Kimber Resources 20F 2011 Annual report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ________

For the transition period from ________to ________

Commission file number: 001-32712

KIMBER RESOURCES INC.
(Exact name of Registrant as specified in its charter)

________
(Translation of Registrant’s name into English)

Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 215 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6
(Address of principal executive offices)

Gordon Cummings, President and Chief Executive Officer
Suite 215 – 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6
Tel: (604) 669-2251
E-mail: gcummings@kimberresources.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Name of each exchange on which registered
Common Shares, without par value	NYSE Amex Equities

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:77,185,086 Common Shares as at June 30, 2011

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ]Yes[X]No

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

[ ]Yes[ X]No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ]Yes[ ]No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files)

[X ]Yes[ ]No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)


Large accelerated filer[ ]	Accelerated filer[ ]	Non-accelerated filer[X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP[ ]	International Financial Reporting Standards as issued[ ]	Other[ X]
	by the International Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

[ ]Item 17[X ]Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ]Yes[X ]No

TABLE OF CONTENTS


GLOSSARY OF TERMS				6
	Glossary of Non-Geological Terms			6
	Geological and Technical Terms			8
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES				11
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS				13
PART I				14
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			14
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE			14
	ITEM 3. KEY INFORMATION			14
		A. Selected Financial Data		14
		B. Capitalization and Indebtedness		16
		C. Reasons for the Offer and Use of Proceeds		16
		D. Risk Factors		16
	ITEM 4. INFORMATION ON KIMBER			26
		A. History and Development of Kimber		26
		B. Business Overview		27
		C. Organizational Structure		29
		D. Property, Plants and Equipment		29
			The Monterde Property	30
			Exploration and Development – Monterde Property	44
		E. Mineral Resource Estimates		49
			Non-Reserves	49
		F. Metallurgy		55
			Monterde Property - Carmen	55
		G. Preliminary Economic Assessment		57
			Non-Reserves	57
		H. Other Properties		59
			Pericones Property	59
			Setago Property	60
			Technical Disclosure	60
			Other Significant Acquisitions and Dispositions	60
	ITEM 4A. UNRESOLVED STAFF COMMENTS			61
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			61
		A. Operating Results		62
		B. Liquidity and Capital Resources		67
		C. Research and Development, Patents and Licenses, Etc.		68


	D. Trend Information	68
	E. Off-Balance Sheet Arrangements	69
	F. Tabular Disclosure of Contractual Obligations	69
	G. Safe Harbour	69
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		69
	A. Directors and Senior Management	69
	B. Compensation	73
	C. Board Practices	74
	D. Employees	75
	E. Share Ownership	76
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		79
	A. Major Shareholders	79
	B. Related Party Transactions	80
	C. Interests of Experts and Counsel	81
ITEM 8. FINANCIAL INFORMATION		81
	A. Consolidated Statements and Other Financial Information	81
	B. Significant Changes	81
ITEM 9. THE OFFER AND LISTING		81
	A. The Offer and Listing Details	81
	B. Plan of Distribution	83
	C. Markets	83
	D. Selling Shareholders	83
	E. Dilution	83
	F. Expense of the issue	83
ITEM 10. ADDITIONAL INFORMATION		83
	A. Share Capital	83
	B. Notice of Articles and Articles	84
	C. Material Contracts	89
	D. Exchange Controls	89
	E. Taxation	89
	F. Certain United States Federal Income Tax Considerations	90
	F. Dividends and Paying Agents	98
	G. Statement by Experts	98
	H. Documents on Display	98
	I. Subsidiary Information	99
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		99
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		99
	A. to C	99
	D. American Depositary Receipts	99


PART II			99
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		99
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		99
		A. to D	99
		E. Use of Proceeds	99
	ITEM 15. CONTROLS AND PROCEDURES		99
		A. Disclosure Controls and Procedures	99
		B. Management’s Annual Report on Internal Control over Financial Reporting	100
		C. Changes in Internal Control Over Financial Reporting	100
	ITEM 16. [RESERVED]		100
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		100
	ITEM 16B. CODE OF ETHICS		101
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		101
	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		102
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		102
	ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		102
	ITEM 16G. CORPORATE GOVERNANCE		102
PART III			102
	ITEM 17. FINANCIAL STATEMENTS		102
	ITEM 18. FINANCIAL STATEMENTS		103
	ITEM 19. EXHIBITS		103
	SIGNATURE PAGE		109

GLOSSARY OF TERMS

Certain terms and abbreviations used in this Annual Report are defined below:

Glossary of Non-Geological Terms

“ALS”means ALS Laboratory Group, a division of Campbell Brothers Limited, an Australian based public company;

“AMEX”means the NYSE Amex Equities stock exchange;

“BCBCA”means theBusiness Corporations Act(British Columbia), as amended;

“Canadian GAAP”means financial data prepared in accordance with Canadian generally accepted accounting principles;

“Carmen deposit”or“Carmen”is the name given to a volume of gold and silver-bearing rock in and around the former Monterde mine. Until drilling is complete, the boundaries of this mineralization will remain undefined (SeeFigure 2, Figure 3andFigure 5);

“Carotare deposit”or“Carotare”is the name given to a volume of gold and silver-bearing rock located 2 kilometres west of the Carmen deposit. Until drilling is complete, the boundaries of this mineralization will remain undefined (SeeFigure 3andFigure 5);

“Common Shares”or“Shares”means the common shares without par value in the capital of Kimber Resources Inc.;

“Ejido”(aa-hee-do) is a Mexican legal entity which owns a specific area of land and holds it collectively for its members. Ejidos were formed by way of a resolution from the Federal Government of Mexico under the Agrarian Act for the administration and development of collective property rights over agricultural land owned by the Federal Government of Mexico. Ejidos are administered and controlled by an Ejido council. The consent of the general assembly of Ejido members is a requirement for access to such lands for mineral exploration and development. Since 1990, Mexican law has permitted the "partition and privatization" of Ejido land from the Federal Government of Mexico to the Ejidos and from the Ejidos to individual members;

“El Coronel Concessions”means the mineral concessions located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “El Coronel Concessions” inTable 1of this Annual Report;

“Golden Treasure”means Golden Treasure Explorations Ltd.;

“Gold equivalent ounce”Gold equivalent ounces are based on prices of US$1,050/oz gold and US$18/oz silver for recovered ounces, giving a ratio of 58.3 to convert recoverable silver ounces to gold equivalent ounces.

“Group 1 Concessions”means the mineral concessions forming part of the Monterde Property, located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Group 1 Concessions” inTable 1of this Annual Report;

“Group 2 Concessions”means the mineral concessions forming part of the Monterde Property, located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Group 2 Concessions” inTable 1of this Annual Report;

“Group 3 Concessions”means the mineral concession forming part of the Monterde Property, located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Group 3 Concessions” inTable 1of this Annual Report;

“Group 4 Concessions”means the mineral concession forming part of the Monterde Property, located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Group 4 Concessions” inTable 1of this Annual Report;

“IRR”means Internal Rate of Return, which on a project is the accumulative effective compounded rate of return that makes the NPV of all cash flows equal to zero;

“Kimber”or the“Company”means, as the context requires, Kimber Resources Inc. and its wholly owned subsidiaries Minera Monterde, S. de R.L. de C.V, Kimber Resources de Mexico, S.A de C.V and Minera Pericones, S.A. de C.V. collectively;

“Kimber Resources de Mexico”means Kimber Resources de Mexico, S.A. de C.V., a wholly owned subsidiary of Kimber Resources Inc.;

“Minera Monterde”means Minera Monterde, S. de R.L. de C.V., a wholly owned subsidiary of Kimber Resources Inc. and the holder of the Monterde Property and the Setago Property;

“Minera Pericones”means Minera Pericones, S.A. de C.V., a wholly owned subsidiary of Kimber Resources Inc. and the holder of the Pericones Property;

“Monterde Property”means the Monterde Concessions, the El Coronel Concessions, the Staked Concessions and the San Francisco Concession all located in the Monterde Mining District, State of Chihuahua, Mexico and listed inTable 1of this Annual Report;

“Monterde Concessions”means the mineral concessions located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Monterde Concessions” inTable 1of this Annual Report;

“NPV”means Net Present Value, a value calculated for a project, based on its assumed future cash receipts and disbursements, discounted by an estimated risk free return;

“Pericones Property”or“Pericones”means a staked mineral concession located approximately 180 kilometres southwest of Mexico City in the Municipality of Tejupilco in Estado de Mexico;

“San Francisco Concession”means the mineral concession located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “San Francisco Concession” inTable 1of this Annual Report;

“SEC”means the United States Securities and Exchange Commission;

“Setago Property”or“Setago”means a staked mineral concession located in the Monterde Mining District, State of Chihuahua, Mexico, approximately 24 kilometres to the west of the Monterde Property;

“Staked Concessions”means the mineral concessions forming part of the Monterde Property located in the Monterde Mining District, State of Chihuahua, Mexico, listed under the heading “Staked Concessions” inTable 1of this Annual Report;

“TSX”means the Toronto Stock Exchange;

“U.S. GAAP”means financial data prepared in accordance with United States generally accepted accounting principles;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Veta Minitas deposit”or“Veta Minitas”is the name given to a volume of gold and silver-bearing rock located 250 metres southwest of the Carmen deposit. Until drilling is complete, the boundaries of the mineralization will remain undefined (SeeFigure 3andFigure 5);

“Warrant”means a warrant of Kimber Resources Inc. entitling the holder to purchase one Common Share of Kimber Resources Inc. at the price and until the date stated in the said warrant;

“2002 Plan”means the Kimber Resources Inc. 2002 Stock Option Plan;

“2007 Plan”means the Kimber Resources Inc. 2007 Stock Option Plan;

Geological and Technical Terms

“alteration”is a change in the chemical and mineralogical composition of a rock caused by hydrothermal fluids;

“andesite”is a fine-grained volcanic rock, typically grey to dark grey, containing plagioclase, hornblende, biotite, or pyroxene phenocrysts;

“argillic alteration”is an alteration type characterized by the development of clay minerals at the expense of the original constituents of the rock;

“breccia”is a rock that has been broken by natural forces such as fault movements or volcanic explosions into very irregular fragments of varying sizes with the spaces between the larger fragments filled by smaller fragments of the same material;

“caldera”is a large basin-shaped volcanic depression, more or less circular in shape;

“CIM”is the Canadian Institute of Mining, Metallurgy and Petroleum;

“CIM Standards”means the standards and best practices for mineral projects under the guidelines set out in “Mineral Resources/Reserves and Valuation Standards”, Special Volume 56 published byThe Canadian Institute of Mining, Metallurgy and Petroleum;

“comagmatic”is a term describing igneous rocks regarded as having been derived from common parent magma;

“dikes”are tabular bodies of igneous rock that cut structurally across adjacent rock;

“dip”is the maximum angle that a structural surface, such as layering in a rock or a fault, makes with the horizontal, measured perpendicular to the strike and in the vertical plane;

“epithermal”refers to a hydrothermal mineral deposit formed within about 1 kilometre of the Earth’s surface and in the temperature range of 50^oto 200^oC;

“fault”is a fracture or fracture zone along which there has been displacement of the sides relative to one another;

“feldspars”are a group of aluminum-silica minerals with calcium, sodium or potassium. They are major rock-forming minerals in igneous rocks;

“g/t”means grams per tonne;

“grade”is the relative quantity or the percentage of a commodity content in a Mineral Resource, expressed as grams per tonne or ounces per ton for precious minerals, such as gold, or as a weight percentage for most other metals;

“hematite”or“hematitic”refers to a common iron mineral consisting of iron and oxygen;

“hydrothermal”pertains to hot water or the action of heated water, often considered heated by magma or in association with magma;

“igneous rocks”are rocks that have formed from lava;

“Indicated Mineral Resource”is, in accordance with the CIM Standards, that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed;

“Inferred Mineral Resource”is, in accordance with the CIM Standards, that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes;

“intrusive”is an igneous rock that has solidified below the Earth's surface;

“leaching”means the separation, selective removal or dissolving-out of soluble constituents from a rock or ore body by the natural actions of percolating water or applied solutions;

“lithologies”are groupings of rocks displaying similar physical characteristics including colour, mineral composition and grain size;

“magma”is molten rock located below the Earth's surface. When a volcano erupts or a deep crack occurs in the Earth, the magma rises and overflows. When it flows out of the volcano or crack, usually mixed with steam and gas, it is called lava;

“Measured Mineral Resource”is, in accordance with the CIM Standards, that part of Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity;

“Mineral Reserve”means, in accordance with the CIM Standards, that portion of a Measured Mineral Resource or an Indicated Mineral Resource that is economically mineable as demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that

economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

“Mineral Resource”is, in accordance with the CIM Standards, a concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. The terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource”, “Inferred Mineral Resource” used in this Annual Report are Canadian mining terms as defined in accordance with NI 43-101 under the guidelines set out in the CIM Standards;

“NI 43-101”means National Instrument 43-101 – Standards of Disclosure for Mineral Projects, rules developed by the Canadian Securities Administrators (an umbrella group of Canada’s provincial and territorial securities regulators) that govern public disclosure by mining and mineral exploration issuers. The rules establish certain standards for all public disclosure of scientific and technical information concerning mineral projects;

“Ocupación Temporal”means an agreement analogous to a surface easement in that the area agreed upon with the surface rights holder is registered with the government and as such, the surface owner must allow the mining concession owner access and use;

“ore”is a naturally occurring material from which a mineral or minerals of economic value can be extracted at a profit under economic conditions that are specified and are generally accepted as reasonable, also, the mineral or minerals thus extracted;

“phenocrysts”are the larger crystals embedded in a finer-grained groundmass of surrounding igneous rock;

“Preliminary Economic Assessment”or“PEA”means a study that includes an economic analysis of the potential viability of Mineral Resources taken at an early stage of the project prior to the completion of a preliminary feasibility study;

“Preliminary Feasibility Study”means a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating, economic factors and the evaluation of other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may demonstrate that economic extraction can be justified;

“Probable Mineral Reserve”means, in accordance with the CIM Standards, the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified;

“Proven Mineral Reserve”means, in accordance with the CIM Standards, the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified;

“pyrophyllitic”rock containing pyrophillite, a relatively rare clay mineral formed during metamorphism;

“Qualified Person” is a term defined in NI 43-101 and means an individual who (a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; (c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires A. a favourable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or B. a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining;

“RC”means a reverse circulation drill, a type of percussion drill used in mineral exploration, where a continuous flow of high pressure air is pumped to the bottom of the drill hole via the annulus of the double walled drill pipe, through the bit and back out of the drill hole via the center of the pipe, carrying the drill cuttings to surface free of contamination from the formations drilled;

“shear”is a fracture or fracture zone along which there has been differential movement of the sides relative to one another, typically leading to crushing, brecciation, and subsidiary fractures;

“tuff”is a general term for all volcanic rocks explosively or aerially ejected from a volcanic vent;

“UTM coordinates”means Universal Transverse Mercator coordinates, measured in metres from some fixed datum; and

“welded”is a term that refers to a tuff that has been indurated by the welding together of the glass shards that constitute the tuff.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

As used in this Annual Report on Form 20-F, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms defined in accordance with NI 43-101 and the CIM Standards. These definitions differ from the definitions in SEC Industry Guide 7 under the U.S. Securities Act. Under SEC Industry Guide 7, a reserve is defined as that part of a mineral deposit which could be economically and legally extracted or produced at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be used by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any all, or any part of a mineral deposits in these categories will ever be converted into reserves. “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an Indicated Mineral Resource or an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or preliminary feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this Annual Report on Form 20-F and the exhibits filed herewith or incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations promulgated thereunder.

Further, the term “mineralized material” as used in this Annual Report on Form 20-F, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC standards. We cannot be certain that any part of the mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves". Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.


*Conversion Table*

Metric		Imperial
1.0 millimetre (mm)	=	0.039 inches (in)
1.0 metre (m)	=	3.28 feet (ft)
1.0 kilometre (km)	=	0.621 miles (mi)
1.0 hectare (ha)	=	2.471 acres (ac)
1.0 gram (g)	=	0.032 troy ounces (oz)
1.0 metric tonne (t)	=	1.102 short tons (ton)
1.0 g/t	=	0.029 oz/ton

Unless otherwise indicated, all dollar ($) amounts referred to herein are in Canadian dollars.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning Mineral Reserve and Mineral Resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if a property is developed, and in the case of Mineral Reserve, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the sections entitled “ITEM 3. D. KEY INFORMATION - Risk Factors”, “ITEM 4. B. INFORMATION ON KIMBER - Business Overview”, “ITEM 4. D. INFORMATION ON KIMBER - Property, Plants and Equipment” and “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in the exhibits attached to this Annual Report on Form 20-F. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in our forward-looking statements. Our forward-looking statements are based on beliefs, expectations and opinions of our management on the date the statements are made and we do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

We have summarized in the tables below selected consolidated financial data for Kimber, prepared in accordance with Canadian GAAP. The tables also summarize certain corresponding information reconciled to U.S. GAAP. Canadian GAAP, as applied to Kimber, may materially differ from U.S. GAAP. For a discussion of these differences and their effect on our financial statements, refer to “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS” AND TO NOTE 13 INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN “ITEM 18. FINANCIAL STATEMENTS”.

For each of the fiscal years ended June 30 presented, the information in the tables was extracted from our consolidated audited financial statements for those years. The information contained in the selected financial data is qualified in its entirety by reference to the consolidated financial statements and related notes included in “ITEM 18. FINANCIAL STATEMENTS”, and should be read in conjunction with such financial statements and with the information appearing in “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS”.

Under Canadian GAAP (Selected Financial Information)


	Year		Year		Year		Year		Year
	Ended		Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,		June 30,
	2011		2010		2009		2008		2007
	$		$		$		$		$

Current Assets	9,607,731		5,046,917		3,757,748		4,958,410		6,687,329
Equipment	549,084		497,960		608,193		617,951		644,230
Unproven mineral right interests	48,839,128		42,647,361		40,943,685		37,335,596		32,176,965
Total Assets	58,995,943		48,192,238		45,309,626		42,911,957		39,508,524
Current Liabilities	1,915,016		541,627		393,561		815,757		1,315,654
Total Liabilities	1,915,016		541,627		393,561		815,757		1,315,654
Share Capital	74,543,371		63,556,255		56,753,646		52,032,205		46,762,332
Contributed surplus	5,506,745		4,089,747		4,031,196		3,541,767		1,970,385
Deficit	(22,969,189	)	(19,995,391	)	(15,868,777	)	(13,477,772	)	(10,539,847	)
Net Loss for the Period	(2,973,798	)	(4,126,614	)	(2,391,005	)	(2,937,925	)	(3,813,938	)
Basic and Diluted Loss per Share	(0.04	)	(0.06	)	(0.04	)	(0.06	)	(0.08	)
Weighted Average Number of Common Shares Outstanding	73,104,638		64,200,830		61,120,045		52,277,997		48,118,320

Under Canadian GAAP applicable to junior mining companies, mineral exploration expenditures are deferred for mineral properties under exploration or development until such time as it is determined that further exploration or development is not warranted, at which time the property costs are written-off. Under U.S. GAAP, all exploration expenditures are expensed as incurred up to the development stage or

until economic feasibility of a project has been determined. The following information has been prepared under U.S. GAAP.

Under U.S. GAAP (Selected Financial Information)


	Year		Year		Year		Year		Year
	Ended		Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,		June 30,
	2011		2010		2009		2008		2007
	$		$		$		$		$

Current Assets	9,607,731		5,046,917		3,757,748		4,958,410		6,687,329
Equipment	549,084		497,960		608,193		617,951		644,230
Unproven mineral Right Interests	3,114,754		3,010,909		2,897,532		2,815,935		2,752,945
Total Assets	13,271,569		8,555,786		7,263,473		8,392,296		10,084,504
Current Liabilities	1,915,016		541,627		393,561		815,757		1,315,654
Total Liabilities	1,915,016		541,627		393,561		815,757		1,315,654
Share Capital	74,543,371		63,556,255		56,753,646		52,032,205		46,762,332
Contributed surplus	5,506,745		4,089,747		4,031,196		3,541,767		1,970,385
Deficit	(68,693,563	)	(59,631,843	)	(53,914,930	)	(47,997,433	)	(39,963,867	)
Net Loss for the Period	(9,061,720	)	(5,716,913	)	(5,917,497	)	(8,033,566	)	(13,733,498	)
Basic and Diluted Loss per Share	(0.12	)	(0.09	)	(0.10	)	(0.15	)	(0.29	)
Weighted Average Number of Common Shares Outstanding	73,104,638		64,200,830		61,120,045		52,277,997		48,118,320

Except where otherwise indicated, all information extracted from or based on our consolidated financial statements are presented in accordance with Canadian GAAP.

Dividends

No cash dividends have been declared nor are any currently expected to be declared in respect of our Common Shares. We anticipate that all available cash will be required to further our exploration activities for the foreseeable future. We are not subject to contractual restrictions respecting the payment of dividends.

Exchange Rates

Unless otherwise indicated, all reference to dollar ($ or C$) amounts in this Annual Report on Form 20-F are in Canadian dollars. References to US$ are to the United States dollar. The following table sets out the nominal noon exchange rates for one Canadian dollar expressed in terms of U.S. dollars for the periods indicated. Rates of exchange are obtained from the Bank of Canada.Bank of Canada exchange rates arenominal quotations- not buying or selling rates - and are intended for statistical or analytical purposes. Rates available from financial institutions will differ. The noon exchange rate for the Canadian dollar against the U.S. dollar is calculated to reflect the trades that take place between 11:59 a.m. and 12:01 p.m.


Period End and Average - C$ vs. US$

		June 30,	June 30,	June 30,	June 30,	June 30,
		2011	2010	2009	2008	2007
	Period End	1.0370	0.9429	0.8602	0.9817	0.9404
	Average	1.0005	0.9474	0.8575	0.9897	0.8831


Monthly High and Low - C$ vs. US$

		June	May	April	March	February	January
		2011	2011	2011	2011	2011	2011

	High for Month	1.0370	1.0537	1.0542	1.0324	1.0268	1.0140
	Low for Month	1.0141	1.0195	1.0319	1.0083	1.0045	0.9978

As of September 23, 2011, the exchange rate for the conversion of one Canadian dollar into U.S. dollars was C$1.00 = US$0.9802.

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable

D. Risk Factors

We are subject to a number of significant risks due to the nature of our business and the present stage of our business development. Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in our Common Shares. Our failure to successfully address the risks and uncertainties described below could have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our Common Shares may decline and investors may lose all or part of their investment. Estimates of mineralized material are inherently forward-looking statements subject to error. Although Mineral Resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

The following risks should be considered:

Industry Risks

Mineral resource exploration and development is a high risk, speculative business.

Mineral resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new properties and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any particular level of recovery or Mineral Reserves will in fact be realized by us or that any identified mineral deposit identified by us will ever qualify as a commercially mineable (or viable) ore body which can be economically and lawfully exploited.

Mineral exploration is subject to numerous industry operating hazards and risks, many of which are beyond our control and any one of which may have an adverse effect on our financial condition and operations.

The operations in which we have a direct or indirect interest are subject to all the hazards and risks normally incidental to resource companies. Fires, power outages, labour disruptions, flooding,

explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the industry operating risks involved in the operation of mines and the conduct of exploration programs. If any of these events were to occur, they could cause injury or loss of life, severe damage to or destruction of property. As a result, we could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, we may have to make expensive repairs and could be subject to legal liability. The occurrence of any of these operating risks and hazards may have an adverse effect on our financial condition and operations, and correspondingly on the value and price of our Common Shares.

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future which may adversely affect our ability to finance our exploration and development activities and may adversely affect the amount of revenues derived from any future production at our properties.

The commercial feasibility of our properties and our ability to arrange funding to conduct our planned exploration activities is dependent on, among other things, the price of gold and silver. Depending on the price to be received for any minerals produced, we may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold or silver may prevent our properties from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and silver or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond our control, including, among others:

international economic and political conditions,
expectations of inflation or deflation,
international currency exchange rates,
interest rates,
global or regional consumptive patterns,
speculative activities,
levels of supply and demand,
increased production due to new mine developments,
decreased production due to mine closures,
improved mining and production methods,
availability and costs of metal substitutes,
metal stock levels maintained by producers and others, and
inventory carrying costs.

The effect of these factors on the price of precious and base metals cannot be accurately predicted. If the price of gold and silver decreases, the value of our assets would be materially and adversely effected, thereby materially and adversely impacting the value and price of our Common Shares.

Exploration activities are subject to geologic uncertainty and inherent variability.

There is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

The quantification of Mineral Resources is based on estimates and is subject to great uncertainty.

Calculations of amounts of mineralized material are estimates only. Actual recoveries of gold and silver from mineralized material may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade or stripping ratio, or the gold and silver price may affect the economic viability of our mineral properties. In addition, there can be no assurance that gold and silver recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Notwithstanding pilot plant tests for metallurgy and other factors there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing. Mining and metallurgy are an inexact science and accordingly there always remains an element of risk that a mine may not prove to be commercially viable.

Until a deposit is actually mined and processed, the quantity of Mineral Reserves, Mineral Resources and grades must be considered as estimates only. In addition, the quantity of Mineral Reserves and Mineral Resources may vary depending on, among other things, metal prices. Any material change in quantity of Mineral Reserves, Mineral Resources, grade, percent extraction of those Mineral Reserves recoverable by underground mining techniques or stripping ratio for those Mineral Reserves recoverable by open pit mining techniques may affect the economic viability of a mining project.

The deterioration of global financial markets has had a profound impact on the global economy, in general and on the mining industry in particular.

Many industries, including the precious and base metal mining industry, are impacted by global market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, changes in interest rates and tax rates may adversely affect our growth and profitability potential. Specifically:

a repeat of a global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity;
the volatility of gold and silver prices may impact our future revenues, profits and cash flow;
volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
the devaluation and volatility of global stock markets impacts the valuation of our equity securities, which may impact our ability to raise funds through the issuance of equity.

These factors could have a material adverse effect on our financial condition and results of operations.

Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

Increases in the prices of labour and materials, to some extent caused by an increase in commodity prices, including the prices of the metals being mined by the industry, may lead to significantly increased capital and operating costs for mining projects. Increasing costs are a factor that must be built in to the economic model for any mining project. Significant increases in operating costs have had the effect of reducing profit margins for some mining projects. Accordingly increases in both operating and capital costs need to be factored into economic assessments of existing and proposed mining projects and may increase the financing requirements for such projects or render such projects uneconomic.

Company Risks

There may be substantial doubt regarding our ability to continue as a going concern.

Kimber’s consolidated financial statements for the year ended June 30, 2011 have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. Kimber has no sources of revenues and has operated at a loss since inception. As such, the ability of the Company to continue as a going concern is uncertain and is dependent upon obtaining financing necessary to meet its financial commitments and complete the development of its properties, and/or is dependent upon the Company realizing proceeds from the sale of one or more of its properties. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations.

We face substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and may not be able to effectively compete which would have an adverse effect on our financial condition and operations.

The mineral resource industry is intensively competitive in all of its phases, and we compete with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold and silver properties. The principal competitive factors in the acquisition of such undeveloped properties include having the staff and data necessary to identify, investigate and purchase such properties, and having the financial resources necessary to acquire and develop such properties. Competition could adversely affect our ability to acquire suitable prospects for exploration in the future.

Our exploration efforts may be unsuccessful.

Resource exploration and, if warranted, development is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production.

There is no certainty that the expenditures that have been made and may be made in the future by us related to the exploration of our properties will result in discoveries of mineralized material in commercial quantities.

Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any particular level of recovery or Mineral Reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Mineral Resource estimates are not indicative of actual gold and silver that can be mined.

If we are unable to develop acceptable overall gold and silver recovery levels, the Monterde Property may not be a viable project and we will have to continue to explore for a viable deposit or cease operations.

Recovery levels for gold and silver are based upon metallurgical testing of samples taken from drill samples. Numerous factors may affect the recoverability of gold and silver from any given rock and tests of such samples may not be representative of recoveries to be obtained from the entire deposit. Our overall metallurgical recoveries may not be adequate for the Monterde Property to be commercially viable.

We have a limited history as an exploration company and do not have any experience in putting a mining project into production.

We have been actively engaged in mineral exploration since 1999. We do not hold any Mineral Reserves and do not generate any revenues from production. Our success will depend largely upon our ability to locate and develop commercially viable Mineral Reserves, which may never happen. Further, putting a mining project into production requires substantial planning and expenditures and we do not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate our prospects, and our future success is more uncertain than if we had a longer or more proven history.

We have operated at a loss since inception, expect to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of our Common Shares to decline.

We have incurred net losses every year since inception on March 31, 1995 and as of June 30, 2011 had an accumulated deficit of $22,969,189. We incurred a net loss of $2,973,798 for the year ended June 30, 2011 and $4,126,614 for the year ended June 30, 2010. We currently have no commercial production and have never recorded any revenues from mining operations. We expect to continue to incur losses, and will continue to do so until such time, if ever, as our properties commence commercial production and generate sufficient revenues to fund continuing operations.

The development of new exploration or, if warranted, mining operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as we add, as needed, consultants, personnel and equipment associated with advancing exploration, development and commercial production of our properties. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with others in the future, our acquisition of additional properties, and other factors, many of which are unknown today and may be beyond our control. We may never generate any revenues or achieve profitability. If we do not achieve profitability we will have to raise additional funds through future financings or shut down our operations.

Our title to our mineral properties and their validity may be disputed in the future by others claiming title to all or part of such properties.

Our properties consist of various mining concessions in Mexico. Under the Mexican law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of our ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of our mineral properties could have an adverse effect on the Company. Even if a claim is unsuccessful, it may potentially affect our current operations due to the high costs of defending against such claims and their impact on senior management's time.

Our properties are located in Mexico, which can lead to difficulty with changes in political conditions and regulations, currency exchange, obtaining financing, finding and hiring qualified people or obtaining all necessary services for our operations in Mexico.

All of our properties, including our Monterde Property, are located in Mexico. Mexico has in the past been subject to political instability, changes and uncertainties, which, if they were to arise again, could cause changes to existing governmental regulations affecting mineral exploration and mining activities. Our mineral exploration and mining activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to our activities or maintaining our properties. In addition, recent increases in kidnapping and violent drug related criminal activity in Mexico, and in particular Mexican States bordering the United States, may adversely affect our ability to carry on business safely.

The cost of exploration and future capital and operating costs are affected by foreign exchange rates for the Canadian dollar, United States dollar and Mexican peso. Fluctuations in foreign exchange rates for the United States dollar and Mexican peso versus the Canadian dollar could lead to increased costs reported in Canadian dollars or foreign exchange losses in respect to United States dollar or Mexican peso working capital balances held by us. There can be no assurance that foreign exchange fluctuations will not materially adversely affect our financial performance and results of operations.

It may be difficult for us to obtain necessary financing for our planned exploration or development activities because of their location in Mexico. Also, it may be difficult to find and hire qualified people in the mining industry who are situated in Mexico or to obtain all of the necessary services or expertise in Mexico or to conduct operations on our projects at reasonable rates. If qualified people and services or expertise cannot be obtained in Mexico, we may need to seek and obtain those services from people located outside of Mexico which will require work permits and compliance with applicable laws and could result in delays and higher costs to us to conduct our operations in Mexico.

The occurrence of the various foregoing factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations or future profitability.

We originally contemplated an open pit mining operation on the Carmen deposit at the Monterde Property, however we are currently contemplating the possibility of a combined open pit and underground mining operation, the effect of which, if it were to proceed to production, would expose us to increased costs, potential time delays and risks to underground workers.

The change in concept from an open pit to a combined open pit and underground mining operation would, if we proceed on this basis, expose us to the inherent risks of underground mining including increased costs, time delays in developing underground operations and safety issues. The development of any mine plan and feasibility study must take these factors into consideration and may negatively impact the viability of the project. If the Carmen deposit is not a viable project as a combined open pit/underground mine we would have to continue to explore for a viable deposit or cease operations.

We are subject to numerous government regulations which could cause delays in carrying out our operations, and increase costs related to our business.

Our mineral exploration and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing operations, or more stringent implementation thereof could substantially increase the costs associated with our business or prevent us from exploring or developing our properties.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact

on us and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Our activities are subject to environmental laws that may increase our costs and restrict our operations.

All of our exploration activities are in Mexico and are subject to regulation by governmental agencies under various environmental laws. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Environmental legislation in many countries is evolving and the trend has been towards stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse effect on the viability of the Monterde Property and the Carmen deposit or some other portion of our business, causing a re-evaluation of those activities.

We have not completed an environmental impact statement, nor have we received the necessary permits for water or explosives to conduct mining operations.

The department responsible for environmental protection in Mexico is SEMARNAT (Secretaria de Medio Ambiente y Recursos Naturales) and it has broad authority to shut down and/or levy fines against facilities that do not comply with applicable Mexican environmental regulations or standards.

Regulations require that an environmental impact statement, known in Mexico as aManifiesto de Impacto Ambiental or“MIA”, be prepared by a third-party contractor for submittal to SEMARNAT. An MIA is required prior to mine construction. Studies required to support the MIA include a detailed analysis of the following areas: soil, water, vegetation, wildlife, cultural resources and socio-economic impacts. The regulatory process in Mexico does not have a public review component but proof of local community support for a project is required to gain final MIA approval. A risk analysis must also be prepared in conjunction with the MIA for approval by SEMARNAT. To date this risk analysis has not been prepared

A number of other approvals, licenses and permits are required for various aspects of a mine’s development. The most significant permits for the development of the Monterde Property, other than MIA approval, are water rights concessions, or permits to extract water, issued by the National Water Commission (Comisión Nacional del Agua), and a permit for consumption, use and storage of explosives, or blasting permit, issued by the Mexican National Defence Secretariat (Secretaría de la Defensa Nacional).

Failure to obtain the necessary permits would adversely affect progress of our operations and would delay or could prevent the commencement of commercial operations.

The Monterde Property is located in the Sierra Madre mountains of Mexico which have been subject to episodes of unusually high rainfall in past years resulting in washouts and erosion of soil. Increased rainfall may result in increased costs and delays in operations.

Seasonal rains are a factor that must be considered when carrying on operations in areas such as the Sierra Madre where excessive rain fall may hamper operations. Some other companies carrying on operations in areas of heavy seasonal rains have been severely impacted by the rainfall and on occasion have been required to cease operations. If our operations are severely impacted by the weather, then we may be required to carry out remedial work and/or cease operations until the seasonal rains come to an end.

We depend on key personnel for critical management decisions and industry contacts but do not maintain key person insurance.

We are dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on our operations.

Our success is dependent to a great degree on our ability to attract and retain highly qualified management personnel. The loss of such key personnel, through incapacity or otherwise, would require us to seek and retain other qualified personnel and could compromise the pace and success of our exploration activities. We do not maintain key person insurance in the event of a loss of any such key personnel.

We do not have a full staff of technical personnel and rely upon outside consultants to provide critical services.

We have a relatively small staff and depend upon our ability to hire consultants with the appropriate background and expertise as they are required to carry out specific tasks. Our inability to hire the appropriate consultants at the appropriate time could adversely impact our ability to advance our exploration activities.

Certain of our directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.

Certain of our directors and officers are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. See ITEM 6. A. DIRECTORS SENIOR MANAGEMENT AND EMPLOYEES - Directors and Senior Management.

Our business involves risks for which we may not be adequately insured, if we are insured at all.
In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. We do not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

Our activities are potentially subject to environmental liabilities, which would have an adverse effect on our financial condition and operations.

We are not aware of any claims for damages related to any impact that our operations have had on the environment but we may become subject to such claims in the future. An environmental claim could adversely affect our business due to the high costs of defending against such claims and its impact on senior management's time.

A shortage of supplies and equipment could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore have a material adverse effect on the cost of doing business.

Risks Related to Our Common Shares

We will need to raise additional capital through the sale of our securities, resulting in dilution to the existing shareholders, and if such funding is not available, our operations would be adversely effected.

We do not generate any revenues from production and do not have sufficient financial resources to undertake by ourselves all of our planned exploration programs. We have limited financial resources and have financed our operations primarily through the sale of our securities such as common shares. We will need to continue our reliance on the sale of our securities for future financing, resulting in potential dilution to existing shareholders.

Further exploration programs will depend on our ability to obtain additional financing which may not be available under favourable terms, if at all. If adequate financing is not available, we may not be able to commence or continue with our exploration programs.

Future sales of our Common Shares into the public market by holders of our options and warrants may lower the market price, which may result in losses to our shareholders.

As of June 30, 2011, we had 77,185,086 Common Shares issued and outstanding. In addition, as of June 30, 2011, 5,466,325 Common Shares were issuable upon exercise of outstanding stock options, all of which may be exercised in the future resulting in dilution to our shareholders. Of these amounts, our senior officers and directors own, as a group, 6,170,131 Common Shares (8.0%), and stock options to acquire an additional 4,091,325 Common Shares. As of June 30, 2011 we may issue stock options to purchase an additional 2,221,483 Common Shares, (2.90%) under our existing stock option plan. Most of these Common Shares, including the Common Shares to be issued upon exercise of the outstanding options, are freely tradable.

Our 2007 stock option plan (the “2007 Plan”) provides for the reservation of a rolling 10% of the issued and outstanding Common Shares from time to time for the issuance of stock options, provided that the number reserved for issue is reduced by the number of options outstanding pursuant to the 2002 Plan. As of June 30, 2011, an additional 3,700 Common Shares (0.005% of the issued and outstanding Common Shares) can be reserved for issue under our 2007 Plan upon an additional listing application being made to and approved by the TSX and NYSE Amex.

In addition, as of June 30, 2011 there were 7,074,009 outstanding Warrants to purchase our Common Shares at an exercise price of $1.40 to $1.80 per share.

Sales of substantial amounts of our Common Shares into the public market, by our officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of our Common Shares.

We have no history of paying dividends, do not expect to pay dividends in the immediate future and may never pay dividends.

Since incorporation, we have not paid any cash or other dividends on our Common Shares and do not expect to pay such dividends in the foreseeable future. Our intention is that all available funds will be invested primarily to finance our mineral exploration programs.

Risks for U.S. Holders

U.S. investors may not be able to enforce their civil liabilities against us or our directors and officers.

It may be difficult to bring and enforce suits against us, because we are incorporated and situated in the Province of British Columbia, Canada and do not have assets located in the United States. With the

exception of four (4) directors who are residents of the United States, our officers and directors are residents of the Canadian provinces British Columbia and Ontario, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for our U.S. shareholders to effect service of process on us or these persons within the United States or to enforce judgements obtained in the United States based on the civil liability provisions of the U.S. federal securities laws against us or our officers and most of our directors. In addition, our U.S. shareholders should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us, our officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us, our officers or directors predicated upon the U.S. federal securities laws or other laws of the United States.

As a foreign private issuer, our shareholders may have less complete and timely data.

We are a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our equity securities are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 of the Exchange Act.

Therefore, we are not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of Common Shares by insiders and restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities.

We believe we were a Passive Foreign Investment Company during the fiscal year ended June 30, 2011 and may qualify as a Passive Foreign Investment Company in subsequent years, which could have negative consequences for U.S. investors.

Potential investors who are U.S. taxpayers should be aware that we believe that we were a Passive Foreign Investment Company (a “PFIC”) for our most recent taxable year and based on current business plans and financial projections, may qualify as a PFIC in subsequent years. See ITEM 10. E. ADDITIONAL INFORMATION - Taxation - Certain United States Federal Income Tax Considerations. If we are a PFIC for any year during a U.S. taxpayer’s holding period, then such U.S. taxpayer generally will be required to treat any so-called “excess distribution” received on our Common Shares, or any gain realized upon a disposition of Common Shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a valid qualified electing fund (a “QEF”) election or a mark-to-market election with respect to our Common Shares. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders. A QEF election will only be effective if we provide certain information to the U.S. holders. There can be no assurances we can, or will comply with these requirements. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s tax basis therein.

If we are (or have been) a PFIC and at any time we have a non-U.S. corporate subsidiary that is a PFIC, U.S. Holders generally would be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interests in any such lower-tier PFIC. A mark-to-market election under the PFIC rules with respect to Kimber would not apply to a lower-tier PFIC, and a U.S. Holder would not be able to make such an election with respect to our indirect ownership interest in any lower-tier PFIC.

Differences in U.S. and Canadian reporting of Mineral Reserves and Mineral Resources

Our Mineral Reserve and Mineral Resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we report Mineral Reserves and Mineral

Resources in accordance with the Canadian requirements set forth in NI 43-101. NI 43-101 requires us to report Mineral Reserve and Mineral Resource estimates differently from the way such estimates are reported by U.S. issuers in reports and other materials filed with the SEC. Canadian reporting issuers like the Company are required to report Measured, Indicated and Inferred Mineral Resources, as defined in NI43-101, which are not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the Mineral Reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated Mineral Resources will ever be converted into Mineral Reserves.

Further, "inferred Mineral Resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC permits issuers to report "resources" only as in-place tonnage and grade without reference to unit of metal measures.

Accordingly, information concerning descriptions of mineralization, Mineral Reserves and Mineral Resources contained in this Annual Report on Form 20-F may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

See the “Cautionary Note to U.S. Investors Regarding Mineral Reserve and Mineral Resource Estimates” above.

ITEM 4. INFORMATION ON KIMBER

A. History and Development of Kimber

Kimber Resources Inc., a Canadian junior exploration company, was incorporated on March 31, 1995 by registration of its Memorandum and Articles under the Company Act (British Columbia) (which was replaced by the BCBCA, the Company’s present governing legislation on March 29, 2004), which were amended effective on April 23, 1998, May 19, 1999, May 21, 2002, June 3, 2004 and December 21, 2007.

We became a reporting issuer under the applicable securities legislation of the provinces of British Columbia and Alberta on June 5, 2002 and our Common Shares were listed on the TSX Venture Exchange and commenced trading on July 16, 2002. We voluntarily delisted our Shares from the TSX Venture Exchange at the end of trading on June 17, 2004 and our Shares were listed and commenced trading on the TSX on June 18, 2004. We are also a reporting issuer in the Province of Ontario. On July 21, 2005 we filed an amended Form 20-F Registration Statement with the SEC and subsequently applied for and were listed on the American Stock Exchange (now the NYSE Amex). Trading of our Shares on the American Stock Exchange commenced on December 22, 2005.

Our head office and registered and records office are located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6. Telephone: (604) 669-2251. The fiscal and head office of Minera Monterde, Kimber Resources de Mexico, and Minera Pericones are located at Calle la Salle # 3230, Fracc. Lomas la Salle, Chihuahua, Chihuahua, CP 31214, Mexico Telephone: 52-614-410-8344.

Kimber Resources de Mexico and Minera Pericones, also have a corporate office at Blvd. Marina Mazatlán No. 2302, Oficina 36 Marina Mazatlán, Mazatlán, Sinaloa, México, C.P. 82103

Our principal capital expenditures since inception relate to our mineral properties in Mexico. At June 30, 2011, we had a balance of $48,839,128 in unproven mineral right interest costs relating to expenditures on the Monterde mineral property. During the fiscal year ended June 30, 2011, we incurred $6,191,767 in mineral property acquisition and exploration expenditures on the Monterde Property ($103,845 for acquisition; $6,087,922 on exploration). During the fiscal year ended June 30, 2010, we incurred expenditures on our other properties in Mexico, being the Setago Property ($6,901 for acquisition; $26,199 on exploration) and the Pericones Property ($21,256 for acquisition; $620,918 on exploration).

However, during the year ended June 30, 2010, the decision was made to discontinue near term exploration activities on the Setago and Pericones properties based on Kimber’s exploration priorities at Monterde. Capitalized expenditures in the amount of $1,245,170 at the Pericones property and $124,363 at the Setago property were written off during the year ended June 30, 2010. During the fiscal year ended June 30, 2009, we incurred $3,190,248 in mineral property acquisition and exploration expenditures on the Monterde Property,( $65,380 for acquisition; $3,124,868 on exploration), the Setago Property ($7,602 for acquisition; $nil on exploration), and the Pericones Property ($8,615 for acquisition; $401,624 on exploration).

Planned expenditure for the Monterde Property from September 1, 2011 to September 30, 2012 is expected to total approximately US$8,000,000 to US$10,000,000, subject to availability of funding. There are no significant expenditures planned for the Pericones or Setago properties, for the period September 1, 2011 to September 30, 2012.

B. Business Overview

We are a British Columbia, Canada, based junior mineral resource company engaged in the acquisition, exploration and development of mineral resource properties. Where management determines that it is in our best interest, joint venture partners may be sought to further explore and/or develop certain properties. We are in the process of exploring our Monterde Property located in Mexico and have yet to determine whether any of our other properties contain Mineral Reserves that are economically recoverable. Refer to ITEM 4. D. INFORMATION ON KIMBER - Property, Plants and Equipment for a description of each of our mineral properties.

All of the properties in which we currently hold interests are without a known body of commercial ore. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of our mineral properties. Further exploration is required before a final evaluation as to the economic and legal feasibility of any potential mining operations on our properties can be determined.

As of June 30, 2011 we had incurred $48,839,128 on the acquisition and exploration of the Monterde Property. During the last five financial years ended June 30, 2011 we carried out a program of reverse circulation drilling, diamond core drilling, trenching and sampling on the Monterde Property. In addition, as of June 30, 2010 we had incurred $124,363 on the acquisition and exploration of the Setago Property and $1,245,170 on the acquisition and exploration of the Pericones Property. These expenditures were written off during the year ended June 30, 2010.

Management

During the year ended June 30, 2011 we did not have any management changes.

Mining and Environmental Regulations in Mexico

Under the Mexican Constitution and the mining and environmental laws of Mexico, all mining projects are subject to Federal legal control; State and Municipal governments have small participation in the permitting process. This control is exercised from the exploration phase through the closure phase of a mining project. Prior to the initiation of exploration activities, concession owners are required to file a notice of commencement of exploration activities in conformity with Mexican Official Norm 120 (NOM-120); prior to initiation of construction activities (and also in some more intrusive exploration activities), mining projects are required to apply for and obtain an environmental impact authorization and a land use permit from the Mexican Federal environmental agency SEMARNAT (Secretaria de Medio Ambiente y Recursos Naturales). This requires the presentation of an environmental impact manifest and a technical study which deals with the impacts, the environmental mitigation, and habitat compensation to the satisfaction of the authorities having environmental jurisdiction.

Mineral Rights

In Mexico, companies incorporated pursuant to Mexican law and Mexican nationals may acquire mining concessions, which are valid for a renewable term of fifty years. Each mining concession must be legally surveyed and is subject to a semi-annual tax for the mining rights and as well, a certain amount of work must be done annually; proof of which must be filed each year with the proper authorities. Failure to perform the required work and file the receipts, can lead to the concession being cancelled. The amount of the tax on mining rights and work required increases with each passing year.

Prior to the expiration of the fifty year term, an application for a renewal of the mining concession title must be filed to extend the title for a renewable term of 50 years, subject to certain conditions. Again, there is a semi-annual tax for the mining rights as well as a requirement that a certain amount of assessment work be done on the concession.

In order to take advantage of the fact that in any given year, work might only be done in one area of a mining property the Mexican government allows claims or concessions to be grouped, and work done on one of the claims to be applied to the entire group. However, in the event of grouping, each claim or concession in the group is deemed to be the same age as the oldest claim or concession in the group for the purpose of determining mining rights taxes.

Surface Rights

The land area encompassing the Monterde Property is subject to Ejido-controlled surface rights. Surface rights to the land required for mine development of the Group 1, Group 2, Group 3 and Group 4 concessions belong to the Ejido Monterde.

The Ejido system is a system where rural communities collectively own the surface rights to agricultural lands, which have been acquired from the federal government for the purposes of agricultural development and/or cattle ranching. Based on the Agrarian Law of 1992, an Ejido has the right to lease the property under its control and in some cases, can sell the land.

Residents of the community may belong to the Ejido, however only one delegate per household can belong to theAsamblea de Ejidatarios,the governing body of the Ejido.

Competition

The mineral property exploration and development business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations; the proximity and capacity of natural resource markets and processing equipment; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for us to receive an adequate return on investment.

We compete with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

Seasonality

The climate in the Monterde area is marked by dry, cold winters and a distinct rainy season. The rainy season typically begins in May or June and continues until late September to October. In most years roads remain passable and exploration can be done throughout the rainy season. The amount of rainfall received and the frequency of storms are dependent on the severity of the hurricane season in the eastern Pacific

Ocean. The storms and thunderstorms that mark the rainy season are usually remnants of Pacific hurricanes that have moved inland, east into the Sierra Madre Occidental.

Seasonal changes do not have a material impact on our exploration expenditures

C. Organizational Structure

We beneficially own all of the corporate participation units in the capital stock of Minera Monterde, S. de R.L. de C.V. Currently, we hold 2,997 corporate participation units of Minera Monterde and Gordon Cummings, our President and CEO, holds three (3) corporate participation units on our behalf. The nominal value of the corporate participation units of Minera Monterde is one Mexican nuevo peso each.

Minera Monterde is a Mexican mining enterprise that was formed under the laws of Mexico on January 21, 2000 as a limited liability partnership with variable capital stock. The fiscal and head office of Minera Monterde is located at Calle la Salle # 3230, Fracc. Lomas la Salle, Chihuahua, Chihuahua State CP 31214, Mexico.

Kimber Resources de Mexico is a Mexican subsidiary that was formed under the laws of Mexico on March 16, 2005 as a limited liability mercantile corporation for the purposes of hiring employees, contractors and equipment and supplying them to Minera Monterde and Minera Pericones. Currently, we hold 49,999 shares of Kimber Resources de Mexico and Gordon Cummings holds one (1) share on our behalf. The fiscal and head office of Kimber Resources de Mexico is located at Calle la Salle # 3230, Fracc. Lomas la Salle, Chihuahua, Chihuahua State, CP 31214, Mexico. Its corporate office is located at Blvd. Marina Mazatlán No. 2302, Oficina 36 Marina Mazatlán, Mazatlán, Sinaloa, México, CP 82103.

Minera Pericones is also a Mexican subsidiary that was formed under the laws of Mexico on December 16, 2005 as a limited liability mercantile corporation for the purposes of owning the Pericones Property. Currently, we hold 49,999 shares of Minera Pericones and Gordon Cummings holds one (1) share on our behalf. The fiscal and head office of Minera Pericones is located at Calle la Salle # 3230, Fracc. Lomas la Salle, Chihuahua, Chihuahua State, CP 31214, Mexico. Its corporate office is located at Blvd. Marina Mazatlán No. 2302, Oficina 36 Marina Mazatlán, Mazatlán, Sinaloa, México, CP 82103.

D. Property, Plants and Equipment

Cautionary Note to U.S. Investors Concerning “Resources”

This section uses the terms “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize such terms. The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.

U.S. investors are cautioned not to assume that all or any part of a mineral deposits in the “Measured,” “Indicated,” and “Inferred Mineral Resource” categories will ever be converted into Mineral Reserves. SEE “CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES” ABOVE.

We are an “exploration stage company”, as our properties are currently in the exploratory stage. In order to determine if a commercially viable mineral deposit exists in any of our properties further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

The Monterde Property

The Monterde Property consists of the Monterde Concessions, the El Coronel Concessions, the Staked Concessions and the San Francisco concession, a total of 35 mineral concessions, all as described in the followingTable 1.SeeFigure 1for reference to the Monterde Property location in Mexico andFigure 2andFigure 3for the location of individual concessions.

Our primary objective is the development of the Carmen, Veta Minitas and Carotare deposits and the exploration of the rest of the Monterde Property located in the Monterde Mining District in the western part of the state of Chihuahua, Mexico. The Carmen, Veta Minitas and Carotare deposits are located in the Group 1 concession group seen below inTable 1andFigure 2.

Our principal targets on the Monterde Property are mineral deposits extractable by open-pit and underground mining methods, where gold and silver are amenable to extraction by heap leaching and/or conventional milling.

Table 1

THE MONTERDE PROPERTY


Monterde Concessions

Concession	Title	Area in	Expiry Date
Name	Number	Hectares	(mo/day/year)

*Group 1 Concessions*
Monte Verde	209794	26.0000	08/08/2049
Los Hilos	209793	6.0000	08/08/2049
El Carmen	210811	11.0000	11/29/2049
El Carmen II	209795	22.0000	08/08/2049

*Group 2 Concessions*
Anexas de Guazapares	212541	20.0000	10/30/2050
Anexas de Guazapares	212552	19.0000	10/30/2050
Anexas de Guazapares	212542	9.7535	10/30/2050

*Group 3 Concessions*
Anexas de Guazapares	236451	90.0000	07/01/2060

*Group 4 Concessions*
Ampliacion Guadalupe	226011	59.0799	11/14/2055


Concession	Title	Area in	Expiry Date
Name	Number	Hectares	(mo/day/year)

El Coronel Concessions

La Bonanza	192039	98.2751	12/18/2041
Montaña de Oro	205334	183.0045	08/07/2047
La Verde	217341	195.0000	07/01/2052
La Flor de Oro	217342	148.1485	07/01/2052
San Cristobal	217344	196.1159	07/01/2052
El Carmen¹	217345	10.8835	07/01/2052


Merlin	217346	3.9176	07/01/2052
La Morena	217348	53.5533	07/01/2052
La Malinche	217347	248.1107	07/01/2052
Bola de Oro	216991	100.6203	06/04/2052
Venadito II	217349	167.8195	07/01/2052

Staked Concessions

Stratus	219869	45.1100	04/24/2053
Dakota	219107	74.2600	02/06/2053
Rubia	223447	780.4720	01/10/2055
Rubia Fraccion 1	223448	23.4900	01/10/2055
Rubia Fraccion 2	223449	0.4950	01/10/2055
Los Abuelos Frac. Oeste	218532	0.9416	11/21/2052
Los Abuelos Frac. Este	218533	0.1974	11/21/2052
Rubia 2	226555	11,360.3100	01/26/2056
Rubia 2 Fraccion 2	226556	1.0214	01/26/2056
Rubia 3	226371	15,258.0241	01/12/2056
Rubia 4	226372	1.7752	01/12/2056
Rubia 5 Fraccion 1	226538	12.8394	01/25/2056
Rubia 5 Fraccion 2	226539	4.0546	01/25/2056
Rubia 5 Fraccion 3	226540	35.2419	01/25/2056

San Francisco Concession
San Francisco	216013	30,0000	04/01/2052

	Total Area:	29,296.4096	hectares

¹This concession is a different concession from the El Carmen concession referred to in the Group 1 Concessions.

In late 1999, we pursued the acquisition of options on the Monterde Concessions with the assistance of Thorne International Ltd. (“Thorne”), a Virginia, U.S.A. corporation, and Minera Ayutla, S.A. de C.V. (“Ayutla”), a Mexican corporation. Thorne and Ayutla have the right to acquire certain of the Monterde Concessions that we may decide to abandon in the future.

By agreement dated June 20, 2003 Minera Monterde acquired registered title to the Group 1 Concessions, subject to making semi-annual payments until August 14, 2005. We made the final payment for this group of concessions on August 14, 2005. The total amount paid for the acquisition of the Group 1 Concessions was US$721,000.

By agreement dated June 20, 2003, Minera Monterde acquired registered title to the Group 2 Concessions, subject to making semi-annual payments until August 14, 2005. We made the final payment for this group of concessions on August 14, 2005. The total amount paid for the acquisition of the Group 2 Concessions was US$190,700.

Minera Monterde acquired title to a 100% interest in the Group 3 Concessions by making the final payment for this group of concessions on June 22, 2004. The total amount paid for the acquisition of the Group 3 Concessions was US$95,400.

By agreement dated June 20, 2003, entered into between Francisca Giron Duarte, the widow and beneficiary of the Estate of Ismael Quezada Campos, the recorded owner of the Group 4 Concessions, and Minera Monterde, Minera Monterde acquired a 100% interest in the Group 4 Concessions by completing the payments on the concessions.

By agreement dated September 8, 2003 Minera Monterde acquired title to the El Coronel Concessions, subject to making semi-annual payments until August 14, 2006. Kimber made the final payment on July 31, 2006. The total amount paid for the acquisition of the El Coronel Concessions was US$1,000,000.

On November 17, 2009 Minera Monterde entered into an agreement with Javier Orpinel Guerra to acquire the San Francisco mining concession for a total acquisition price of US$75,000. US$15,000 was paid upon execution of the agreement and the balance of US$60,000 to complete the acquisition was paid on January 15, 2010.

Monterde Property Payments

All taxes on the concessions making up the Monterde Property have been paid and are current. All of the payments due in respect of the purchase of the Monterde Property had been paid and no future purchase payments are payable.

Monterde Property Description and Location

The Monterde Property is located in the Sierra Madre mountains of southwestern Chihuahua State. It is located at approximate geographic coordinate’s 27°35.5' North latitude, 108° 05' West longitude, in Guazapares Municipality, approximately 260 road kilometres southwest of Chihuahua, Mexico.

Refer toFigure 1andFigure 4for the location and directions to the Monterde Property in Mexico andFigure 2andFigure 3for the location of individual concessions.

Figure 1

MONTERDE PROJECT LOCATION MAP
September 2011

Figure 2

LAND STATUS –CONCESSIONS
September 2011

Figure 3

MONTERDE PROJECT CLAIM HOLDINGS
September 2011

Figure 4

ACCESS TO THE MONTERDE PROPERTY
September 2011

Monterde Surface Rights Agreements

By an Ocupación Temporal dated July 13, 2003, as amended from time to time, between Minera Monterde and the Ejido Monterde, the right to use and occupy land under the control of the Ejido Monterde for exploration and mining purposes was granted to Minera Monterde for a term of 30 years, subject to the payment of annual rent commencing 30 days following the commencement of commercial production. The rent is to be determined by the Commission for the Appraisal of National Property under the National Property Act of Mexico (“INDAABIN”). The areas to be used for exploration and mining presently cover a total of 11,007 hectares of land.

By an Ocupación Temporal dated May 7, 2006 between Minera Monterde and the Ejido Ocobiachi the right to use and occupy land under the control of the Ejido Ocobiachi for exploration and mining purposes was granted to Minera Monterde for a term of 30 years, subject to the payment of annual rent commencing 30 days following the commencement of commercial production. The rent is to be determined by INDAABIN. Prior to that Minera Monterde has the obligation to provide community services to the Ejido for the improvement of the community infrastructure and the betterment of the community as a whole in an amount of not less than US$40,000 per year. The areas to be used for exploration and mining presently cover a total of 2,184 hectares of land.

The foregoing Ocupaciones Temporales have been accepted and registered in theRegistro Agrario Nacional,the government land registry.

Permits

The department responsible for environmental protection in Mexico is SEMARNAT which has broad authority to shut down and/or levy fines against facilities that do not comply with environmental regulations or standards.

Regulations require that an environmental impact statement, known in Mexico as aManifiesto de Impacto Ambiental(“MIA”), be prepared by a third-party contractor for submittal to SEMARNAT. Studies required to support the MIA include environmental, socio-economic and archaeological baseline studies, impact assessments and risk assessment. The baseline studies have been completed on the Carmen, Las Minitas and the Carotare deposits. Impact assessments and risk assessment have not yet been carried out. Although the regulatory process in Mexico does not have a public review component, proof of local community support for a project is required to gain final MIA approval.

We are currently operating with Cambio de Uso (change in use of land) permits, granted by SEMARNAT which allow us to undertake exploration activities in specified locations. Cambio de Uso permits are valid for three years and are renewable.

A number of other approvals, licenses and permits are required for various aspects of a mine development. The most significant permits for the development of the Monterde Property, other than MIA approval, are water rights concessions, or permits to extract water, issued by the National Water Commission, and a permit for consumption, use and storage of explosives, or blasting permit, issued by the Mexican National Defence Secretariat.

As of the date of this Annual Report, we have not applied for an explosives permit required for full-scale blasting operations from the Mexican National Defence Secretariat. Once our operations require the permit, we will construct a powder magazine based on projected need or usage and we will apply for the permit.

As of the date of this Annual Report, we have not obtained a water rights concession from the National Water Commission, the regulatory body of the Government of Mexico that issues permits for water extraction.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Monterde Property is by approximately 230 km of paved highway via state Route 16 from the city of Chihuahua, the regional centre and nearest airport, to La Junta, south from La Junta to San Pedro, then from San Pedro to Creel. The paved Divisadero Highway connects Creel to San Rafael. A recently paved road leads to the Temoris Junction, a distance of 11 kilometres. Straight through the junction, a further 20 kilometres of logging road leads to a sign to make a left turn and a further 6 kilometres along this road leads to the site. Refer toFigure 4for road access directions to the Monterde Property from San Rafael.

A modern, standard gauge rail line called the Chihuahua el Pacifico Railway passes through San Rafael from Chihuahua to the Pacific Ocean port of Los Mochis to the west and the national network to the east.

Creel, with a population of approximately 3,200, is the closest town having a full service infrastructure base. Creel is approximately a two and one half-hour drive east-northeast from the Monterde Property via San Rafael.

The region is one of deeply incised plateaus with elevations ranging from 2,000 metres to over 2,400 metres. Topography is locally steep, with a relatively high density of canyons and watercourses. Numerous annual streams traverse the area.

The climate is marked by dry, cold winters and a distinct rainy season. During the winter, the Monterde Property receives snow to depths of one metre on occasion. Most of the snow falls from December to mid-February. Temperature during the winter is variable, daytime highs range from 0 to 20 degrees Celsius, morning lows from -20 degrees to 5 degrees Celsius. Temperatures during the summer, or rainy season, are moderate and range from 10 to 20 degrees Celsius.

The rainy season typically begins in May or June and continues until late September to October. In most years roads remain passable and exploration can be done throughout the rainy season. The amount of rainfall received and the frequency of storms are dependent on the severity of the hurricane season in the eastern Pacific Ocean. The storms and thunderstorms that mark the rainy season are usually remnants of Pacific hurricanes that have moved inland, east into the Sierra Madre Occidental. Spring and fall are generally cool and mild.

In September 2006 we engaged an earth sciences engineering firm to advise on water surface management and erosion mitigation. Measures implemented included re-sloping and decommissioning drill pads and exploration roads; installing gabion barriers, culverts, berms, cross-drains, fords, french drains, silt fences, and jute matting. Non-invasive, indigenous saplings (2,750) were planted and hay, grass seeds, and manure were spread over cleared areas. In 2009 Kimber constructed numerous gabions and erosion control structures at the suggestion of our environmental consultant in accordance with SEMARNAT regulations.

Numerous streams are present and water supply is not expected to be a problem. Provision may have to be made for some water storage. There is good local infrastructure centred in Creel, the local centre for supply. Abundant labour is available locally from Creel and the surrounding small towns and villages. The region has a history of mining and the people are familiar with it. A high tension power line has been extended to the Temoris junction and onward to the Palmarejo mine. A low tension power line has recently been extended to the village of Monterde passing within 50 meters of the Monterde Camp.

History and Previous Work

Historic reports, copies of which have been obtained by us, indicate production of gold and silver ores from the Monterde Property was underway during the period 1937 to 1944. The reports indicate that the production was from two underground mines located on adjacent shears and total ore production was 68,000 tonnes grading 19.29 g/t gold and 311.5 g/t silver at a cut-off grade of 15.0 g/t gold. The historic records indicate all of the ore produced was oxide and mining depths were greater than 250 metres vertical.

The early reports state that the ore was processed in a 25 ton per day mill and gold and silver were extracted through cyanidation. Based on the production records of tonnes mined and ounces of gold and silver sold, the gold recovery is estimated at 85% to 90% and silver recovery at 65% to 70%.

The records indicate that the mine shut down in June 1944. Minor production of 1,810 tons was credited from July 1944 to October 16, 1944. Historic data states that the mine shut down due to a variety of factors including the unavailability of equipment and supplies, but not because of a lack of ore.

Modern exploration on any part of the Monterde Property began in 1994 when it was optioned by Pandora Industries Inc. (“Pandora”) of Vancouver, British Columbia. Pandora then formed a joint venture with Mill City Gold Mining Corp. of Vancouver, British Columbia and commenced surface exploration. The program results were encouraging and prompted the project geologist, Harold Jones, P.Eng. to recommend a drill program targeted at the historic underground mine. However, the joint venture was dissolved prior to drilling.

Golden Treasure Explorations Inc. optioned the Monterde Concessions in June 1998, and initiated an exploration program consisting of mapping and rock chip sampling. The results were positive and drilling

was recommended. The first ever drilling of the Monterde Concessions commenced in early December 1998. Approximately 760 metres in eight drill holes (MTR-01 through MTR-08) were completed shortly after. Assay results were favourable, but in late summer 1999, Golden Treasure failed to make the required option payments under the option agreements with the vendors and relinquished control of the Monterde Concessions.

In the fall of 1999 we began negotiations with the owners of the Monterde Concessions. Option agreements between Minera Monterde and the owners were signed in February 2000, each of which options has been fully exercised by Kimber as described above.

Regional Geology

The Sierra Madre Occidental mountain range is a region of northwest trending volcanic-intrusive centres and scattered calderas approximately 1,250 kilometres long and 250 kilometres wide, Tertiary to Late Cretaceous in age. The geology is notable for the great thickness of pyroclastics ranging in size from dust to boulder tuffs on an andesite basal unit, all on a basement of Jurassic marine sediments. The Sierra Madre Occidental mountain range is recognized as having a high density of precious and base metal deposits genetically and spatially related to the volcanic-intrusive centres and associated faults. On the west the Sierra Madre is bounded by the Sonora Basin and Range Province and on the east by the central Mexican carbonate platform.

Property Geology

The Monterde Mining District, emplaced in a volcanic complex, is classified as a low sulphidation, epithermal gold-silver deposit based on the mapped alteration assemblages.

The mineralization is hosted by Neogene volcanic sequences belonging to the Upper Volcanic Supergroup of the large Sierra Madre Occidental volcanic province, considered one of the largest silicic provinces on earth. The host lithologies range from slightly welded intermediate tuffaceous rocks to welded intermediate tuffaceous rocks. Comagmatic intrusive rocks are present and are variably altered.

The volcanic complex is localized at the intersection of two regional scale structural trends, one striking northwest with a right lateral sense of movement, and the other striking northeast with a left lateral sense of movement. At the deposit scale, the controls on gold-silver mineralization reflect the regional right lateral strike slip shear system and the associated antithetic shears, synthetic shears and normal faults.

Alteration styles mapped include early stage propylitic, silicic, phyllic, argillic, quartz vein stock work, and iron oxides. Gold and silver mineralization is hosted in all of the stated alteration styles, the exception being, no gold-silver mineralization has been encountered in the propylitic alteration style. The mapped alteration assemblages and quartz vein morphology suggests that the Carmen deposit is located in the upper levels of the hydrothermal system.

Data collected to date demonstrates low values for arsenic and antimony.

The Carmen deposit is oxidized to at least three hundred metres vertical depth.Figure 5presents the generalized geologic map of the Monterde District.Figure 6is a geological cross section through the Carmen deposit and adjacent area andFigure 7shows the stratigraphic column.

Figure 5

GENERALIZED GEOLOGIC MAP OF THE DISTRICT OF MONTERDE
September 2011

Structure

The controls on mineralization of the Carmen Deposit reflect the regional structural setting of the Sierra Madre Occidental mountain range. The Sierra Madre Occidental is comprised of numerous caldera complexes, composite volcanic centres and vast ignimbrite fields. The eruptive centres of these volcanic and intrusive features were generally emplaced at areas of dilation on regional northwest trending structural zones, or at intersections of the northwest features and associated northeast trending structural zones.

The Monterde District is located at a structural intersection. Examination of the Landsat imagery on Monterde shows two distinct lineament trends, northwest and northeast. These features have been mapped at 1:5000 scale. At this scale the two structural trends are well marked by outcrop mapping, prospect pits and underground workings. The Landsat image is too large to be included in this report. It is retained in the Kimber Vancouver office.

Primary structural control of the Carmen Deposit is a northwest striking, southeast dipping shear zone with both right lateral movement and normal displacement. The setting is in a half-graben or pull-apart basin. Splays branching off the main shear are evident and are related to the extension of the half graben. The intersection of north striking normal faults with the shear features contributes to the localization of the gold-silver mineralization. Gold-silver mineralization is present on all of the noted structures. Several parallel northwest trending structures that are now included in the Carmen Deposit include, from southwest to northeast, the primary Carmen shear or structure, Los Hilos, Cob and Cocos. The Los Hilos vein system comprises a series of thin quartz veinlets oriented NW - SE and dipping near vertical. The Los Hilos vein system is less continuous than Carmen and can be traced for more than 300 metres. Los Hilos is characterized by a 2 metre wide silicified zone bordered on both sides by argillic alteration. Veinlets of sericite, clay minerals and green quartz parallel the main silicified zone and diminish away from the main zone. Further to east occurs the Cob fault which is defined by well developed fault planes associated with strong oxidation and argillization that can be traced for more than 300 metres.

As a generalization, the mineralized structures parallel to the Carmen trend approximately 290 - 295 degrees and dip steeply northerly from 69 to 85°, and the splays trend 342 to 348°, dipping steeply to the east. These shears are well documented by surface and underground mapping, and contain several parallel vein structures containing gold-silver mineralization.

The Veta Minitas deposit, located 250 metres southwest of Carmen Deposit, features structural control dominated by a northwest striking, right lateral shear zone. This northwest-striking shear is interpreted to be a parallel structure related to the major northwest structural trend. Mineralization appears to be related to northwest trending structures or faults that intersect a northeast striking shear.

The Carotare zone of mineralization, located 2 km west of Carmen Deposit, is controlled by a westerly to north-westerly trending shear zone.

Figure 6

GEOLOGIC CROSS-SECTION THROUGH THE CARMEN DEPOSIT AND ADJACENT AREA

Figure 7

CARMEN STRATIGRAPHIC COLUMN

Alteration & Mineralization

The mapped alteration styles of the Monterde area characterize it as a low sulfidation system consisting of an early lead-zinc base metal mineralizing event overprinted by a gold-silver mineralizing event. The early base metal event is marked by spatially limited occurrences of white to clear, massive ‘bull quartz’ with low gold and silver assays. The early alteration is cross cut by a spatially extensive, gold-silver bearing argillic and banded chalcedonic quartz vein stock work alteration assemblage.

The areas of alteration define zones of potential economic gold-silver mineralization including, the Carmen Deposit, the Veta Minitas deposit , and the Carotare deposit.

Gold mineralization is associated with argillic alteration in both drill holes and surface sampling, and with goethite-hematite stained siliceous breccias. The goethite and hematite amounts range from sparse to pervasive. Limonite is present in the hematite-goethite iron oxide regime, but where limonite is the most abundant iron oxide, gold and silver values are low. High grade gold and silver mineralization was intersected in 2008 and in 2011 associated with semi-massive sulphides in the deepest portions of the Carmen structure. Precious metals are associated with coarse-grained sphalerite and galena and fine-grained pyrite. Gold is not associated with massive (i.e. not brecciated) silicification.

Visible gold has been seen in drill core in 2008 and in 2011 and has been observed in polished sections in 1 to 5 micron sized particles as noted in Northcote (2002), and as electrum McLeod (2003). Silver has been seen is 30-40 micron rounded masses within the volcanic matrix, and as silver sulphosalts in micron sized inclusions in coarser sulphides, (pyrite, chalcopyrite, sphalerite). There is no known placer gold associated with the Monterde District.

Deposit Type

Based on the host lithologies and mapped alteration assemblages, the Monterde Property deposits are classified as a low sulphidation, volcanic hosted, structurally controlled epithermal gold-silver. The presence of hypogene argillic alteration and banded quartz veins with a chalcedonic, waxy lustre, underlain by phyllic alteration, suggests that the Monterde Property is high in the hydrothermal regime. Similar to other deposits hosted in the same type of geologic settings, the Carmen deposit could have greater than 500 metres of down dip extent.

Exploration and Development – Monterde Property

During the time that we have held the Monterde Property and particularly in the last eight years considerable work has been carried out on the Monterde Property and in particular on the three principal areas of the Monterde Property detailed below, being Carmen, Veta Minitas and Carotare. We have conducted, among other geologic and engineering procedures, surface sampling, mapping, and exploratory drill programs. The surface sampling and mapping show geologic formations that would indicate the presence of gold and silver mineralization. Our exploratory drilling programs have provided good results for gold and silver mineralization in potentially large areas.

Monterde Property – Budgeted Exploration and Development Costs

Costs proposed to be spent on the Monterde Property between September 1, 2011 and September 30, 2012 are estimated to be approximately US$8,000,000 to $10,000,000 subject to the availability of funding. These costs would include salaries and benefits for geologists, engineers, camp workers and others, camp supplies, camp running costs, survey fees, consulting fees, laboratory tests and other exploration and development related costs including drilling initiated in January 2011. In addition, over the next six months Kimber will also be evaluating the potential for underground development work and underground drilling. In the event that the Company decides to undertake such underground activities budgeted expenses may be expanded by a significant amount. However any such underground related work will be dependent on the availability of funding.

Trenching

Approximately 465 metres of trench were cut in six trenches of the exploration targets, Las Minitas and El Orito areas of the concessions in 2002. In 2003, a further 1,545 metres in 17 trenches were cut in the Las Minitas area and two new alteration zones, the Veta Minitas and De Nada zones, which were located in 2003 (See Figure 5). The trenches were mapped and sampled by our crews. Sampling was done by continuous chip sampling on lines marked on outcrop face with samples 1 to 3 metres long. Approximately 7 kg of chips were taken over each sample interval. Assaying of the chip samples was dealt with under the same assay protocol as the RC chips, except that no sample duplicates or standards were included.

A program of surface sampling with the aid of a backhoe was initiated in July, 2010 with the aim of adding indicated, near surface resources to the updated resource calculation completed in July, 2011. The trenching was completed using a rock saw with the same QA/QC procedures used during drilling including standards, blanks and duplicates.

Drilling

A total of 143,674 metres of reverse circulation drilling in 706 drill holes and 56,963 metres of core drilling in 215 drill holes has been completed from 1998 through to August 31, 2011 on the Monterde Property. SeeTable 2below andFigures 8 and 9, drill plans for the significant mineral zones.

Table 2

Summary of Drilling on the Monterde Property
(To August 31, 2011)


	RC Drilling		Core Drilling
		Number		Number
Location	Metres	of Holes	Metres	of Holes
Carmen	111,308	532	45,816	162
Carmen geotechnical			1,818	15
Carotare	14,441	68	3,768	17
Veta Minitas	12,516	66	2,687	8

Arimo			1,615	9
Cerro la Mina			1,006	3
El Orito	2,533	16	253	1
Piezometer wells	1,206	14
La Verde	984	6
Veta Norte	398	2
Structure 04/09	288	2
Total	143,674	706	56,963	215


^¹	Drilling formerly described at De Nada is now included in the Carmen.
^²	A total of 14 piezometer wells were drilled, however 2 piezometer wells were assayed and their total depth and count are included in the Carmen RC Drilling totals.


³	A total of 32 holes were drilled using a combination of Core and RC drilling during 2011.The numbers of holes is included in the Core column in the above table, and the number of metres is included in the respective Core and RC column.

The location of the drill holes on the Carmen Deposit is illustrated onFigure 8and the location of the drill holes on the Carotare deposit is illustrated onFigure 9.

Drill collars were surveyed with differential Global Positioning System (DGPS). Up to 2003, down-hole deviation surveys were completed by a contractor or Company personnel on all holes deeper than 66m, which remained open after the drill pipe had been removed utilizing a magnetic survey tool. In some cases, holes collapsed before the deviation survey could be done. In 2004, a gyroscopic survey tool was acquired and holes were surveyed through the drill pipe. In the 2008 drilling program, the drill contractor used a REFLEX instrument to survey the holes. During the 2011 drilling program, reverse circulation holes were survey with a gyroscopic survey tool and the diamond drill holes were surveyed with a REFLEX instrument.

Prior to 2008 the drill samples were collected on 2 metre intervals and assayed by ALS in North Vancouver, British Columbia following sample preparation at their laboratory in Hermosillo, Mexico. During the 2008 drill program the core was sampled according to geology, mineralization and alteration in widths of anywhere between 35 cm and 1.5 m. The samples were assayed by ALS in their North Vancouver Laboratory following sample preparation in the Zacatecas or Chihuahua preparation laboratories.

A series of duplicates, blanks and reference samples served for quality control up to 2008. The collection of sample duplicates for core samples was suspended for the 2008 and 2011 core drilling programs. Duplicate samples were collected during the trenching program in 2010 and the RC drilling program in 2011.

All field operations were under the direction of A.D. Hitchborn, B.Sc., our Vice-President, Development until June 18, 2006. From June 18, 2006 to October 30, 2007 field operations were under the direction of Robert V. Longe, B.A., M.Sc., P.Eng., the Company’s then President and CEO. Since November 25, 2007 field operations have been under the direction of P. H. (Marius) Maré, M.Sc., P.Geo., Vice President, Exploration.

P. H. (Marius) Maré, M.Sc., P.Geo., Vice President of Exploration is responsible for Quality Control and has been the designated Qualified Person for the Monterde project since November 25, 2007.

Figure 8

LOCATION OF DRILL HOLES ON THE CARMEN DEPOSIT

Figure 9

DRILL HOLE ON CROSS-SECTION MAP, CAROTANE DEPOSIT

E. Mineral Resource Estimates

Non-Reserves

This section refers to Mineral Resource estimates which use the term “Inferred Mineral Resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.U.S. investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically mineable. See “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” above.

Monterde Property – Carmen

During the fiscal year ended June 30, 2011 the principal focus on the Carmen deposit has been to upgrade and expand mineral resources as well as explore for new mineralization in areas never before tested by drilling. In addition to the mineral resource upgrade and expansion program Kimber has also undertaken a number of development related activities which will assist in the future completion of more advanced engineering and environmental studies. These include a program of drilling and trench sampling undertaken to provide samples for metallurgical testing; an expanded environmental monitoring and testing program; geotechnical drilling and analysis; water related studies; processing related tests and studies; and other studies.

Tables 3A and 3Bsummarize the total mineral resources and high grade mineral resources for the Carmen deposit from the NI 43-101 Technical Report entitled “Updated Preliminary Assessment of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011. In addition from the July 2011 technical reportTable 4Adetails the high grade mineral resources outside a possible open pit andTable 4Bshows the mineral resources within the open pit.

Table 3A

Base case Total Mineral Resource Estimate (Inclusive of High Grade) for the Carmen deposit
(At a 0.3 g/t Recoverable Gold Equivalent Cut-off Grade)


		In Situ Gold	In Situ Silver	Contained In	Contained In
Classification	Tonnes	Grade	Grade	Situ Gold	Situ Silver
	(000s)
		(g/t)	(g/t)	(oz)	(oz)
Indicated Resource	20,290	1.06	58.7	692,800	38,821,100
Inferred Resource	11,260	1.03	31.2	371,800	11,277,400

Note 1: Gold Equivalent or “AuEq” g/t is based on assumed metal prices of US$1050/oz gold and US$18/oz silver and estimated gold and silver recoveries for each block, using the following formula: AuEq g/t = (Gold Grade * Gold Recovery %) + ((Silver Grade * Silver Recovery %) * 18/1050)

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Table 3B

Base Case High Grade Mineral Resource Estimate for the Carmen deposit
(At a 2 g/t Recoverable Gold Equivalent Cut-off Grade)


		In Situ Gold	In Situ Silver	Contained In	Contained In
Classification	Tonnes	Grade	Grade	Situ Gold	Situ Silver
	(000s)
		(g/t)	(g/t)	(oz)	(oz)
Indicated Resource	4,550	3.65	151.6	534,200	22,178,600
Inferred Resource	2,410	3.80	85.0	294,300	6,585,600

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Table 4A

High Grade Mineral Resource Estimate for Carmen Deposit
(Outside the April, 2011 Proposed Open Pit)
(At a 2 g/t Recoverable Gold Equivalent Cut-off Grade)


			Grade		Contained Metal
Classification	Tonnes	Gold	Silver	Recoverable	Gold	Silver
	(000s)	(g/t)	(g/t)	AuEq	(oz)	(oz)
				(g/t)
Indicated	2,800	4.16	113.4	5.27	374,900	10,204,900
Inferred	2,070	3.93	73.6	4.68	261,800	4,897,600

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Table 4B

Mineral Resource Estimate for Carmen Deposit
(Within the April, 2011 Proposed Open Pit)
(At a 0.3 g/t Recoverable Gold Equivalent Cut-off Grade)


			Grade		Contained Metal
Classification	Tonnes	Gold	Silver	Recoverable	Gold	Silver
	(000s)	(g/t)	(g/t)	AuEq	(oz)	(oz)
				(g/t)
Measured	2,540	0.88	102.4	1.84	71,700	8,365,400
Indicated	4,000	0.91	77.8	1.68	116,600	9,999,700
Measured and Indicated	6,540	0.90	87.3	1.74	188,300	18,395,100
Inferred	1,680	0.72	55.6	1.24	38,900	3,002,600

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Monterde Property - Veta Minitas

Veta Minitas is located approximately 250 metres south-west of the Carmen gold-silver deposit. A revised model of the geology and mineralization at Veta Minitas has been completed and a revised Mineral Resource estimate has been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. As with the Carmen deposit, potentially higher grade resources amenable to underground mining were identified. The followingTables 5 & 6summarize the results of the resource report.

Table 5

Base case Total Mineral Resource Estimate (Inclusive of High Grade) for the Veta Minitas Deposit
(At a 0.3 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In Situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)


Indicated Resource	510	0.68	36.0	11,100	591,000
Inferred Resource	2,700	1.37	70.9	119,200	6,153,000

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Table 6

Base Case Total Mineral Resource Estimate (Inclusive of High Grade) for the Veta Minitas Deposit
(At a 2 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In Situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)


Indicated Resource	42	4.08	294.1	5,500	397,200
Inferred Resource	761	4.39	186.4	107,400	4,560,000

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

A NI 43-101 Technical Report entitled “Updated Preliminary Assessement of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” was filed on SEDAR at www.sedar.com on July 25, 2011 and on EDGAR at www.sec.gov/edgar.shtml on July 28, 2011. The following Qualified Persons were responsible for the preparation of this report:

Mr. Richard Gowans, P.Eng., President and Metallurgical Engineer of Micon International, Ontario, Canada
Mr. James Leader, P.Eng., Senior Mining Engineer of Micon International, British Columbia, Canada
Mr. Christopher Jacobs, CEng, MIMMM of Micon International, Ontario, Canada
Mr. Michael Godard, P.Eng., Senior Metallurgist for Micon International, British Columbia, Canada
Mr. Garth Kirkham, P.Geo., Principal Consultant of Kirkham Geosystems Ltd., British Columbia, Canada
Mr. Jeremy Haile, P.Eng., President and Civil Engineer of Knight Piésold Ltd., British Columbia, Canada
Mr. Gary Giroux P.Eng., Senior Consultant of Giroux Consultants, British Columbia, Canada

Monterde Property – Carotare

The Carotare zone of mineralization is located 2 km west of the Carmen Deposit. In November 2005 we delivered a Mineral Resource estimate on the Carotare deposit based on the 28 reverse circulation holes drilled. The Carotare resource database has since been expanded by the addition of 17 core drill holes and 40 reverse circulation holes. A review of the model of the geology and mineralization at Carotare has been completed and was used, along with all drill data, in the preparation of a revised Mineral Resource estimate. The NI 43-101 Technical Report entitled “Preliminary Assessment of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” was filed on SEDAR at www.sedar.com on July 16, 2010 and on EDGAR at www.sec.gov/edgar.shtml on September 10, 2010). See ITEM 4. D. Property, Plants and Equipment – The Monterde Property – Preliminary Assessment. Subsequently an updated technical; report entitled “Updated Preliminary Assessment of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” was filed on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011. Again, as with the Carmen and the Veta Minitas deposits, resources amenable to underground mining were identified within the total resource. The followingTables 7A & 7Bsummarize the highlights of the report.

Table 7A

Base case Total Mineral Resource Estimate (Inclusive of High Grade) for the Carotare Deposit
(At a 0.3 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In Situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)


Indicated Resource	2,520	0.75	16.2	60,500	1,310,100
Inferred Resource	2,620	0.63	17.1	45,400	1,234,000

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

Table 7B

Base Case Total Mineral Resource Estimate (Inclusive of High Grade) for the Carotare Deposit
(At a 2 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In Situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)
Indicated Resource	220	3.07	58.6	21,700	414,700
Inferred Resource	210	2.91	45.7	19,600	308,300

Note 2: Columns with headings “Gold (g/t)”, “Silver (g/t)”, “Gold (oz)” and “Silver (oz)” all relate to contained metal and are before metallurgical recoveries are applied.

The high grade mineral resource estimates for all three of the deposits are summarized inTable 8A.

Table 8A

Base Case High Grade Mineral Resource Estimate for the Carmen, Veta Minitas and Carotare Deposits
(At a 2 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)
Indicated Carmen	4,550	3.65	151.6	534,200	22,178,600
Indicated Veta Minitas	42	4.08	294.1	5,500	397,200
Indicated Carótare	220	3.07	58.6	21,700	414,700
Total Indicated	4,812	3.63	148.6	561,400	22,990,500
Inferred Carmen	2,410	3.80	85.0	294,300	6,585,600
Inferred Veta Minitas	761	4.39	186.4	107,400	4,560,600
Inferred Carótare	210	2.91	45.7	19,600	308,300
Total Inferred	3,381	3.88	105.4	421,300	11,454,500

1)	Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
2)	The quantity and grade of reported inferred resources in this estimation are conceptual in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
3)	While all resources are presented at a 2 g/t AuEq cut-off grade, the Carmen AuEq equation uses different metal prices than for Veta Minitas and Carótare.

The mineral resource estimates include a high grade mineral resource considered to be potentially amenable to underground mining, and which is surrounded by a lower grade mineral resource halo, some of which may be amenable to open pit mining.

The base case total resource estimate, inclusive of the high grade estimate set out inTable 8Aabove, is shown inTable 8B.

Table 8B

Base Case Total Mineral Resource Estimate (Inclusive of High Grade) for the Carmen, Veta Minitas and Carotare Deposits
(At a 0.3 g/t Recoverable Gold Equivalent Cut-off Grade)


Classification	Tonnes (000s)	In Situ Gold Grade (g/t)	In Situ Silver Grade (g/t)	Contained In Situ Gold (oz)	Contained In Situ Silver (oz)
M+I Carmen	20,290	1.06	58.7	692,800	38,281,100
Indicated Veta Minitas	510	0.68	36.0	11,100	591,000
Indicated Carótare	2,520	0.75	16.2	60,500	1,310,100
Total Indicated	23,320	1.02	53.6	764,400	40,182,200
Inferred Carmen	11,260	1.03	31.2	371,800	11,277,400
Inferred Veta Minitas	2,700	1.37	70.9	119,200	6,153,000
Inferred Carótare	2,620	0.63	17.1	45,400	1,234,000
Total Inferred	16,580	1.02	35.4	536,400	18,664,400

1)	Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
2)	The quantity and grade of reported inferred resources in this estimation are conceptual in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
3)	While all resources are presented at a 0.3 g/t AuEq cut-off grade, the Carmen AuEq equation uses different metal prices than for Veta Minitas and Carótare.

The mineral resource estimate presented in the preceding tables was prepared by Gary Giroux, P.Eng., MASc. Mr. Giroux is independent of Kimber as defined by Section 1.5 of NI 43-101.

F. Metallurgy

Monterde Property - Carmen

Historic

Back calculated from historic records the Carmen, Monterde mine recovery, from cyanide vat leaching, is estimated to have ranged from 85 to 90% gold and 65 to 70% silver.

We commenced significant recovery testing in 2002 with cyanide “assays” on retained RC pulps. A program of gravity, flotation and cyanide leach tests done in 2003 on RC rejects indicated that the metallurgy would not be a significant issue. Subsequent column tests done on trench and core samples in 2004 gave significantly different results as described below especially for silver.

Column Tests

In 2004, column tests on 3/8 and 3/4 inch material were done on samples from two trenches and four large diameter core holes. The gold recoveries were excellent but the silver recoveries were poor (averaging 12%). In 2005 a series of bulk samples were used for a further series of column tests. Preliminary roll bottle tests on the material indicated that cyanidation of coarse material (3/8 and 3/4 inch crush) would not provide economically acceptable silver recovery, so the column test work was cancelled.

Characterization Tests

The characterization tests are 72 hour roll bottle cyanide leach tests with a 5g/l cyanide strength done under standard conditions. These types of tests are designed to be a mapping tool to delineate zones of equal amenability to cyanidation. In addition to the cyanide leach data, these samples have detailed whole rock and ICP analysis as well as the original gold and silver assays. There were 257 characterization tests on drill core completed to January of 2007.

Gold and silver recovery models

We have now prepared numerical models of the gold and silver recoveries using the improved geological understanding of the deposit derived from the review and reinterpretation of all available geological and drill data.

Gold recovery in the Carmen deposit is good, based on recovery results from the characterization tests. There appears to be no major influence based on depth, structure or location along strike. The only visible factor influencing recovery appears to be gold grade as recovery increases with grade. 72 of the original 257 characterization tests had gold grade which exceeded 1 g/t. The average gold recovery for these 72 samples was 96.1%.

Silver recoveries of the 257 characterization tests were much more variable with recoveries ranging from approximately 10% to 90%.

A silver recovery model has been created with reference to:

the grade of gold and silver in each sample;
the physical location of the sample (depth below surface and location along strike); and
the mineralized structure where the sample was located.

Sample results were sorted into 33 clusters based on these factors. Analysis of the silver recovery models for each cluster led to the identification of 10 clusters identified as key based on the estimated number of recoverable ounces affected by a cluster.

The gold and silver recovery models have been applied to the block model Mineral Resource estimate created in respect of the Carmen, Veta Minitas and Carotare deposits.

The geologic basis for the clusters of poor silver recovery relates to silica encapsulation of fine grain silver minerals. In the majority of the deposit, where silver is not refractory, silver recovery levels tend to be higher where strong gold mineralization is present and where silver grade is higher.

During the summer of 2009, in order to validate the gold and silver recovery models, and to facilitate refinements, a further 72 samples were selected and tested, in the same manner as the previous 257 samples. These samples were selected mainly from the 10 key clusters with varying depth, grade, location along strike and structural characteristics. Approximately 50% of the samples contained high grade gold-silver material with gold grade of greater than 1 g/t and gold equivalent grade of greater than 2.8 g/t. The recovery model appears to have projected results in line with these most recent laboratory results supporting the validity of the model.

As a result of this extensive test work, at a cut-off grade of 3 g/t recoverable gold equivalent, average modelled gold recoveries were 96% for Indicated Mineral Resources and Inferred Mineral Resources while the average modelled silver recovery was 72% for Indicated Mineral Resources and 75% for Inferred Mineral Resources.

The average modelled gold recovery for total Indicated and Inferred Mineral Resources was 94% at a 0.3 g/t recoverable gold equivalent cut-off grade. Modelled silver recovery averaged 55% for total Indicated Mineral Resources and 61% for total Inferred Mineral Resources at a 0.3 g/t recoverable gold equivalent cut-off grade.

The final gold silver recovery model developed from the results of these studies for Carmen has been reviewed and approved by Richard Gowans P.Eng, President of Micon.

Monterde Property – Veta Minitas and Carotare

In 2009, we selected 17 representative samples from Veta Minitas for standard leach characterization tests. At a cut off of 3 g/t recoverable gold equivalent, average modelled gold recoveries for Veta Minitas were 96% for Indicated Mineral Resources and Inferred Mineral Resources while the average modelled silver recovery was 37% for Indicated Mineral Resources and for Inferred Mineral Resources.

Modelled gold recovery for Veta Minitas total Indicated Mineral Resources was estimated to be 92% and for Inferred Mineral Resources was estimated to be 94% at a 0.3 g/t recoverable gold equivalent cut-off grade. Modelled silver recovery averaged 35% for total Indicated Mineral Resources and 37% for total Inferred Mineral Resources at a 0.3 g/t recoverable gold equivalent cut-off grade.

We selected 19 samples from Carotare for characterization studies and detailed analysis of the results is pending. Preliminary results give an average gold recovery for samples with gold grade above 0.3 g/t of 87% and for silver an average recovery of 48% with a silver grade cut-off of 0.0 g/t.

The final gold silver recovery models developed from the results of these studies for Veta Minitas and Carotare have been reviewed and approved by Richard Gowans P.Eng, President of Micon.

G. Preliminary Economic Assessment

Cautionary Note to All Investors Concerning Economic Assessments that Include Inferred Resources.
Mineral Resources that are not Mineral Reserves have no demonstrated economic viability. The Preliminary Economic Assessment on the Monterde Property is preliminary in nature and includes “Inferred Mineral Resources” that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the preliminary assessment on the Monterde Property will ever be realized. There is also no certainty that these Inferred Mineral Resources will be converted to the measured and indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied.

Non-Reserves

Cautionary Note to U.S. Investors Concerning Estimates of Inferred Mineral Resources.
This section refers to Mineral Resource estimates which use the term “Inferred Mineral Resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.U.S. investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically mineable. See “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” above.

Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Mineral Resources.This section refers to Mineral Resource estimates which use the terms “Measured” and “Indicated Mineral Resources”. We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. Disclosure of “contained ounces” in a Mineral Resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into Mineral Reserves. See “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” above.

A NI 43-101 Technical Report entitled “Preliminary Assessment of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” was filed on SEDAR at www.sedar.com on September 8, 2010 and on EDGAR at www.sec.gov/edgar.shtml on September 10, 2010) (the “PEA”). That report was a preliminary assessment of the economic viability of the Monterde Property based on the Mineral Resource estimates referred to above. See ITEM 4. D. Property, Plants and Equipment – The Monterde Property – Mineral Resource Estimates. Subsequently, an updated technical report entitled “Updated Preliminary Assessment of the Monterde Project, Guazapares Municipality, Chihuahua State, Mexico” eas filed on SEDAR at www.sedar.com on July 25, 2011 and on EDGAR at www.sec.gov/edgar.shtml on

July 28, 2011 (the “Updated PEA”). The following independent Qualified Persons were responsible for the preparation of the PEA and the Updated PEA:

Mr. Richard Gowans, P.Eng., President and Metallurgical Engineer of Micon International, Ontario, Canada
Mr. James Leader, P.Eng., Senior Mining Engineer of Micon International, British Columbia, Canada
Mr. Christopher Jacobs, CEng, MIMMM of Micon International, Ontario, Canada
Mr. Michael Godard, P.Eng., Senior Metallurgist for Micon International, British Columbia, Canada
Mr. Garth Kirkham, P.Geo., Principal Consultant of Kirkham Geosystems Ltd., British Columbia, Canada
Mr. Jeremy Haile, P.Eng., President and Civil Engineer of Knight Piésold Ltd, British Columbia, Canada
Mr. Gary Giroux P.Eng., Senior Consultant of Giroux Consultants, British Columbia, Canada

The following are highlights of the Updated PEA, a copy of which is filed under our profile on EDGAR and SEDAR:

Before tax (at prices of US$1,100 per ounce of gold and US$19 per ounce of silver):

IRR of 47.9% with undiscounted net cash flows of US$585.1 million; and
Project NPV (at an 8% discount rate) of US$295 million.

After tax (at near spot prices of US$1,100 per ounce of gold and US$19 per ounce of silver):

IRR of 40.6% with undiscounted net cash flows of US$430.2 million;
Project NPV (at an 8% discount rate) of US$211.9 million; and
Payback of pre-production capital and operating costs within 1.9 years based on undiscounted cash flow.

Pre-production capital of US$100.1 million, with total life-of-mine capital cost of US$119.3 million, including a total contingency amount of US$28.3 million.
Total mine life of 15.5 years, with combination of open pit and underground production for 9.3 years at an average mill throughput of approximately 2,800 tonnes per day, followed by underground only for 6.2 years, with average mill throughput of approximately 1,000 tonnes per day.
Average annual production of 58,400 ounces of gold and 1.9 million ounces of silver for the first 9 years of production.
Life-of-mine cash costs of US$151 per ounce of gold, with silver as a by-product credit, and total costs of production, including capital costs, of US$311 per ounce of gold, with silver as a by- product credit.
Average annual production of 90,400 gold equivalent ounces for the first 9 years of production with total production of 744,000 gold ounces and 20.2 million ounces of silver over the total mine life of 15.5 years.

Life-of-mine cash costs of US$450 per gold equivalent ounce and total costs of production for life-of-mine, including capital costs, of US$559 per gold equivalent ounce.

Gold equivalent ounces referred to in this Annual Report on Form 20-F are based on prices of US$1,100/oz gold and US$19/oz silver for recovered ounces, giving a ratio of 57.9 to convert recoverable silver ounces to gold equivalent ounces. After refining charges, net revenue per payable ounce has a ratio of 58.7 to 1.

Compliance with National Instrument 43-101

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss and dilution. The economic assessment in the PEA is preliminary in nature and includes Inferred Mineral Resources. See “Cautionary Note to All Investors Concerning Economic Assessments that Include Inferred Resources” above.

Gold Equivalence of Silver

The gold equivalence of silver is useful for comparing assay intercepts on a particular property. It is calculated by taking into account the projected gold and silver prices as well as other factors. In a full analysis it would include all costs related to the production of each metal, including refining charges, freight and security etc. At the present time we are of the opinion that an average estimate of 58.7:1 (silver: gold) is appropriate until further analysis is completed.

H. Other Properties

Pericones Property

Kimber does not consider the Pericones Property to be a material property at this time.

Pericones is located approximately 160 kilometres southwest of Mexico City in a belt that is well known for silver veins, some of which have been mined. Our initial sampling returned significant silver grades which were confirmed greater detail in 2008. The 100% owned Pericones Property covers 11,890 hectares.

There are four principal areas identified as exploration targets so far, Plaza de Gallos, Aguacate, Tejamanil and El Cirian. These four areas of alteration and old workings exhibit mineralization associated with veins and shears containing mostly silver with some gold.

The Pericones Property consists of the following concessions:


Concession	Title	Area in	Expiry Date
Name	Number	Hectares	(mo/day/year)
La Guera	227817	6,321.38	08/09/2056
Ampliacion La Guera	230024	5,568.95	07/09/2057
	Total Area:	11,890.33

Exploration

We conducted early stage exploration work on Pericones during 2008 and 2009. This included a program of rock sampling, prospecting and alteration mapping initiated in March 2008 and ending in early 2009. These procedures showed indications of silver and gold mineralization.

A total of 16 diamond drill holes were completed on one of the Pericones exploration targets, the Plaza de Gallos area of the Pericones Property in 2010, for a total of 2190 metres. During the current year, the decision was made to discontinue near term exploration activities on the Pericones property based on Kimber’s exploration priorities at Monterde. Capitalized expenditures at the Pericones property in the amount of $1,245,170 were written off during the year ended June 30, 2010.

Setago Property

Kimber does not consider the Setago Property to be a material property at this time.

The 100% owned Setago Property, which consists of 3 concessions totalling 10,069 hectares, lies approximately 24 kilometres to the west of Monterde.

The Setago Property consists of the following concessions:


Concession	Title	Area in	Expiry Date
Name	Number	Hectares	(mo/day/year)
Setago	220684	3,000.00	09/29/2053
Ampliacion Setago	231198	2,952.95	01/25/2058
Ampliacion Setago 2	231199	4,115.72	01/25/2058
	Total Area	10,068.67

During the year ended June 30, 2010, the decision was made to discontinue exploration activities on the Setago property based on Kimber’s exploration priorities at Monterde. Capitalized expenditures at the Setago property in the amount of $124,363 were written off during the year ended June 30, 2010.

Technical Disclosure

We have prepared the technical information in this Annual Report (“Technical Information”) based on information contained in the technical reports and news releases (collectively the “Disclosure Documents”) available under our company profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. Some of the information contained in this report has been updated for events occurring subsequent to the date of the technical report. Each Disclosure Document was prepared by or under the supervision of a Qualified Person. You are encouraged to review the full text of the Disclosure Documents which qualifies the Technical Information. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Disclosure Documents are each intended to be read as a whole and sections should not be read or relied upon out of context. The Technical Information is subject to the assumptions and qualifications contained in the Disclosure Documents.

The disclosure in this Annual Report of technical information has been prepared under the supervision of Petrus (Marius) Maré, Professional Geologist, Vice President Exploration of Kimber, a Qualified Person under NI 43-101.

Significant intersections from all the drill programs can be found in our news releases on our website atwww.kimberresources.com and are filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

Other Significant Acquisitions and Dispositions

Not Applicable

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition, changes in financial condition and results of operations for each of the years in the three-year period ended June 30, 2011 should be read in conjunction with our consolidated financial statements included in “ITEM 18. - FINANCIAL STATEMENTS”. Our financial statements are presented in Canadian dollars and have been prepared in accordance with Canadian GAAP. See ITEM 3. A. KEY INFORMATION - Selected Financial Data” for exchange rate information.

This section contains forward-looking statements involving risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under part “ITEM 3. D. KEY INFORMATION - Risk Factors”.SEETHE CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS, THE FIRST PARAGRAPH IN “ITEM 3. D. KEY INFORMATION - Risk Factors”.

U.S. GAAP requires that all exploration and general and administrative costs related to projects be charged to expense as incurred. As such, some of the costs accounted for as deferred mineral acquisition and exploration expenditures under Canadian GAAP would have been charged to earnings under U.S. GAAP. Property acquisition costs are capitalized under both Canadian and U.S. GAAP.

We have not achieved revenue or cash flow from mining operations, and have experienced losses from operations for each year since incorporation. We are an exploration stage company and none of our properties have any known Mineral Reserves and the development of exploration properties, including our Monterde Property including the Carmen Deposit, is subject to significant uncertainty and risk. We anticipate that we will not record any significant revenue or cash flow from operations and that we will incur significant losses until the Monterde Property is fully developed and successfully put into production, if ever. We intend to continue to rely upon the issuance of securities to finance our operations and exploration activities to the extent such instruments are issuable under acceptable terms.

The information contained herein should be read in conjunction with our consolidated financial statements.

Factors Affecting Kimber’s Business

Our management periodically reviews results of operations both internally and externally using mining professionals. Decisions to abandon, reduce or expand exploration efforts are based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labour and capital costs. There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

Critical Accounting Policies and Estimates

A comprehensive discussion of Kimber’s significant accounting policies is contained in Note 2 to the consolidated financial statements. There have been no changes in accounting policies during the last year.

Certain of these policies are recognized as critical because in applying these policies management is required to make judgements, assumptions and estimates that have a significant impact on the financial results of Kimber. The estimates used in applying these critical accounting policies have been discussed with the Audit Committee of our Board of Directors and are discussed below.

Measurement Uncertainties

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, and the reported amounts of expenses incurred during the reporting period. Significant areas requiring the use of management estimates relate to the determination of environmental obligations, stock-based compensation, impairment of unproven mineral right interests and amortization. Actual results could differ from those estimates.

Unproven Mineral Right Interests

Mineral right acquisition costs, exploration and direct field costs are deferred until the rights to which they relate are placed into production, at which time these deferred costs will be amortized over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of or abandoned. Management reviews the carrying amounts of mineral rights on a periodic basis and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. Management’s assessment of the mineral rights’ fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area as that of the rights under review. Administration costs and other exploration costs that do not relate to a specific mineral right are expensed as incurred.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Other acquisition costs include on-going tax and other payments for the maintenance of the concessions. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion of Kimber, are recorded in the accounts when the payments are made. Proceeds from property option payments received by Kimber are netted against the deferred costs of the related mineral rights, with any excess being included in operations. No option payments were received during the years ended June 30, 2011, 2010 and 2009.

A. Operating Results

We have financed our operations principally through the sale of our equity securities. We do not have any sales or revenue from our mineral properties. We receive nominal interest income earned from funds held on deposit. Interest income earned is dependent on the amount of funds available for deposit and changes in interest rates. Unless we are able to obtain additional funds through the sale of our equity securities, the amount of interest income earned is expected to decrease as we continue exploring our mineral properties.

Year Ended June 30, 2011 Compared to Year Ended June 30, 2010

Kimber’s net loss for the fiscal year ended June 30, 2011 was $2,973,798 or $0.04 per common share compared with a net loss of $4,126,614 or $0.06 loss per share for the year ended June 30, 2010. The principal reasons for the decrease in net loss were write downs in the year ended June 30, 2010 of previously capitalized costs for the Pericones and Setago properties and general exploration costs.

During the fiscal year ended June 30, 2011 Kimber incurred expenditures of $6,191,767 on its mineral properties which have been capitalized, $103,845 for property acquisition and tax payments and exploration and evaluation expenditures of $6,087,922. Activity during the year ended June 30, 2011 primarily involved the Monterde project. Exploration and evaluation activity during the year ended June 30, 2011 was focused on the Monterde project.

This compares to expenditures during the fiscal year ended June 30, 2010 of $3,073,209 on its mineral properties; $192,187 for property acquisition payments and exploration expenditures of $2,881,022.

Exploration expenditures on the Monterde project increased in the year ended June 30, 2011 compared to the year ended June 30, 2010 due to a drilling program starting in January 2011, and related assay, geological and other costs.

A summary of unproven mineral right interests for the current and comparable period is included in the table below:


		Year Ended June		Year Ended June
		30, 2011		30, 2010

Unproven mineral right interests

Property acquisition and taxes	$	103,845	$	192,187
Exploration and evaluation		6,087,922		2,881,022
Total expenditures	$	6,191,767	$	3,073,209
Pericones write down		-		(1,245,170	)
Setago write down		-		(124,363	)
Net capitalized expenditures	$	6,191,767	$	1,703,676

Exploration and evaluation, by location
Monterde	$	6,087,922	$	2,233,905
Pericones		-		620,918
Setago		-		26,199
Total expenditures	$	6,087,922	$	2,881,022

Monterde expenditures included
Assays	$	482,902	$	15,530
Drilling		2,042,686		-
Engineering		809,735		534,456
Field Office		575,186		366,487
Geological, geophysical		998,730		655,748
Supplies		287,170		119,675
Other categories		891,513		542,009
Total Monterde expenditures	$	6,087,922	$	2,233,905

Total Pericones expenditures	$	-	$	620,918
Total Setago expenditures	$	-	$	26,199

Monterde expenditures

One additional concession covering 30 hectares, the San Francisco concession, was purchased at a cost of $78,192 (US$75,000) during the year ended June 30, 2010.

Drilling costs were $2,042,686 for the year ended June 30, 2011 compared to $nil for the year ended June 30, 2010. In January 2011, Kimber announced a significant drill program at Monterde. The drill program was designed to expand and upgrade mineral resources at the Carmen and Veta Minitas deposits, to drill test new exploration targets and to gain drill samples for metallurgical and condemnation purposes. This program was initially planned at 30,000 metres but has subsequently been expanded to over 40,000 metres which includes over 38,000 metres of drilling targeted to expand mineral resources and the remainder planned for metallurgical and condemnation drilling.

Assay costs associated with the drill program were $482,902 for the year ended June 30, 2011 compared to $15,530 for the year ended June 30, 2010. The increase in these costs is a result of the assays associated with the current year’s drill program.

Engineering costs increased for the year ended June 30, 2011 as a result of the various technical reports, including the Updated PEA, prepared during 2011 and filed on SEDAR on July 25, 2011 and filed on EDGAR on July 28, 2011.

Geological and geophysical costs increased during the year ended June 30, 2011 as a result of extra costs associated with the drilling program.

The increase in the cost of exploration supplies also increased as a result of the drilling activity.

Pericones expenditures

Towards the end of the year ended June 30, 2010, Kimber made the decision to discontinue exploration activities on the Pericones property in the next twelve months based on Kimber’s exploration and development priorities at Monterde. Capitalized expenditures, in the amount of $1,245,170 were written off during the year ended June 30, 2010. Ongoing property maintenance costs of $39,296 were incurred and expensed to general exploration costs during the year ended June 30, 2011.

Setago expenditures

During the year ended June 30, 2010, Kimber made the decision to discontinue exploration activities on the Setago property based on Kimber’s exploration and development priorities at Monterde. Capitalized expenditures in the amount of $124,363 were written off during the year ended June 30, 2010. Ongoing property maintenance costs of $28,527 were incurred and expensed to general exploration costs during the year ended June 30, 2011.

Administration costs

Salary and benefit expenses include stock based compensation charges. Salary and benefit expenses were $1,474,460 during the year ended June 30, 2011 compared to $1,346,601 for the year ended June 30, 2010.

Salary and benefits expenses net of stock based compensation charges were $779,539 for the year ended June 30, 2011 compared to $795,495 for the year ended June 30, 2010. Costs were comparable for both years due to consistent administrative staffing.
Non-cash stock based compensation charges were $694,921 for the year ended June 30, 2011 compared to $551,106 for the year ended June 30, 2010. Current year charges were higher than the comparable year because of a higher fair value of the annual grant of options made in February 2011 due primarily to an increase in the option strike price.

Legal, consulting and audit costs were $527,730 for the year ended June 30, 2011 compared to $462,367 in the previous year. The increase in costs was largely attributable to additional consulting work relating to corporate finance activities.

Investor relations and shareholder communications expenses were $193,203 for the year ended June 30, 2011 compared to $109,387 for the year ended June 30, 2010. The increase for the current year was attributable to an increase in activity, including the production and airing of a company video clip, increased online advertising and increased news release preparation and dissemination.

Office, insurance and miscellaneous expenses were $250,437 for the year ended June 30, 2011 compared to $264,217 for the year ended June 30, 2010. The main component of these costs related to business insurance. Insurance costs included in the above total were $125,121 for the year ended June 30, 2011 compared to $148,383 for the year ended June 30, 2010. The decrease was due primarily to a reduction in the annual premium for director’s and officer’s liability insurance.

Transfer and filing fees were $139,468 for the year ended June 30, 2011 compared to $152,575 for the year ended June 30, 2010. Transfer and filing fees includes fees paid to Kimber’s transfer agent and annual listing fees paid to the TSX and AMEX stock exchanges. Fees for the current year are comparable to those incurred during the previous year.

General exploration costs were $71,038 for the year ended June 30, 2011 compared to $147,169 for the year ended June 30, 2010.These costs include costs incurred on the Pericones ($39,296) and Setago properties ($28,527) during 2011which are no longer being capitalized in addition to costs associated with investigating new projects ($3,215). During the previous year, members of Kimber’s geology team were more actively engaged in searching for new projects in Mexico. These costs included travel and payroll costs and were expensed as incurred.

Kimber recorded a loss from foreign exchange of $113,374 during the year ended June 30, 2011 compared to a loss of $3,766 in the year ended 2010. The loss originates from funds advanced to Mexico during the year that have depreciated in value due to fluctuations in the Mexican peso or United States dollar relative to the Canadian dollar.

Year Ended June 30, 2010 Compared to Year Ended June 30, 2009

Kimber’s net loss for the fiscal year ended June 30, 2010 was $4,126,614 or $0.06 per common share compared with a net loss of $2,391,005 or $0.04 loss per share for the year ended June 30, 2009. The principal reasons for the increase in net loss were write downs of previously capitalized costs for the Pericones and Setago properties and general exploration costs.

During the fiscal year ended June 30, 2010, Kimber incurred expenditures of $3,073,209 on its mineral properties, $192,187 for property acquisition and tax payments and exploration and evaluation expenditures of $2,881,022. Expenditures totalling $1,245,170 relating to the Pericones project and $124,363 relating to the Setago project were written off during the current year. The majority of activity during the year involved the Monterde and Pericones projects.

This compares to expenditures during the fiscal year ended June 30, 2009 of $3,608,089 on its mineral properties; $81,597 for property acquisition payments and exploration expenditures of $3,526,492.

Exploration expenditures on the Monterde project decreased in the year ended June 30, 2010 compared to the year ended June 30, 2009 due to reduced drilling, assay and geological costs partly offset by increased engineering costs.

A summary of unproven mineral right interests for the current and comparable period is included in the table below:


		Year Ended June			Year Ended June
		30, 2010			30, 2009

Unproven mineral right interests

Property acquisition and taxes	$	192,187		$	81,597
Exploration and evaluation		2,881,022			3,526,492
Total expenditures		3,073,209			3,608,089
Pericones write down		(1,245,170	)		-
Setago write down		(124,363	)		-
Net capitalized expenditures	$	1,703,676		$	3,608,089

Exploration and evaluation, by location


		Year Ended June		Year Ended June
		30, 2010		30, 2009

Monterde Property	$	2,233,905	$	3,124,868
Pericones		620,918		401,624
Setago		26,199		-
Total expenditures	$	2,881,022	$	3,526,492

Monterde Property expenditures included
Assays	$	15,530	$	263,632
Drilling		-		106,617
Engineering		534,456		332,323
Field Office		366,487		336,190
Geological, geophysical		655,748		1,151,303
Supplies		119,675		119,086
Other categories		542,009		815,717
Total Monterde Property expenditures	$	2,233,905	$	3,124,868

Pericones expenditures included
Assays	$	44,162	$	34,383
Drilling		233,184		-
Geological, geophysical		242,726		270,006
Travel, accommodation		50,483		68,082
Other categories		50,363		29,153
Total Pericones expenditures	$	620,918	$	401,624

Monterde Property expenditures

One additional concession covering 30 hectares, the San Francisco concession, was purchased at a cost of $78,192 (US$75,000) during the year ended June 30, 2010.

Engineering costs increased for the year ended June 30, 2010 as a result of the various technical reports, including the PEA, prepared during the year ended June 30, 2010.

Geological and geophysical costs decreased during the year ended June 30, 2010 as a result of expenditures allocated as general exploration ($147,169), lower payroll and equipment rental and maintenance costs, and decreased use of geological consultants on the Monterde project.

Pericones and Setago

Expenditures for the year ended June 30, 2010 included the first drilling program initiated at the Pericones project.

Towards the end of the year ended June 30, 2010 the decision was made to discontinue exploration activities on the Pericones property in the next twelve months based on Kimber’s exploration and development priorities at Monterde. Capitalized expenditures in the amount of $1,245,170 were written off during the year ended June 30, 2010.

During the year ended June 30, 2010 the decision was made to discontinue exploration activities on the Setago property based on Kimber’s exploration priorities. Capitalized expenditures in the amount of $124,363 were written off during the year ended June 30, 2010.

Administration costs

Salary and benefit expenses include stock based compensation charges. Salary and benefit expenses were $1,346,601 during the year ended June 30, 2010 compared to $1,267,171 for the year ended June 30, 2009.

Salary and benefits expenses net of stock based compensation charges were $795,495 for the year ended June 30, 2010 compared to $838,773 for the year ended June 30, 2009. The reduction in costs was due to a decrease in the number of administrative personnel.

Stock based compensation charges were $551,106 for the year ended June 30, 2010 compared to $428,398 for the year ended June 30, 2009. Current year charges were higher than the comparable year because of a higher Black Scholes valuation of the annual grant of options made in February 2010. The higher valuation was the result of an increase in both the option price and the volatility of Kimber’s shares.

Legal, consulting and audit costs were $462,367 for the year ended June 30, 2010 compared to $505,533 in the previous year. Legal costs were $229,306 for the year ended June 30, 2010 compared to $233,372 in the previous year. Audit, accounting, tax and Internal Control over Financial Reporting (“ICFR”) consulting costs were $212,415 for the year ended June 30, 2010 compared to $265,512 in the previous year. Other consulting costs were $20,646 for the year ended June 30, 2010 compared to $6,649 in the previous year. The main difference in costs was attributable to lower ICFR consulting costs for the current year.

Investor relations and shareholder communications expenses were $109,387 for the year ended June 30, 2010 compared to $43,397 in the previous year. The increase for the current year included increased conference attendance, production of a company video clip and an upgrade to Kimber’s website.

Office, insurance and miscellaneous expenses were $264,217 compared to $279,441 in 2009. Insurance costs included in the above total were $148,383 for the year ended June 30, 2010 compared to $136,185 in the previous year.

Transfer and filing fees were $152,575 for the year ended June 30, 2010 compared to $103,915 in the previous year. The increase in fees for the current year is attributable to increases in stock exchange listing fees resulting from the public offering and from costs associated with the increase in shares available for stock options during the current year

General exploration costs were $147,169 for the year ended June 30, 2010 compared to $nil in the previous year. During the current year members of Kimber’s geology team were engaged in searching for new projects in Mexico. Costs including travel and payroll costs associated with these activities were expensed during the current year.

Kimber recorded a loss from foreign exchange of $3,766 during the year ended June 30, 2010 compared to a loss of $9,997 in the year ended 2009. The loss originates from funds advanced to Mexico during the year that have depreciated in value due to fluctuations in the Mexican peso or United States dollar relative to the Canadian dollar.

B. Liquidity and Capital Resources

Our ability to conduct operations, including the acquisition and exploration of mineral properties, is based on our ability to raise funds, primarily from equity sources. Ultimately we are dependent on the discovery of economically recoverable Mineral Reserves on our mineral properties. We are presently exploring our properties for possible Mineral Reserves sufficient to justify production. None of our properties are in production at this time and consequently do not produce revenue.

At June 30, 2011, we had working capital of $7,692,715 as compared to $4,505,290 at June 30, 2010. We have no long-term indebtedness or long-term obligations. The change in working capital for the year ended June 30, 2011 is the result of an increase in cash to $8,401,429 (2010 – $4,560,493) an increase in amounts receivable to $1,078,794 from $355,471 less an increase in current liabilities to $1,915,016 as at June 30, 2011 compared to $541,627 as at June 30, 2010. Cash increased as a result of the financing completed in December 2010, the increase in amounts receivable is the result of greater amount of IVA receivable due to higher expenses in Mexico and the increase in accounts payable and accrued liabilities is a result of the increased costs associated with the ongoing drilling program at Monterde.

Our capital resources consist primarily of cash and liquid short-term investments. As at August 31, 2011, we had cash and Canadian and U.S. Government Treasury bills totaling $13,562,000, approximately $1,100,000 in amounts receivable and an estimated $2,100,000 in accounts payable and accrued liabilities.

At present, management believes that we have sufficient financial resources to fund operations for more than twelve months. Management will be reviewing cash expenditures on an ongoing basis, and may be seeking to obtain additional financing There can be no assurance that Kimber will succeed in obtaining additional financing, now or in the future. The current market conditions could make it difficult or impossible for Kimber to raise necessary funds to meet its capital requirements. Failure to raise additional financing on a timely basis could cause Kimber to suspend its operations and eventually to forfeit or sell its interest in its properties. In the past, Kimber has been successful at raising funds to continue work on its mining properties. However, there is no certainty that Kimber will be able to raise additional funding on reasonable terms if at all, in which case the property may be joint ventured, sold or abandoned.

We generate cash flow from selling our Common Shares either through financings or the exercise of existing stock options or warrants. If existing stock options or warrants are not exercised because our share price falls below the exercise price, our cash flow will be adversely affected and we will need to raise additional financing.

Share capital increased cash inflows during the fiscal year ended June 30, 2011, by an aggregate of $11,709,192, $12,719,000 through the issuance of 9,085,000 common shares issued by a public offering at a cost of $1.40 per share, $57,075 from 79,500 shares issued on exercise of stock options, $18,000 from 10,000 shares issued on the exercise of warrants, partially offset by share issuance costs of $1,084,883.
We had no long-term debt as of June 30, 2011 or at the time of filing this Annual Report and no significant expenditure commitments unrelated to exploration activities. Our current working capital position provides sufficient liquidity for its short-term requirements.

Kimber has no plans for debt financing at this time.

We do not anticipate the payment of dividends in the foreseeable future.

C. Research and Development, Patents and Licenses, Etc.

Our main activity is the exploration of its mineral properties (See ITEM 4. D. INFORMATION ON KIMBER - Property, Plants, and Equipment) and we do not engage in conventional research and development. We have not incurred research and development expenses or adopted research and development policies.

D. Trend Information

Gold and silver prices have trended upward since 2001. Year over year increases in gold and silver prices have had the effect of increasing the value of gold deposits, have made financing easier to obtain and have in some cases made previously uneconomic deposits viable. However as with the price of gold and silver, the capital and operating costs of mining properties have also increased. The economic assessment and viability of each mining project must be assessed on its own merits.

During 2011 gold and silver prices have been subject to significant volatility which may continue in the short term due to general conditions in the financial markets. Current gold and silver prices are still significantly higher than three or five years ago and there is no current evidence to suggest that the long term uptrend will not continue, however in the short term there may be a combination of upward and downward price fluctuations.

E. Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

Table 9below sets forth the enforceable and legally binding obligations as of June 30, 2011:

Table 9


Contractual Obligations	Total	Less than 1 Year
Rental Obligations	$111,367	$111,367

Kimber leases its premises in Vancouver under an operating lease which expires in the fiscal year ending June 30, 2012. Kimber is obligated to make $111,367 in basic rental payments under its operating lease for the year ended June 30, 2012. In addition, under the lease Kimber has the obligation to pay its proportionate share of operating costs and taxes for the building. During the year ended June 30, 2011, Kimber expensed $207,191 in relation to this operating lease (June 30, 2010; $194,445, June 30, 2009; $197,722).

G. Safe Harbour

The Company seeks safe harbor for its forward-looking statements contained in Items 5.E and F.SEE CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ABOVE.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Each director serves until the next annual general meeting or until his/her successor is duly elected, unless his/her office is vacated in accordance with the articles of the Company.

Casual vacancies on the board of directors are filled by election from nominees by the remaining directors and the persons filling those vacancies hold office until the next annual general meeting, at which time they may be re-elected or replaced.

The members of the board of directors and senior officers of Kimber including a brief biography of each as at September 23, 2011 are as follows:


Name and Position in Kimber	Age	Other Principal Directorships
Leanne M. Baker	59
Director		US Gold Corporation
		Agnico-Eagle Mines Ltd
Dr. Baker is an independent director of Kimber, a member and Chair of the Compensation Committee,		Reunion Gold Corporation


Name and Position in Kimber	Age	Other Principal Directorships
a member of the Technical Committee and a member of Environmental and Safety Committee.
R. Dennis Bergen	59	None
Director

Mr. Bergen is an independent director of Kimber, a member and Chairman of the Technical Committee, a member of the Audit Committee and the Environmental and Safety Committee.
Gordon Cummings	43	None
President , Chief Executive Officer and Director		None
Lyn B. Davies	59	None
Chief Financial Officer		None
Frederick T. Graybeal	73	Maximus Ventures Ltd.
Director

Mr. Graybeal is an independent director of Kimber, a member and Chair of the Corporate Governance Committee, member of the Compensation Committee, the Technical Committee and the Environmental and Safety Committee.
Tim Haldane ¹	55	None
Director

Mr. Haldane is an independent director of Kimber and was appointed a member of the Technical Committee on September 23, 2011.
Petrus H. Marius Maré	49	None
Vice-President, Exploration		None
Peter B. Nixon	65	Reunion Gold Corporation Stornoway Diamond Corporation Dundee Precious Metals Inc. Midas Gold Corp.
Director

Mr. Nixon is an independent director of Kimber, Chair of the Board, a member of the Compensation Committee, the Corporate Governance Committee, the Audit Committee and the Environmental and Safety Committee.



		Puplava Financial Services Inc.
James J. Puplava	61	Puplava Securities Inc.
Director

Mr. Puplava is an independent director of Kimber and a member of the Compensation Committee and the Environmental and Safety Committee.


Name and Position in Kimber	Age	Other Principal Directorships
Donald W. Young	65
Director
		Dundee Precious Metals Inc.
Mr. Young is an independent director of Kimber, a member and Chair of the Audit Committee, a member of the Corporate Governance Committee and a member of the Environmental and Safety Committee.		Midas Gold Corp.

¹Tim Haldane was appointed a director of Kimber on September 20, 2011.

The Nominating Committee was merged with the Corporate Governance Committee on March 28, 2011

Stephen P. Quin resigned as a director of Kimber on May 11, 2011. Tim Haldane was appointed as a director on September 19, 2011.

There are no familial relationships between any director or senior officer and any other director or senior officer.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or senior officer.

The business experience of each director and senior officer, including activities performed outside Kimber, are as follows:

Leanne M. Baker, Director

Dr. Baker is managing director of Investor Resources LLC. Dr. Baker has been providing consulting services for the mining and financial services industries since January 2002. Prior to that, she was an equity research analyst and managing director with Salomon Smith Barney from 1990 to 2001.

R. Dennis Bergen, Director

Mr. Bergen is a Professional Mining Engineer with over 30 years of experience in the mining industry. From May 1997 until December 2003 he was Vice President Operations for Wheaton River Minerals Ltd. From January 2004 to June 2005 he was an independent mining consultant and from June 2005 until July 2006 Mr. Bergen was General Manger of the Cantung Mine for North American Tungsten Corp. Since August 2007 Mr. Bergen has been an independent mining consultant providing services to Roscoe Postle Associates Inc., an international engineering consultancy firm.

Gordon Cummings, President, Chief Executive Officer and Director

Mr. Cummings is a Chartered Accountant with over 22 years of finance and management experience. From early 2000 until March 2006 Mr. Cummings was an officer of the Horizons Funds Group, initially as Chief Financial Officer and then subsequently Chief Executive Officer and Director. Horizons Funds is a Canadian group distributing public alternative investment funds. Mr. Cummings was appointed Chief Financial Officer of Kimber in July 2006 and was subsequently appointed President and Chief Executive Officer effective November 1, 2007.

Lyn Davies, Chief Financial Officer

Mr. Davies is a Chartered Accountant with over 25 years of finance experience, including senior finance roles with Canadian public listed companies, and public accounting experience with KPMG LLP and Grant Thornton LLP. Mr. Davies has served as Chief Financial Officer of Kimber since November 2007. From March 2004 to April 2005 he was Financial Controller for Response Biomedical Corp. Between June 2005 and November 2007 Mr. Davies was a finance and accounting consultant.

Frederick T. Graybeal, Director

Dr. Graybeal is a geologist with more than 45 years of international experience in exploration and mining. Dr. Graybeal was chief geologist at ASARCO Incorporated at the time of his retirement in May 2003. He also previously held the position of President, Chief Executive Officer and director of Maximus Ventures Ltd. from 2004 to 2006. Dr. Graybeal continues as a director of Maximus Ventures Ltd. He currently consults on mineral exploration projects.

Tim Haldane, Director

Mr. Haldane is a Professional Mining Engineer with over 25 years of experience in the mining industry.

Since 2006 Mr. Haldane has been a Senior Vice President of Agnico-Eagle Mines Limited. Prior to this he was Vice-President, Development for Glamis Gold.

Petrus H. Marius Maré, Vice-President, Exploration

Petrus (Marius) Maré is a registered Professional Geoscientist with over 20 years of experience in the mineral exploration industry. From January 2003 until February 2006 he was Senior Geologist with Placer Dome Inc. and from July 2006 until March 2007 he was Vice President Exploration for Nayarit Gold Inc. Mr. Maré was President of Metals Creek Resources Inc. from March 2007 until November 2007, when he joined Kimber.

Peter B. Nixon, Chairman and Director

Mr. Nixon retired from Dundee Securities Corp. in 2000 and during the past five years his principal occupation has been as a corporate director for a number of public mining companies. Mr. Nixon spent more than three decades in the investment industry, specializing in the natural resource sector. He helped found the investment firm Goepel Shields & Partners and was subsequently President of the firm’s U.S. subsidiary.

James J. Puplava, Director

Mr. Puplava is a certified financial planner. For the past 24 years Mr. Puplava has been the President of Puplava Financial Services Inc. an investment advisory and money management firm in San Diego California. Mr. Puplava is also President of Puplava Securities Inc. a Broker-Dealer and Member of NASD/SIPC.

Donald W. Young, Director

Mr. Young is a Chartered Accountant. During the past five years his principal occupation has been as a corporate director. Mr. Young was a senior audit partner with the accounting firm of KPMG LLP until his retirement in September 2005. Previously Mr. Young worked for Placer Development Ltd. (now Barrick Gold Corporation).

B. Compensation

The followingTable 10sets forth all compensation we have paid to our directors and members of our administrative, supervisory or management bodies during the fiscal year ended June 30, 2011.

Table 10
Summary Compensation Table


	Annual Compensation			Long Term Compensation
				Awards		Payouts
				Securities			All Other
Name and Principal			Other Annual	Under	Restricted	LTIP	Compen-
Position	Salary ($)	Bonus($)	Compen-	Options/SAR	Shares/Units	Payouts	sation
			sation	s Granted	Awarded	($)	($)
			($)	(#)	($)
Leanne M. Baker Director	Nil	Nil	$12,000	75,000	Nil	Nil	Nil
R. Dennis Bergen Director	Nil	Nil	$14,000	75,000	Nil	Nil	Nil
Gordon Cummings President, Chief Executive Officer & Director	$220,000	$67,569	$4,800	225,000	Nil	Nil	Nil
Lyn B. Davies Chief Financial Officer	$135,000	$5,906	$2,400	65,000	Nil	Nil	Nil
Frederick T. Graybeal Director	Nil	Nil	$10,000	75,000	Nil	Nil	Nil
Tim Haldane Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Petrus H. Marius Maré Vice President, Exploration	$175,000	$12,469	Nil	80,000	Nil	Nil	Nil
Peter B. Nixon Director	Nil	Nil	$14,000	75,000	Nil	Nil	Nil
James J. Puplava, Director	Nil	Nil	$10,000	75,000	Nil	Nil	Nil
Stephen P. Quin (1) Director	Nil	Nil	$14,000	75,000	Nil	Nil	Nil
Abraham Urias, Secretary of Kimber Resources de Mexico	$Nil	Nil	Nil	Nil	Nil	Nil	Nil
Donald W. Young Director	Nil	Nil	$20,000	75,000	Nil	Nil	Nil

(1) Stephen Quin resigned as a Director of Kimber on May 11, 2011

We do not have a pension plan, retirement fund or similar benefits plan or other arrangement for non-cash compensation to the directors or senior officers of Kimber, with the exception of incentive stock options.

We have a Change of Control Agreement with Gordon Cummings, our President and Chief Executive Officer, dated April 26, 2007, and amended by agreement dated September 25, 2007. That agreement provides for payment to him of 24 months salary, plus the costs to Kimber of the benefits provided by Kimber to him, in the event of his resignation after a material adverse change in his position occurring within 12 months following a change in control of Kimber or dismissal by Kimber of Mr. Cummings without cause within 12 months following a change in control of Kimber. In addition, pursuant to an employment agreement with Mr. Cummings, in the event of the termination of Mr. Cummings’ employment without cause he is entitled to receive a lump sum payment of 12 months salary on termination.

In addition we have an employment contract with Petrus H. Marius Maré, Vice President, Exploration, which provides, among other things, that we will pay to Mr. Maré:

	1.	18 months base salary if (i) there is a change of control of Kimber, (ii) there is a material adverse change in his position within 12 months following the change of control and (iii) he resigns within 90 days following becoming aware of the material adverse change in his position; or

	2.	9 months base salary if his employment is unilaterally terminated by Kimber without cause in the absence of a change of control of Kimber having occurred

Also, we have an employment contract with Lyn B. Davies, Chief Financial Officer, which provides, among other things, that Kimber will pay to Mr. Davies:

	1.	12 months base salary if (i) there is a change of control of Kimber, (ii) there is a material adverse change in his position within 12 months following the change of control and (iii) he resigns within 90 days following becoming aware of the material adverse change in his position; or

	2.	6 months base salary if his employment is unilaterally terminated by Kimber without cause in the absence of a change of control of Kimber having occurred.

We do not currently have any benefit plans in Canada. In Mexico, salaried employees are covered by a medical plan paid for by Kimber.

Stock Option Plans

See the description of Kimber’s stock option plans under the section heading ITEM 6.E. – SHARE OWNERSHIP – INCENTIVE STOCK OPTIONS below

C. Board Practices

Our Board of Directors normally consists of eight (8) directors, all of whom were elected at a general meeting of shareholders on December 10, 2010 for a one year term. We currently have seven directors since Stephen P Quin’s resignation on May 11, 2011.

Pursuant to Section 224 of the BCBCA, we are required to have an Audit Committee. We have a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the United States Securities Exchange Act of 1934, as amended. As at September 23, 2011, the members of the Audit Committee are Donald Young, Dennis Bergen and Peter Nixon, each of whom, in the opinion of the Board of Directors, is independent (as determined under Rule 10A-3 of the Exchange Act and section 803 of the AMEX Company Guide) and is financially literate. The BCBCA requires the directors of a public company to elect from among their number an audit committee composed of not fewer than

three directors, of whom a majority must not be officers or employees of Kimber or an affiliate of Kimber. The election must occur at the first meeting of the directors following each annual general meeting, and those elected will hold office until the next annual general meeting. Section 225 provides that before the annual financial statements are published, the financial statements and the auditors’ report must be submitted to the audit committee for review with the auditor, and, after that, the report of the audit committee on the financial statement must be submitted to the directors. Section 224(5) provides that the auditor must be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and must appear before the audit committee when requested to do so by the committee. Finally, section 224(6) provides that on the request of the auditor, the chair of the audit committee must convene a meeting of the audit committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders.

The directors have also established a Compensation Committee and as at September 23, 2011 the members of the Compensation Committee are Leanne Baker, Frederick Graybeal and James Puplava, each of whom, in the opinion of the Board of Directors, is independent (as determined under section 803 of the AMEX Company Guide). The mandate established for the Compensation Committee is for the purposes of:

	1.	considering alternative types of compensation for the directors and officers of Kimber and making recommendations to the Board for the establishment of appropriate compensation plans, strategies and policies;

	2.	considering appropriate levels of compensation for the directors and officers of Kimber and making recommendations to the Board as to the remuneration and other compensation to be provided to the Directors, the Chief Executive Officer and the other officers of Kimber;

	3.	reviewing personnel policies and benefit plans available to the employees of Kimber and making recommendations to the Board; and

	4.	carrying out periodic performance assessments of the Chief Executive Officer.

D. Employees

We have a total of seven employees in Canada and 40 employees in Mexico as of September 23, 2011.

At our head office in Vancouver, BC, there are four full-time employees and two part-time employee as at September 23, 2011. These numbers include two members of senior management and two full time employees who provide technical expertise in our engineering, geology and environmental and community relations areas. One additional senior officer lives in Oakville, Ontario and travels between Ontario, the Mexican properties and our head office in Vancouver, BC. All our employees are non-union and we are not subject to any collective bargaining agreements.

Kimber Resources de Mexico employs additional full-time or part-time employees or consultants to assist with the ongoing exploration work at the Monterde Property in Mexico. All employees of our subsidiary in Mexico, Kimber Resources de Mexico, are non-union and we are not subject to any collective bargaining agreements.

We compete with other mining companies in connection with hiring and retaining qualified employees. At the present time a sufficient supply of qualified workers is available for operations in Vancouver and in Mexico. The continuation of such supply depends upon a number of factors, including, principally, the demand occasioned by other companies. There can be no assurance that Kimber will continue to be able to retain or attract qualified employees. There is a risk that increased labour costs could have a material adverse effect on its operations.

E. Share Ownership

With respect to the persons referred to above in “ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation”, the followingTable 11discloses the number of Common Shares (each Common Share possessing identical voting rights), the number of options and Warrants exercisable within 60 days of the date of this Annual Report beneficially held by such persons and the percentage of the Common Shares outstanding, assuming exercise of all of the outstanding Options and Warrants exercisable within 60 days of the date of this Annual Report held by such person.

Table 11

Shares, Options and Warrants Exercisable Within 60 days, Held By Directors and Officers

Name and Title	No. of Shares	No. Of Exercisable Options	No. Of Exercisable Warrants	Percent of Shares Outstanding
Leanne M. Baker Director	112,500	300,000	0	0.51%
R. Dennis Bergen Director	20,000	280,000	5,000	0.38%
Gordon Cummings President, Chief Executive Officer and Director	66,000	1,254,615	7,500	1.64%
Lyn B. Davies Chief Financial Officer	0	293,593	0	0.36%
Frederick T. Graybeal Director	5,000	250,000	0	0.31%
Petrus H. Maré Vice President, Exploration	0	508,833	0	0.63%
Peter B. Nixon Director	40,000	300,000	5,000	0.42%
James J. Puplava Director	5,890,631	280,000	315,000	7.99%
Abraham Urias, Secretary of Kimber Resources de Mexico	0	30,000	0	0.04%
Donald W. Young Director	36,000	200,000	0	0.29%

Incentive Stock Options

The followingTable 12discloses the stock options beneficially held by the aforementioned persons, as at September 23, 2011. The stock options are for Common Shares of Kimber:

Table 12

Stock Options Held By Directors and Officers
As at September 23, 2011


Name of Person	Number of Shares Subject to Issuance	Exercise Price per Share	Expiry Date
Leanne M. Baker	50,000	$2.59	November 9, 2011
	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
R. Dennis Bergen	30,000	$1.95	April 12, 2012
	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
Gordon Cummings	125,000	$1.95	April 12, 2012
	400,000	$0.86	September 28, 2012
	100,000	$0.79	February 12, 2013
	185,715	$0.65	January 29, 2014
	193,900	$1.15	February 12, 2015
	200,000	$1.38	February 8, 2016
	25,000	$1.60	June 9, 2016
Lyn B. Davies	125,000	$0.78	November 29, 2012
	80,000	$0.65	January 29, 2014
	65,260	$1.15	February 12, 2015
	65,000	$1.38	February 8, 2016
Frederick T. Graybeal	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
Petrus H. Maré	275,000	$0.78	November 29, 2012
	100,500	$0.65	January 29, 2014
	80,950	$1.15	February 12, 2015
	80,000	$1.38	February 8, 2016


Name of Person	Number of Shares Subject to Issuance	Exercise Price per Share	Expiry Date
Peter B. Nixon	50,000	$1.95	April 12, 2012
	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
James J. Puplava	30,000	$1.95	April 12, 2012
	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
Abraham Urias	30,000	$1.95	April 12, 2012
Donald W. Young	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016

We have two stock option plans, the Kimber Resources Inc. 2002 Stock Option Plan (the “2002 Plan”) and the Kimber Resources Inc. 2007 Stock Option Plan (the “2007 Plan”), the latter of which was adopted on December 12, 2007. Since the adoption of the 2007 Plan no further options have been or will be granted under the 2002 Plan, however all options outstanding will remain in effect until they expire, are exercised, or are cancelled. The 2007 Plan provides for the issuance of stock options to acquire up to a total of 10% of the Common Shares outstanding from time to time. As at September 23, 2011 options to acquire 2,235,483 Common Shares may be issued for a period not exceeding five years. The directors may, from time to time, appoint an administrator (the “Administrator”) for the purposes of administering the Option Plan.

The subscription price at which a stock option may be exercised is:


	(a)	the closing price for the Common Shares on the TSX on the last trading day before the date of the grant, if the Common Shares are listed on the TSX, and if the Common Shares are not listed on the TSX, then the closing price for the Common Shares on the stock exchange on which they are listed, if any, on the last trading day before the date of the grant; or

	(b)	if the Board determines that the subscription price determined in accordance with paragraph (a) above is not a representative price, the weighted average of the trading prices for the Common Shares on the five trading days before the date of the grant, subject to the approval of any stock exchange having jurisdiction.

If on the date of the grant of an option, the Common Shares are listed on a stock exchange and the policies of such exchange permit the Board to establish a subscription price for such option at a discount to the trading price or prices referred to in paragraphs (a) and (b) above, then the Board may, at its sole discretion, establish a subscription price that reflects a discount, up to the maximum discount so permitted. The directors have never established a subscription price for such option at a discount to the trading price or prices referred to in paragraphs (a) and (b) above.

The stock options are non-assignable, except that they are exercisable by the personal representative of the stock option holder in the event of the stock option holder’s death for a period of up to one year from the date of the option holder’s death. The stock options expire not more than 90 days after the director or employee ceases to be a director or employee of Kimber or, in the alternative, if they are fired or removed from their office, as the case may be, for cause, then 10 days following the date of their termination.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of which that stock option expired or terminated shall again be available to be granted pursuant to the 2007 Plan.

The number of Common Shares: (i) issued to insiders, within any one year period; and (ii) issuable to insiders at any time, under the 2007 Plan and under all our other security based compensation arrangements, if any, cannot exceed 10% of the number of Common Shares that are outstanding from time to time.

The 2007 Plan provides that other terms and conditions may be attached to a particular stock option.

Prior to the issuance of our Common Shares for any exercise of stock options, the Common Shares must be fully paid for. We will not provide financial support to assist holders in exercising their stock options.

The 2007 Plan provides that stock options may be granted to any person who is a director, employee, management company employee, consultant or officer as those terms are defined in the 2007 Plan. The directors may from time to time amend the 2007 Plan and may seek shareholder approval for such amendments as required by law or under the policies of the TSX and any regulatory authority. Disinterested shareholder approval must be obtained if we propose to decrease the exercise price of previously granted stock options to insiders and/or extend the term of any option held by an insider at the time of such extension.

As the 2007 Plan does not have a fixed maximum number of Common Shares issuable under it, the TSX requires that every three years after its institution, all unallocated options, rights or other entitlements under the 2007 Plan must be approved by a majority of Kimber's directors and the shareholders. Our insidersand their associates and affiliates entitled to receive a benefit under the 2007 Planare not entitled to vote on the shareholders’ resolutions unless the aggregate of Kimber’s Common Shares;

	i)	issued to Kimber’s insiders, within any one year period, and

	ii)	issuable to Kimber’s insiders, at any time,

under the 2007 Plan, or when combined with all of the Kimber’s other security based compensation arrangements, could not exceed 10% of Kimber’s total issued and outstanding Common Shares.

At the end of the financial year ended June 30, 2011 there were 2,235,483 Common Shares available for the granting of options under the 2007 Plan. During the year ended June 30, 2011 there were no changes in the exercise price of outstanding options.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of September 23, 2011, to the best of our knowledge the followingTable 13sets forth the number of Common Shares and the number of options and Warrants exercisable within 60 days of the date of this Annual Report beneficially held by each major shareholder, defined as beneficial owners of 5% or more of our issued and outstanding Common Shares. The table also sets forth the percentage of the Shares

outstanding, assuming exercise of all of the outstanding options and Warrants exercisable within 60 days of the date of this Annual Report held by such major shareholder:

Table 13

Major Shareholders


		Percent of Shares
		Outstanding (assuming
	No. of Shares and	exercise of such Major
Identity of Person or Group (Major	Exercisable Options	Shareholder’s Options and
Shareholder)	and Warrants	Warrants)
Craton Capital Precious Metal Fund	7,300,000	8.80%
James J. Puplava	6,485,630	7.82%
Fidelity Select Portfolios: Gold Portfolio	5,848,100	7.05%
Sprott Asset Management Inc.	5,630,198	6.79%

The Common Shares held by each of the major shareholders have the same voting rights as the Common Shares held by all our other shareholders. To the best of our knowledge, we are not owned or controlled, directly or indirectly, by another company, by any foreign government or by any other natural or legal person severally or jointly. To the best of our knowledge, there are no arrangements, the operation of which at a subsequent date will result in a change in control of the Company.

As of August 31, 2011, 61.6% of our outstanding Common Shares are registered in the name of 10 people and/or entities having addresses in Canada, and 37.6% of our Common Shares are registered in the name of 78 people and/or entities having addresses in the United States of America.

Voting Rights

The Company’s major shareholders do not have different voting rights from other shareholders.

Change of Control

To the best of our knowledge, there are no arrangements the operation of which may result in a change in control of the Company.

Control by Others

To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.

B. Related Party Transactions

None of our directors, officers or principal shareholders, nor any family members of our directors, officers or principal shareholders, have any material interest, direct or indirect in any transactions in which we participated during the period commencing July 1, 2010 and ending on the date hereof which transactions were material to us, or any of our subsidiaries, except as stated elsewhere in this Annual Report or as indicated below. See ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation. None of our directors, officers or principal shareholders, or family members of our directors, officers or principal shareholders, was involved in any transaction with us, or

any of our subsidiaries, that was unusual in its nature or conditions involving goods, services, or tangible or intangible assets except as herein disclosed.

Our directors and officers were paid an aggregate of $717,644 during the year ended June 30, 2011 for wages, directors’ fees, consulting, legal, accounting and administrative services. These transactions have occurred in the normal course of operations and were measured at the exchange amount, which is that amount of consideration established and agreed to by the related parties.

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Financial Statements

Attached hereto in Item 18 – FINANCIAL STATEMENTS, are our audited consolidated financial statements for the years ended June 30, 2011, June 30, 2010, and June 30, 2009 which were prepared by management

Legal Proceedings

There are no legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on our financial position or profitability. There are no legal proceedings to which we are a party, nor to the best of our knowledge are any legal proceedings contemplated except as may be herein disclosed.

Dividend Policy

We have not paid dividends in the past and we have no present intention of paying dividends on our Common Shares as we anticipate that all available funds will be invested to finance the growth of our business. Our directors will determine if and when dividends should be declared and paid in the future based upon our financial position at the relevant time. Our Common Shares are entitled to an equal share of any dividends declared and paid.

B. Significant Changes

On July 26, 2011 Kimber announced the closing of a bought deal private placement. Pursuant to this financing, Kimber issued 5,060,000 common shares at a price of $1.60 per share for gross proceeds of $8,096,000. The underwriters were paid a cash commission of 6.5% of the gross proceeds. The Company intends to use the net proceeds of the offering for exploration and development of the Monterde Property, including a pre-feasibility study and continued drilling, and for general corporate and working capital purposes.

ITEM 9. THE OFFER AND LISTING

A. The Offer and Listing Details

Our Common Shares trade on the TSX under symbol “KBR” and on the AMEX under symbol “KBX”. Our Common Shares have traded on the TSX since June 18, 2004 and on the AMEX since December 22, 2005. The following table sets forth the high and low closing prices in Canadian dollars of our Common

Shares traded on the TSX, and in United States dollars on the AMEX. The information contained in the following tables is taken from the yahoo website at http://ca.finance.yahoo.com/.

The followingTable 14outlines the annual high and low market prices for the five most recent fiscal periods:

Table 14

High/Low Market Prices for the Five Most Recent Fiscal Periods


TSX
		High	Low
	2011	$1.90	$0.65
	2010	$1.82	$0.54
	2009	$1.60	$0.53
	2008	$1.98	$0.62
	2007	$2.79	$1.34
AMEX
		High	Low
	2011	US$1.99	US$0.62
	2010	US$1.80	US$0.45
	2009	US$1.65	US$0.40
	2008	US$1.96	US$0.64
	2007	US$2.59	US$1.25

The followingTable 15outlines the high and low market prices for each fiscal financial quarter for the two most recent fiscal periods and any subsequent period:

Table 15

High/Low Market Prices for Each Fiscal Financial Quarter for The Two Most Recent Fiscal Periods


TSX
		High	Low
	2011
	Q4	$1.90	$1.10
	Q3	$1.75	$1.12
	Q2	$1.61	$0.94
	Q1	$0.95	$0.65
	2010
	Q4	$1.29	$0.80
	Q3	$1.45	$0.91
	Q2	$1.82	$0.67
	Q1	$0.79	$0.54
AMEX
		High	Low
	2011
	Q4	US$1.99	US$1.15
	Q3	US$1.79	US$1.12
	Q2	US$1.62	US$0.91
	Q1	US$0.93	US$0.62
	2010
	Q4	US$1.27	US$0.76
	Q3	US$1.42	US$0.88
	Q2	US$1.80	US$0.59
	Q1	US$0.78	US$0.45

The followingTable 16outlines the high and low market prices for each of the most recent six months (to August 31, 2011):

Table 16

High/Low Market Prices For Each Of The Most Recent Six Months


TSX
		High	Low
	August, 2011	$1.90	$1.50
	July, 2011	$2.01	$1.61
	June, 2011	$1.75	$1.35
	May, 2011	$1.65	$1.10
	April, 2011	$1.90	$1.48
	March, 2011	$1.75	$1.35

AMEX
		High	Low
	August, 2011	US$1.99	US$1.50
	July, 2011	US$2.09	US$1.70
	June, 2011	US$1.83	US$1.39
	May, 2011	US$1.74	US$1.15
	April, 2011	US$1.99	US$1.54
	March, 2011	US$1.79	US$1.36

The closing price of the Common Shares on the TSX was $1.47 per Common Share and on the AMEX was US$1.38 per Common Share on September 23, 2011.

B. Plan of Distribution

Not Applicable.

C. Markets

Our Common Shares trade on the TSX under symbol “KBR” and on the AMEX under symbol “KBX”. Our Shares have traded on the TSX since June 18, 2004 and on the AMEX since December 22, 2005.

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expense of the issue

Not Applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not Applicable

B. Notice of Articles and Articles.

See ITEM 19. EXHIBITS for a copy of the Kimber’s Articles.

Objects and Purposes of Kimber

Our charter documents place no restrictions upon our objects and purposes.

Directors’ Powers

Section 17.4 of our Articles (the “Articles”) provides that a director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act (British Columbia). Furthermore, section 17.2 provides that a director who holds a disclosable interest (as that term is defined in the Business Corporations Act)in a contract or transaction into which we have entered or propose to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

Section 18.10 of the Articles provides that the quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

Section 13.5 of the Articles provides that the directors are entitled to the remuneration for acting as directors as the directors may determine from time to time. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. There are no restrictions in the Articles upon the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

Our borrowing powers are set out in Article 8 of the Articles. If authorized by the directors, we may:

	a)	borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

	b)	issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

	c)	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

	d)	mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of our present and future assets and undertaking.

The borrowing powers set forth in the Articles can be varied by amending the Articles. Section 9.4 of the Articles and Section 259 of the Business Corporations Act (British Columbia) have the effect of requiring a special resolution to be adopted by the shareholders and a notice of alteration to the notice of articles to be filed with the Registrar of Companies for the Province of British Columbia to amend the Articles. A special resolution is a resolution passed by a majority of not less than three quarters of the votes cast by those members of a company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or consented to in writing by every member of the Company who would have been entitled to vote in person or by proxy at a general meeting. Under the Business Corporations Act (British

Columbia), an ordinary resolution of shareholders requires approval by a majority of the votes cast at a meeting of shareholders, present in person or represented by proxy.

Qualifications of Directors

There is no provision in the Articles imposing a requirement for retirement or non-retirement of directors under an age limit requirement.

Section 13.4 of the Articles provides that a director is not required to hold a Common Share as qualification for his or her office but must be qualified as required by the Business Corporations Act (British Columbia) to become, act or continue to act as a director. Section 124(2) of the Business Corporations Act (British Columbia) provides that no person is qualified to act as a director if that person is:

	(a)	under the age of 18 years;

	(b)	found to be incapable of managing the person’s own affairs;

	(c)	an undischarged bankrupt;

	(d)	convicted of an offence in connection with the promotion, formation or management of a corporation, or unincorporated business, or involving fraud, unless:

	i)	the court orders otherwise;

	ii)	5 years have elapsed since the expiration of the period set for suspension of the passing of sentence without sentencing or since a fine was imposed, or the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest;

	iii)	a pardon was granted under theCriminal Records Act(Canada).

Every person who acts as a director of a company and who is not qualified to act as a director under section 124(2) commits an offence.

Sections 14.10 and 14.11 of the Articles provides for the removal of a director. The shareholders may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. Further, the directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy

Share Rights

All of our authorized shares of Common Stock are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets and in all other respects, on liquidation, dissolution or winding up, whether voluntary or involuntary, or any other distribution of our assets among its shareholders for the purpose of winding up its affairs after we have paid out our liabilities. The issued Common Shares are not subject to call or assessment rights or any pre-emptive or conversion rights. The holders of Common Shares are entitled to one vote for each Common Share on all matters to be voted on by the shareholders. The directors have staggered terms of office but there are no cumulative voting rights. There are no provisions for redemption, purchase for cancellation, surrender or purchase funds.

Pursuant to section 61 of the Business Corporations Act (British Columbia) the rights attached to an issued class or series of shares must not be prejudiced or interfered with, unless the consent by a special

separate resolution of the holders of the class or series of shares, as the case may be, is obtained. A special resolution requires a majority of 75% of the votes cast.

Meetings

Section 182(1) of the Business Corporations Act (British Columbia) provides that we must hold an annual general meeting at least once in every calendar year and not more than 15 months after the date that the last annual general meeting was held. Under section 10.4 of our Articles we must give our members entitled to receive notice of a general meeting not less than 21 days’ notice of any general meeting. Section 169(1) of the Business Corporations Act (British Columbia) provides that the notice of a general meeting be sent not more than 2 months before the meeting. The directors of a public company are required to provide, in addition to the notice of a general meeting, a form of proxy for use by every member entitled to vote at such meeting as well as an information circular containing prescribed information regarding the matters to be dealt with and conduct of the general meeting. Prior to each annual general meeting of its shareholders our directors must place before the shareholders comparative financial statements, made up to a date not more than 6 months before the annual general meeting, and the report of the auditor.

Section 167(2) of the Business Corporations Act (British Columbia) provides that shareholders of a company holding not less than 1/20 of the issued shares of the company may requisition the holding of a general meeting by delivering or sending notice to the company in accordance with the provisions of the Business Corporations Act (British Columbia).

Limitations on Ownership of Securities

There are no limitations on the right to own securities, imposed by foreign law or by our charter or other constating document.

The Investment Canada Act (the “Act”), enacted on June 20, 1985, applies to any “acquisition of control” of Canadian businesses by non-Canadians, as defined in the Act. Certain acquisitions of control, discussed below, are reviewed by the Government of Canada. The term “acquisition of control” includes, among other things, the acquisition of all or substantially all of the assets used in carrying on the Canadian business, the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business or the acquisition of the voting interests of an entity carrying on the Canadian business. The acquisition of the majority of the outstanding shares of an entity (a trust, joint venture, limited partnership or corporation) is deemed to be an “acquisition of control” of that entity. The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an “acquisition of control” of a corporation unless it can be established that the purchaser does not in fact control the corporation through the ownership of voting shares.

Subject to the comments below on World Trade Organization (“WTO”) investors, a direct acquisition of a Canadian business with assets of C$5,000,000 or more, or any indirect acquisition of a Canadian business (i.e.,the acquisition of a Canadian entity as a result of the acquisition of its non-Canadian corporate parent) where the purchaser acquires control of entities in Canada having assets valued at C$50,000,000 or more is reviewable. In addition, acquisitions or the establishment of new businesses in designated types of business activities related to Canada’s cultural heritage or national identity could be reviewed if the Government of Canada considers that it is in the public interest to do so, and in some circumstances may be prohibited.

The Act was amended with the implementation of the Agreement establishing the WTO to provide for special higher review thresholds for “WTO investors”, as defined in the Act. “WTO investor” includes (i) an individual, other than a Canadian, who is a national of a WTO member (such as the United States), or who has the right of permanent residence in relation to that WTO member, (ii) governments of WTO members, and (iii) entities that are not Canadian-controlled, but which are WTO investor controlled, as determined by rules specified in the Act. The higher review thresholds for WTO investors do not apply,

and the general rules described above do apply, to the acquisition of control of a Canadian business carrying on cultural activities. If the WTO investor rules apply and Kimber is not engaged at the time of the investment in a cultural business, an investment in the Common Shares of Kimber by or from a WTO investor will be reviewable only if it is an investment to acquire control of Kimber and the value of the assets of Kimber is equal to or greater than a specified amount (the “WTO Review Threshold”). The 2010 WTO Review Threshold is currently C$299,000,000. It has been proposed that the WTO Review Threshold will increase to C$600,000,000 in “enterprise value” when new regulations defining “enterprise value” are implemented pursuant to amendments to the Act which came into force on March 12, 2009, however draft regulations have yet to be passed.

If any non-Canadian, whether or not a WTO investor, acquires control of Kimber, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment. This notification may be filed up to 30 days following the acquisition. (A non-Canadian, whether or not a WTO investor, is also required to provide a notice to the government on the establishment of a new Canadian business.) If at the time of a proposed acquisition of the Company, we are engaged in a prescribed type of business activity related to Canada’s cultural heritage or national identity, and if the Canadian government considers it to be in the public interest to do so, then the Canadian government may give notice in writing within 21 days of the filing of the notification, requiring the investment to be reviewed.

If an investment is reviewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the Act (the “Director”)priorto the investment taking place and the investment may not be consummated until the review has been completed and the Minister (a person designated as such under the Act) is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada. There are, however, certain exceptions. Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning investments in a cultural sector business that are reviewable only pursuant to a Cabinet order are required upon receipt of a notice for review. In addition, the Minister (a person designated as such under the Act) may permit an investment to be consummated prior to completion of the review, if he is satisfied that delay would cause undue hardship to the acquiror or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquiror and any representations submitted to the Director by a province that is likely to be significantly affected by the investment.

The Minister will then determine whether the investment is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant. Some of the factors to be considered are (i) the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada; (ii) the effect of the investment on exports from Canada; (iii) the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms or would form a part; (iv) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada; (v) the effect of the investment on competition within any industry or industries in Canada; (vi) the compatibility of the investment with national industrial, economic and cultural policies taking into consideration industrial, economic and cultural objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and (vii) the contribution of the investment to Canada’s ability to compete in world markets. Investments by foreign state-owned enterprises or sovereign wealth funds may be subject to additional scrutiny in respect of such factors as their commercial orientation and corporate governance practices including commitment to transparency and disclosure, pursuant to guidelines issued in December 2007 on state-owned investment.

The Act sets certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, if the new national security review process has not been triggered, the Minister must notify the acquiror that (a) he is satisfied that the investment is likely to be of net benefit to Canada, or (b) he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquiror agrees to a longer period), or (c) he is not satisfied that the investment is likely to be of net benefit to Canada. If the Minister does not send the notice in (a), (b) or (c), then the Minister is deemed to have approved the transaction.

Where the Minister has advised the acquiror that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquiror has the right to make representations and submit undertakings within 30 days of the date of the notice (or any further period that is agreed upon between the acquiror and the Minister). On the expiration of the 30 day period (or the agreed extension), the Minister must quickly notify the acquiror (i) that he is now satisfied that the investment is likely to be of net benefit to Canada or (ii) that he is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the acquiror may not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.

The Act was amended in March 2009 to add a new process for screening foreign investments to determine whether they are potentially “injurious to national security”. If the Government concludes that there is such a threat, the Government can prohibit or attach conditions to a foreign “investment” (e.g.,an investment in an existing Canadian business or the establishment of a new Canadian business) or if the investment is already completed, the Government may order the divestiture of a Canadian business.

The new national security review process is in addition to the existing requirements for Ministerial approval of foreign acquisitions of control of Canadian businesses (meeting certain monetary thresholds) on the basis that they are of “net benefit to Canada”. Moreover, it is important to note that the national security review process applies not only to acquisitions of control but also to minority investments and smaller transactions that do not exceed the review thresholds described above.

On September 17, 2009 regulations setting out the timelines for each step of the national security review process were proclaimed in force. However, as each individual step may involve a number of possible outcomes, it is difficult to predict the length of time a national security review would take. Nevertheless, it is clear that the national security review process could add significant delays to the time required for obtaining regulatory approvals for transactions if the maximum prescribed periods are fully utilized. Furthermore, the national security review process will delay the investment review process described above as the Minister will not give a “net benefit” ruling unless the national security process has been completed.

The Act provides civil remedies for non-compliance with any provision. There are also criminal penalties for breach of confidentiality or providing false information.

Change in Control of Registrant

No provision of our Articles or other constating documents would have the effect of delaying, deferring, or preventing a change in control of the Company, and operate only with respect to a merger, acquisition or corporate restructuring involving Kimber or any of its subsidiaries.

Ownership Threshold

There are no provisions of our Articles or other constating documents governing the ownership threshold above which shareholder ownership must be disclosed. Under applicable Canadian securities laws, beneficial holders of 10% or more of the Company’s Common Shares are required to file insider reports with the Canadian securities regulators.

C. Material Contracts

Our material contracts are listed under “ITEM 19. EXHIBITS” and copies are appended to this Annual Report. A summary of each material contract, other than contracts entered into in the ordinary course of business is included in “ITEM 19. EXHIBITS” below.

D. Exchange Controls

Canada has no system of exchange controls. There are no exchange restrictions on borrowing from foreign countries, nor on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlement of trade debts, or the repatriation of capital. Any such remittances to United States residents, however, may be subject to a withholding tax pursuant to the Canadian Income Tax Act as modified by the reciprocal tax treaty between Canada and the United States. Refer to “ITEM 10. E. ADDITIONAL INFORMATION - Taxation”.

E. Taxation

A brief description of certain provisions of the tax treaty between Canada and the United States (the “Convention”) is included below, together with a brief outline of certain Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) (the “Canadian Tax Act”), including withholding provisions, generally applicable to a holder of our Common Shares who, for the purposes of the Canadian Tax Act and the Convention, is not resident in Canada but is resident in the United States. This summary is not exhaustive of all of the Canadian federal income tax considerations nor does it take into account or anticipate any provincial, territorial or foreign tax considerations arising from the acquisition, ownership or disposition of our Common Shares.

The following information is general and security holders should seek the advice of their own tax advisors, tax counsel or accountants with respect to an investment in the common shares of Kimber having regard to their particular circumstances. No opinion was requested by us, or is provided by our legal counsel and/or auditors.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of our Common Shares for a shareholder of Kimber who, for the purposes of the Tax Act and the Convention, and at all relevant times, is not resident in Canada but is resident in the United States, is entitled to full benefits under the Convention and will acquire and hold our Common Shares as capital property (a “Non-Resident”). This summary does not apply to a shareholder who within the last 12 months has carried on business in Canada through a “permanent establishment” situated in Canada or who has a fixed base in Canada for the purposes of performing independent personal services if the shareholder’s Common Shares of Kimber form part of the business property of such permanent establishment or pertain to such fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder in force as of the date hereof and on an understanding of the current published administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is of a general nature only and is not a substitute for independent advice from a shareholder’s own Canadian and U.S. tax advisors.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Convention.

Dividends on Common Shares

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent of the gross amount of dividends paid or deemed to have been paid to such non-resident by a corporation resident in Canada. The Convention limits the rate to 15 percent for a Non-Resident if the dividends are beneficially owned by and paid to such Non-Resident and limits the rate to 5 percent if the Non-Resident is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which our paid-up capital (for the purposes of the Canadian Tax Act) had increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the United States and is exempt from income tax under the laws of the United States.

The withholding tax payable on dividends is to be withheld at source by us or people acting on our behalf. We are liable for the amount of the tax, penalties and interest if we fail to so withhold. The shareholder is liable in any event if we fail to withhold.

Dispositions of Common Shares

On the basis that the Common Shares do not derive their value principally from real property situated in Canada, a Non-Resident will generally not be liable to Canadian income tax on the gain, if any, arising as a result of a disposition or deemed disposition of a Common Share.

F. Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of Common Shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of Common Shares.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the U.S.;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or by attribution) 10% or more of the total combined voting

power of the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Common Shares in connection with carrying on a business in Canada; (d) persons whose Common Shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of Common Shares.

If an entity or arrangement that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partner. Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares.

Passive Foreign Investment Company Rules

If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any year during a U.S. Holder’s holding period, then certain different and potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of Common Shares. In addition, in any year in which the Company is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. This new filing requirement is in addition to pre-existing reporting obligations that may apply to a U.S. Holder if the Company were classified as a PFIC. Pursuant to recent IRS guidance, this new filing requirement has been temporarily suspended in certain (but not all) cases pending release of revised IRS Form 8621. Additional guidance is also expected regarding the specific information that will be required to be reported on revised IRS Form 8621. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file a revised IRS Form 8621 (after such form is released) for prior taxable years in which the obligation to file such form was suspended.

PFIC Status of the Company

The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b)

received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

In addition, under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of the stock of any subsidiary of the Company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC.

The Company believes that it was classified as a PFIC during the tax year ended June 30, 2011, and based on current business plans and financial expectations, the Company may qualify as a PFIC in subsequent tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or a Subsidiary PFIC) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any Subsidiary PFIC.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.” A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution received on the Common Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective Common Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be

taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such Common Shares were sold on the last day of the last tax year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its Common Shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its Common Shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the Common Shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder also makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold for their fair market value on the day the QEF Election is effective.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their Common

Shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the Common Shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect to its Common Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such Common Shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the Common Shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares, over (b) the fair market value of such Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the Common Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Common Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.”

Distributions on Common Shares

Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares. (See “ Sale or Other Taxable Disposition of Common Shares” below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on Common Shares generally will not be eligible for the “dividends received deduction”. In addition, the Company does not anticipate that its distributions will constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder's tax basis in such Common Shares sold or otherwise disposed of. Subject to the PFIC rules discussed above, gain or

loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Common Shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Additional Considerations

Additional Tax on Passive Income

For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in a trade or business). U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Common Shares.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.Foreign Tax CreditSubject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at a domestic financial institution. However, pursuant to recent IRS guidance, these new reporting requirements have been temporarily suspended pending release of IRS Form 8938. Additional guidance is also expected regarding the specific information that will be required to be reported on IRS Form 8938. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns under these rules, including the requirement to file an IRS Form 8938 (after such form is released) for prior tax years in which the obligation to file such form was suspended.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

F. Dividends and Paying Agents

Not Applicable.

G. Statement by Experts

Not Applicable.

H. Documents on Display

The documents described herein may be inspected at our head office, Suite 215 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, during normal business hours.

The current Annual Report, including all exhibits has been filed with the Securities and Exchange Commission and it is available for review in the Commission’s public reference room or on the Commission’s website atwww.sec.gov.

You may review a copy of our filings with the SEC, including exhibits and schedules filed with it, in the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 or the Conventional Reading Rooms’ Headquarters Office at 212-551-8090 for further information on the public reference rooms. The SEC maintains a web site (www.sec.gov) that contains

reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

I. Subsidiary Information

Not Applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In summary, the principal market risks which we are exposed to are changes in the price of gold and silver and adverse movements in foreign exchange rates. We use the Canadian dollar as our reporting currency and are therefore exposed to foreign exchange movements against the Canadian dollar of the United States Dollar and the Mexican Peso. For more detailed disclosure of industry risks please see above ITEM 3. D. KEY INFORMATION - Risk Factors - Industry Risks.

During the financial year and up to the date of this report we have not used financial instruments to reduce our exposure to market risks. Additional disclosure on financial instruments held by us at June 30, 2011 is contained in note 12 ‘Financial instruments’ to the consolidated financial statements.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. to C.

Not Applicable.

D. American Depositary Receipts

We do not have securities registered as American Depositary Receipts.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A. to D.

None.

E. Use of Proceeds

Not Applicable.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934) as of June 30, 2011.

100

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2011.

B. Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2011. In making its assessment of internal control over financial reporting, our management used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that our internal control over financial reporting was effective.

We engaged Deloitte & Touche LLP, independent registered chartered accountants, to audit the effectiveness of our internal control over financial reporting as of June 30, 2011. The results of that audit are included in the attestation report included in the financial statements section of this Annual Report.

C. Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the financial year ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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Donald Young serves as chair of the Audit Committee of our Board of Directors. The Board of Directors has determined that Donald Young satisfies the criteria for an audit committee financial expert under the Securities Exchange Act. The SEC has indicated that the designation of Donald Young as an audit committee financial expert does not make Donald Young an “expert” for any purpose, impose any duties, obligations or liability on Donald Young that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee. Mr. Young is “independent” as defined in Section 803 of the listing standards of the AMEX.

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct is available on our website at www.kimberresources.com. We will disclose any amendment to a provision of the Code of Conduct or any waiver granted from a provision of the Code of Conduct on our website, as provided above, within five days of the occurrence of such event.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

On September 18, 2008 the Board of Directors, proposed Deloitte & Touche LLP, (“Deloitte”) as our independent registered chartered accountants, a proposal which was subsequently ratified by our shareholders. Deloitte & Touche LLP, independent registered chartered accountants were subsequently reappointed as our auditors for the financial year ending June 30, 2011

Fees Paid to Auditor


		Fees for 2011		Fees for 2010
		($)		($)

Audit Fees	$	150,700	$	148,050
Audit Related Fees		10,000		-
Tax Fees		40,200		19,000
All Other Fees		-		-
Totals	$	200,900	$	167,050

"Audit Fees" represent fees for the audit of the Corporation's consolidated annual financial statements, review of the Corporation's interim financial statements, review in connection with regulatory financial filings and attendance at Audit Committee meetings and discussions with management. “Audit-Related Fees” are comprised of fees for assurance and related services that are reasonably related to the audit or the review of the financial statements. In 2010 there were no "Audit Related Fees" that are not included in “Audit Fees”. In 2011 “Audit Related Fees” of $10,000 were incurred for IFRS advisory services. "Tax Fees" represent fees for preparation of Canadian corporate income tax returns, Information Returns in Respect of Controlled Foreign Affiliates and forms in respect of Transactions with Non-Resident Persons.

Pre-approval of Fees and Independence of Auditor

The Securities and Exchange Commission requires that before our independent auditors are engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be approved by the audit committee; or entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management. Under the audit committee’s policies, it pre-approves all services provided by our independent auditors. In the years ended June 30,

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2011 and June 30, 2010, the audit committee pre-approved all services provided by our independent auditors.

The audit committee considers the nature and amount of the fees billed by Deloitte and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Deloitte’s independence.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G. CORPORATE GOVERNANCE

Our common shares are listed on the AMEX. Section 110 of the AMEX Company Guide permits the AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which our governance practices differ from those followed by domestic companies pursuant to AMEX standards is as follows:

Shareholder Meeting Quorum Requirement: The AMEX minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on AMEX is required to state its quorum requirement in its bylaws. Our quorum requirement is set forth in its Articles. A quorum for a meeting of our shareholders is two persons present being, or representing by proxy, shareholders holding at least 5% of the issued shares of the Company entitled to vote at the meeting

Proxy Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and our equity securities are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. We solicit proxies in accordance with applicable rules and regulations in Canada.

The foregoing is consistent with the laws, customs and practices in Canada.

PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has elected to prepare its financial statements in accordance with Item 18.

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ITEM 18. FINANCIAL STATEMENTS

The financial statements were prepared in accordance with Canadian GAAP and are presented in Canadian dollars. There are material differences between U.S. GAAP and Canadian GAAP.

The consolidated financial statements are in the following order:


	1.	Consolidated Balance Sheets;
	2.	Consolidated Statements of Operations and Comprehensive Loss;
	3.	Consolidated Statement of Shareholders’ Equity;
	4.	Consolidated Statements of Cash Flows; and
	5.	Notes to the Consolidated Financial Statements.

ITEM 19. EXHIBITS

The exhibits included in this Annual Report are in the following order:


1.	Articles of Incorporation and Bylaws

The Amended Articles approved by our shareholders on December 12, 2007 contained in our Annual Report filed with the SEC on September 30, 2008 are incorporated by reference.


2.	Material Contracts

Except for contracts made in the ordinary course of our business, the following are the material contracts to be performed in whole or in part on or after the date of filing this Annual Report or entered into by us or any of our subsidiaries within two years before the date of this Annual Report:


	(1)	Carried Interest Agreement dated February 18, 2000 among Kimber, Thorne International Ltd. and Minera Ayutla S. A. de C. V. This agreement provides that Thorne and Ayutla will give assistance to us in the acquisition of the Monterde Property and the provision of Common Shares to them, which has been completed. If we elect to abandon the Monterde Property we have an obligation to convey it to Thorne and Ayutla.¹

	(2)	Temporary Occupation of Ejido Land Agreement dated July 13, 2003 between the Ejido Monterde, represented by the members of its board of directors, Blas Quezada Ozuna, Ramon Balois Munoz, Miguel Palacios Trias, and Manuel Quezada Ponce and Minera Monterde. This agreement grants Minera Monterde the right to use and occupy Ejido Monterde lands for the purpose of exploration, development and mining. Minera Monterde has the obligation to pay annual rent to the Ejido Monterde at an annual rate to be established by the Mexican governments Institute for the Administration Appraisal of National Assets (“INDABIN”).¹

	(3)	Transfer Agent, Registrar and Dividend Disbursing Agent Agreement dated as of the 29th day of April 2002 between Kimber and Computershare Trust Company of Canada. This agreement provides for the provision of transfer agent services by Computershare Investor Services Inc., the successor company to Computershare Trust Company of Canada.¹

	(4)	Stock Option Plan dated for reference March 28, 2002, as amended by Shareholder resolutions passed December 10, 2003. This stock option plan was established to recognize contributions made by directors, officers, employees, management company employees and consultants and to create an incentive for their continuing relationship with the Company. It provides that our Board of Directors may grant 5,294,613 stock options to such directors, officers, employees, management company employees and

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consultants upon the terms set forth in the Plan. This stock option plan has been superseded by the 2007 Plan approved by the shareholders on December 12, 2007.¹


	(5)	Stock Option Agreements between Kimber and various directors, consultants, employees and officers of and to us. Samples of the various standard form option agreements are attached. The agreements set forth the terms of the stock option grants to each individual who has an option agreement with us.¹

	(6)	Listing Agreement dated June 11, 2004 between the Toronto Stock Exchange, the “TSX”, and Kimber. This agreement provides for the listing of the Common Shares on the Toronto Stock Exchange and our agreement to abide by the rules of the TSX and to pay the TSX fees payable from time to time.¹

	(7)	Temporary Occupation of Ejido Land Agreement dated May 7, 2006 between the Ejido Ocobiachi, represented by the members of its board of directors, Octavio Castro Marquez, Guadalupe Ortiz Rivas, and the President of its Supervisory Board, Fernando Trias Aranda and Minera Monterde. This agreement grants Minera Monterde the right to use and occupy Ejido Ocobiachi lands for the purpose of exploration, development and mining for a period of 30 years from the date of the agreement. Minera Monterde has the obligation to pay annual rent to the Ejido Ocobiachi at an annual rate to be established by the Mexican governments Institute for the Administration Appraisal of National Assets (“INDABIN”).²

	(8)	Change of Control Agreement dated April 26, 2007 between Gordon Cummings and Kimber. See ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation of this Annual Report.³

	(9)	Employment Agreement dated September 25, 2007 between Gordon Cummings and Kimber. See ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation of this Annual Report.³

	(10)	Employment Agreement dated November 21, 2007 between Lyn B. Davies and Kimber. See ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation of this Annual Report.⁴

	(11)	Employment Agreement dated November 18, 2007 between P. Marius Maré and Kimber. See ITEM 6. B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Compensation of this Annual Report.⁴

	(12)	Kimber Resources Inc. 2007 Stock Option Plan approved by Shareholder resolutions on December 12, 2007. This stock option plan was established to superseded the 2002 Plan and provide an incentive to attract and retain employees and others engaged in providing service to the Company. It provides that our Board of Directors may grant stock options up to 10% of our Common Shares issued and outstanding from time to time less the number of options to acquire Common Shares that remain outstanding under all existing option agreements under the 2002 Plan.⁴

	(13)	Consulting Agreement dated February 1, 2008 between JB Engineering Ltd. and Kimber. This agreement provides that Mr. Richards will supply us with engineering and other project related services in connection with our projects at a rate of $100 per hour.⁴Effective October 1, 2010 this rate was increases to $150 per hour.

	(14)	Stock Option Agreement between Kimber and optionee pursuant to the Kimber Resources Inc. 2007 Stock Option Plan. An unsigned copy of the standard form option

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agreement is attached. The agreement sets forth the standard terms of the stock option grant to each individual who has an option agreement with us. The terms of a specific agreement may differ depending on terms established by the Board of Directors.⁴


	(15)	Amending Agreement to Temporary Occupation of Ejido Land Agreement dated January 30, 2005 between between the Ejido Monterde, represented by Blas Quezada Ozuna, Ramon Balois Munoz and Miguel Quintero Rivas acting as President, Secretary and Treasurer respectively of the Ejido Board and Miguel Palacios Trias, acting as President of the Supervisory Board, and Minera Monterde. This agreement amends the area of land covered by the agreement and fixes the right to use and occupy Ejido Monterde lands for the purpose of exploration, development and mining for a period of 30 years from July 13, 2003.⁴

	(16)	Loan Agreement made as of January 1, 2006 and executed June 18, 2009 between Kimber and Minera Monterde providing the terms upon which loans have been made and will be made by us to Minera Monterde.⁵

	(17)	Loan Agreement made as of April 18, 2008 and executed June 18, 2009 between Kimber and Minera Pericones providing the terms upon which loans have been made and will be made by us to Minera Pericones.⁵

	(18)	Temporary Occupation Agreement dated April 27, 2009 between Irinea Plata Gomez and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Irinea Plata Gomez for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 700 pesos per hectare, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(19)	Temporary Occupation Agreement dated April 26, 2009 between Rosa Lidia Jurado Arce and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Rosa Lidia Jurado Arce for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 300 pesos per hectare, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(20)	Temporary Occupation Agreement dated April 27, 2009 between Refugio Velazquez Luvianos and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Refugio Velazquez Luvianos for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 5,000 pesos, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(21)	Temporary Occupation Agreement dated April 27, 2009 between Rigoberto Lopez Rivera and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Rigoberto Lopez Rivera for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 500 pesos per hectare, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(22)	Temporary Occupation Agreement dated April 27, 2009 between Juan Saucedo Solis and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Juan Saucedo Solis for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the

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obligation to pay annual rent of 5,000 pesos, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵


	(23)	Temporary Occupation Agreement dated June 24, 2009 between Francisco Morales Anacleto, Monico Morales Anacleto and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Francisco Morales Anacleto and Monico Morales Anacleto for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 5,000 pesos, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(24)	Temporary Occupation Agreement dated May, 2009 between Rivera Hernandez Ema and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Rivera Hernandez Ema for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 666.70 pesos per hectare, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(25)	Temporary Occupation Agreement dated May 28, 2009 between Moises Plata Jaimes and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Moises Plata Jaimes for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 500 pesos per hectare, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(26)	Temporary Occupation Agreement dated June 24, 2009 between Roberto Anacleto Catalino Octaviano and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Roberto Anacleto Catalino Octaviano for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 5,000 pesos, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(27)	Temporary Occupation Agreement dated June 24, 2009 between Alicia Eusebio Secundino and Minera Pericones. This agreement grants Minera Pericones the right to use and occupy lands held by Alicia Eusebio Secundino for the purpose of exploration, development and mining for a period of 25 years from the date of the agreement. Minera Pericones has the obligation to pay annual rent of 5,000 pesos, subject to adjustment based on the previous year’s consumer price index, for the area occupied.⁵

	(28)	Assignment of Mining Concessions Rights and Obligations Agreement dated November 17, 2009 between Javier Orpinel Guerra, as “Assignor” and Minera Monterde as “Assignee”, pursuant to which the Assignor assigned to Minera Monterde a 100% interest in and to the San Francisco Concession for the total purchase price of US$75,000 payable $US$15,000 upon signing of the agreement and the balance of US$60,000 by March 31, 2010 and which was paid to the Assignor on January 15, 2010.⁹

	(29)	Mining Services Agreement between Minera Monterde and Kimber Resources de Mexico dated as of January 1, 2009 pursuant to which Kimber Resources de Mexico agreed to provide mining and personnel services to Minera Monterde at cost plus 6% of gross invoiced amount for operating and administrative expenses incurred by Kimber Resources de Mexico.⁹

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	(30)	Mining Services Agreement between Minera Pericones and Kimber Resources de Mexico dated as of January 1, 2009 pursuant to which Kimber Resources de Mexico agreed to provide mining and personnel services to Minera Pericones at cost plus 6% of gross invoiced amount for operating and administrative expenses incurred by Kimber Resources de Mexico.⁹

	(31)	Director and Officer indemnification agreement dated September 13, 2010 between Kimber Resources Inc. and Kimber’s Directors and Officers.⁹

	(32)	Drilling services contract between Kimber Resources de Mexico and Major Drilling de Mexico dated January 9, 2011. The contract details the terms and conditions for a 30,000 metre drilling program initiated in January 2011. On February 16, 2011 the contract was assigned from Kimber de Mexico to Minera Monterde.

¹These material contracts are incorporated by reference to our Form 20-F filed with the SEC on May 13, 2005.

²This material contract is incorporated by reference to our Form 20-F filed with the SEC on September 29, 2006.

³These material contracts are incorporated by reference to our Form 20-F filed with the SEC on October 1, 2007.

⁴These material contracts are incorporated by reference to our Form 20-F filed with the SEC on September 30, 2008.

⁵These material contracts are incorporated by reference to our Form 20-F filed with the SEC on September 29, 2009.

⁶This material contract is incorporated by reference to our Form 6-K filed with the SEC on February 4, 2010.

⁷These material contracts are incorporated by reference to our Free Writing Prospectuses filed with the SEC on February 4, 2010 and February 5, 2010.

⁸These material contracts are incorporated by reference to our Free Writing Prospectus filed with the SEC on March 3, 2010.

⁹These material contracts are incorporated by reference to our Form 20-F filed with the SEC on September 28, 2010.


3.	Subsidiaries

The following is information regarding our wholly owned subsidiaries:


Business	Jurisdiction of	Office
Name	Incorporation	Address	Telephone
Minera Monterde, S.	Mexico	Calle la Salle # 3230	52-614-410-8344
de R.L. de C.V.		Fracc. Lomas la Salle
		Chihuahua, Chih.
		CP 31214, Mexico

Kimber Resources de	Mexico	Calle la Salle # 3230	52-614-410-8344
Mexico, S.A. de C.V.		Fracc. Lomas la Salle
		Chihuahua, Chih.
		CP 31214, Mexico

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Business	Jurisdiction of	Office
Name	Incorporation	Address	Telephone

Minera Pericones,	Mexico	Calle la Salle # 3230	52-614-410-8344
S.A. de C.V.		Fracc. Lomas la Salle
		Chihuahua, Chih.
		CP 31214, Mexico


4.	Certifications


	a.	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	b.	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


5.	Section 18 U.S.C. Section 1350 Certification

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350


6.	Consents

Consent of Independent Registered Chartered Accountants.

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SIGNATURE PAGE

Pursuant to the requirements of Section 12 of theSecurities Exchange Act of 1934,Kimber Resources Inc. certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 27, 2011

On Behalf ofKIMBER RESOURCES INC.,

“/s/Gordon Cummings”
Gordon Cummings
President, Chief Executive Officer and Director

“/s/Lyn Davies”
Lyn Davies
Chief Financial Officer

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Litigous
Readability	8th grade Avg

Kimber Resources (KBXRF) Inactive 20-F2011 FY Annual report (foreign)

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