Final Results

North River Resources plc / Ticker: NRRP / Index: AIM / Sector: Mining

27 June 2013

North River Resources plc

('North River' or 'the Company')

Final Results

North River Resources plc, the AIM listed resource company focussed on Namibia and Mozambique, is pleased to announce its results for the year to 31 December 2012 which will be posted to shareholders today.

A General Meeting will be convened in order to approve the accounts, details of which will be provided in due course. The accounts not been finalised until now due to the Company being in a close period following the placing completed in April 2013.

Overview:

·; Focussed on developing its flagship asset, the Namib Lead Zinc Project ("Namib")

·; Commenced a new stage of "proof-of-concept" work to assess the commercial potential of the project

·; New EPL granted at Namib to expand exploration area by 12,395ha

·; Strategy to transform North River from a loss-making explorer into profitable revenue-generator

·; New Board in place with resource and corporate experience to implement new strategy

·; Raised £1 million through a placing with new and existing investors

·; Supportive partner Taurus Mineral Limited, a joint venture between CGNPC and the China-Africa Development Fund, the largest state equity fund investing in Africa

·; Written answers to questions arising at the recent AGM will today be posted on the Company's website: www.northriverresources.com

For further information please visit www.northriverresources.com or contact:

North River Resources plc

('North River' or 'the Company')

Final Results for the year ended 31 December 2012

Managing Director's Statement

I am pleased to report the financial results for North River Resources plc for the year ended 31 December 2012. North River is a mineral exploration and development company currently active in sub-Saharan Africa. Our results reflect the focus of our work in 2012 on exploration programmes, principally the re-opening of the brownfield Namib Lead Zinc project (Namib), and show that the group incurred a loss before taxation for the year of £2,816,853 (2011: loss of £2,913,029). The last year also saw considerable change and development at a corporate and project level.

Corporate Developments

In April 2012, our major shareholder, Kalahari Minerals plc, was acquired by a large Chinese state consortium called Taurus Mineral Limited ("Taurus") for £651 million. As a consequence, Taurus became the controlling shareholder of North River, which heralded a major change in the Board and the management of the Company. North River has now become very much focussed on developing its flagship asset, Namib. We have moved quickly to raise additional finance and to review the large number of studies and exploration programmes that have been conducted on the site over the years.

Your company has now commenced a new stage of "proof-of-concept" work to help assess the commercial potential of the project. This includes deep drilling under the old mine, drilling, geophysics and geochemistry of new near-mine targets, exploration of a recently awarded EPL adjacent to the mine, and appraising the potential to re-process tailings. If the results of the proof of concept work are successful, we hope to move the Namib project into a resource development phase and build the documentation for an application for a mining licence. The strategy is to transform North River from a loss-making explorer into profitable revenue-generator.

Taurus was developed as a joint venture between CGNPC (China Guangdong Nuclear Power Holding Corp, the largest nuclear power producer in China) and the China-Africa Development Fund, the largest state equity fund investing in Africa, which was brought in as a 50 per cent. funding partner. Kalahari was acquired to provide CGNPC, access to the Husab Uranium Project in Namibia ("Husab") which is currently estimated to be one of the world's largest uranium discoveries and is being developed locally by Swakop Uranium to feed future raw material demand for Chinese nuclear power.

On completion of the takeover of Kalahari Minerals, North River came under the effective control of Taurus. Two senior CGNPC officials, Mr. Zhiping Yu and Mr. Zuyuan He, were appointed to the North River Board in June 2012, as Non-Executive Director and Non-Executive Chairman. They are respectively the General Manager and Deputy General Manager of the Nuclear Fuels division of CGNPC.

In December 2012, David Steinepreis stepped down from his position as Managing Director to focus on his other business interests in Australia. I was approached by the Board to take the helm of the Company, given my background in business recovery and turnaround situations. After a review of operations, we decided to streamline operations and focus on our flagship project, the re-opening of the Namib Lead Zinc mine in Namibia. As part of this, the Company hired Mr. Dominic Claridge as project manager for the Namib project in February 2013. Dominic had previously worked for AIM listed Weatherly International plc, developing a similar lead zinc mine in Namibia and so is well qualified for this position.

In January 2013, we welcomed two new non-executive directors: Mr. Brett Richards, formerly CEO of Avocet Mining plc and currently CEO of Octea Mining, a large diamond producer in Sierra Leone; and Ms. Qi Yu, CEO of Extract Resources Limited, also owned by Taurus. Qi is based in London and so able to act as liaison with our Beijing based Board members. We anticipate appointing a further independent non-executive director in the near future thereby completing the near-term transformation of the Company with a fresh Board and management team.

Fundraising

In April 2013, the Company raised £1 million through a placing with new and existing investors in challenging market conditions which the Board believes is a testament to the strength of the Namib project.

Taurus was unable to participate in the Placing, as it fell outside of its strategic remit to develop the Husab project, and as a result its interests in the Company were diluted to 27 per cent. of the issued share capital. CGNPC continues to give North River active support in Namibia, including helping to further develop our relationship with the Namibian authorities, and providing on the ground advice. We continue to welcome Swakop Uranium officials and staff to the Namib site, which is a short distance from the Husab project.

Namib Project Operational Update

As mentioned previously, North River has now decided to focus its efforts on re-opening the Namib Lead Zinc mine near Swakopmund in Namibia. The Board believes that the prospects of re-opening the Namib mine are good. Adjacent to the mined-out area are a number of ore-bodies on strike that have been drilled to a depth of around 200 metres. There is strong potential that these, and the mined-out ore-bodies, continue at depth, and that further ore-bodies will be appraised close to the mine, or in the local vicinity, yielding the required tonnages to re-open a high grade mine.

Significant work has been undertaken during 2012 on the Namib project. The bottom two levels of the mine were dewatered from September 2011 to April 2012 through the pumping out of approximately 15 million litres of water. We believe when the mine was last in operation the water had entered, via a fault, from the slime pit and had not been correctly disposed of, and as a result was effectively re-circulated into mine. It is also possible that the flash floods in the area, which generally only occur once every few years, may have deposited some additional water. The mine is now dry and we do not expect water to be an on-going issue at this depth in future. However, water may be present at near mine targets.

De-watering of the mine allowed 3D modelling, a photographic survey and a 600 metre channel sampling programme to be conducted at the lower levels, producing some encouraging results and locating pods of high grade ore with up to 20 per cent. contained metal. We expect the quantity of in-situ ore identified within the old mine structure to be between 50,000 and 100,000 tonnes. This ore was due to be mined before the operation was shut down in 1992, due to low commodity prices and unions problems, and is significant because it is so readily accessible. Initial calculations indicate that such ore could account for as much as half a year's resource for the mine's production plan.

In conjunction with the surface drilling programme conducted by Kalahari Minerals in 2007, the surveys carried out in 2012 have enabled the delineation of a maiden JORC resource of 668,000 tonnes at 6.6 per cent. zinc ("Zn"), 2.5 per cent. lead ("Pb"), 46 g/t silver ("Ag") and 33 g/t indium ("In") in October 2012 by CSA Global (UK) Ltd following a site visit, data review and inclusion of drilling and channel sampling results. The following resource figures have been estimated using an ore density of 3.45t/m3 and a cut-off grade of 1 per cent. combined Pb and Zn. Tonnes were rounded to the nearest 1,000 tonnes.

Tonnes Zn% Pb% Ag (g/t) In (g/t)

JORC Class

Indicated (North Lodes) 80,000 7.1 1.8 41 51

Inferred (North Lodes) 477,000 6.9 2.5 44 33

Inferred (South Lodes) 111,000 5.1 2.9 62 22

Total Inferred 588,000 6.5 2.6 47 31

Total 668,000 6.6 2.5 46 33

Based on the above, we estimate the current identified ore quantity to be equivalent to between three and four years of mine life, which we believe is likely to exceed the break even threshold for the re-opening of the mine. Unverified historic intercepts, electromagnetic survey results and structural geology all also indicate good prospectivity to establish further resources. We have located data on exploration drilling that was conducted in 1966. Although the results remain unverified, as we have been unable to locate the core, the data shows numerous drill intercepts beneath the mine to 300 metres below surface. This is highly encouraging, as it indicates that the ore-bodies continue at depth.

In addition to exploration data, we have also located historical production data. We have ascertained that the mine produced at least 104,000 tonnes of concentrate, worth in excess of US$100 million in revenue at today's commodity prices and normal recovery returns. This concentrate was extracted from approximately 700,000 tonnes of ore and mined to a depth of around 200m. We calculate that the head grade would have been about 10 per cent. combined lead and zinc contained metal.

The current exploration licence (EPL 2902) covering the Namib project is due to expire in April 2014. In February 2013, we welcomed a visit by officials from the Ministry of Mines and Energy at the mine site, which included a full underground tour and preliminary discussions around renewing our current exploration licence (EPL 2902) that is due to expire in April 2014. Given the amount of work that has been, and continues to be, conducted on the site we do not anticipate a problem in extending the EPL if required. However, we hope to potentially be in a position to apply for a mining licence before the expiry of the EPL.

Accordingly, numerous aspects of the mining licence application have already been advanced. The Environment Impact Assessment ("EIA") report is largely complete and has found few environmental concerns facing the re-opening of the mine due to its desert based location. A public Interested and Affected Parties ("IAP") community consultation meeting was also held in May 2013 in Swakopmund and encountered no serious opposition to the project. The Company is now awaiting written submissions relating to the IAP meeting. We also completed a full environmental clean-up of the Namib site. Equipment at surface, including the head gear, was found to be no longer serviceable and was sold for scrap. A number of buildings were also demolished and removed.

Further, in April 2013, we took delivery of a structural geological review of the site by Dr. Neal Reynolds, a globally recognised authority on this type of deposit, which has given the Company a greatly enhanced understanding of the mineralisation and its controls. Among other data, Dr. Reynolds reviewed the 1,572km VTEM survey flown over the licence area last year at a tight 25 metre spacing. His report concluded that the mineralisation is not a deformed Mississippi Valley Type formation as previously thought, but an intrusive-related replacement mineralisation. Based on his conclusions, and taken in conjunction with the structural geology, a number of significant new targets in the vicinity of the mine have been identified and which will be evaluated this year in preparation for drilling.

The Company was also granted a large new EPL (no 5075) in May 2013, located to the east and south of the Namib project, which contains a number of promising Pb-Zn targets according to historic geochemical and drilling information. The host marble rock of the Namib mine extends into a significant area of EPL 5075 and we are hopeful that this will provide a number of new opportunities for the Company over the coming year. We felt it important to secure the EPL, which covers 12,395ha, before advanced resource drilling and exploration of near mine targets commenced.

Namib Project Future Development Plans

A Conceptual Engineering Study ("CES") and Development Plan for Namib was developed throughout 2012 and presented in Q4 2012 to the Board for review. The CES will provide important groundwork for a pre-feasibility study and will consequently help accelerate the development of the project.

Following its review of the CES, the Board has initiated a three stage programme for the Namib project. Stage One (designated "proof-of-concept") will comprise further drilling and geophysics over the coming months designed to better understand the extent and the scope of the ore-body around the historic mine. We wish to investigate three targets along strike of existing ore bodies very close to the mine site, and examine the ore bodies at depth via drilling from surface and down hole electromagnetic probes ("DHEM"). This will hopefully give the Company a better feel for the longer-term potential of the mine and provide clearer targets for resource drilling. Stage Two is anticipated to largely comprise of resource drilling, much of it probably underground, and possibly concurrently with producing the remaining studies and reports necessary to support an application for a mining licence. Stage Three would comprise the development of the mine, and could be completed within a year at low cost by installing modular units.

We are currently planning for a 200,000 tonne per annum processing plant which will make use of the existing excellent road, and power infrastructure. Plant equipment of this scale can be bought off the shelf and in modular form thereby keeping costs down. We anticipate capacity at Walvis Bay port, located 60km away, to import the required capital equipment during development and to export the concentrate (via container) during production. The town of Swakopmund is located only 20km along the Trans-Kalahari Highway from the mine and therefore we will probably not have to build worker accommodation on site. The project benefits from being small and having established infrastructure, reducing the anticipated capital expenditure.

Other Assets

In addition to the Namib project, the Company has numerous other interests in both Namibia and Mozambique which remain valuable additions to our portfolio. However, in the near-term our strategy will be to devote the Company's resources to the Namib project. The copper projects in particular have received considerable exploration expenditure in recent years relative to their size and we do not consider further budgets are warranted at this stage. However, we expect to turn our attention to realising shareholder value from these assets later in the year.

Witvlei and Dordabis Copper Projects ('Witvlei and Dordabis') - 100 per cent. Owned

In order to increase confidence in our geological model the surface outcrop at Malachite Pan has been re-mapped and the previous drill results re-interpreted. A number of areas were identified for further testing and a diamond drilling programme commenced in late April 2012. A total of approximately 1,770m were drilled. The drilling was completed in August 2012 and the site has been rehabilitated.

The Company received encouraging results from metallurgical test work completed on samples from Malachite Pan. Flotation tests yielded recoveries of 82.4 per cent. copper and 77.7 per cent. silver from the oxide sample and recoveries of 92.8 per cent. copper and 83.5 per cent. silver were achieved from the sulphide sample.

Brandberg Energy

Brandberg Energy has completed a 1,500 metre drill programme to test two uranium targets identified by horizontal loop electromagnetic ("HLEM") surveys completed in 2011.

Results from the drill programme demonstrated the presence of minor secondary mineralisation in the area. The mineralisation is restricted to the top few metres (

These results have shown that the identified mineralisation does not constitute an economically exploitable secondary uranium deposit and therefore no further work is planned. The Joint Venture has therefore been wound up.

Outjo Project

North River was awarded two contiguous Exclusive EPLs in Namibia covering 859.7 sq km of tectono-stratigraphic terrain, considered prospective for gold mineralisation and rare earth elements in September 2012.

The two EPLs, 4560 and 4561, which together form the Outjo Project, are located approximately 15km east of the regional town of Outjo, 280km north of the capital of Windhoek. The area is largely underlain by rocks of the Damara Supergroup and straddles the boundary between the Northern/Outjo Zone and the Northern Margin of the Damara Orogen. This setting is considered prospective for gold mineralisation in the Karibib Formation, similar to other known gold deposits in Namibia. This includes AuryxGold Namibia's Otjikoto gold project, which has a current indicated resource of approximately 1.2 million ounces and is, reportedly, being brought into production during 2014.

The Outjo Project also contains a number of discrete magnetic anomalies which are interpreted to be possible alkalinecarbonatite intrusive complexes prospective for rare earth elements.

An exploration programme has been planned which will include the compilation and review of available data and initial reconnaissance visits to the field area. Initial field programmes will commence with field mapping, soil sampling and ground geophysical surveys aimed at identifying targets for testing.

Hero Project

The Hero Project comprises three contiguous licences, EPL4487, EPL4488 and EPL4489, located to the east of Grootfontein and the established mining town of Tsumeb in the Grootfontein and Rundu Regions of Northern Namibia.

The geology of the area is underlain by the Cenozoic Kalahari Group and unconsolidated sands of the Kalahari Desert. The area is considered prospective for extensions of the Neoproterozoic Damara Supergroup, which host significant deposits such as the Tsumeb polymetallic deposit, the Kombat Copper Mine, the Berg Aukas Lead-Zinc Mine. These extensions continue under the Kalahari sand cover sequences and are believed to be between 50m and 200m thick.

Existing regional airborne geophysical data was acquired and reinterpreted. This work resulted in two target areas being identified.

Mozambique

Whilst North River and its Mozambique joint venture partner, Baobab Resources Plc, continue to progress their work programmes at the Monte Muande, the Company is progressing the regulatory approval process in respect of the transfer of the licences to North River, and transfer of such interest to the joint venture, in accordance with the terms of the Heads of Agreement announced on the 15 November 2010. Whilst this formal approval process has taken longer than anticipated, North River is confident of obtaining the necessary approvals. The Joint Venture with Jacana Resources is under review.

I appreciate it has been a difficult year for North River shareholders, with major changes in the Company coinciding with extremely poor conditions for junior mining companies on the stock market. However we have been working hard to turn around the Company and we have so far made good progress on a number of fronts. I would especially like to thank those smaller shareholders that have stuck with us through challenging times and welcome new investors.

Martin French

Managing Director

26 June 2013

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2012

The results for 2012 and 2011 relate entirely to continuing operations. The loss for the current and prior years and the total comprehensive loss for the current and the prior years are wholly attributable to equity holders of the parent company.

CONSOLIDATED AND PARENT COMPANY STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2012

CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2012

CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2012

Cash and cash equivalents comprise cash on hand and bank balances.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

1. ACCOUNTING POLICIES

The Group has adopted the accounting policies set out below in preparation of the financial statements. All of these policies have been applied consistently throughout the period unless otherwise stated.

1.1 Basis of preparation

The financial statements are prepared in accordance with the historical cost convention and in accordance with the International Financial Reporting Standards ("IFRSs") including IFRS 6 'Exploration for and Evaluation of Mineral Resources' as adopted by the European Union ("EU") and in accordance with the provisions of the Companies Act 2006.

The Group's financial statements for the year ended 31 December 2012 were authorised for issue by the Board of Directors on 26 June 2013 and were signed on the Board's behalf by Martin French. The Group financial statements are presented in UK pounds sterling.

In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has not presented a Statement of Comprehensive Income. A loss for the year ended 31 December 2012 of £1,344,883 (2011: loss of £1,360,011) has been included in the Group's Statement of Comprehensive Income.

1.2 Going concern

During the year ended 31 December 2012 the Group made a loss of £2,816,853 (2011: a loss of £2,913,029). At the Statement of Financial Position date the Group had net assets of £9,067,468 (2011: net assets of £11,846,816) of which £858,677 (2011: £3,765,414) was cash at bank. The operation of the Group is currently being financed from funds which the Parent Company raised from private and public placings.

The Group had a cash balance of £1.02 million at 31 May 2013. As set out in the MD statement the Company successfully raised via a private placing £1 million of working capital in April 2013. These funds will be used to meet day-to-day operating expenditure on the Namib project. This focus will, in the near term, delay expenditure on the other exploration licences referred to in note 24. However, the Directors are confident that the current exploration activity on the Namib project will de-risk the project by increasing confidence in its commercial potential. This will enable the Directors to raise additional funds to support Namib's next stage of development and continue exploration on its other Namibian licences.

The Directors believe that the Group will be able to raise as required, sufficient cash to enable it to continue its operations, and continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of these financial statements. For this reason the Directors continue to adopt the going concern basis in preparing the accounts.

However, there can be no guarantee that the required funds will be raised within the necessary timeframe. Consequently a material uncertainty exists that may cast doubt on the Group's ability to continue to be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of this report.

The financial statements do not include the adjustments that would result if the Group was unable to

1.3 Basis of consolidation

The consolidated financial statements incorporate the accounts of the Parent Company and its subsidiaries and have been prepared by using the principles of acquisition accounting ("the purchase method") which includes the results of the subsidiaries from their date of acquisition. Intra-group sales, profits and balances are eliminated fully on consolidation.

1.4 Goodwill

Goodwill is the difference between the amount paid on the acquisition of the subsidiary undertakings and the aggregate fair value of their separable net assets. Goodwill is capitalised as an intangible asset and in accordance with IAS 36 'Impairments of Assets' is not amortised but tested for impairment annually and when there are any indications that its carrying value is not recoverable. As such, goodwill is stated at cost less any provision for impairment in value. If a subsidiary undertaking is subsequently sold, goodwill arising on acquisition is taken into account in determining the profit and loss on sale.

1.5 Impairment of assets

Where appropriate the Group reviews the carrying amounts of its goodwill, property, plant and equipment, intangible assets and investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.

1.6 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the costs of assets, over their estimated useful lives, using the straight line method, on the following basis:

Plant and machinery 4 years

Motor vehicles 4 years

Fixtures, fittings and equipment 4 years

Computers and software 3 years

1.7 Exploration and evaluation expenditure

The Group capitalises the fair value of the consideration paid for acquiring exploration and prospecting rights as intangible assets. All other exploration and evaluation costs incurred are expensed as they are incurred. The Group has taken into consideration the degree to which expenditure can be associated with finding specific mineral resources. The intangible assets are amortised over the length of the mining licences and the amortisation expense is included within the administration expenses in the statement of comprehensive income.

1.8 Revenue recognition

Revenue is measured at the fair value of consideration received or receivable from the sale of goods and services from the Group's ordinary business activities. Revenue is stated net of discounts, sales and other taxes. There was no revenue received in the current or prior year.

1.9 Interest income

Interest income and expense are reported on an accrual basis.

1.10 Expenses

Operating expenses are recognised in the statement of comprehensive income upon utilisation of the service or at the date of their origin.

1.11 Investments in subsidiaries

The Parent Company's investments in subsidiary companies are stated at cost less provision for impairment in the Parent Company's Statement of Financial Position.

1.12 Associates

Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. The Group's share of post-acquisition profits and losses is recognised in the consolidated statement of comprehensive income, except that losses in excess of the Group's investment in the associate are not recognised unless there is an obligation to make good those losses. The Parent Company's investments in associated companies are stated at cost less provision for impairment in the Parent Company's Statement of Financial Position.

Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investors' share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.

Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

1.13 Interests in joint ventures

The Group has an interest in a joint venture, which is a jointly controlled entity, whereby the venturers have a contractual arrangement that establishes joint control over the economic activities of the entity. The arrangement requires unanimous agreement for financial and operating decisions among the venturers. The Group recognises its interest in the joint venture company using the equity method.

Under the equity method, the investment in the venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the joint venture since the acquisition date. Goodwill relating to the venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in the joint venture company. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture company is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the venture and its carrying value, then recognises the loss as 'Impairment of investment in joint venture" in the income statement.

Upon loss of significant influence over the venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in the statement of comprehensive income.

1.14 Foreign currency translation

Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the Group operates ("the functional currency"). The financial statements are presented in pounds sterling ("£"), which is the functional and presentational currency of the Parent Company and the presentational currency of the Group.

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the Statement of Financial Position date and the gains or losses on translation are included in the Statement of Comprehensive Income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the original transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the Statement of Financial Position date. Income and expenses are translated at weighted average exchange rates for the period. The resulting exchange differences are recognised in other comprehensive income.

1.15 Deferred taxation

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the Statement of Financial Position date and are expected to apply when the related deferred tax is realised or the deferred liability is settled.

Deferred tax assets are recognised to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilised.

1.16 Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short term deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

1.17 Receivables

Receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the assets' carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the Statement of Comprehensive Income.

1.18 Trade and other payables

Trade payables and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

1.19 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the increase of new shares or options are shown in equity as a deduction from the proceeds.

1.20 Share based payments

The Parent Company has granted equity settled options. The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they were granted and is recognised as an expense over the vesting period, which ends on the date the employee becomes fully entitled to the award. Fair value is determined by using the Black-Scholes option pricing model. In valuing equity settled transactions, no account is taken of any service and performance (vesting conditions), other than performance conditions linked to the price of the shares of the Parent Company (market conditions). Any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered to be non-vesting conditions. Like market performance conditions, non-vesting conditions are taken into account in determining the grant value.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are vesting irrespective of whether or not the market or nonvesting condition is satisfied, provided that all other performance or service conditions are satisfied.

At each Statement of Financial Position before vesting, the cumulative expense is calculated; representing the extent to which the vesting period has expired and management's best estimate of the number of equity instruments that will ultimately vest. The movement in the cumulative expense since the previous Statement of Financial Position date is recognised in the Statement of Comprehensive Income, with a corresponding entry in equity.

Where the terms of the equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if the difference is negative.

Where an equity based award is cancelled (including when a non-vesting condition within the control of the entity or employee is not met), it is treated as if it had vested on the date of the cancellation, and the cost not yet recognised in the Statement of Comprehensive Income for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the Statement of Comprehensive Income.

1.21 Critical accounting judgements and estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates. IFRSs also require management to exercise its judgement in the process of applying the Group's accounting policies.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are as follows:

Valuation of goodwill and investments

Management value goodwill and investments after taking into account potential ore reserves, and cash flow generated by estimated future production, sales and costs. If the assumed factors vary from actual occurrence, this will impact on the amount at which the asset should be carried on the Statement of Financial Position.

Further detailed analysis of the critical judgements and estimates relating to goodwill and investments is addressed in Note 17.

Share based payments

The Group records charges for share based payments.

For option based share based payments management estimate certain factors used in the option pricing model, including volatility, exercise date of options and number of options likely to be exercised. If these estimates vary from actual occurrence, this will impact on the value of the equity carried in the reserves.

Further detailed analysis of the critical judgements and estimates relating to share based payments is addressed in Note 16.

1.22 Financial instruments

IFRS7 requires information to be disclosed about the impact of financial instruments on the Group's risk profile, how the risks arising from financial instruments might affect the entity's performance, and how these risks are being managed.

Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

The Group's policies include that no trading in derivative financial instruments shall be undertaken. The required disclosures have been made in Note 19 to the accounts.

1.23 Losses per share

Basic losses per share is calculated by dividing the loss attributable to equity holders of the Parent Company, excluding any costs of servicing equity other than dividends, by the weighted average number of Ordinary shares in issue, adjusted for any bonus elements.

Diluted earnings per share is calculated as net loss attributable to members of the Parent Company, adjusted for:

·; costs of servicing equity (other than dividends);

·; the after tax effect of dividends and interest associated with dilutive potential Ordinary shares that have been recognised as expenses; and

·; other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential Ordinary shares.

Share options are considered anti-dilutive as the Group is in a loss making position. 1.24 New standards and interpretations not applied

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group.

Management anticipates that all of the pronouncements will be adopted in the company's accounting policy for the first period beginning after the effective date of the pronouncement. The new standards and interpretations are not expected to have a material impact on the Group's financial statements.

Based on the Group's current business model and accounting policies, management does not expect material impacts on the Group's financial statements when the new Standards and Interpretations become effective.

The Group does not intend to apply any of these pronouncements early.

2. SEGMENT REPORTING

For the purposes of segmental information, the operations of the Group are focused in the United Kingdom, Namibia and Mozambique and comprise one class of business: the exploration and evaluation of mineral resources.

The Parent Company acts as a holding company.

The Group's operating loss for the year arose from its operations in the United Kingdom, Namibia and Mozambique. In addition, all the Group's assets are based in the United Kingdom, Namibia and Mozambique.

At the end of 31 December 2012, the Group had not commenced commercial production from its exploration sites and therefore had no turnover for the year.

3. OPERATING LOSS

The consolidated operating loss before tax is stated after charging:

4. LOSS PER SHARE

Loss for the Weighted Loss per

period from average share

continuing number Basic - pence

operations of shares per share£

Year ended 31 December 2012 (2,816,853) 701,200,000 (0.40) pence

Year ended 31 December 2011 (2,913,029) 672,065,385 (0.43) pence

Options in issue are not considered diluting to the loss per share as the Group is currently loss making.

5. GOODWILL AND BUSINESS COMBINATIONS

The Company acquired, on 20 November 2009, the entire issued share capital in, and the shareholder loans to, West Africa Gold Exploration (Namibia) (Pty) Ltd ("WAGE") and Namib Lead and Zinc Mining (Pty) Ltd ("Namib Lead"). The consideration paid by the Company for these two Namibian entities and the shareholder loans was satisfied by the allotment of 266,666,667 Ordinary shares of £0.002 ("Ordinary shares") each at 3 pence per Ordinary share.

Goodwill impairment review

The Directors are of the opinion that the Goodwill acquired in respect of WAGE and Namib Lead in November 2009 represents the value of the licence areas held by WAGE and Namib Lead at 31 December 2012 (see note 17). However, this goodwill has been written down by £92,782 being the value of the Ubib Exclusive Prospecting Licenses (EPL) 3139 which, was relinquished in April 2013.

8. TRADE AND OTHER RECEIVABLES

The loans extended to subsidiaries are issued interest free and with no fixed repayment terms. No impairment has been considered necessary (see note 17).

9. CASH AND CASH EQUIVALENTS

10. TRADE AND OTHER PAYABLES

11. SHARE CAPITAL

Allotted, issued and fully paid:

12. TAXATION

The Group has tax losses of £4.2 million and exploration costs of £12.7 million which will be available for offset against future income. No deferred tax has been reflected on these assets as the timing of their utilisation is uncertain at this stage.

The total amounts of deferred tax are:

13. INVESTMENT IN JOINT VENTURE

The following entity meets the definition of a jointly controlled company and has been equity accounted in the consolidated financial statements:

Country of Group interest at

Company Incorporation 31 December 2012

Brandberg Energy (Proprietary) Limited Namibia 50%

Brandberg Energy (Proprietary) Limited ('Brandberg') is a 50:50 joint venture ("JV") with Extract Resources Ltd ('Extract') and NRR Energy Minerals Limited (a 100 per cent. owned subsidiary). In January 2012, NRR Energy Minerals Limited transferred US$800,000 (£509,635) to Brandberg to acquire 50 per cent. of its share capital. The principal assets of Brandberg were exploration licences, EPL 3327 and EPL 3328, pursuant to which, Brandberg had the rights to explore for nuclear fuel minerals. Located west and north respectively of the historic tin mining centre of Uis in western Namibia. The Subscription Funds were used by Brandberg to explore for uranium on these licences. The exploration activity to discover uranium was unsuccessful and in January 2013 the licences were relinquished. The absence of any exploration licences in Brandberg resulted in the directors taking the view to impair the investment in Brandberg to its share of the net asset value of Brandberg as at 31 December 2012.

Aggregated amounts relating to the joint venture are as follows:

Note:

No comparative information has been presented as the investment in Brandberg Energy (Proprietary) Limited was made on 31 January 2012.

The joint venture had no contingent liabilities or capital commitments as at 31 December 2012.

No comparative information has been presented as the investment in Brandberg took place in January 2012.

14. INVESTMENT IN ASSOCIATED COMPANY

The following entity meets the definition of an associate and has been equity accounted in the consolidated financial statements:

Group Group

interest at interest at

Country of 31 December 31 December

Company Incorporation 2012 2011

North River Resources (Murrupula) Limitada Mozambique 40% 40%

North River Resources (Murrupula) Limitada ('Murrupula') is a company that was registered in Mozambique on 27 January 2011. The Group's 40 per cent. interest in Murrupula is jointly held by North River Resources plc (20 per cent.) and NRR Mozambique Limited (20 per cent.). It is also the beneficial owner of 2 exploration licences, which are in the process of being registered in the name of the company by the Ministry of Mines in Mozambique. The licences and Murrupula are the subject of a JV agreement between Baobab Resources Limited ("Baobab") and North River Resources plc. Under the JV agreement Baobab is entitled to a 60 per cent. participation interest in Murrupula on completing an agreed level of exploration expenditure before 13 November 2011. Baobab completed the agreed exploration work in 2011 and was entitled to 60 per cent. ownership of Murrupula. Due to the fact that the exploration licences have not yet been registered in the name of Murrupula, legal control over Murrupula has not yet passed to Baobab, however, effective control has passed. Accordingly, these consolidated financial statements have been prepared on the basis that control has passed and that Murrupula is treated as an associate as from 1 October 2011.

Aggregated amounts relating to the associate are as follows:

The financial statements as at 31 December 2011 were prepared on the assumption that Murrupula incurred exploration expenditure directly. Subsequent to the release of the 31 December 2011 financial statements, the JV partners agreed that they would account for the respective costs individually. Accordingly, Murrupula has no income or expense either at 31 December 2011 or 31 December 2012, and the disclosure above reflects this.

15. SUBSIDIARY ENTITIES

The financial statements include the following subsidiary companies:

NRR Energy Minerals Limited and NRR Mozambique Limited were established in October and December 2010 respectively as wholly owned subsidiaries of North River Resources plc. NRR Energy Minerals Limited has not traded during the year. NRR Mozambique Limited has not traded however, it has provided financial support to its subsidiary, North River Resources (Mavuzi) Limitada and to its associate North River Resources (Murrupula) Limitada (see note 14).

The acquisition of WAGE and Namib Lead is covered in detail under Note 5 'Goodwill and Business Combinations'.

North River Resources Namibia (Pty) Limited was established in December 2009 and acts as the administration company for the Group's activities in Namibia leaving the other subsidiaries to concentrate on exploration activity.

During the year ended 31 December 2011 North River Resources plc capitalised £472,749 of an outstanding loan due from WAGE into share capital by obtaining a further 600,000 shares in WAGE. The capitalisation was undertaken to improve the relative weighting between the share capital and loan value invested by North River Resources plc in its Namibian subsidiary to comply with exchange control requirements in Namibia.

16. SHARE BASED PAYMENTS

Share options outstanding

Note 1: 3,000,000 options granted on 27 December 2006 with an exercise price of 10p expired on 27 December 2011 with no value. These options were fully expensed in prior periods. The prior period cost of these options of £154,775 was written back to retained reserves through the statement of changes in equity during the year ended 31 December 2011.

Details of share options outstanding at 31 December 2012:

Included within administration expenses is a charge for issuing share options of £Nil (2011: £137,570) which was recognised in accordance with the Group's accounting policies.

17. IMPAIRMENT TESTING OF GOODWILL AND ASSETS WITH INDEFINITE LIVES Goodwill

The Directors are of the opinion that the Goodwill acquired in respect of WAGE and Namib Lead in November 2009 represents the value of the Licence Areas held by WAGE and Namib Lead at 31 December 2012 with the exception of EPL 3139 in the Ubib area which was relinquished in April 2013 with a carrying value at 31 December 2012 of £92,782. At the time of the acquisition of WAGE and Namib Lead, the Licence Areas were subject to an external review by MSA Geosciences of South Africa whose employee Mike Venter acted as a Competent Person, as disclosed in the AIM re-admission document dated 28 November 2009.

The continued exploration and development work within the Licence Areas since acquisition has not revealed anything that would suggest that there has been a value change to the Goodwill position set out in the AIM re-admission document.

In reviewing the Goodwill value, it is noted that the commodity prices for the commodities that WAGE and Namib Lead are exploring for in Namibia have increased since November 2009. Copper prices have moved from approximately US$6,500 per tonne in November 2009 to approximately US$8,000 per tonne in January 2013 as well as the increase in gold, lead and zinc prices over that time.

It is further noted that the following EPLs in the Licence Areas have been renewed since purchase thus providing additional security of tenure.

In accordance with the Group's accounting policies the Directors are committed to reviewing their opinion on the Goodwill annually, or sooner, where information comes to light that clarifies the size, quality and economics of the licences and ore bodies held/owned by WAGE and Namib Lead.

On the date the Licence Areas were acquired, the Goodwill was allocated to the exploration areas in proportion to the historic exploration costs associated with the areas. See below. Management consider this to be an appropriate basis on which to recognise the goodwill purchased.

Assets with indefinite lives

The Parent Company has receivables from Group companies, namely, from WAGE and Namib Lead (disclosed in note 8). The Directors are also of the opinion that the decision not to impair the value of the Goodwill and the reasons for that decision supports their decision not to impair the loans extended to WAGE and Namib Lead.

On acquisition of WAGE and Namib Lead the Parent Company paid £8,000,000 for the loans in WAGE and Namib Lead. Since the acquisition date a further £4,187,310 has been provided to the subsidiaries as working capital. During 2011 an amount of £472,749 was converted from a loan to WAGE into a further investment in WAGE's share capital.

18. FAIR VALUE

Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments that are carried in the Group's financial statements.

Book Values Fair Values