Preliminary Results

Norseman Gold Plc. / Epic: NGL / Index: AIM / Sector: Mining & Exploration

31 August 2011

NORSEMAN GOLD PLC

('Norseman Gold' or 'the Company')

Preliminary Results 

Appendix 4E ASX Listing Rule 4.3A

Results for Announcement to the Market

CHAIRMAN AND MANAGING DIRECTOR'S STATEMENT

Dear Shareholders

During the past financial year the Company has achieved some significant milestones in its plans for future growth and success.

Since acquiring the Norseman Gold Project in 2007, the directors have recognised the inherent risk in operating only two mines, which not only meant that the Phoenix Treatment Plant was operating under capacity, but also that there was a significant risk to gold production in the event that either of those two mines experienced lean patches in terms of their ore production. In order to mitigate these risks plans were made to identify and develop additional sources of ore.

In the 2010 financial year, a significant sum was invested in developing the OK Decline, which is the project's third source of ore. This mine was officially classed as "in production" in January 2011 and is only now contributing suitable ore for the processing plant.

In this year, further significant investment has been made in development of the North Royal Open Pit, which is to be the Project's fourth source of ore. The pit has been almost totally dewatered, and significant progress made in the pre-stripping required to expose the identified ore zones. Substantial volumes of oxide ore has already been obtained from these activities which has been stockpiled for blending. It is anticipated that commercially viable quantities of fresh, hard rock ore will be mined in the second quarter of the 2012 financial year, at which point the Project will have achieved its target of having four, fully productive mines. This will be a further significant achievement that we all look forward to later this year. It has taken the hard work of many people, plus the continuing support of our shareholders to get to this point.

The total investment in mine development this year, which includes the OK, North Royal and the two existing mines, Harlequin and Bullen, has totalled in excess of AUD$22million. In addition to this, the Group has continued to invest in exploration, outlaying more than AUD$7.8million, and has invested a further AUD$11million in property plant and equipment.

Despite these positive achievements the year has not been without disappointment. Gold production was well below expectation, at 50,173 ounces. This was achieved at a net direct operating cash cost of AUD$1,227 per ounce. This level of production has meant that for the year, the Group has reported a total operating loss of AUD$12.9million before interest, tax and exceptional items.

Significant work has been undertaken to review and assess the reasons for the shortfall in gold production and steps taken to ensure it does not continue.

As for future development, the Group's geologists and mining engineers continue to analyse and review the considerable volume data that has been amassed on our tenements, with a view to identifying the best opportunities for additional mines.

The Board is cognisant of the skilled labour and equipment resources issues facing management as they strive to implement the plans and policies and it continues to be the most challenging aspect of mining in Western Australia.

However, despite the difficulties, in the coming year the Board looks forward to an improved production profile from the four operating mines and a comparable improvement in the Company's financial result as the hard work and capital invested begin to deliver results.

Vincent Pendal Barry Cahill

Chairman Managing Director

31 August 2011

No Dividends have been declared or paid.

1. Details of entities over which control has been gained or lost during the period.

None

2. Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable, and (if known) the amount per security of foreign sourced dividend or distribution.

Not applicable - no dividends have been declared or paid

3. Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan.

Not applicable

4. Details of associates and joint venture entities including the name of the associate or joint venture entity and details of the reporting entity's percentage holding in each of these entities and - where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period.

Not applicable

Audit Status- The Company's financial statements for the year ended 30 June 2011 are in the process of being audited.

In relation to the preliminary announcement of the results for the year ended 30 June 2011 ("the announcement"), filed with the Alternative Investment Market of the London Stock Exchange ("AIM") and the Australian Securities Exchange ("ASX") on 31 August 2011, we wish to inform the shareholders as follows:

Under ASX listing regulations, we are required to file our unaudited preliminary announcement for the year ended 30 June 2011 by 31 August 2011. According to ASX listing regulations and the AIM Rules of the London Stock Exchange there is no requirement for the auditors to agree to the announcement prior to its filing. As directors of the Company, we recognise that we are responsible for preparing and issuing the announcement. Whilst not expected, there is a risk that the Company may need to revise its financial information in the light of final audit findings or other developments occurring between the preliminary announcement being notified to the exchanges and the formal completion of the audit.

NORSEMAN GOLD PLC

UNAUDITED GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2011

The results shown above relate entirely to continuing operations.

NORSEMAN GOLD PLC

UNAUDITED GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2011

NORSEMAN GOLD PLC

UNAUDITED GROUP BALANCE SHEET

AS AT 30 JUNE 2011

NORSEMAN GOLD PLC

UNAUDITED GROUP CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2011

NORSEMAN GOLD PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2011

1.1 Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated below.

1.2 Basis of preparation

The financial statements are prepared on a going concern basis, under the historical cost convention and in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"), including IFRS6 'Exploration for and Evaluation of Mineral Resources' and in accordance with the Companies Act 2006. The Parent Company's financial statements have also been prepared in accordance with IFRS and the Companies Act 2006.

1.3 Going Concern

The Group incurred an operating loss of AUD$12,892,977 for the year (2010: AUD$229,918 profit). The loss in the current year has been as a result of lower than anticipated gold production from the three operating underground mines, Harlequin, Bullen and the OK Decline, at the Company's Norseman Project. The Reserves of these three mines have not altered materially.

The Group's operations did, however, generate positive cash flow of AUD$3,928,162 (2010: AUD$8,399,669) and continued to invest heavily with major investments in mine development and infrastructure, and property plant and equipment. This ongoing investment in the Norseman Project's future resulted in a total net cash invested in capital assets of AUD$37,720,381 which was funded from capital raisings and finance drawdown.

The Group is dependent on cash flow generated from its mining operations to fund its ongoing activities. During the year, two capital raisings were undertaken which were intended to provide the capital required to enable the development the North Royal Open Pit, and bring it into production.

The Company's subsidiary, Central Norseman Gold Corporation Limited, the operator of the Norseman Project, also secured a financing facility which will provide up to AUD$11.5million of additional funding for the operation, should it be required.

The directors have reviewed the forward projections of the Norseman Project, specifically the anticipated production and resultant cash flows from the operation over the coming twelve months. The forecast model requires a number of estimates to be made. The key estimates required are:

·; gold production;

·; gold selling price; and

·; operating costs.

In terms of gold production, the forecast gold production for the 2011/12 financial year is substantially higher than achieved for the 2009/10 and 2010/11 financial years.

The Harlequin & Bullen underground mines are forecast to produce at rates which, although higher than in the previous year, are well within the capabilities of the mines, as demonstrated in earlier years. The OK Decline, which was commenced in 2010 but is only just now beginning to ramp up to full production, is forecast to produce at or near to its capacity.

The North Royal Open Pit, which has been in development since December 2010, is expected to contribute processable ore from the second quarter of the 2011/12 financial year, which will supplement the ore produced from the three underground mines, and enable the processing plant to be operated at capacity.

The forecast for the coming year is sensitive to variation in gold production. While the directors consider that the forecast gold production provided by management of in excess of 100,000 ounces of gold for the coming year is achievable, directors also recognise that competition for resources (equipment and skilled labour) within the mining industry has the potential to negatively impact the production forecast.

At a baseline gold price of AUD$1,450 per ounce, the Group will be dependent upon achieving at least 85% of the forecast level in the coming twelve months to enable sufficient funds to be generated from operations to remain a going concern or alternatively will have to raise additional equity or debt.

Gold production may vary as a result of lower than expected ore tonnes being mined, or because the grade of ore recovered is less than anticipated. Equally gold production may increase above expectations due to either or both of these factors.

In terms of gold selling price, the baseline forecasts have used a gold sale price of AUD$1,450 per ounce. The actual average gold sale price achieved for 2010/11 financial year was AUD$1,386 per ounce, and the current price of gold is approximately AUD$1,759 per ounce (London Gold market AM fixing price as at 24 August 2011). The forecast for the coming year is sensitive to movements in gold price. While the directors are satisfied that the gold price estimate of AUD$1,450 per ounce used is reasonable, the directors also recognise that the gold price varies up and down and that a downward movement in the gold price has the potential to negatively impact upon the expected cash flows. The Group will be dependent upon achieving at least 85% of the baseline gold price of AUD$1,450 per ounce in the coming twelve months to enable sufficient funds to be generated from operations to remain a going concern or alternatively will have to raise additional equity or debt.

In terms of operating costs, costs are forecast to increase in the 2011/12 financial year. The mining industry in Western Australia has substantial cost pressures as a result of the high demand for skilled labour and services. This places additional cost pressure on the business but is not expected to have an impact on the Group's going concern expectations.

Should the estimates for either gold production or gold price made in carrying out the directors' assessment not eventuate as anticipated, the Group will have to seek alternative sources of funding or amend its business plan. In this event, and in the absence of its ability to acquire financing through alternative sources, there would be some doubt over the ability of the Group to continue as a going concern.

The Directors acknowledge this risk, however believe that the Group has sufficient funds, or access to funds, through capital raising or alternative sources, and the ability to generate funds from its operations to enable the Group to continue to trade for the next twelve months, and accordingly these accounts have been prepared on a going concern basis.

2. (Loss) / profit per share

The basic (loss) / profit per ordinary share has been calculated using the loss for the financial year of AUD$21,800,925 (2010: Profit AUD$3,112,347) and the weighted average number of ordinary shares in issue of 199,199,851 (2010: 172,344,767).

3. Goodwill

In accordance with the Group's accounting policies impairment reviews on the value of investments in and loans to subsidiaries are carried at each reporting date. When events or changes in circumstances indicate that the carrying amount of loans or investments may not be supported by future net revenues from the subsidiaries a comparison between the net book value of the loans and investments and the discounted future cash flows from the subsidiary's undertakings is performed. To the extent that the carrying amount exceeds the recoverable amount, the carrying value is written down to its recoverable amount and charged as an impairment.

As part of their impairment review process discounted cash flow calculations were conducted on the Group's sole cash generating unit, the Norseman gold project ("Project"), as at 30 June 2011, in order to assess the value of the future cash flows forecast to be generated. Estimates of future net cash flows are based on various factors including but not limited to forecast gold production, future prices for gold sales and future operating and development costs. Such amounts are estimates based upon available knowledge and can therefore be subject to error or change. The discounted future cash flow estimates were performed over a five year basis using an appropriate discount rate of 15%.

The gold price assumptions used ranged from AUD$1,450 per ounce in year 1, AUD$1,528 per ounce in year 2, with a gradual decrease down to AUD$1,218 in year 5. These gold prices are the average of recent gold price forward estimates published by eleven leading investment banks operating in Australia.

Gold production is forecast to be in a range between 100,000 and 110,000 ounces per year across the period of the review. The gold production forecasts are supported by a JORC compliant Resource Statement as set out in the March 2011 Open Pit & Underground Resource and Reserve Summary published on 28 July 2011.

Based on the assumptions of gold production, gold sale price and future operating costs used, the directors have determined that the carrying values of loans to and investments in subsidiaries are fully recoverable by virtue of the Project being Net Present Value ("NPV") positive. However, as a result of the acknowledged risk that the loans to and investment in subsidiaries may become impaired as a result of variations in the estimates used, the directors have taken the decision to record a charge for asset impairment against the value of loans to subsidiaries to the extent of AUD$15,000,000 in these accounts. On a consolidated level this has been reflected as a write-off of the goodwill previously carried in the consolidated group balance sheet.

Additionally, the directors specifically acknowledge that the NPV calculation is sensitive to gold production and gold price.

Due to the largely fixed cost nature of the gold mining operations, a 7.25% reduction in gold production across the entire period of the review has the effect of taking the NPV of the Project from positive, to zero. A 1% reduction in gold production across the entire review period has the effect of reducing the NPV by approximately AUD$3.8million. Should production be less than forecast by more than 7.25% a further impairment of the carrying value of loans to and investments in subsidiaries may be required.

Gold production may vary as a result of lower than expected ore tonnes being mined, or because the grade of ore recovered is less than anticipated. Equally gold production may increase above expectations due to either or both of these factors.

Similarly, a 7.25% reduction in the forecast gold price across the entire period of the review has the effect of taking the NPV of the Project from positive to zero. A 1% reduction in gold price across the entire review period reduces the NPV by approximately AUD$3.8million. Should the gold prices be less than forecast by more than 7.25% a further impairment of the carrying value of loans to and investments in subsidiaries may be required.

4. Share capital

On 4 October 2010, the number of Ordinary shares issued and fully paid was increased from 172,610,000 Ordinary Shares of £0.0125 each to 197,610,000 Ordinary shares of £0.0125. This related to an issue of shares at an issue price of £0.45.

On 29 October 2010, the number of Ordinary shares issued and fully paid was increased from 197,610,000 Ordinary shares of £0.0125 each to 197,660,000 Ordinary shares of £0.0125. This related to the conversion of share options at 50p.

On 3 December 2010, the number of Ordinary shares issued and fully paid was increased from 197,660,000 Ordinary shares of £0.0125 each to 197,720,000 Ordinary shares of £0.0125. This related to the conversion of share options at 50p.

On 17 February 2011, the number of Ordinary shares issued and fully paid was increased from 197,660,000 Ordinary shares of £0.0125 each to 219,942,222 Ordinary shares of £0.0125. This related to an issue of shares at an issue price of £0.45.

The Ordinary shares rank pari passu in all respects including the right to receive all dividends and other distributions declared, made or paid.

5. Reserves

6. Share-based expenses

Share options

The details of share options outstanding at 30 June 2011 are as follows:

Share option charge

Valuation methodology:

The option values are calculated with reference to the Black-Scholes option pricing model taking into account the following assumptions:

The volatility percentage used is the actual volatility in the Company's share price as quoted on the ASX for the period two months prior to the issue date of the options.

Options issued:

2,500,000 share options exercisable at $1.04 were granted under an Unapproved Employee Share Option Plan approved by the Board on 28 March 2007 and amended pursuant to a resolution of the Board approved on 15 August 2007 and further amended pursuant to a resolution of the Board dated 24 March 2009. These options were issued on 28 April 2011 and have a 24 month vesting period, and an expiry date of 28 April 2016. ("Director options")

6,800,000 share options exercisable at $1.04 were granted to various employees under an Unapproved Employee Share Option Plan approved by the Board on 28 March 2007 and amended pursuant to a resolution of the Board approved on 15 August 2007 and further amended pursuant to a resolution of the Board dated 24 March 2009. Subsequent to their issue, 1,250,000 options have lapsed by virtue of the awardees terminating their employment with the group, leaving 5,550,000 of these options on issue. The options were issued on 24 January 2011, have a 24 month vesting period from date of issue and expire on 24 January 2016. ("Employee options")

1,500,000 share options exercisable at $0.41 were granted to a long term contractor of the Company's subsidiary Central Norseman Gold Corporation Ltd, approved by the Board on 28 April 2011. The options were issued on 6 May 2011, have a 24 month vesting period and an expiry date of 6 May 2016. ("Incentive options")

7. Taxation

8. Dividend

The Directors do not propose the payment of a dividend.

9. Preliminary announcement

This preliminary announcement for the year ended 30 June 2011 is unaudited and does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.

It has been prepared using accounting bases and policies consistent with those used in the preparation of the financial statements of the Company and the Group for the year ended 30 June 2010 and those to be used for the year ending 30 June 2011.

The financial statements for the year ended 30 June 2010 have been delivered to the Registrar of Companies and the auditor's report on those financial statements was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006.

**ENDS**

For further information visit www.norsemangoldplc.com or contact:

Note to editors:

Norseman Gold plc is an AIM listed and ASX listed Australian gold production company, which acquired the Norseman Gold Project in May 2007, Australia's longest continually running gold operation. The Norseman Gold Project is located in the Eastern Goldfields of Western Australia in the highly prospective Norseman-Wiluna greenstone belt, 725km east of Perth and 186km from Kalgoorlie.

Gold was first found on the Norseman field in 1894 and over the last 65 years, it has produced over 5.5 million ounces of gold. The mine is currently producing from three high-grade narrow-vein underground mines - the Bullen, the Harlequin and the OK Declines and developing the North Royal Open Pit. Currently, it has a total resource inventory of 3.4 million ounces of gold at an average grade of 4.7 g/t.

The tenements cover a 2,360 sq km area centred on the Norseman Township. The landholding comprises 221 tenements consisting of 85 Exploration Licences, 108 Mining Licences, 3 Prospecting Licences, 15 Miscellaneous Licences, 5 Exploration Licence Applications, 3 Prospecting Licence Applications and 1 Mining Lease Application.

The Company's strategy is focused on extending the mine life through the conversion of resources into reserves and identifying additional resources and obtaining additional ore for the operating mill through the development of additional mines. The Company has fifteen advanced resource projects under review of which three have pre-development work being undertaken on them. It is anticipated that at least one, if not all the pre-development projects will develop into mining propositions.