated Statement of Changes in Equity

For the year ended 30 June 2015