Half Yearly Report

WOLF MINERALS LIMITED

A.B.N. 11 121 831 472

AND CONTROLLED ENTITIES

HALF YEAR FINANCIAL REPORT

31 DECEMBER 2013

31 DECEMBER 2013

CONTENTS

CORPORATE DIRECTORY 1DIRECTORS' REPORT 2AUDITORS INDEPENDENCE DECLARATION 5CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME 6CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 7CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 9 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 DIRECTORS' DECLARATION 16INDEPENDENT AUDITORS' REVIEW REPORT 17

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2013 and any public announcements made by Wolf Minerals Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

CORPORATE DIRECTORY

NON-EXECUTIVE CHAIRMAN

John Hopkins

EXECUTIVE MANAGING DIRECTOR

Russell Clark

NON-EXECUTIVE DIRECTORS

Don Newport

Chris Corbett

Michael Wolley

Ronnie Beevor

Nick Clarke

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY

Richard Lucas

PRINCIPAL & REGISTERED OFFICE

Level 3, 22 Railway Road

SUBIACO WA 6008

AUDITORS

PKF Mack & Co

Level 4, 35 Havelock Street

WEST PERTH WA 6005

LAWYERS

Steinpreis Paganin

Level 4, 16 Milligan Street

PERTH WA 6000

SHARE REGISTER

Security Transfer Registrars Pty Ltd

770 Canning Hwy

APPLECROSS WA 6153

UK DEPOSITORY

Computershare Investor Services PLC

The Pavilions, Bridgwater Road

Bristol BS99 6ZZ

SECURITIES EXCHANGE LISTINGS

Australian Securities Exchange

(Home Exchange: Perth, Western Australia)

Code: WLF

Alternative Investment Market

London Stock Exchange

Code: WLFE

BANKERS

National Australia Bank

50 St Georges Terrace

PERTH WA 6000

WEBSITE

www.wolfminerals.com

DIRECTORS' REPORT

Your Directors submit the financial report of the consolidated entity for the half year ended

31 December 2013.

DIRECTORS

The names of Directors who held office during or since the end of the half year:-

John Hopkins Non Executive Chairman

Russell Clark Executive Managing Director (commenced 16 October 2013)

Humphrey Hale Executive Managing Director (resigned 16 October 2013)

Jim Williams Non Executive Director (resigned 7 January 2014)

Don Newport Non Executive Director

Chris Corbett Non Executive Director

Michael Wolley Non Executive Director

Ronnie Beevor Non Executive Director (commenced 20 September 2013)

Nick Clarke Non Executive Director (commenced 7 January 2014)

PRINCIPAL ACTIVITIES

During the half year the principal activities of the Consolidated Entity consisted of mineral exploration and development, conducted through Wolf Minerals (UK) Limited.

REVIEW OF RESULTS

The Directors of Wolf Minerals Limited (Wolf) announce for the half year to 31 December 2013 a net consolidated loss after tax of $1,322,933 (2012: $2,525,566).

REVIEW OF OPERATIONS

Summary

Wolf is focused on the development of the Hemerdon project ("Hemerdon" or "the Project") located in Devon, England. Key activities during the half year include:

· Russell Clark appointed new Managing Director.

· £85 million Mining Services Contract awarded for Hemerdon Project.

· Class A Mining Environmental Waste Permit granted for Hemerdon Project.

· Completion of property acquisitions required for development of project.

· Board changes

Russell Clark appointed as new Managing Director

In October (ASX announcement, 16 October 2013) Wolf Minerals announced the appointment of experienced senior resource sector executive Russell Clark as the Company's new Managing Director, replacing inaugural Managing Director Humphrey Hale. The appointment was in line with the Company's transition strategy, as it moves from exploration and development into mine construction and production, at the Hemerdon Project.

Mr Clark is a highly experienced and successful resource sector executive, with more than 35 years' experience in technical roles, project management, general management and executive positions in the USA, Africa, Papua New Guinea, and Australia.

Mr Clark was most recently CEO of South American focused exploration company Azimuth Resources (ASX, TSX: AZH) prior to its takeover by Troy Resources (ASX, TSX: TRY) in August 2013. Prior to joining Azimuth he was Managing Director of Grange Resources (ASX: GRR), Australia's largest magnetite producer. During his four and a half year tenure with Grange he oversaw its successful merger with Australian Bulk Minerals, and the completion of prefeasibility and bankable feasibility studies for its $3 billion Southdown magnetite project.

£85 million Mining Services Contract awarded for Hemerdon Project

In July (ASX announcement, 2 July 2013), Wolf announced that it had achieved another major milestone in the development timeline for the Hemerdon tungsten and tin project with the award of an £85 million (~A$157.9 million) Mining Services contract to CA Blackwell (Contracts) Limited.

The Contract is made up of two parts:

· Phase 1; Mining pre-strip and Mine development, and

· Phase 2; Mine production.

The Contract term for Phase 1 is 11 months from the commencement date. Phase 2 has a five year term from completion of Phase 1. Wolf will advise of the contract's formal commencement date in due course, which is currently expected to be March 2014 (dependent on progress of the project schedule).

Class A Mining Environmental Waste Permit granted for Hemerdon Project

In December (ASX announcement, 16 December 2013) the Group reported a major milestone in the development of the Hemerdon Project, with the granting of a Category A Mining Waste Facility Environmental Permit for the project.

The Mining Waste Facility Environmental Permit is a pre-requisite to the commencement of construction on the project and was the final major permit required to proceed with development and construction. The permit was also the first of its type to have been issued in the UK.

Wolf submitted its Mining Waste Facility Environmental Permit application to the Environment Agency ("EA"), the UK government's principal environmental body for England and Wales, in May 2013. The EA conducted a two month public consultation period and received reviews by partner organisations, including Natural England, Devon County Council and others.

As a result of this process the EA had sufficient information to publish a draft permit, which was subject to a one month public consultation period. This period was successfully completed and the Mining Waste Facility Environmental Permit was issued.

Completion of property acquisitions required for development of project

In November 2013 (ASX announcement, 25 November 2013) the Group announced another key milestone in Hemerdon's development timeline with the finalisation of all property acquisitions required for the project's development.

Under the conditions of the Planning Permission for the Hemerdon project, Wolf was required to purchase 15 properties adjacent to the proposed mine development, prior to the commencement of mine development on the site. The Group has now purchased all 15 properties required under the Planning Permission for the development of the project.

Board changes

During the period up to the date of this Directors' Report the Company made changes to its board through the appointment of Ronnie Beevor (September 2013) and Nick Clarke (January 2014) as Non-Executive Directors. The appointment of Nick Clarke coincided with the retirement of Jim Williams from the board.

Mr Beevor has significant experience working with companies transitioning from exploration and development to construction and production as Wolf is at the Hemerdon Project.

Mr Clarke is a highly experienced and successful resource sector executive with more than 40 years' experience in senior corporate and technical positions and is based in London, UK.

AUDITOR'S DECLARATION

The lead auditor's independence declaration under section 307C of the Corporations Act 2001 is set out on page 5 for the half year ended 31 December 2013.

This report is made in accordance with a resolution of the Directors.

____________________________

Russell Clark

Managing Director

Dated: 21 February 2014

AUDITOR'S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF WOLF MINERALS LTD

In relation to our review of the financial report of Wolf Minerals Ltd for the half year ended 31 December 2013, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

PKF Mack & Co

Simon Fermanis

Partner

DATE

West Perth,

Western Australia

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT

Statement of Compliance

Wolf Minerals Limited (the Company) is a public company, limited by shares, domiciled and incorporated in Australia and listed on the Australian Securities Exchange and Alternative Investment Market. The condensed consolidated interim financial report of the company for the six months ended 31 December 2013, comprise the Company and its subsidiaries (the "Consolidated Entity" or "Group").

The half year condensed consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting.

The half year financial report does not include full disclosures of the type normally included in an annual financial report. Accordingly, it is recommended that this interim financial report be read in conjunction with the annual report for the year ended 30 June 2013 and any public announcements made by Wolf Minerals Limited and its controlled entities during the interim reporting period in accordance with the continuous disclosure requirements arising under the Corporations Act 2001.

These consolidated interim financial statements were approved by the Board of Directors on

21 February 2014.

Basis of preparation

The half year financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. The presentation and functional currency is in Australian Dollars.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Company's 2013 annual financial report for the financial year ended 30 June 2013, except for the impact of the Standards and Interpretations described below. Those accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT (CONTINUED)

Adoption of new or revised accounting standards and interpretations

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current half-year. The Group has not early adopted any accounting standards or interpretations.

The adoption of all the new and revised standards and interpretations has not resulted in any changes to the Groups accounting policies and has no effect on the amounts reported for the current or prior half year periods.

Going Concern Basis

The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. The Group incurred a loss after income tax of $1,322,933 for the half year ended 31 December 2013 (2012: $2,525,566).

The ability of the Company and the Group to continue to pay its debts as and when they fall due is dependent upon the Company successfully raising additional share capital and ultimately developing the Hemerdon project.

The Group is currently funded through the 12 month Bridge Finance facility which matures on 7 June 2014. As part of the financing arrangements, the Bridge Finance facility is required to be repaid prior to accessing the senior debt facilities which will be used to complete construction of the Hemerdon project. The Company will need to raise equity in order to repay the Bridge Finance facility.

The Directors believe it is appropriate to prepare these accounts on a going concern basis because:

· the Directors have an appropriate plan to raise additional funds as and when they are required. In light of the Group's current development projects, the Directors believe that the additional capital required can be raised in the market; and

· in the event that adequate funds were not available, the Directors would take steps to curtail operational and development expenditure.

The accounts have been prepared on the basis that the Group can meet its commitments as and when they fall due and can therefore continue normal business activities, and the realisation of assets and liabilities in the ordinary course of business.

NOTES TO THECONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 2: SEGMENT INFORMATION NOTES

The Consolidated Entity has identified its operating segments based on the internal reports that are reviewed and used by the Managing Director to make decisions about resources to be allocated to the segments and assess their performance.

The Consolidated Entity has one reportable segment being its mine development activities in the United Kingdom.

The financial information presented in the income statement and balance sheet is the same as that presented to the Managing Director.

NOTE 3: CONTINGENT LIABILITIES

As at 31 December 2013, the Group had an uncontracted property that was required to be purchased as part of the mine development. The estimated cost to purchase the uncontracted property was £338,000 ($628,000). The acquisition of this property was not required in order to start mine construction.

NOTE 4: COMMITMENTS

(a) Mine development asset commitments

In order to maintain current rights of tenure to mine development assets, the Consolidated Entity has the following commitments up until expiry of leases. These obligations, which are subject to renegotiation upon expiry of the leases, are not provided for in the financial report and are payable:

If the Group decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the statement of financial position may require review to determine the appropriateness of carrying values. The sale, transfer or farm-out of the mine development asset to third parties will reduce or extinguish these obligations.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 4: COMMITMENTS (CONTINUED)

(b) Lease expenditure commitments

The Group has entered into the following leases on commercial terms for office accommodation:

 (c) Other contractual commitments

EPC Contract

During the period the Group awarded a £75 million (~$139 million) EPC contract for the Hemerdon tungsten and tin project to GR Engineering Services Limited.

The fixed price, fixed term Engineer Procure Construct ("EPC") Contract is for the design, construction and commissioning of a 3Mtpa tungsten and tin mineral processing plant plus associated infrastructure, forming the key component of the Hemerdon project.

Mining Services Contract

On 2 July 2013 the Group awarded an £85 million (~A$157.9 million) Mining Services Contract for the Hemerdon tungsten and tin project to CA Blackwell (Contracts) Limited.

The Contract is made up of two parts

· Phase 1, Mining pre-strip and Mine development,

· Phase 2, Mine production.

The Contract term for phase one is 11 months from the commencement date, followed by phase 2 which has a five year term from completion of phase 1 work.

NOTE 5: DIVIDENDS

No dividends have been declared or paid during the half year ended 31 December 2013.

NOTE 6: KEY MANAGEMENT PERSONNEL

Remuneration arrangements of key management personnel are disclosed in the annual financial report.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

The value of the exploration expenditure is dependent upon:

- The continuance of the rights to tenure of the areas of interest;

- The results of future exploration; and

- The recoupment of costs through successful development and exploitation of the areas of interest or alternatively by their sale.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

The ultimate recoupment of mine development expenditure is dependent on the successful commercial development of the project, including positive cash flows from production.

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

On 10 February 2014, the Group signed the lease agreement for the 40 year mineral lease on the Hemerdon project area. This required the Group to provide a rehabilitation bond in cash of £2.6 million ($4.8 million). On this date, the Group also confirmed the release of the second tranche of the Equity Bridge facility of US$35 million (A$38M) by obtaining the required permits and bonding.

On 11 February 2014, the Group gave site access to GR Engineering Services Ltd, to commence construction of the process plant and associated infrastructure.

On 13 February 2014, the Group completed the last property purchase around the Hemerdon mine area (refer note 3).

DIRECTORS' DECLARATION

The Directors of the Company declare that:-

1. The financial statements and notes, as set out on pages 6 to 15 are in accordance with the Corporations Act 2001, and:

(a) Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporation Regulations 2001; and

(b) Giving a true and fair view of the Consolidated Entity's financial position as at 31 December 2013 and of its performance for the half year ended on that date.

2. In the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors:

_____________________________

Russell Clark

Managing Director

Dated: 21 February 2014

INDEPENDENT AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF

WOLF MINERALS LTD

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Wolf Minerals Ltd (the Company) and controlled entities (the consolidated entity) which comprises the condensed consolidated statement of financial position as at 31 December 2013, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at 31 December 2013 or during the half year.

Director's Responsibility for the Half-Year Financial Report

The directors of Wolf Minerals Ltd are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standards on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2013 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Regulations 2001. As the auditor of Wolf Minerals Ltd and controlled entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. In accordance with the Corporations Act 2001, we have given the directors of the company a written Auditor's Independence Declaration.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Wolf Minerals Ltd and controlled entities is not in accordance with the Corporations Act 2001 including:

(a) Giving a true and fair view of the consolidated entity's financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and

(b) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Emphasis of Matter

Without qualifying our conclusion, we draw attention to Note 1 in the financial report which indicates that the consolidated entity incurred a net loss of $(1,322,933) during the half year ended 31 December 2013 (31 December 2012: $$(2,525,567)) and had negative operating cash flow of $(1,931,569) (31 December 2012: $(2,999,412)). These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity's ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report.

PKF Mack & Co

Simon Fermanis

Partner

DATE

West Perth,

Western Australia

ENDS

About Wolf Minerals

Wolf Mineral is an ASX listed and AIM listed specialty metals company focused on developing the world class Hemerdon Tungsten and Tin Project, in Devon, in the south-west of the UK. The Company holds an option over 100% of the Hemerdon project, which the Directors consider to be one of the largest undeveloped tungsten and tin resources in the western world. It is ranked as the fourth largest tungsten deposit in the world in terms of contained tungsten metal, by The British Geological Survey. The Company aims to develop the project into a large scale, open pit mining operation, which will position it as a world class tungsten and tin producer. Wolf released a positive Definitive Feasibility Study for the Hemerdon project in 2011, and it has updated planning permission for mining until 2021.