Interim Financial Statements

16 March 2017

Wolf Minerals Limited

("Wolf" or the "Company")

Release of Interim Financial Statements

Specialty metals producer, Wolf Minerals Limited (ASX: WLF, AIM: WLFE) ("Wolf" or "the Company") wishes to advise that its Interim Financial Statements for the 6 months ending 31 December 2016 are enclosed and are also available for download from the Company's website, www.wolfminerals.com.  

WOLF MINERALS LIMITED

A.B.N. 11 121 831 472

AND CONTROLLED ENTITIES

INTERIM FINANCIAL REPORT

31 DECEMBER 2016

31 DECEMBER 2016

CONTENTS

CORPORATE DIRECTORY

DIRECTORS' REPORT

AUDITOR'S INDEPENDENCE DECLARATION6

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME7

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION8

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY9

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DIRECTORS' DECLARATION20

INDEPENDENT AUDITOR'S REVIEW REPORT21

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 2016 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 OAM

EXECUTIVE MANAGING DIRECTOR

Russell Clark

NON-EXECUTIVE DIRECTORS

Ronnie Beevor

Nick Clarke

Chris Corbett

Don Newport

Michael Wolley

ALTERNATE DIRECTOR

Jacob Roorda

CHIEF FINANCIAL OFFICER

Richard Lucas

JOINT COMPANY SECRETARIES

Richard Lucas

Pauline Carr

PRINCIPAL & REGISTERED OFFICE

Level 3, 22 Railway Road

SUBIACO WA 6008

AUDITORS

PKF Mack

Level 4, 35 Havelock Street

WEST PERTH WA 6005

LAWYERS

Clayton Utz

QV1 Building

250 St Georges Terrace

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 2016.

DIRECTORS

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

PRINCIPAL ACTIVITIES

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

REVIEW OF RESULTS

The Directors of Wolf Minerals Limited ("Wolf" or "the Company") announce for the half year to 31 December 2016 a net consolidated loss after tax of $37,688,696 (2015: $24,250,452).

REVIEW OF OPERATIONS

Summary

Wolf has continued to focus on its operations at the Drakelands mine ("Drakelands") as part of the Hemerdon tungsten and tin project ("Hemerdon" or "the Project") located in Devon, England. During the six months ended 31 December 2016 the key achievements included:

· Good progress at the mine and the building of the Mining Waste Facility (MWF).

· Improved throughput, recovery and record production in the processing plant.

· Planning permission for Drakelands mine extended from 2021 to 2036.

· Approval for the processing plant to permanently operate 24/7.

· Excellent progress with the establishment of the Lee Moor Road replacement.

· Successful restructure of Senior Debt. Scheduled repayments of principal deferred to January 2018 and tenor of the Senior Debt extended until June 2023.

· Bridge loan for £20 million established with Resource Capital Fund VI L.P.

Drakelands Operations

Overview

Weather during the English summer was favourable, enabling good progress to be made in the mine and at the MWF.

Wolf's application to Devon County Council (DCC) to extend the planning permission expiry date from 2021 to 2036 and to conduct permanent seven day operational working was approved in November 2016.

DIRECTORS' REPORT (CONTINUED)

There were two lost time injuries during the six months to 31 December 2016. Safety is a core value of Wolf with both incidents investigated and procedures updated as part of the Company's safety effort.

Mining Activities

The moderate weather enabled good progress to be made in the mine and at the MWF with a total of 1,195,920 bank cubic metres of material moved during the six month period.

The ore body at Drakelands is located in a large granite dyke that outcrops to surface. The granite is weathered at the surface and current mining activity is in this softer part of the ore body. Reconciliation of the grade of ore (%WO3) extracted to date continues to be positive when compared to the grade expected from the ore reserve. However, as mining to date has predominantly been near surface, the ore mined has had a much finer particle size than what will be the average particle size extracted over the life of the mine, the size for which the processing plant was primarily designed, therefore adversely affecting current recoveries in the processing plant.

Drilling has confirmed that as mining gets deeper, the weathering will reduce such that the hard granite rock will become the principal ore feed to the processing plant. A gradual transition from the soft ore currently being experienced to the harder granite is expected in the second half of the year and should result in improvement in recoveries and plant throughput.

The good progress made in the MWF through the summer months provided sufficient capacity to enable half of the waste trucking fleet to be stood down at the end of the September 2016 quarter. Further reductions in the fleet were made over weekends and public holidays. This has facilitated more efficient and cost effective operations.

The future development of the MWF requires Wolf to construct a new public road to replace a five kilometre section of Lee Moor Road. Construction of the new road remains on track for completion in early 2017, at a total cost of £7.5 million.

Processing Plant

Wolf gained full operational control of the Drakelands processing plant from GR Engineering Services (GRES) in the September 2015 quarter. Since assuming operational control, Wolf has worked collaboratively with GRES to close out outstanding items and improve the processing plant's performance.

Wolf and GRES have formulated a work program involving equipment changes and design modifications aimed at achieving continuous operation at capacity, enhancement of recoveries and general plant improvements. Completion of the program is scheduled for the first half of 2017, with modifications and a number of pieces of new equipment being installed in the processing plant during the March 2017 quarter.

During the six month period the processing plant treated 968,141 tonnes of ore and produced 55,200 metric tonne units (mtu) of tungsten concentrate. Production late in the six month period was significantly affected by the poor availability of the refinery circuit in the processing plant due to difficulties with the kiln and its surrounding equipment. Intermediary material was stockpiled during this period and will supplement production over the coming months. Additional operational and maintenance personnel have been appointed to improve the performance of this circuit.

DIRECTORS' REPORT (CONTINUED)

Sustainability

Planning permission for the mining and processing of tungsten and tin at the Drakelands mine was originally granted by DCC to Amax Exploration and Hemerdon Mining & Smelting (UK) Ltd in June 1986, for a period of 35 years, expiring in 2021. The conditions allowed the operation of the primary crusher for only 5.5 days per week and restricted working on public holidays.

DCC granted the extension of the Drakelands planning permission to 2036 and approved seven day working in November 2016.

The approval to extend the planning permission expiry date and to implement permanent seven day operational working has the potential to increase production and reduce unit costs, in addition to generating additional employment opportunities and helping to ensure the longevity of the operation.

Wolf continued to focus on ways to reduce the generation of low frequency noise (LFN) that has been a concern to some nearby residents. The Company has installed additional bracing on the roof of the processing plant, as the building appears to be a source of LFN. Wolf has also engaged with the supplier of the shaking screens used in the plant to establish whether a solution can be found at the source of the LFN generation.

Wolf is undertaking regular blasting in the Drakelands open pit with ground vibrations from blasting being measured below prescribed levels. Wolf continues to receive feedback from local residents expressing concerns about blasting and is working to establish best practice blast design aimed at minimising any impacts felt by local residents. A trial of electronic detonators has continued, to assess their effect on blast vibration and operational efficiencies.

Senior Debt Restructure and £20m Bridge Loan Facility with Resource Capital Fund VI L.P.

During October 2016 the Company executed agreements with its existing senior lenders (Senior Lenders) for a standstill and restructure of the senior debt currently outstanding (Debt Restructure), and with Resource Capital Fund VI L.P. (RCF VI) to provide a £20 million, 12 month secured bridge loan facility (the Bridge Loan Facility).

The terms of the Bridge Loan Facility provided that RCF VI, a major shareholder and an associate of Wolf's other major shareholders, Resource Capital Fund V L.P. and RCF V Annex Fund, would provide £20 million, with the potential for this to be increased to £30 million (increase available at the sole discretion of RCF VI) for a maximum of 12 months from the first drawdown. Post the period end, this increase was approved and the Company has applied to draw down the additional £10 million.

The Company currently has £64 million outstanding under its debt facilities with the Senior Lenders (Senior Debt). Repayments totalling £2.751 million of the £75 million senior debt finance facilities were made during the period.

The terms of the Debt Restructure provide that all Senior Debt principal repayments are deferred until January 2018 and, following DCC's decision to extend Drakelands' planning permission beyond 2021 the tenor of the Senior Debt is extended until June 2023.

DIRECTORS' REPORT (CONTINUED)

Mining Tenements

As at 31 December 2016, Wolf has an interest in the following projects:

All tenements are held by Wolf Minerals (UK) Limited, a wholly owned subsidiary of the Company. No farm-in or farm-out agreements are applicable. No mining or exploration tenements were acquired or disposed of during the period.

Planned Upcoming Activities

Wolf will continue to progress the operations at Drakelands, with a focus on implementation of the work program in the processing plant to improve performance.

Details of proposed activities include:

· Completing modifications and installing a number of pieces of new equipment in the processing plant in January and February 2017.

· Continuing to build throughput and production tonnages in the processing plant.

· Continuing to build the MWF.

· Completion of the Lee Moor Road replacement.

After Balance Date Events

On 13 March 2017 the Company announced that it has received confirmation from RCF VI that the release of the further £10 million from the twelve month secured Bridge Loan Facility has been approved on the same terms as previously announced.

The Company has made a drawdown request under the Bridge Loan Facility to support short term working capital, whilst additional funding requirements are developed for long term self-sustainable operations at Drakelands.

AUDITOR'S DECLARATION

The lead auditor's independence declaration under section 307C of the Corporations Act 2001 is set out on page 6 for the half year ended 31 December 2016.

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

_____________________________

Russell Clark

Managing Director

Dated: 16 March 2017

AUDITOR'S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF WOLF MINERALS LIMITED

In relation to our review of the financial report of Wolf Minerals Limited for the half year ended 31 December 2016, 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

Simon Fermanis

Partner

16 March 2017

West Perth,

Western Australia

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

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 2016

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 2016

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 2016

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 2016

NOTE 1: 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 interim financial report of the company for the six months ended 31 December 2016, comprise the Company and its subsidiaries (the "Consolidated Entity" or "Group").

The interim financial report is 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 interim 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 financial report for the year ended 30 June 2016 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 condensed consolidated financial statements were approved by the Board of Directors on

16 March 2017.

NOTE 2: BASIS OF PREPARATION

The condensed consolidated financial statements have been prepared on an accruals basis and are 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 condensed consolidated financial statements are consistent with those adopted and disclosed in the Group's 2016 annual financial report for the financial year ended 30 June 2016, 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.

Going concern basis

The condensed consolidated financial statements have been prepared on a 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 Consolidated Entity incurred a loss after tax of $37,688,696 for the half year ended 31 December 2016 (2015: $24,250,452).

As announced on 24 October 2016, the £20 million ($34 million) Bridge Loan Facility provided by RCF VI has the potential to be increased to £30 million (A$51 million) at the sole discretion of RCF VI. As at the date of signing these condensed consolidated financial statements the Company has utilised £20 million of the Bridge Loan Facility.

The ability of the Company and the Group to continue to pay its debts as and when they fall due is dependent upon receiving additional funding support, successfully ramping up production to nameplate capacity and improvements in the APT price. On 13 March 2017 the Company announced that RCF VI has agreed to release the further £10 million uncommitted tranche of the Bridge Loan Facility to support short term working capital.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

NOTE 2: BASIS OF PREPARATION (CONTINUED)

Going concern basis (continued)

In addition to the utilisation of this £10 million uncommitted tranche of the Bridge Loan Facility, the Directors have an appropriate plan to secure additional funding which includes ongoing discussions with Wolf's shareholders and potential new strategic investors.

The Directors believe it is appropriate to prepare the condensed consolidated financial statements on a going concern basis. The Directors believe the Company is able to raise the additional funds as required, based on the strength of the Drakelands mine and an improving APT price from current market conditions, along with the continued support from Wolf's major shareholders and its offtakers and Lenders and a proven track record of being able to raise equity as and when required. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Consolidated Entity not continue as a going concern.

Critical accounting estimates and judgements

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Actual results may differ from these estimates.

Significant items subject to such estimates are set out in the Accounting Policies to the Group's 2016 annual report. The nature and amounts of such estimates have not changed significantly during the interim period.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements have been prepared under the historical cost convention.

The same accounting policies, presentation and methods of computation have been followed in these condensed consolidated financial statements as were applied in the preparation of the Group's 2016 annual report for the financial year ended 30 June 2016.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

NOTE 4: 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 consolidated statement of profit or loss and other comprehensive income and statement of financial position is the same as that presented to the Managing Director.

NOTE 5: CONTINGENT LIABILITIES

As at 31 December 2016 the Consolidated Entity did not have any contingent liabilities other than a rental guarantee totalling $46,540.

NOTE 6: DIVIDENDS

The Board of Directors have recommended that no dividend be paid. No dividends were paid during the period.

NOTE 7: 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 2016

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

NOTE 14: FAIR VALUE MEASUREMENT

Fair value hierarchy

The following tables detail the Consolidated Entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

Valuation techniques for fair value measurements categorised within level 2.

Level 2 hedging derivatives comprise forward foreign exchange contracts, forward foreign exchange options and interest rate swaps. These forward foreign exchange contracts have been fair valued using forward exchange rates that are quoted in an active market. Interest rate swaps are fair valued using forward interest rates extracted from observable yield curves. The effects of discounting are generally insignificant for Level 2 derivatives.

This valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific estimates.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

On 24 October 2016 Wolf Minerals Limited executed a binding agreement with RCF VI to provide a £20m 12 month secured bridge loan facility with the potential for this to be increased to £30m at RCF VI's discretion. The Bridge Loan Facility will be fully secured and rank pari passu with the senior lenders on substantially the same form and terms as existing under the senior debt. Interest may be paid in cash or capitalised each quarter at Wolf's discretion.

Wolf may pre-pay the Bridge Loan Facility in certain limited circumstances, but if not prepaid at the conclusion of the 12 month term, the Bridge Loan Facility will mandatorily switch to a three year subordinated convertible loan, if certain conditions precedent are satisfied, or a three year subordinated loan if those conditions are not satisfied.

On 24 October 2016 Wolf Minerals Limited also executed binding agreements with its existing senior lenders for a standstill and restructure of the £64m senior debt currently outstanding. The terms of the debt restructure provide that all senior debt principal repayments are deferred until January 2018 and the tenor of the senior debt is extended until June 2023. The standstill provides that a limited number of events of default shall apply under the senior debt and bridge facility, along with certain waivers of, and amendments to, the senior debt conditions for any non-compliance and grants relief from financial and other covenants.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

NOTE 17: COMMITMENTS

(a) Development commitments 

Under the terms of the forty year lease for the minerals and rights at the Project the Group has to pay an annual rent of ~$118,143 (£69,231) indexed annually. The option lapses if the Group fails to maintain its obligations under the lease.

Under the same option agreement the Group is required to procure security for various parties in the event that it is not able to meet its contractual obligations in terms of environmental rehabilitation and restoration at the conclusion of the Project.

(b) Lease expenditure commitments 

The Company has entered into the following lease on commercial terms for office accommodation:

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2016

(c) Other contractual commitments

Mining Services Contract

In 2013 Wolf Minerals (UK) Limited awarded a £85 million (~A$162 million) Mining Services Contract ("MSC") for the Hemerdon tungsten and tin project to CA Blackwell (Contracts) Limited.

The MSC is rates based and made up of two parts:

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

· Phase 2, Mine production.

The MSC term for phase 1 is 11 months from the commencement date, followed by phase 2 which has a five year term from completion of phase 1 work. The MSC is able to be terminated by Wolf at any time with 60 days' notice.

During the period the Phase 2 was commenced and as such Wolf is subject to the payment of an Early Termination Payment (ETP) in the event that the MSC is terminated for Wolf's convenience. The ETP amortises over the five year term of Phase 2 with a maximum payment $5,972,750 (£3,500,000) if the MSC is terminated during the first 12 months of Phase 2.

Lee Moor Road Construction Contract

Wolf Minerals (UK) Limited awarded a £5.9 million (~A$10.07 million) Construction Contract to CA Blackwell (Contracts) Limited for the diversion of a public road to facilitate future growth of Drakelands mine. The commitment remaining at 31 December is £1 million (~A$1.7 million) and is expected it be incurred within the next 12 months.

Supply agreements

The Group has signed supply agreements for the future sale of mining outputs from the Project. These agreements are contingent on the Company meeting certain milestones in the project and contracted quantities being met; if these conditions are not met the agreements are terminable at the discretion of the buyer.

NOTE 18: EVENTS SUBSEQUENT TO REPORTING DATE

On 13 March 2017 the Company announced that it has received confirmation from RCF VI that the release of the further £10 million from the twelve month secured Bridge Loan Facility has been approved on the same terms as previously announced.

The Company has made a drawdown request under the Bridge Loan Facility to support short term working capital, whilst additional funding requirements are developed for long term self-sustainable operations at Drakelands.

DIRECTORS' DECLARATION

The Directors of the Company declare that:-

1. The financial statements and notes, as set out on pages 7 to 19 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 2016 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 Consolidated Entity 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: 16 March 2017

INDEPENDENT AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF

WOLF MINERALS LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Wolf Minerals Limited (the Company) and controlled entities (Consolidated Entity) which comprises the condensed consolidated statement of financial position as at 31 December 2016, 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 2016, or during the half year.

Directors' Responsibility for the Half-Year Financial Report

The Directors of the Company 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 gives a true and fair view and 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 Standard 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 2016 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 Limited and the entities it controlled during the half year, 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 Limited 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 2016 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 modifying our conclusion, we draw attention to Note 2 in the half-year financial report. The Consolidated Entity incurred a net loss after tax of $($37,688,696) and requires additional funding and working capital support to continue as a going concern. These conditions, along with other matters as set out in Note 2, indicates the existence of a material uncertainty that 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.

The half-year financial report of the Consolidated Entity does not include any adjustments in relation to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Consolidated Entity not continue as a going concern.

PKF Mack

Simon Fermanis

Partner

ENDS

About Wolf Minerals

Wolf Minerals is a dual listed (ASX: WLF, AIM: WLFE) specialty metals producer. In 2015, Wolf Minerals completed the development of a large tungsten resource at its Drakelands Mine, located at Hemerdon, in southwest England.