Kimber Resources 20F 2012 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, 2012

[ ] 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 THE SECURITIES 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 COMPANYCONTACT 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 MKT

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:82,459,937 COMMON SHARES AS AT JUNE 30, 2012

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[ X ]	Other[ ]
	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[ ] 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	15
C. Reasons for the Offer and Use of Proceeds	15
D. Risk Factors	15
ITEM 4. INFORMATION ON KIMBER	25
A. History and Development of Kimber	25
B. Business Overview	26
C. Organizational Structure	28
D. Property, Plants and Equipment	28
The Monterde Property	29
E. Mineral Resource Estimates	48
Non-Reserves	48
F. Metallurgy	54
Monterde Property - Carmen	54
G. Preliminary Economic Assessment	56
Non-Reserves	56
H. Other Properties	58
Pericones Property	59
Setago Property	59
Technical Disclosure	60
Other Significant Acquisitions and Dispositions	60
ITEM 4A. UNRESOLVED STAFF COMMENTS	60
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	60
A. Operating Results	62
B. Liquidity and Capital Resources	66
C. Research and Development, Patents and Licenses, Etc.	68


D. Trend Information	68
E. Off-Balance Sheet Arrangements	68
F. Tabular Disclosure of Contractual Obligations	68
G. Safe Harbour	68
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	68
A. Directors and Senior Management	68
B. Compensation	72
C. Board Practices	74
D. Employees	75
E. Share Ownership	75
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
ITEM 16H. MINE SAFETY DISCLOSURES	102
PART III	103
ITEM 17. FINANCIAL STATEMENTS	103
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;

“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;

“IFRS”means International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”);

“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;

“NYSE MKT”means the NYSE MKT stock exchange;

“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;

“propylitic” is a hydrothermal chemical alteration of a rock, caused by iron and magnesium bearing hydrothermal fluids, altering biotite or amphibole within the rock groundmass. It typically results in epidote - chlorite-albite alteration and veining or fracture filling with the mineral assemblage along with pyrite:

“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.


C onversion T able

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 TIM ETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

We have summarized in the tables below selected consolidated financial data for Kimber. This information has been prepared under IFRS for the years ended June 30, 2012 and 2011.

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 IFRS 2012 and 2011, (Selected Financial Information)


	Year		Year
	Ended		Ended
	June 30,		June 30,
	2012		2011
	$		$

Current Assets	3,243,348		9,607,731
Equipment	598,354		549,084
Mineral interests	58,966,941		48,839,128
Total Assets	62,808,643		58,995,943
Current Liabilities	822,827		1,915,016
Total Liabilities	822,827		1,915,016
Share Capital	82,235,232		74,543,371
Share Option Reserve	5,072,985		4,292,758
Warrant Reserve	1,270,474		1,271,032
Deficit	(26,592,875	)	(23,026,234	)
Net Loss for the Period	(3,566,641	)	(2,967,411	)
Basic and Diluted Loss per Share	(0.04	)	(0.04	)
Weighted Average Number of Common Shares Outstanding	82,052,869		73,104,638

Under IFRS 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.

Except where otherwise indicated, all information extracted from or based on our consolidated financial statements are presented in accordance with IFRS for the years ended June 30, 2012 and 2011.

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,
	2012	2011	2010	2009	2008

Period End	0.9822	1.0370	0.9429	0.8602	0.9817
Average	0.9968	1.0005	0.9474	0.8575	0.9897


Monthly High and Low - C$ vs. US$

	June	May	April	March	February	January
	2012	2012	2012	2012	2012	2012

High for Month	0.9837	1.0173	1.0200	1.0161	1.0158	1.0034
Low for Month	0.9576	0.9647	0.9950	0.9965	0.9960	0.9713

As of September 26, 2012, the exchange rate for the conversion of one Canadian dollar into U.S. dollars was C$1.00 = US$0.9842.

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 recent 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, 2012 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, 2012 had an accumulated deficit of $26,592,875. We incurred a net loss of $3,566,641 for the year ended June 30, 2012 and $2,967,411 for the year ended June 30, 2011. 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 M exico.

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 development 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, 2012, we had 82,459,937 Common Shares issued and outstanding. In addition, as of June 30, 2012, 6,221,965 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, 6,343,324 Common Shares (7.69%), and stock options to acquire an additional 5,079,465 Common Shares. As of June 30, 2012 we may issue stock options to purchase an additional 1,492,843 Common Shares, (1.81%) 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, 2012, an additional 531,186 Common Shares (0.64% 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 MKT.

In addition, as of June 30, 2012 there were 5,072,800 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, 2012 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 MKT). 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, 2012, we had a balance of $58,966,941 in mineral interest costs relating to expenditures on the Monterde mineral property. During the fiscal year ended June 30, 2012, we incurred $10,127,813 in mineral property acquisition and exploration expenditures on the Monterde Property ($142,813 for acquisition; $9,985,000 on exploration).

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, 2012 we had incurred $58,966,941 on the acquisition and exploration of the Monterde Property. During the last five financial years ended June 30, 2012 we carried out a program of reverse circulation drilling, diamond core drilling, trenching and sampling on the Monterde Property.

Management

During the year ended June 30, 2012 Kimber appointed James Currie as Chief Operating Officer effective January 11, 2012. Mr. Currie resigned as Chief Operating Officer effective July 31, 2012. Petrus (Marius) Mare resigned as Vice President, Exploration effective April 10, 2012. On July 31, 2012 Kimber announced the appointments of David Hembree as Vice President, Exploration and James McKay as Vice President, Project Development.

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. A written consent from the municipal

government where the property is located is required for the approval of or an extension to a blasting permit and for the use of municipal land. A permit for civil construction for building mine infrastructure must also be issued by the municipal government

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. The registered partners of Minera Monterde are: Kimber Resources Inc. as to one (01) Partnership Contribution for $2,990 Mexican pesos, and Gordon Cummings, as to one (01) Partnership Contribution for $10 Mexican pesos, which interest is held in trust for the benefit of Kimber Resources Inc.

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 2012

Figure 2

LAND STATUS –CONCESSIONS
September 2012

Figure 3

MONTERDE PROJECT CLAIM HOLDINGS
September 2012

Figure 4

ACCESS TO THE MONTERDE PROPERTY
September 2012

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.

Prior to mining, 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 del Suelo (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 new SEMARNAT regulation which became effective in 2011, requires the submission of an Informe Preventivo (preventive report) in addition to the Cambio de Uso Suelo. The Informe Preventivo is a brief report which includes a summary of the proposed work, the equipment to be used, estimated emisions, disturbance size and potential contaminants (hydrocarbons, etc.) and proposed mitigation measures.

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 project is via paved and gravel roads, approximately 260 km from Chihuahua City, Chihuahua State, Mexico. Travel from Chihuahua City is via state Route 16 to La Junta, turn south at La Junta to San Pedro, south from San Pedro to Creel. From Creel, take the paved Divisadero Highway to San Rafael. Through the town of San Rafael, population 1,200, travel 11 km on a paved road to the Temoris Junction. At the junction, turn right or northwest; continue on this gravel road for approximately 20 km to an old wooden sign, turn left at the sign off the main road and then travel the remaining 6 km to the site. Refer toFigure 4for road access directions to the Monterde Property from San Rafael.

There is excellent road access within the property, particularly in the area of defined mineral resources and projected extensions.

The Chihuahua el Pacífico Railway, completed in 1962 and linking Los Mochis on the Pacific coast with Chihuahua, passes through San Rafael 35 km from the project.

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. Despite the locally steep topography, the property is reasonably accessible by local property roads and is amenable for year round exploration and development.

The climate is marked by dry, cold winters and a distinct rainy season. During the winter, the Monterde Property receives snow to depths of up to 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, and night and morning lows range 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 World War II period 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 Kimber 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.

Three crudely defined stratigraphic units comprise the lithologic sequences. The Jurassic marine sediments are overlain by an Upper Cretaceous to Lower Tertiary sub-aerial and submarine volcanic assemblage termed the Lower Volcanic Sequence (LVS), approximately 1,000 m thick. The LVS is unconformably overlain by a thick series of latitic tuffs, the Upper Volcanic Sequence (UVS). These units are Tertiary, possibly Oligocene in age.

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 Sequence 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 2012

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. Recent reinterpretation of the surface geological mapping has indicated the Carmen tectonic setting is within a graben or pull-apart basin located between two ring fracture zones associated with resurgent caldera forming volcanic activity. Splays branching off the main shear are evident and are related to the extension of the graben, possibly during resurgent doming of the caldera system hosting the deposit.

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 form the Carmen Deposit include, from southwest to northeast, the primary Carmen shear or structure, Los Hilos, and Cob.
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.

Two additional precious metal bearing structures were intercepted in drill holes during the 2011-2012 exploration program, the Cocos and Carmen East veins, which will be a focus of follow-up drilling.

As a generalization, the mineralized structures parallel to the Carmen trend approximately 290 - 295 °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. A regional propylitic alteration event is associated with this early base metal mineralization. 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.

In the deeper, unoxidized portions of the deposit intersected in the 2008 and 2011 drill programs, precious metals are associated with coarse-grained sphalerite, galena and fine-grained pyrite. Gold is typically not associated with massive (i.e. unbrecciated) silicification.

Visible gold is seen in drill core 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 as 30-40 micron rounded masses within the volcanic matrix, and as silver sulphosalts in micron sized inclusions in coarser sulphides, (pyrite, chalcopyrite, sphalerite) usually associated with silica encapsulation. 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 deposit. 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. Compared to other deposits hosted in similar geologic settings, the down dip extent of the Carmen deposit could be greater than 500 m.

Exploration and Development – Monterde Property

During the time that we have held the Monterde Property and particularly in the last ten years considerable work has been carried out 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.

Trenching

During 2002, approximately 465 metres of trench were cut in six trenches of the exploration targets, Las Minitas and El Orito areas of the concessions. 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.

In July, 2010 Kimber Resources initiated a program of trenching and sampling over the major structures which host the known resources at the Monterde project. Approximately 1108 metres of trench were cut in 74 trenches. This work was supervised by Marius Maré, Vice President Exploration with Kimber. The aim of the program was to in-fill near-surface areas on the block model and to convert inferred blocks to measured and indicated blocks within the area of the proposed open pit. Areas outside the proposed pit were excavated and sampled to increase resources as well as provide information to guide future exploration.

Drilling

A total of 147,555 metres of reverse circulation drilling in 686 drill holes and 80,154 metres of core drilling in 283 drill holes has been completed from 1998 through to August 31, 2012 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, 2012)


	RC Drilling		Core Drilling
		Number of		Number of
Location	Metres	Holes	Metres	Holes
Carmen	110,845	508	63,875	210
Carmen geotechnical			1,818	15
Condemnation	2,527	13
Carotare	14,441	68	3,768	17
Veta Minitas	14,731	58	7,322	26
El Tapado			497	2
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
Structure 04/09	288	2
Total	147,555	686	80,154	283

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 55 holes were drilled using a combination of Core and RC drilling during 2011-2012.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.
⁴ Drilling at Veta Norte is included in the Veta Minitas totals

The location of the total drill holes on the Carmen and Veta Minitas deposits is illustrated onFigure 8and the location of the total drill holes on the Carotare deposit are 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 2011-2012 drilling program, reverse circulation holes were surveyed with a gyroscopic survey tool and the diamond drill holes were surveyed with a REFLEX instrument.

The bulk of RC drill holes on the Carmen deposit have been drilled generally on a 225^oazimuth to cut the generally 315^otrend of the Carmen and associated structures. A second series of RC holes, the Dome Fault series are oriented on azimuth 160^oto test mineralized bodies on the various Dome Fault and parallel structures.

The reverse circulation drilling on the Carmen deposit since the 2005 mineral resource estimate was directed at infill drilling on previously defined zones to approximately 25 m spacing, and extension of the drilling pattern to the south to test the southern limits of the deposit. Reverse circulation drilling was also utilized as “pre-collar” drill holes for diamond core drill holes drilled to reach deeper vein targets at

Monterde. The holes were started with reverse circulation equipment to a pre-determined depth, where the holes were cased and a core rig brought in to sample the zone of interest. This is primarily done to reduce the cost of drilling through the upper, generally barren or less important section of overlying rock units.

In addition to the mineral sampling, 14 vertical RC holes numbered WEX-1 to 14 were drilled for groundwater monitoring, to locate sources of water for a community well and for hydrogeological purposes. Four of these wells have piezometers installed for ongoing monitoring. Two of the WEX series (5 and 8) intercepted interesting mineralization and were assayed. As the resource outline has extended out to, and past, their location they are now included in the resource estimate, and the exploration hole count as provided in Table 6.1 above.

A total of 13 condemnation drill holes (WDR 1-13) totaling 2,455 m were drilled in 2011-12 in areas proposed for potential waste dump, tailings impoundment and support facilities. None of these holes will be utilized for the new resource estimate as they are outside of the area of mineralization. No significant mineralization was located in this drilling.

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. Starting with 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 2011-2012 core drilling programs. Duplicate samples were collected during the trenching program in 2010 and the RC drilling program in 2011 - 2012.

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. From November 25, 2007 to April 10, 2012 field operations have been under the direction of P. H. (Marius) Maré, M.Sc., P.Geo., Vice President, Exploration. From April 10, 2012 to July 31, 2012 field operations were under the direction of James Currie, Chief Operating Officer. From August 1, 2012 field operations were under the direction of David Hembree, Registered Professional Geologist and Vice President, Exploration.

For the period of November 25, 2007 to April 10, 2012, P. H. (Marius) Maré, M.Sc., P.Geo., Vice President of Exploration was responsible for Quality Control and was the designated Qualified Person for the Monterde project. From the period of April 11, 2012 to July 31, 2012, James (Jim) Currie, P.Eng., Chief Operating Officer was responsible for Quality Control and was the designated Qualified Person for the Monterde project. Since August 1, 2012, David (Dave) Hembree, Registered Professional Geologist and Vice President, Exploration has been responsible for Quality Control and is the designated Qualified Person for the Monterde project.

Figure 8

LOCATION OF DRILL HOLES ON THE CARMEN DEPOSIT

Figure 9

DRILL HOLE ON CROSS-SECTION MAP, CAROTARE DEPOSIT

E. Mineral Resource Estimates

Non-Reserves

This section refers to Mineral Resource estimates which use the terms “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”.

While the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are recognized and required by NI 43-101, the SEC does not recognize them. Investors are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined.

It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, investors are cautioned not to assume that all or any part of measured or indicated

mineral resources will ever be upgraded into mineral reserves.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, 2012 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; site hydrogeological and hydrology 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” filed 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)


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	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 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)


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	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)


Classification	Tonnes (000s)	Grade			Contained Metal
Classification	Tonnes (000s)	Gold (g/t)	Silver (g/t)	Recoverable AuEq (g/t)	Gold (oz)	Silver (oz)
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)


Classification	Tonnes (000s)	Grade			Contained Metal
Classification	Tonnes (000s)	Gold (g/t)	Silver (g/t)	Recoverable AuEq (g/t)	Gold (oz)	Silver (oz)
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	6,550	0.90	87.3	1.74	188,500	18,394,200
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.

Note 3: Mineral Resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate and the numbers may not add due to rounding.

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 was completed effective December 2009 and the revised Mineral Resource estimate was 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 Grade Silver (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 Grade Silver (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 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.

A NI 43-101 Technical Report entitled “Updated Preliminary Assessment 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 dated 15 March 2010. 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 Carotare	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 Carotare	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 Carotare.

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 Carotare	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 Carotare	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 Carotare.

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 (recovery process unknown as far as PEA is concerned), is estimated to have ranged from 85 to 90% gold and 65 to 70% silver.

We commenced significant recovery testing starting 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 leach tests done on trench and core samples in 2004 gave significantly different results as described below especially for silver.

Column Leach 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 (typically >90%) 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.

Leach 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

The results from the characterization tests suggested that the gold recovery in the Carmen deposit was typically good with the only factor influencing recovery appearing to be a positive correlation with gold grade. However, silver recoveries were highly variable. In order to try and model the silver recovery the characterization study considered:

The grade of gold and silver in each sample.
The physical location of the sample.
The mineralized structure in which the sample was located.

Analysis of the silver recovery data led to the identification of 10 clusters which were considered as key based on the estimated number of recoverable ounces affected by a cluster.

To validate the gold and silver recovery models and facilitate refinements, an additional 72 samples were selected in the summer of 2009 and tested for gold and silver recovery, using the standard characterization test procedure. These samples were selected mainly from the 10 key clusters with varying depth, grade, location along strike and structural characteristics. The recovery model projected results in line with those obtained from the previous set of tests, supporting the validity of the model.

Based on the 329 individual metallurgical recovery characterization tests conducted across the entire Carmen deposit, trends have been identified that allowed recovery to be related to location within the deposit (along strike and to depth) and to grade, for each of silver and gold. Under the supervision of Richard Gowans, P.Eng., Micon has approved the application of gold and silver metallurgical recovery models based on geographic and grade relationships defined in the recovery characterization tests noted above. These models take into account the improved geological understanding of the deposit derived from the review and reinterpretation of all available geological and drill data.

The gold and silver recovery models have been applied to the Carmen deposit block model mineral resource estimate.

As a result of this extensive test work, at a cut-off grade of 3 g/t recoverable gold equivalent, average modelled gold recovery was 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.

Further metallurgical test work has been carried out during 2012 and results are currently under review by Richard Gowans P. Eng, President of Micon.

Monterde Property – Veta Minitas and Carotare

In 2009, Kimber selected 17 representative samples from Veta Minitas for standard leach characterization tests. The associated gold silver recovery model developed from the results of this study has been reviewed and approved by Richard Gowans, P.Eng.

At a cut-off of 3 g/t recoverable gold equivalent, average modelled gold recovery for Veta Minitas was 96% for indicated mineral resources and inferred mineral resources while the average modelled silver recovery was 37% for both indicated and inferred mineral resources.

Modelled gold recovery for the total Veta Minitas indicated resources at a 0.3 g/t recoverable gold equivalent cut-off grade was estimated to be 92% and 94% for inferred mineral resources. 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.

There were 19 samples selected from Carotare for characterization studies. On detailed analysis, one sample was determined to be of atypical sulphide vein material and was removed from consideration. The associated gold-silver recovery model developed from the results of this study have been reviewed and approved by Richard Gowans, P.Eng.

At a recoverable gold equivalent cut-off grade of 3 g/t, the average modelled gold recovery for Carotare was 93% for indicated mineral resources and 92% for inferred mineral resources, while the average modelled silver recovery was 51% for both the indicated mineral resources and the inferred mineral resources.

Modelled gold recovery for total Carotare indicated resources at a 0.3 g/t recoverable gold equivalent cut-off grade was estimated to be 79% and for inferred mineral resources it was estimated to be 77%. Modelled silver recovery averaged 51% for total indicated mineral resources and total inferred mineral resources at a 0.3 g/t recoverable gold equivalent cut-off grade.

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 atwww.sedar.comon September 8, 2010 and on EDGAR atwww.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” was filed on SEDAR atwww.sedar.com on July 25, 2011 and on EDGAR atwww.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.

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 in greater detail in 2008, 2009 and 2010. The 100% owned Pericones Property covers 11,890 hectares.

A number of target areas were identified during surface sampling at Pericones, the main area of interest being the Plaza de Gallos structure where mineralization is 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 along the Plaza de Gallos area of the Pericones Property in 2010, for a total of 2190 metres. Additional surface sampling during 2010 continued to identify areas of gold-silver mineralization at Pericones. During 2010, 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.

Kimber’s geological team has carried out small work programs at Setago between 2003-2009 including mapping and rock sampling. Three main zones have been prospected at Setago including Setago Creek, Monterdito and Guachajure.

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 atwww.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 David Hembree, Registered Professional Geologist and Vice President Exploration of Kimber, a designated Qualified Person under NI 43-101.

Significant intersections from all the drill programs can be found in our news releases on our website at www.kimberresources.com and are filed on SEDAR at www.sedar.com and on EDGAR atwww.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 two-year period ended June 30, 2012 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 IFRS as issued by the IASB for the years ended June 30, 2012 and 2011. 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”. SEE THE CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS, THE FIRST PARAGRAPH IN “ITEM 3. D. KEY INFORMATION - Risk Factors”.

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. The current financial statements have been prepared under IFRS. 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 mineral interests and amortization. Actual results could differ from those estimates.

Mineral Interests

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

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral interests. Other acquisition costs include on-going tax and other payments for the maintenance of the concessions. Interests 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

interests, with any excess being included in operations. No option payments were received during the years ended June 30, 2012, 2011 and 2010.

A. Operating Results

We have financed our operations principally through the sale of our equity securities. In July 2012 we financed our operations by obtaining a bridge loan credit facility with SRLP. 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, 2012 Compared to Year Ended June 30, 2011

Kimber’s net loss for the year ended June 30, 2012 was $3,566,641 or $0.04 per common share compared with a net loss of $2,967,411 or $0.04 loss per share for the year ended June 30, 2011. The principal reasons for the increase in net loss were increases in salaries and benefits including share-based compensation charges and increased recruitment and consulting fees.

During the fiscal year ended June 30, 2012 Kimber incurred expenditures of $10,127,813 on its mineral properties which have been capitalized, $142,813 for property acquisition and tax payments and exploration and evaluation of $9,985,000. Exploration and evaluation activity during the year ended June 30, 2012 was on the Monterde project.

This compares to expenditures during the fiscal year ended June 30, 2011 of $6,191,767 on its mineral properties; $103,845 for property acquisition payments and exploration expenditures of $6,087,922.

Exploration expenditures on the Monterde project increased in the year ended June 30, 2012 compared to the year ended June 30, 2011 due to a drilling program which started in January 2011 and continued until April 2012. A number of news releases were distributed during this period announcing the results of the drilling program.

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


		Year Ended June 30, 2012		Year Ended June 30, 2011
Mineral interests
Property acquisition and taxes	$	142,813	$	103,845
Exploration and evaluation		9,985,000		6,087,922
Net capitalized expenditures	$	10,127,813	$	6,191,767

Exploration and evaluation, by location
Monterde	$	9,985,000	$	6,087,922
Total expenditures	$	9,985,000	$	6,087,922

Monterde expenditures included
Assays	$	1,265,001	$	482,902
Drilling		4,680,555		2,042,686
Engineering		837,261		809,735
Environmental studies		271,534		93,805
Field Office		666,754		575,186


Geological, geophysical		906,324		998,730
Metallurgy		255,826		167,429
Supplies		403,335		287,170
Other categories		698,410		630,279
Total Monterde expenditures	$	9,985,000	$	6,087,922

Monterde expenditures

Drilling costs were $4,680,555 for the year ended June 30, 2012 compared to $2,042,686 for the year ended June 30, 2011. 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 (“m”) but was subsequently expanded to over 54,000m which included drilling targeted to expand mineral resources and for metallurgical and condemnation drilling. Significant high grade intercepts were found below the existing mineral resource at the Carmen deposit and additional mineralized structures were discovered northeast of the Carmen deposit. The program concluded in April 2012. An updated mineral resource estimate incorporating additional drill results will be issued in the near future.

Assay costs were $1,265,001 for the year ended June 30, 2012 compared to $482,902 for the year ended June 30, 2011. The increase in these costs is a result of the assays associated with the drill program.

Engineering costs for the year ended June 30, 2012 were comparable to the costs for the year ended June 30, 2011. Engineering costs have been incurred on various work programs and ongoing updates of the technical reports, including the updated Preliminary Economic Assessment, prepared during 2011 and filed on SEDAR on July 25, 2011 and filed on EDGAR on July 28, 2011.

Additional environmental and metallurgical studies were undertaken by consultants as work was undertaken to advance towards a production decision.

Geological and geophysical costs decreased during the year ended June 30, 2012 as a result of a decrease in the use of geological consultants.

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

Administration costs

Salary and benefit expenses include share-based compensation charges. Salary and benefit expenses were $1,859,744 during the year ended June 30, 2012 compared to $1,468,074 for the year ended June 30, 2011.

Salary and benefits expenses net of share-based compensation charges were $1,002,211 for the year ended June 30, 2012 compared to $779,539 for the year ended June 30, 2011. Costs increased during the year ended June 30, 2012 due to the hire of additional senior management, increases in senior management compensation and an increase in director fees.
Non-cash share-based compensation charges were $857,533 for the year ended June 30, 2012 compared to $688,535 for the year ended June 30, 2011. Charges for the year ended June 30, 2012 were higher than the comparable year because of an increase in the number of options granted including those issued to a new director and new senior management employees.

Legal, consulting and audit expenses were $581,043 for the year ended June 30, 2012 compared to $527,730 in the previous year. The increase in costs was largely attributable to additional recruitment fees relating to the hire of senior management employees and other consulting and advisory services.

Investor relations and shareholder communications expenses were $211,251 for the year ended June 30, 2012 compared to $193,203 for the year ended June 30, 2011. The increase for the current year was attributable to an increase in activity at conferences, increased marketing related travel, increased online advertising and increased news release preparation and dissemination.

Office, insurance and miscellaneous expenses were $269,514 for the year ended June 30, 2012 compared to $250,437 for the year ended June 30, 2011. The main component of these costs related to business insurance. Insurance costs included in the above total were $114,793 for the year ended June 30, 2012 compared to $125,211 for the year ended June 30, 2011. The decrease in insurance costs was due primarily to a reduction in the annual premium for director’s and officer’s liability insurance. The overall increase in costs was attributable to an increase in computerized systems upgrade and maintenance costs.

Transfer and filing fees were $125,665 for the year ended June 30, 2012 compared to $139,468 for the year ended June 30, 2011. Transfer and filing fees includes fees paid to Kimber’s transfer agent and annual listing fees paid to the Toronto and New York stock exchanges. Fees for the current year are comparable to those incurred during the previous year.

General exploration costs were $98,355 for the year ended June 30, 2012 compared to $71,038 for the year ended June 30, 2011. These costs include costs incurred on the Pericones ($60,436) and Setago properties ($37,919) during 2012 which are no longer being capitalized. The increase in costs is primarily attributable to increases in the semi-annual concession fees.

Kimber recorded a loss from foreign exchange of $78,232 during the year ended June 30, 2012 compared to a loss of $113,374 in the year ended 2011. 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, 2011 Compared to Year Ended June 30, 2010

Kimber’s net loss for the fiscal year ended June 30, 2011 was $2,967,411 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. 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 Kimber’s mineral properties; $192,187 for property acquisition payments and exploration and evaluation expenditures of $2,881,022.

Exploration and evaluation 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 mineral interests for the two periods is included in the table below:


		Year Ended June 30,		Year Ended June 30,
		2011		2010
Mineral 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 was subsequently expanded.

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.

Administration costs

Salary and benefit expenses include stock based compensation charges. Salary and benefit expenses were $1,468,074 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 $688,535 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 NYSE MKT 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.

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, 2012, we had working capital of $2,420,521 as compared to $7,692,715 at June 30, 2011. We have no long-term indebtedness or long-term obligations, however as announced on July 18, 2012 Kimber entered into a credit facility. The change in working capital for the year ended June 30, 2012 is

the result of a decrease in cash to $1,546,363 (2011 – $8,401,429) an increase in amounts receivable to $1,417,756 from $1,078,794 plus a decrease in current liabilities to $822,827 as at June 30, 2012 compared to $1,915,016 as at June 30, 2011. Cash decreased as a result of ongoing expenditures, the increase in amounts receivable is the result of a greater amount of IVA (value added tax) receivable due to increased drilling and assay expenses in Mexico during 2011 and 2012. The decrease in trade and other payables is the result of the April 2012 completion of the drilling program in Monterde and payment of drilling and assay invoices prior to June 30, 2012.

On July 18, 2012 Kimber announced that it had entered into a $5 million bridge loan credit facility with Sprott Resource Lending Partnership (“SRLP”). The facility is at an interest rate of 12 percent per annum, payable monthly. The facility was made available through a $3 million drawdown on the closing date and a $2 million drawdown which can be made within 120 days thereafter. The term of the facility is one year, which may be extended for an additional six months, subject to the facility being on good standing, and on payment of an extension fee in the amount of 3% of the amount drawn down. In consideration of the drawdown Kimber was obligated to make a share bonus payment of $180,000 being 6% of the advance. On September 10, 2012 285,689 shares were issued to SRLP and its nominees in respect of the share bonus payment.

Our capital resources consist primarily of cash and liquid short-term investments. As at August 31, 2012, Kimber had cash and cash equivalents totaling $3,830,000, approximately $1,200,000 in amounts receivable and an estimated $500,000 in accounts payable and accrued liabilities. In addition Kimber had a $3,000,000 balance owing on the loan from SRLP.

At present, management believes that including the Sprott bridge loan facility, we have sufficient financial resources to fund operations for more than twelve months. Management will be reviewing cash expenditures on an ongoing basis, and will 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. As announced on July 18, 2012 Kimber entered into a $5 million bridge loan credit facility with Sprott Resource Lending Partnership.

Share capital increased cash inflows during the fiscal year ended June 30, 2012, by an aggregate of $7,613,997, $8,096,000 through the issuance of 5,060,000 common shares issued by a bought deal at a cost of $1.60 per share partially offset by share issuance costs of $655,867, $167,114 from 211,101 shares issued on exercise of stock options, $6,750 from 3,750 shares issued on the exercise of warrants.

Kimber had no long-term debt as of June 30, 2012 and no significant expenditure commitments unrelated to exploration activities. Our current working capital position provides sufficient liquidity for its short-term requirements. As announced on July 18, 2012 Kimber entered into a bridge loan credit facility with Sprott Resource Lending Partnership.

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 2012 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, 2012:

Table 9


Contractual Obligations	Total	Less than 1 Year
Rental Obligations	$62,235	$62,235

Kimber leases its premises in Vancouver under an operating lease which expires in the fiscal year ending June 30, 2013. Kimber is obligated to make $62,235 in basic rental payments under its operating lease for the year ended June 30, 2013. 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, 2012, Kimber expensed $212,868 in relation to this operating lease (June 30, 2011; $207,191, June 30, 2010; $194,445).

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 18, 2012 are as follows:


Name and Position in Kimber	Age	Other Principal Directorships
Leanne M. Baker Director Dr. Baker is an independent director of Kimber, a member and Chair of the Compensation Committee.	60	US Gold Corporation Agnico-Eagle Mines Ltd Reunion Gold Corporation Sutter Gold Mining Inc
R. Dennis Bergen Director Mr. Bergen is an independent director of Kimber, a member and Chairman of the Technical, Environmental and Safety Committee, and a member of the Audit Committee.	60	None
Renee Brickner Vice President, Investor Relations	38	None
Gordon Cummings President, Chief Executive Officer and Director	44	None
Lyn B. Davies Chief Financial Officer	60	None
Frederick T. Graybeal Director Dr. Graybeal is an independent director of Kimber, Chair of the Corporate Governance and Nominating Committee, a member and of the Compensation Committee, and the Technical, Environmental and Safety Committee.	74	None
Tim Haldane¹ Director Mr. Haldane is an independent director of Kimber and was appointed a member of the Technical, Environmental and Safety Committee on September 23, 2011.	56	None


Name and Position in Kimber	Age	Other Principal Directorships
David R Hembree Vice President, Exploration	59	None
James McKay Vice President, Project Development	66	None
Peter B. Nixon Director Mr. Nixon is an independent director of Kimber, Chair of the Board, a member of the Compensation Committee, the Corporate Governance and Nominating Committee and the Audit Committee.	66	Reunion Gold Corporation Stornoway Diamond Corporation Dundee Precious Metals Inc. Midas Gold Corp.
James J. Puplava Director Mr. Puplava is an independent director of Kimber and a member of the Compensation Committee.	62	Puplava Financial Services Inc. Puplava Securities Inc
Donald W. Young Director Mr. Young is an independent director of Kimber, a member and Chair of the Audit Committee, and a member of the Corporate Governance and Nominating Committee.	66	Dundee Precious Metals Inc. Midas Gold Corp.

¹Tim Haldane was appointed a director of Kimber on September 20, 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 and President of Sutter Gold Mining Inc. 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.

Renee Brickner, Vice President, Investor Relations

Ms. Brickner has over 12 years experience in the resource industry. Her experience includes exploration geology, investor relations, corporate compliance and development, international corporate and investor support and technical review. From June 2006 to November 2011 Ms. Brickner was Manager of Corporate Communication – North America with Crescent Gold Limited.

Gordon Cummings, President, Chief Executive Officer and Director

Mr. Cummings is a Chartered Accountant with over 23 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 30 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. 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.

David Hembree, Vice President, Exploration

Mr. Hembree is a Registered Professional Geologist in the State of Oregon. Mr. Hembree has over 30 years of experience in the mineral resource industry including experience in exploration, development and production including open pit and underground operations.

Jim McKay, Vice President, Project Development

Mr. McKay is a geologic engineer with over 35 years of experience in exploration and operational projects.

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, 2012.

Table 10
Summary Compensation Table


Name and Principal Position	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
	Annual Compensation			Awards		Payouts
	Salary ($)	Bonus($)	Other Annual Compen- sation ($)	Securities Under Options/SAR s Granted (#)	Restricted Shares/Units Awarded ($)	LTIP Payouts ($)
Leanne M. Baker Director	Nil	Nil	$21,000	75,000	Nil	Nil	Nil
R. Dennis Bergen Director	Nil	Nil	$23,500	75,000	Nil	Nil	Nil
Renee Brickner Vice President, Investor Relations	$60,256	Nil	Nil	115,000	Nil	Nil	Nil
Gordon Cummings President, Chief Executive Officer & Director	$260,000	$90,200	$4,500	200,000	Nil	Nil	Nil


James A Currie Chief Operating Officer	$118,708	Nil	$2,400	590,000	Nil	Nil	Nil
Lyn B. Davies Chief Financial Officer	$137,500	$13,219	$2,400	65,000	Nil	Nil	Nil
Frederick T. Graybeal Director	Nil	Nil	$21,000	75,000	Nil	Nil	Nil
Tim Haldane Director	Nil	Nil	$11,250	150,000	Nil	Nil	Nil
Petrus H. Marius Maré Vice President, Exploration	$200,333	$42,000	Nil	80,000	Nil	Nil	Nil
Peter B. Nixon Director	Nil	Nil	$29,500	75,000	Nil	Nil	Nil
James J. Puplava, Director	Nil	Nil	$15,000	75,000	Nil	Nil	Nil
Donald W. Young Director	Nil	Nil	$30,000	75,000	Nil	Nil	Nil

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.

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 have an employment contract with Renee Brickner, Vice President, Investor Relations, which provides, among other things, that Kimber will pay to Ms. Brickner:

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

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

We have an employment contract with David Hembree, Vice President, Exploration which provides, among other things, that Kimber will pay to Mr. Hembree:

	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 have an employment contract with Jim McKay, Vice President, Project Development which provides, among other things, that Kimber will pay to Mr. McKay:

	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 7, 2011 for a one year term.

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 18, 2012, 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 NYSE MKT 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 26, 2012 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 NYSE MKT 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, two employees in the United States and 40 employees in Mexico as of September 26, 2012.

At our head office in Vancouver, BC, there are six full-time employees and one part-time employee as at September 18, 2012. These numbers include three members of senior management and two full time employees who provide technical expertise in our engineering, geology and environmental and community relations areas. 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	325,000	0	0.50%
R. Dennis Bergen Director	20,000	325,000	5,000	0.40%
Renee Brickner Vice President, Investor Relations	3,000	66,666	0	0.08%
Gordon Cummings President, Chief Executive Officer and Director	125,000	1,191,115	7,500	1.52%
Lyn B. Davies Chief Financial Officer	0	346,233	0	0.40%
Frederick T. Graybeal Director	5,000	325,000	0	0.38%
Timothy Haldane Director	10,000	100,000	0	0.13%
James McKay Vice President,Project Development	0	65,333	0	0.08%
Peter B. Nixon Director	40,000	325,000	5,000	0.42%
James J. Puplava Director	5,994,82 4	325,000	315,000	7.62%
Donald W. Young Director	36,000	275,000	0	0.36%

Incentive Stock Options

The followingTable 12discloses the stock options beneficially held by the aforementioned persons, as at September 18, 2012. The stock options are for Common Shares of Kimber:

Table 12

Stock Options Held By Directors and Officers
As at September 26, 2012


Name of Person	Number of Shares Subject to Issuance	Exercise Price per Share	Expiry Date
Leanne M. Baker	50,000	$0.79	February 12, 2013
	75,000	$0.65	January 29, 2014


Name of Person	Number of Shares Subject to Issuance	Exercise Price per Share	Expiry Date
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
	75,000	$1.19	February 10, 2017
R. Dennis Bergen	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
	75,000	$1.19	February 10, 2017
Renee Brickner	100,000	$1.03	January 9, 2017
	15,000	$1.19	February 10, 2017
Gordon Cummings	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
	191,000	$1.38	February 8, 2016
	25,000	$1.60	June 9, 2016
	200,000	$1.19	February 10, 2017
Lyn B. Davies	125,000	$0.78	November 29, 2012
	80,000	$0.65	January 29, 2014
	65,260	$1.15	February 12, 2015
	52,640	$1.38	February 8, 2016
	65,000	$1.19	February 10, 2017
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
	75,000	$1.19	February 10, 2017
Timothy Haldane	75,000	$1.27	November 10, 2016
	75,000	$1.19	February 10, 2017
James McKay	52,000	$1.38	February 8, 2016
	20,000	$1.19	February 10, 2017
Peter B. Nixon	50,000	$0.79	February 12, 2013


Name of Person	Number of Shares Subject to Issuance	Exercise Price per Share	Expiry Date
	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
	75,000	$1.19	February 10, 2017
James J. Puplava	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
	75,000	$1.19	February 10, 2017
Donald W. Young	75,000	$0.65	January 29, 2014
	75,000	$1.15	February 12, 2015
	75,000	$1.38	February 8, 2016
	75,000	$1.19	February 10, 2017

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 18, 2012 options to acquire 2,103,293 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, 2012 there were 1,492,843 Common Shares available for the granting of options under the 2007 Plan. During the year ended June 30, 2012 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 18, 2012, 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 To be confirmed)



		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	8.75	%
James J. Puplava	5,994,824	7.96	%
Fidelity Select Portfolios: Gold Portfolio	5,848,100	7.01	%
Sprott Asset Management Inc.	5,106,557	6.12	%

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, 2012, 64% of our outstanding Common Shares are registered in the name of 9 people and/or entities having addresses in Canada, and 35% of our Common Shares are registered in the name of 72 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, 2011 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 $1,103,266 during the year ended June 30, 2012 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, 2012 and June 30, 2011 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 18, 2012 Kimber announced that it had entered into a $5 million bridge loan credit facility with Sprott Resource Lending Partnership (“SRLP”). The facility was at an interest rate of 12 percent per annum, payable monthly. The facility was made available through a $3 million drawdown on the closing date and a $2 million drawdown which can be made within 120 days thereafter. The term of the facility is one year, which may be extended for an additional six months, subject to the facility being on good standing, and on payment of an extension fee in the amount of 3% of the amount drawn down. SRLP was paid a structuring fee in the amount of $50,000. In consideration of the drawdown Kimber was obligated to make a share bonus payment of $180,000 being 6% of the advance. On September 10, 2012 285,689 shares were issued to SRLP and its nominees in respect of the share bonus payment.

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 NYSE MKT under symbol “KBX”. Our Common Shares have traded on the TSX since June 18, 2004 and on the NYSE MKT 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 NYSE MKT. 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
2012	$2.01	$0.65
2011	$1.90	$0.65
2010	$1.82	$0.54
2009	$1.60	$0.53
2008	$1.98	$0.62

NYSE MKT
	High	Low
2012	US$2.09	US$0.63
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

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
2012
Q4	$0.93	$0.65
Q3	$1.29	$0.88
Q2	$1.49	$0.88
Q1	$2.01	$1.39
2011
Q4	$1.90	$1.10
Q3	$1.75	$1.12
Q2	$1.61	$0.94
Q1	$0.95	$0.65
NYSE MKT
	High	Low
2012
Q4	US$0.95	US$0.63
Q3	US$1.30	US$0.87
Q2	US$1.45	US$0.85
Q1	US$2.09	US$1.32
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

The followingTable 16outlines the high and low market prices for each of the most recent six months (to August 31, 2012):

Table 16

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


TSX
	High	Low
August, 2012	$0.74	$0.69
July, 2012	$0.80	$0.70
June, 2012	$0.80	$0.72
May, 2012	$0.88	$0.65
April, 2012	$0.93	$0.84
March, 2012	$1.08	$0.89

NYSE MKT
	High	Low
August, 2012	US$0.73	US$0.68
July, 2012	US$0.77	US$0.68
June, 2012	US$0.78	US$0.70
May, 2012	US$0.91	US$0.63
April, 2012	US$0.95	US$0.85
March, 2012	US$1.09	US$0.87

The closing price of the Common Shares on the TSX was $0.72 per Common Share and on the NYSE MKT was US$0.71 per Common Share on September 26, 2012.

B. Plan of Distribution

Not Applicable.

C. Markets

Our Common Shares trade on the TSX under symbol “KBR” and on the NYSE MKT under symbol “KBX”. Our Shares have traded on the TSX since June 18, 2004 and on the NYSE MKT 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 theCanada-United States Tax Convention (1980)(the “Convention”) is included below, together with a brief outline of certain Canadian federal income tax considerations pursuant to theIncome 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 Convention and at all relevant times, is resident in the United States, is entitled to all the benefits of the Convention, and will acquire and hold Common Shares as capital property. 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 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 Convention, and at all relevant times, 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 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. In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. 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 (or other owners). Partners (or other owners) 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. 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 an IRS Form 8621.

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, plus income from investments and from incidental or outside operations or sources, 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 and certain other requirements are satisfied.

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, 2012, 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 Credit

Subject 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. 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 the reporting rules, including the requirement to file an IRS Form 8938.

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 at www.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, 2012 is contained in note 11 ‘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, 2012.

100

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, 2012.

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 IFRS as issued by the IASB, 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, 2012. 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.

Deloitte & Touche LLP, the Company’s Independent Registered Chartered Accountants, have audited the effectiveness of the Company’s internal control over financial reporting as of June 30, 2012. The results of that audit are included in the report of the Independent Registered Chartered Accountants included in the consolidated financial statements section of this Annual Report and express an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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, 2012 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

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

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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 NYSE MKT.

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, 2012

Fees Paid to Auditor


		Fees for 2012		Fees for 2011
		($)		($)

Audit Fees	$	139,080	$	150,700
Audit Related Fees		18,000		10,000
Tax Fees		6,750		40,200
All Other Fees		-		-
Totals	$	163,830	$	200,900

"Audit Fees" represent fees for the audit of the Corporation's consolidated annual financial statements, review of the Corporation's condensed consolidated 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 primarily related to the Company’s conversion to IFRS. "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, 2012 and June 30, 2011, the audit committee pre-approved all services provided by our independent auditors.

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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 NYSE MKT. Section 110 of the NYSE MKT Company Guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT 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 NYSE MKT standards is as follows:

Shareholder Meeting Quorum Requirement: The NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT 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: NYSE MKT 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.

ITEM 16H. MINE SAFETY DISCLOSURES

Not Applicable.

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PART III

ITEM 17. FINANCIAL STATEMENTS

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

ITEM 18. FINANCIAL STATEMENTS

The financial statements were prepared in accordance with IFRS and are presented in Canadian dollars.

The consolidated financial statements are in the following order:

	1.	Consolidated Statements of Financial Position;
	2.	Consolidated Statements of Net Loss and Comprehensive Loss;
	3.	Consolidated Statement of Changes in Equity;
	4.	Consolidated Statement 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

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	(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 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

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	(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.¹⁰

	(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 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

106

		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 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

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	(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

	(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.

	(33)	Credit agreement dated June 29, 2012 between Sprott Resource Lending Partnership and Kimber Resources Inc. and Minera Monterde, S. de R.L. de C.V.

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.

¹⁰ These material contracts are incorporated by reference to our Form 20-F filed with the SEC on September 27, 2011


3.	Subsidiaries

	The following is information regarding our wholly owned subsidiaries:


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

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


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 28, 2012

On Behalf ofKIMBER RESOURCES INC.,


“/s/Gordon Cummings”

Gordon Cummings
President, Chief Executive Officer and Director

“/s/Lyn Davies”

Lyn Davies
Chief Financial Officer

Consolidated financial statements of

Kimber Resources Inc.

June 30, 2012
(Stated in Canadian dollars)

Kimber Resources Inc.
June 30, 2012

Table of contents


Management's Responsibility for Financial Reporting	1

Independent Auditor’s Report	2-4

Consolidated statements of financial position	5

Consolidated statements of net loss and comprehensive loss	6

Consolidated statement of changes in equity	7

Consolidated statement of cash flows	8

Notes to the consolidated financial statements	9-38

Management’s Responsibility for Financial Reporting

The consolidated financial statements of Kimber Resources Inc. (the “Company”) have been prepared by, and are the responsibility of, the Company’s management. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and reflect management’s best estimates and judgment based on information currently available.

Management has developed and maintains a system of internal controls to obtain reasonable assurance that the Company’s assets are safeguarded, transactions are authorized, and financial information is reliable, relevant and accurate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as at June 30, 2012. In making its assessment, management has used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its “Internal Control-Integrated Framework”. Based on our assessment, utilizing those criteria, management concluded that the Company’s internal control over financial reporting was effective as at that date.

The Audit committee meets with the Company’s management and external auditors to discuss the results of the audit and to review the annual consolidated financial statements prior to the Audit Committee’s submission to the Board of Directors for approval. The Board has approved the consolidated financial statements of the Company.

The consolidated financial statements and internal control over financial reporting have been audited by Deloitte & Touche LLP, Independent Registered Chartered Accountants, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).


Signed “Gordon Cummings”	Signed “Lyn B. Davies”
President and Chief Executive Officer	Chief Financial Officer

September 18, 2012	September 18, 2012


	Deloitte & Touche LLP
	2800 - 1055 Dunsmuir Street
	4 Bentall Centre
	P.O. Box 49279
	Vancouver BC V7X 1P4
	Canada

	Tel: 604-669-4466
	Fax: 778-374-0496
	www.deloitte.ca

Report of Independent Registered Chartered Accountants

To the Shareholders of Kimber Resources Inc.

We have audited the accompanying consolidated financial statements of Kimber Resources Inc. and subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2012, June 30, 2011 and July 1, 2010 and the consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for the years ended June 30, 2012 and June 30, 2011, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Kimber Resources Inc. and subsidiaries as at June 30, 2012, June 30, 2011 and July 1, 2010 and the results of their operations and cash flows for the years ended June 30, 2012 and June 30, 2011, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Page 2

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that Kimber Resources Inc. has incurred cumulative losses since inception, has an accumulated deficit of $26,592,875 as of June 30, 2012 and a net loss of $3,566,641 for the year ended June 30, 2012. These conditions, along with other matters as set forth in Note 1, indicate the existence of material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern.

Other Matter

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, 2012, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 18, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Independent Registered Chartered Accountants
Vancouver, Canada
September 18, 2012

Page 3

Report of Independent Registered Chartered Accountants

To the Shareholders of Kimber Resources Inc.

We have audited the internal control over financial reporting of Kimber Resources Inc. and subsidiaries (the “Company”) as of June 30, 2012, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Responsibility for Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2012, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended June 30, 2012 of the Company and our report dated September 18, 2012 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Independent Registered Chartered Accountants
Vancouver, Canada
September 18, 2012

Page 4

Kimber Resources Inc.

Consolidated statements of financial position

as at June 30, 2012

(Stated in Canadian dollars)


		June 30,		June 30,		July 1,
	Note	2012		2011		2010
		$		$		$
				(Note 15)		(Note 15)
Assets
Current assets
Cash and cash equivalents		1,546,363		8,401,429		4,560,493
Trade and other receivables	5	1,417,756		1,078,794		355,471
Prepaid expenses		279,229		127,508		130,953
Total current assets		3,243,348		9,607,731		5,046,917

Equipment	6	598,354		549,084		497,960
Mineral interests	7	58,966,941		48,839,128		42,647,361
Total assets		62,808,643		58,995,943		48,192,238

Liabilities
Current liabilities
Trade and other payables		822,827		1,915,016		541,627
Total current liabilities		822,827		1,915,016		541,627

Shareholders' equity
Share capital	8	82,235,232		74,543,371		63,556,255
Share option reserve		5,072,985		4,292,758		3,630,073
Warrant reserve		1,270,474		1,271,032		523,106
Deficit		(26,592,875	)	(23,026,234	)	(20,058,823	)
Total equity		61,985,816		57,080,927		47,650,611
Total liabilities and equity		62,808,643		58,995,943		48,192,238

Description of business and going concern (Note 1)
Commitments for expenditures (Note 13)
Subsequent event (Note 16)

Approved on behalf of the Board of Directors


Signed "Gordon Cummings"
Gordon Cummings, Director

Signed "Donald Young"
Donald W. Young, Director

Page 5

Kimber Resources Inc.

Consolidated statements of net loss and comprehensive loss

year ended June 30, 2012

(Stated in Canadian dollars)


	2012		2011
	$		$
			(Note 15)
Expenses
Salaries and benefits	1,859,744		1,468,074
Legal, consulting and audit	581,043		527,730
Office, insurance and miscellaneous	269,514		250,437
Rent	231,612		207,191
Investor relations	211,251		193,203
Transfer and filing fees	125,665		139,468
Other expense	122,942		-
General exploration	98,355		71,038
Foreign exchange loss	78,232		113,374
Travel and accommodation	62,513		34,831
Amortization of equipment	22,307		15,632
Operating loss	3,663,178		3,020,978

Other items
Finance income	63,920		40,366
Finance expense	(2,296	)	(3,098	)
Other income	34,913		16,299
Net loss and comprehensive loss	3,566,641		2,967,411

Loss per share, basic and diluted	(0.04	)	(0.04	)

Weighted average number of common shares outstanding, basic and diluted	82,052,869		73,104,638

Page 6

Kimber Resources Inc.

Consolidated statement of changes in equity

year ended June 30, 2012

(Stated in Canadian dollars)


					Share
			Share capital		option		Warrant
	Note	Shares	Amount		reserve		reserve		Deficit		Total
			$		$		$		$		$
					(Note 15)		(Note 15)		(Note 15)


Balance at July 1, 2010		68,010,586	63,556,255		3,630,073		523,106		(20,058,823	)	47,650,611
Net loss for the year		-	-		-		-		(2,967,411	)	(2,967,411	)
Shares issued on exercise of stock options		79,500	82,925		(25,850	)	-		-		57,075
Shares issued on exercise of warrants		10,000	19,488		-		(1,488	)	-		18,000
Shares issued on public offering	8(e)	9,085,000	12,059,405		-		659,595		-		12,719,000
Share issue costs		-	(1,028,621	)	-		(56,262	)	-		(1,084,883	)
Broker warrants issued on public offering		-	(146,081	)	-		146,081		-		-
Share-based compensation		-	-		688,535		-		-		688,535
Balance at June 30, 2011		77,185,086	74,543,371		4,292,758		1,271,032		(23,026,234	)	57,080,927
Net loss for the year		-	-		-		-		(3,566,641	)	(3,566,641	)
Shares issued on exercise of stock options		211,101	244,420		(77,306	)	-		-		167,114
Shares issued on exercise of warrants		3,750	7,308		-		(558	)	-		6,750
Shares issued on private placement	8(e)	5,060,000	8,096,000		-		-		-		8,096,000
Share issue costs		-	(655,867	)	-		-		-		(655,867	)
Share-based compensation		-	-		857,533		-		-		857,533
Balance at June 30, 2012		82,459,937	82,235,232		5,072,985		1,270,474		(26,592,875	)	61,985,816

Page 7

Kimber Resources Inc.

Consolidated statement of cash flows

year ended June 30, 2012

(Stated in Canadian dollars)


	2012		2011
	$		$

Cash (used for) provided by:
Operating activities
Net loss and comprehensive loss	(3,566,641	)	(2,967,411	)
Items not involving cash
Amortization of equipment	22,307		15,632
Finance expense	2,296		3,098
Finance income	(63,920	)	(40,366	)
Unrealized foreign exchange loss	149,449		151,693
Share-based compensation	857,533		688,535
Gain on sale of equipment	-		(11,503	)
Other expense	122,942		-
	(2,476,034	)	(2,160,322	)
Net changes in non-cash working capital
Trade and other receivables	22,691		(43,292	)
Prepaid expenses	(125,563	)	462
Trade and other payables	(20,241	)	93,647
	(2,599,147	)	(2,109,505	)

Investing activities
Interest received	63,920		40,366
Purchase of equipment	(166,253	)	(157,493	)
Proceeds on disposal of equipment	-		12,613
Expenditures on mineral interests	(11,787,747	)	(5,487,362	)
	(11,890,080	)	(5,591,876	)

Financing activities
Interest paid	(2,296	)	(3,098	)
Common shares issued on financing	8,096,000		12,719,000
Common shares issued upon exercise of options	167,114		57,075
Common shares issued upon exercise of warrants	6,750		18,000
Share issue costs	(655,867	)	(1,084,883	)
	7,611,701		11,706,094

Effect of exchange rates on cash	22,460		(163,777	)

(Decrease) increase in cash and cash equivalents	(6,877,526	)	4,004,713
Cash and cash equivalents, beginning of year	8,401,429		4,560,493
Cash and cash equivalents, end of year	1,546,363		8,401,429

Cash and cash equivalents are comprised of
Cash	1,546,363		2,325,786
Canadian treasury bills	-		6,075,643
	1,546,363		8,401,429

Supplemental cash flow information (Note 12)

Page 8

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


1.	Description of business and going concern

Kimber Resources Inc. (“Kimber” or the “Company”) is incorporated in British Columbia, Canada, and is involved in the acquisition and exploration of mineral right interests in Mexico.

The head office, principal address and registered and records office of the Company are located at Suite 215 - 800 West Pender Street, Vancouver, BC V6C 2V6.

At the date of these consolidated financial statements, Kimber has not yet determined whether any of its mineral rights contain economically recoverable mineral reserves. Accordingly, the carrying amount of mineral interests represents cumulative expenditures incurred to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of Kimber to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory, or other constraints.

Although Kimber has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee Kimber’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

These consolidated financial statements have been prepared on a going concern basis, which assumes Kimber will continue in operations for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. Kimber does not generate cash flows from operations and accordingly, Kimber will need to raise additional funds through future issuance of securities. Although Kimber has been successful in raising funds in the past, there can be no assurance Kimber will be able to raise sufficient funds in the future, in which case Kimber may be unable to meet its obligations as they come due in the normal course of business. If Kimber cannot raise funds, its mining properties may be joint ventured, optioned, sold or abandoned.

Kimber has not determined whether any of its properties contain mineral reserves that are economically recoverable. It is not possible to predict whether financing efforts will be successful or if Kimber will attain profitable level of operations. Kimber has incurred losses since inception, has an accumulated deficit of $26,592,875 as of June 30, 2012 (June 30, 2011 - $23,026,234) and a net loss of $3,566,641 (2011 - $2,967,411) for the year ended June 30, 2012. These conditions may raise substantial doubt regarding Kimber’s ability to continue as a going concern. Should Kimber be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts on the statement of financial position.

The consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest dollar except where otherwise indicated.

Page 9

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


2.	Basis of preparation


	(a)	Statement of compliance

These consolidated financial statements represent the Company’s first annual consolidated financial statements prepared in accordance with and in full compliance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company adopted IFRS in accordance with IFRS 1, “First-time Adoption of International Financial Reporting Standards” (IFRS 1”) with a transition date of July 1, 2010, as discussed in Note 15.

The Company’s consolidated financial statements were previously prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). Note 15 includes reconciliations of the Company’s consolidated statement of financial position and statement of net loss and comprehensive loss as at the date of transition and for the 2011 comparative periods prepared in accordance with GAAP to those prepared and reported in these consolidated financial statement in accordance with IFRS.


	(b)	Basis of presentation

The financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in Note 3.

These consolidated financial statements include the accounts of Kimber, and its wholly-owned Mexican subsidiaries, Minera Monterde, S. de R.L de C.V., Minera Pericones, S.A. de C.V. and Kimber Resources de Mexico, S.A. de C.V.


	(c)	Adoption of new and revised standards and interpretations

These consolidated financial statements have been prepared in accordance with IFRS effective as of June 30, 2012.

At the date of authorization of these financial statements, the IASB and IFRIC have issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods:

	(i)	The following five new Standards were issued by the IASB in May 2011, and are effective for annual periods beginning on or after January 1, 2013. Early application is permitted if all five Standards are adopted at the same time. The Company is assessing the impact of these standards.


	(1)	Consolidated financial statements

IFRS 10 Consolidated Financial Statements (“IFRS 10”) will replace existing guidance on consolidation in IAS 27 Consolidated and Separate Financial Statements, and SIC 12 Consolidation – Special Purpose Entities. The portion of IAS 27 that deals with separate financial statements will remain. IFRS 10 changes the definition of control, such that the same consolidation criteria will apply to all entities. The revised definition focuses on the need to have both “power” and “variable returns” for control to be present. Power is the current ability to direct the activities that significantly influence returns. Variable returns can be positive, negative or both. IFRS 10 requires continuous assessment of control of an investee in line with any changes in facts and circumstances.

Page 10

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


2.	Basis of preparation (continued)

	(c)	Adoption of new and revised standards and interpretations (continued)

		(i)	(continued)

			(2)	Joint arrangements

IFRS 11Joint Arrangements(“IFRS 11”) will replace IAS 31Interests in Joint Ventures,and SIC 13Jointly Controlled Entities – Non-monetary Contributions by Venturers. IFRS 11 defines a joint arrangement as an arrangement where two or more parties contractually agree to share control. Joint control exists only when the decisions about activities that significantly affect the returns of an arrangement require the unanimous consent of the parties sharing control. The focus is not solely on the legal structure of joint arrangements, but rather on how the rights and obligations are shared by the parties to the joint arrangement. IFRS 11 eliminates the existing policy choice of proportionate consolidation for jointly controlled entities. In addition, the Standard categorizes joint arrangements as either joint operations or joint ventures.


	(3)	Disclosure of interests in other entities

IFRS 12Disclosure of Interests in Other Entities(“IFRS 12”) is the new Standard for disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. Matters covered include information about the significant judgments and assumptions that any entity has made in determining whether it has control, joint control or significant influence over another entity.


	(4)	Separate financial statements

IAS 27Separate Financial Statements(“IAS 27”) has been updated to require an entity presenting separate financial statements to account for those investments at cost or in accordance with IFRS 9Financial Instruments.The amended IAS 27 excludes the guidance on the preparation and presentation of consolidated financial statements for a group of entities under the control of a parent currently within the scope of the current IAS 27Consolidated and Separate Financial Statementsthat is replaced by IFRS 10.


	(5)	Investments in associates and joint ventures

IAS 28Investments in Associates and Joint Ventures(“IAS 28”) has been revised and it is to be applied by all entities that are investors with joint control of, or significant influence over, an investee. The scope of IAS 28Investments in Associatesdoes not include joint ventures.

(ii)

IFRS 13Fair Value Measurement(“IFRS 13”) was issued by the IASB in May 2011, and is effective for annual periods beginning on or after January 1, 2013. Early application is permitted. IFRS 13 was issued to remedy the inconsistencies in the requirements for measuring fair value and for disclosing information about fair value measurement in various current IFRSs. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, i.e. an exit price. The Company is assessing the impact of this standard.

Page 11

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


2.	Basis of preparation (continued)

	(c)	Adoption of new and revised standards and interpretations (continued)

	(iii)	IAS 1,Presentation of Financial Statements(‘‘IAS 1’’) The IASB has amended IAS 1 to require additional disclosures for items presented in other comprehensive income (‘‘OCI’’) on a before-tax basis and requires items to be grouped and presented in OCI based on whether they are potentially reclassifiable to profit or loss subsequently (i.e. items that may be reclassified and those that will not be reclassified to profit or loss). This amendment is effective for annual periods beginning on or after July 1, 2012 and requires full retrospective application. The Company will apply this amendment beginning the first quarter of its 2013 fiscal year and has yet to assess the impact to its consolidated financial statements.

	(iv)	IFRS 9,Financial Instruments(‘‘IFRS 9’’) On November 12, 2009, the IASB issued IFRS 9 to replace IAS 39, Financial Instruments: Recognition and Measurement (‘‘IAS 39’’). IFRS 9 addresses the classification and measurement of financial assets. IFRS 9 was subsequently reissued on October 28, 2010, incorporating new requirements on accounting for financial liabilities. On December 16, 2011, the effective date of IFRS 9 was changed to annual periods beginning on or after January 1, 2015. The Company is assessing the impact of this standard.

	(v)	IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine ("IFRIC 20") was issued by the IASB in October 2011 and is effective for annual periods beginning on or after January 1, 2013. Early application is permitted. IFRIC 20 was issued to address the accounting for costs associated with waste removal in surface mining ("stripping costs"). The interpretation clarifies when production stripping should lead to the recognition of an asset and how the asset should be measured, both initially and in subsequent periods. The Company is assessing the impact of this standard.


3.	Summary of significant accounting policies

	(a)	Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its controlled subsidiaries. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of net loss and comprehensive loss from the effective date of control or up to the effective date of loss of control, as appropriate.

All intercompany transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination. Losses applicable to the non-controlling interests in excess of their interest in the subsidiary’s equity are allocated against the interests of the Company except to the extent that the non-controlling interests have a binding obligation and are able to make an additional investment to cover the losses.

Page 12

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)

	(b)	Interest income

		Interest income from financial assets is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

	(c)	Foreign currencies

		The Company’s reporting currency and the functional currency of all of its operations is the Canadian dollar as this is the principal currency of the economic environment in which the Company operates and is the principal currency in which the funds from financing activities are generated.

		Transactions in foreign currencies are initially recorded at the functional currency rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the date of the statement of financial position.

		Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

	(d)	Equipment

		Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

		Depreciation is provided at rates calculated to write off the cost of equipment, less their estimated residual value, using the declining balance method at the following annual rates:


	Camp and equipment	10%
	Camp vehicles	25%
	Computer equipment	30%
	Computer software	100%
	Office fixtures and equipment	20%

An item of equipment is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of net loss and comprehensive loss.

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for equipment and any changes arising from the assessment are applied by the Company prospectively.

Page 13

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(e)	Mineral interests

All acquisition costs, exploration and direct field costs are capitalized 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, impaired or abandoned.

Management reviews the carrying amounts of mineral interests 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 interests’ fair value is also based upon a review of other mineral interest 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 interest are expensed as incurred.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Mineral interests 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 interests, with any excess being included in operations. No option payments were received during the years ended June 30, 2012 and 2011.


	(f)	Share-based compensation

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of equity awards, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified or the fair values not readily determinable, they are measured at fair value of the share-based compensation.

The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share option reserve.

Page 14

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(f)	Share-based compensation (continued)

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

The dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share.


	(g)	Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset until the asset is substantially ready for its intended use. Other borrowing costs are expensed in the period incurred.


	(h)	Taxation

Income tax expense represents the sum of tax currently payable and deferred tax. If the current and deferred tax relates to items recognized directly in equity or in other comprehensive income, the related taxes are recognized in equity or other comprehensive income.

Current income taxes

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are substantively enacted by the date of the statement of financial position.

Deferred income taxes

Deferred income tax is provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Page 15

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(h)	Taxation (continued)

Deferred income tax (continued)

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each date of the statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.


	(i)	Loss per share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The calculation assumes that proceeds upon the exercise of the options and warrants are used to purchase common shares at the average market price during the period. During the years ended June 30, 2012 and 2011, all the outstanding stock options and warrants were anti-dilutive.

Page 16

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(j)	Valuation of warrants

Kimber allocates a value, based on relative fair value, to warrants issued as part of equity financing. Warrants issued in conjunction with equity or debt instruments are valued on relative fair value basis using the Black-Scholes option pricing model.


	(k)	Financial assets

All financial assets are initially recorded at fair value and designated upon inception into one of the following four categories: held to maturity, available for sale, loans and receivables or at fair value through profit or loss (“FVTPL”).

Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit and loss.

Financial assets classified as loans and receivables and held to maturity are measured at amortized cost using the effective interest method less any allowance for impairment. The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.

Financial assets classified as available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) except for losses in value that are considered other than temporary or a significant or prolonged decline in the fair value of that investment below its cost.

Transaction costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.


	(l)	Financial liabilities

All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities.

Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred.

Page 17

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(l)	Financial liabilities (continued)

At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss in the period in which they arise. The net gain or loss recognized in profit or loss excludes any interest paid on the financial liabilities.


	(m)	Impairment of financial assets

The Company assesses at each date of the statement of financial position whether a financial asset is impaired.

Assets carried at amortized cost

If there is objective evidence that an impairment loss on assets carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is then reduced by the amount of the impairment. The amount of the loss is recognized in income or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized. Any subsequent reversal of an impairment loss is recognized in income or loss.

In relation to trade receivables, a provision for impairment is made and an impairment loss is recognized in income and loss when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are written off against the allowance account when they are assessed as uncollectible.

Available for sale

If an available for sale asset is impaired, an amount comprising the difference between its cost and its current fair value, less any impairment loss previously recognized in income or loss, is transferred from other comprehensive income to income or loss. Reversals in respect of equity instruments classified as available for sale are not recognized in income or loss.

Page 18

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(n)	Impairment of non-financial assets

At each date of the statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

	(o)	Cash and cash equivalents

		Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and Canadian and U.S. Government Treasury bills with an original maturity of three months or less, which are readily convertible into a known amount of cash.
	(p)	Provisions

		Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

		Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. Any increase in a provision due solely to passage of time is recognized as interest expense.

	(q)	Related party transactions

		Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Page 19

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)

	(r)	Significant accounting judgments and estimates

		The preparation of these financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

		The most significant estimates relate to amortization of equipment, recoverability of trade and other receivables, valuation of deferred income tax amounts, impairment of mineral interests and the calculation of share-based compensation.

		The most significant judgments relate to recoverability of capitalized amounts, recognition of deferred tax assets and liabilities, the determination of functional currency, the determination of the economic viability of a project and the preparation of consolidated financial statements on a going concern basis.

		Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:

	(i)	Impairment of mineral interests

		Management considers both external and internal sources of information in assessing whether there are any indications that Kimber’s mineral interests are impaired. External sources of information management considers include changes in the market, economic and legal environment in which Kimber operates that are not within its control and affect the recoverable amount of its mineral interests. Internal sources of information management consider includes indications of economic performance of the asset, the Company’s future plans related to the property, and the Company’s ability to meet further commitments required to continue work on the property.
	(ii)	Amortization rate and residual values for equipment

		Amortization expenses are allocated based on assumed asset lives. Should the asset’s residual value, asset life or amortization rates differ from the initial estimate an adjustment would be made in the consolidated statement of net loss and comprehensive loss.

	(iii)	Valuation of share-based compensation

		Kimber uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions included expected price volatility, interest rate and forfeiture rate. Changes in input assumptions can materially affect the fair value estimate and comprehensive loss and equity reserves.

Page 20

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


3.	Summary of significant accounting policies (continued)


	(r)	Significant accounting judgments and estimates (continued)

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

	(i)	Economic recoverability and probability of future economic benefits of capitalized mineral interests.

		Management has determined that exploratory drilling, evaluation, development and related costs incurred which were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, resource estimates, scoping and prefeasibility studies and existing permits and mine plans.

	(ii)	Functional Currency

		The functional currency for each of Kimber’s subsidiaries is the currency of the primary economic environment in which the entity operates. Kimber has determined that the current functional currency of the consolidated entity is the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and Kimber reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.


4.	Segmented information

At June 30, 2012 the Company has one reportable operating segment, being mineral exploration.

An operating segment is defined as a component of the Company:

that engages in business activities from which it may earn revenues and incur expenses;
whose operating results are reviewed regularly by the entity’s chief operating decision maker; and
for which discrete financial information is available.

Page 21

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


4.	Segmented information (continued)

The Company operates in two geographical areas, being Canada, and Mexico. The following is an analysis of the Company’s assets by geographical area and reconciled to the Company’s consolidated financial statements:


	June 30,	June 30,	July 1,
	2012	2011	2010
	$	$	$
		(Note 15)	(Note 15)
Assets by geographic segment, at cost
Canada
Current assets	1,774,479	8,503,709	4,638,504
Equipment	69,185	49,782	61,346
	1,843,664	8,553,491	4,699,850

Mexico
Current assets	1,468,869	1,104,022	408,413
Equipment	529,169	499,302	436,614
Mineral interests	58,966,941	48,839,128	42,647,361
	60,964,979	50,442,452	43,492,388
	62,808,643	58,995,943	48,192,238


5.	Trade and other receivables

Trade and other receivables are comprised primarily of IVA value added tax credits refundable from the Government of Mexico which is currently calculated as 16% of expenditures in Mexico. Though Kimber has been experiencing delays in obtaining IVA refunds, Kimber has been receiving IVA refunds on an ongoing basis and expects to continue to recover outstanding amounts. As at June 30, 2012, IVA of $Nil (June 30, 2011 - $180,910; July 1, 2010 - $19,656) has been outstanding for more than one year. Subsequent to June 30, 2012, the Company received $564,365 in IVA refunds.

At June 30, 2012, the Company recorded a provision of $122,942 (June 30, 2011 - $nil; July 1, 2010 -$nil) for trade and other receivables which have been outstanding for more than one year and for which there have been no receipts in the past year. This provision has been recognized as other expense during the year.


	June 30,	June 30,	July 1,
	2012	2011	2010
	$	$	$

IVA tax receivable	1,371,200	1,009,003	328,203
HST receivable	40,999	58,928	20,888
Other receivables	5,557	10,863	6,380
	1,417,756	1,078,794	355,471

Page 22

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


6.	Equipment


									Office
	Camp and		Camp		Computer		Computer		fixtures and
	equipment		vehicles		equipment		software		equipment	Total
	$		$		$		$		$	$
Cost

At July 1, 2010	511,382		222,726		181,117		70,178		79,241	1,064,644
Additions	67,232		72,719		14,394		2,653		495	157,493
Disposals	(12,632	)	(89,753	)	(15,906	)	(468	)	-	(118,759	)
At June 30, 2011	565,982		205,692		179,605		72,363		79,736	1,103,378
Additions	89,487		13,738		38,654		22,919		1,501	166,299
Disposals	(14,369	)	-		(28,675	)	-		-	(43,044	)
At June 30, 2012	641,100		219,430		189,584		95,282		81,237	1,226,633

Amortization

At July 1, 2010	203,205		148,998		108,187		66,486		39,808	566,684
Amortization for the year	38,758		32,399		24,768		2,868		6,466	105,259
Disposals	(12,632	)	(88,643	)	(15,906	)	(468)		-	(117,649	)
At June 30, 2011	229,331		92,754		117,049		68,886		46,274	554,294
Disposals	(14,369	)	-		(28,675	)	-		-	(43,044	)
Amortization for the year	41,031		39,515		22,114		8,728		5,641	117,029
At June 30, 2012	255,993		132,269		110,488		77,614		51,915	628,279

Net book values

At July 1, 2010	308,177		73,728		72,930		3,692		39,433	497,960
At June 30, 2011	336,651		112,938		62,556		3,477		33,462	549,084
At June 30, 2012	385,107		87,161		79,096		17,668		29,322	598,354

Page 23

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


7.	Mineral interests

Kimber’s mineral interests relate to mineral rights for the Monterde property located in the State of Chihuahua, Mexico.

Kimber holds mineral rights to the Pericones and Setago properties in State of Estado de Mexico, Mexico and the State of Chihuahua, Mexico. All expenditures on these two properties have been previously written off or expensed previously.

During the year ended June 30, 2012 Kimber capitalized $10,127,813 of costs to mineral interests (June 30, 2011 - $6,191,767).

Monterde Property

The Monterde Property consists of the Monterde concessions, the contiguous El Coronel concessions and staked concessions. The entire Monterde Property comprises of 35 mineral concessions totalling 29,296 hectares in the Sierra Madre in the State of Chihuahua, Mexico.

Monterde concessions

Kimber owns a 100% interest in the Monterde concessions having acquired the concessions by payment of total consideration of $1,477,043 (US$1,129,900).

El Coronel concessions

Kimber owns a 100% interest in the El Coronel mineral concessions by having made total payments of $1,206,958 (US$1,000,000).

Staked concessions

Kimber has a 100% interest in concessions that were staked adjacent to the Monterde concessions and El Coronel concessions. There are no payment obligations for these staked concessions aside from semi-annual taxes.

Pericones and Setago Properties

The Pericones Property is located approximately 160 southwest of Mexico City and covers 11,890 hectares. The Setago Property lies approximately 24 kilometers to the west of Monterde and covers 10,069 hectares. Previous expenditures on both these properties have been expensed in previous periods.

Page 24

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


7.	Mineral interests (continued)


		Expenditures		Expenditures
	June 30,	during the	June 30,	during the	July 1,
Mexico	2012	period	2011	period	2010
	$	$	$	$	$

Monterde Property
Acquisition	3,257,567	142,813	3,114,754	103,845	3,010,909

Exploration
Amortization	819,346	94,676	724,670	89,621	635,049
Assays	5,548,789	1,265,001	4,283,788	482,902	3,800,886
Drilling	19,853,580	4,680,555	15,173,025	2,042,686	13,130,339
Engineering	4,313,058	837,261	3,475,797	809,735	2,666,062
Environment study	1,695,906	271,534	1,424,372	93,805	1,330,567
Field, office	2,681,946	666,754	2,015,192	575,186	1,440,006
Geological, geophysical	9,052,537	906,324	8,146,213	998,730	7,147,483
Legal	948,727	94,610	854,117	98,939	755,178
Maps, reports, reproductions	1,334,237	105,462	1,228,775	96,523	1,132,252
Metallurgy	1,309,532	255,826	1,053,706	167,429	886,277
Road and drill site construction	2,284,613	99,023	2,185,590	142,763	2,042,827
Salaries and wages	1,057,538	142,607	914,931	93,388	821,543
Scoping study	25,482	-	25,482	-	25,482
Socioeconomic studies	65,301	-	65,301	-	65,301
Stakeholder costs	69,174	-	69,174	-	69,174
Supplies	2,699,234	403,335	2,295,899	287,170	2,008,729
Travel, accomodation	1,950,374	162,032	1,788,342	109,045	1,679,297
	55,709,374	9,985,000	45,724,374	6,087,922	39,636,452
Total mineral interests	58,966,941	10,127,813	48,839,128	6,191,767	42,647,361

Page 25

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


8.	Equity and share capital


	(a)	Share capital

As at June 30, 2012, the Company had 82,459,937 (June 30, 2011 - 77,185,086; July 1, 2010 - 68,010,586) common shares issued and outstanding. The Company is authorized to issue an unlimited number of common shares at no par value.


	(b)	Stock option plan

On December 12, 2007, the shareholders of Kimber approved the adoption of a new 2007 Stock Option Plan that allows for the grant of stock options up to 10% of the issued and outstanding common shares from time to time, less the number of stock options outstanding under Kimber’s former 2002 Stock Option Plan.

The exercise price is generally set at the closing price on the last trading date preceding the date of their grant and vests in accordance with the determination of the Board of Directors, generally one third on the date of grant and an additional third at the end of each nine month period thereafter.

The Compensation Committee determines and makes recommendations to the Board of Directors as to the recipients of, and nature and size of, share-based compensation awards in compliance with applicable securities law, stock exchange and other regulatory requirements.

There were 1,790,000 options issued during the year ended June 30, 2012. The weighted average fair value of the options issued during the year ended June 30, 2012 was estimated at $0.54 per option (June 30, 2011 - $0.73) at the grant date using the Black-Scholes option pricing model. The weighted average assumptions used for the calculation were:


	Year ended	Year ended
	June 30,	June 30,
	2012	2011

Risk free interest rate	1.09%	1.64%
Expected life	2.80 years	3 years
Expected volatility (i)	80%	80%
Expected dividend per share	$Nil	$Nil
Forfeiture rate	5%	5%

(i) Expected volatility has been based on historical volatility of the Company’s publicly traded shares.

The total share-based compensation recognized for the year ended June 30, 2012 was $857,533 (2011 - $688,535) and has been allocated to salaries and benefits.

Page 26

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)


8.	Equity and share capital (continued)


	(c)	Outstanding stock options

The following is a summary of option transactions under the Company’s stock option plan:


	Year ended June 30,				Year ended June 30,
				2012				2011
				Weighted				Weighted
				average				average
	Number of			exercise	Number of			exercise
	options			price	options			price
				$				$

Balance, beginning of period	5,466,325		$	1.14	4,705,715		$	1.09
Options granted	1,790,000		$	1.27	1,175,000		$	1.38
Options exercised	(211,101	)	$	0.79	(79,500	)	$	0.72
Options forfeited	(73,649	)	$	1.30	(124,890	)	$	0.95
Options expired	(749,610	)	$	2.40	(210,000	)	$	1.61
Balance, end of period	6,221,965		$	1.03	5,466,325		$	1.14

The following table summarizes information about stock options outstanding and exercisable at June 30, 2012:


			Options outstanding			Options exercisable
			Weighted			Weighted
			average		Options	average
			remaining		outstanding	remaining
Exercise		Options	contractual		and	contractual
price		outstanding	life (years)		exercisable	life (years)
$

$0.85		25,000	0.22		25,000	0.22
$0.86		400,000	0.25		400,000	0.25
$0.78		400,000	0.42		400,000	0.42
$0.79		400,000	0.62		400,000	0.62
$0.65		1,121,215	1.58		1,121,215	1.58
$1.15		1,015,110	2.62		1,015,110	2.62
$1.38		1,050,140	3.61		735,140	3.61
$1.60		20,500	3.95		20,500	3.95
$1.27		75,000	4.37		25,000	4.37
$1.03		650,000	4.54		166,667	4.54
$1.19		1,065,000	4.62		300,000	4.62
		6,221,965	2.74		4,608,632	2.16

Weighted average exercise price	$	1.03		$	0.98

The weighted average share price at the date options were exercised during the year ended June 30, 2012 was $1.59. (June 30, 2011 - $1.32)

Page 27

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

8.	Equity and share capital (continued)

(d)

Warrants

The continuity of warrants for the years ended June 30, 2012 and 2011 is as follows:


			Weighted		Weighted
			average		average
	Warrants		exercise		remaining
	outstanding		price	Expiry date	life (years)
			$
Balance, July 1, 2010	2,000,000		1.80	September 24, 2010	0.24
Issued	4,542,500		1.80	December 23, 2012	1.48
Issued	544,050		1.40	December 23, 2012	1.48
Expired	(2,541	)	1.80
Exercised	(10,000	)	1.80
Balance, June 30, 2011	7,074,009		1.77		1.13
Expired	(1,997,459	)	1.80
Exercised	(3,750	)	1.80
Balance, June 30, 2012	5,072,800		1.76		0.48

On September 13, 2010, Kimber announced the extension of the expiry date of the warrants issued in connection with its private placement financing which closed on September 24, 2008. The expiry date of the warrants to purchase 1,997,459 common shares at a purchase price of $1.80 per share expiring on September 24, 2010 was extended to September 24, 2011. The value attributed to the warrant extension was not material. These warrants expired unexercised on September 24, 2011.

	(e)	Private placements

(i)

On December 23, 2010, Kimber closed a $12,719,000 offering consisting of 9,085,000 units issued at a price of $1.40 per unit. Each unit consisted of one common share of Kimber and one-half of one common share purchase warrants. Each whole warrant entitles the holder to purchase one common share of Kimber for a period of two years following the closing at a price of $1.80. Kimber allocated $659,595 to warrant reserve for the relative value of the warrants which were issued as part of the offering. The value of the warrants was calculated using the Black- Scholes model with the following assumptions, risk free interest rate of 1.7% expected share price volatility of 35% expected life of warrant of 2 years, and a dividend yield of nil.

The underwriters received a cash commission of 6.5% of the gross proceeds raised through the offering, except with respect to the sale of 715,000 units to certain purchasers introduced by Kimber (“President’s List”) in which a cash commission of 4% was paid to the underwriters. The underwriters also received 544,050 warrants equal to 6.5% of the units issued through the offering, excluding the units deemed as part of the President’s List. Each underwriter warrant entitles the holder to purchase one common share of Kimber for a period of two years following the closing at a price of $1.40. Total share issue costs of $1,230,964 were incurred related to the offering, which includes the commissions of $801,710, the fair value of the underwriter warrants of $146,081, and other issue costs of $283,173.

Page 28

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

8.	Equity and share capital (continued)

	(e)	Private placements (continued)

(i)

(continued)

The value of the underwriter warrants was calculated using the Black-Scholes model with the following assumptions, risk free interest rate of 1.70%, expected share price volatility of 35%, expected life of warrant of 2 years, and a dividend yield of nil. The issue costs, net of the underwriter warrants, totaling $1,084,883, were allocated $1,028,621 to share capital and $56,262 to warrant reserve respectively.

	(ii)	On July 26, 2011, Kimber announced the closing of a bought deal private placement. 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. Total share issue costs of $655,867 were incurred related to the private placement, which includes the commission of $526,240 and other share issue costs of $129,627.

9.	Income taxes

(a)

Income tax expense reported differs from the amount computed by applying the combined Canadian federal and provincial income tax rates, applicable to the Company, to the loss before the tax provision due to the following:


	2012		2011
	$		$

Loss before tax	(3,566,641	)	(2,967,411	)
Statutory tax rate	25.75%		27.50%
Expected income tax recovery	(918,000	)	(816,000	)

Changes attributable to:
Non-deductible expenses	127,000		123,000
Difference in tax rates between Canada and foreign jurisdictions	(8,000	)	167,000
Tax effect of tax losses and temporary differences not recognized	783,000		651,000
Effect of change in future tax rates and others	16,000		(125,000	)
Income tax expense	-		-

Page 29

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

9.	Income taxes (continued)

(b)

The deductible temporary differences and unused tax losses of the Company are attributable to the following:


	2012		2011
	$		$

Non-capital losses	60,465,925		60,762,821
Share issue costs	1,418,660		1,289,061
Equipment	189,558		163,183
	62,074,143		62,215,065
Mineral interests	(50,343,573	)	(41,671,524	)
Unrecognized deductible temporary differences	11,730,570		20,543,541

Deferred tax assets are recognized to the extent that the realization of the related tax benefits through future taxable profit is probable. The ability to realize the tax benefits is dependent upon numerous factors, including the future profitability of operations in the jurisdiction in which the tax benefit arise. No deferred tax assets were recognized during the year ended June 30, 2012 and June 30, 2011.

(c)

Expiry dates of unused tax losses

At June 30, 2012, the Company has non-capital operating losses of approximately $17,895,000 (2011 - $15,288,000) for deduction against future taxable income in Canada. The operating losses expire as follows:


		$

	2014	1,132,000
	2025	1,244,000
	2026	1,805,000
	2027	3,346,000
	2028	2,202,000
	2029	1,443,000
	2030	1,676,000
	2031	2,438,000
	2032	2,609,000
		17,895,000

Page 30

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

9.	Income taxes (continued)

(c)

Expiry dates of unused tax losses (continued)

At June 30, 2012, the Company has losses of approximately $42,617,000 (2011 -$41,829,000) for deduction against future taxable income in Mexico. These losses expire as follows:


		$

	2012	439,000
	2013	1,146,000
	2014	3,701,000
	2015	5,517,000
	2016	9,811,000
	2017	4,461,000
	2018	4,473,000
	2019	2,275,000
	2020	2,291,000
	2021	7,878,000
	2022	625,000
		42,617,000

Tax losses in Mexico have been calculated according to tax laws which are substantively enacted as at June 30, 2012. The Company has not recognized losses where uncertainty exists with respect to the recognition of these losses.

10.

Capital risk management

The capital structure of Kimber consists of equity attributable to common shareholders comprising share capital, share option reserve, warrant reserve and deficit. Total capital as at June 30, 2012 was $61,985,816 (June 30, 2011 - $57,080,927). Kimber has no externally imposed capital requirements.

Kimber’s objectives when managing capital are to maintain adequate capital resources to safeguard Kimber’s ability to continue as a going concern, to maintain adequate levels of funding to support the acquisition, exploration and development of mineral properties, to maintain and enhance investor, creditor and market confidence, to sustain future development of the business, and to provide returns to shareholders and benefits for other stakeholders.

Page 31

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

11.	Financial instruments

(a)

Categories of financial instruments


		June 30,	June 30,	July 1,
	Classification	2012	2011	2010
		$	$	$
Financial assets
Cash and cash equivalents	Loans and receivables	1,546,363	8,401,429	4,560,493
Trade and other receivables	Loans and receivables	1,417,756	1,078,794	355,471
Total financial assets		2,964,119	9,480,223	4,915,964


Financial liabilities
Trade and other payables	Other liabilities	822,827	1,915,016	541,627
Total financial liabilities		822,827	1,915,016	541,627

(b)

Fair value

The fair value of the Company’s financial instruments approximates their carrying value as at June 30, 2012 because of the demand nature or short-term maturity of these instruments.

(c)

Financial risk management objectives and policies

The Company’s financial instruments include cash and cash equivalents, trade and other receivables and trade and other payables. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i)

Currency risk

The operating results and financial position of Kimber are reported in Canadian dollars. Certain of Kimber’s financial instruments and transactions are denominated in currencies other than the Canadian dollar. The results of Kimber’s operations are subject to currency transaction and translation risk.

Kimber’s exploration and some administration costs are incurred in Mexico and are denominated in Mexican pesos or U.S. dollars. The fluctuation of the U.S. dollar and Mexican peso in relation to the Canadian dollar will consequently impact Kimber’s operating results and may affect the value of Kimber’s assets and the amount of the shareholders’ equity. Kimber does not currently hedge its exposure to foreign exchange movements.

Page 32

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

11.

Financial instruments (continued)


	(c)	Financial risk management objectives and policies (continued)

(i)

Currency risk (continued)

A significant amount (2012 - 48%; 2011 - 88%) of Kimber’s monetary assets are held in Canadian dollars. A 5% change in the U.S. dollar and Mexican peso will affect Kimber as is indicated in the following table.


	Years ended June 30,
	2012	2011
	$	$
Change in loss
United States dollar	4,380	59,115
Mexican pesos	64,529	12,486

(ii)

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents and trade and other receivable. The maximum risk exposure is limited to their carrying amounts at the date of the statement of financial position. Cash and cash equivalents are held as cash deposits or invested in Treasury bills with various maturity dates. Kimber does not invest in asset-backed securities and does not expect any credit losses. Kimber periodically assesses the quality of its deposits.

Trade and other receivables consist primarily of paid value added tax recoverable (“IVA”) from the Mexican Government for Mexican expenditures. Kimber regularly reviews the collectability of its amounts receivable. Other than discussed in Note 5, there is no indication at this time that the IVA amounts will not be collected in full.

(iii)

Liquidity risk

Liquidity risk is the risk that Kimber may not be able to meet its financial obligations as they become due (Note 1). Kimber attempts to ensure that there is sufficient cash and cash equivalents to meet its business requirements on a timely basis. Kimber prepares regular budgets which are approved by the Board of Directors and also prepares cash flow forecasts on a regular basis.

The following table details Kimber’s expected remaining contractual maturities for its financial liabilities. The table is based on the undiscounted cash flows of financial liabilities based on the earliest date on which Kimber can be required to satisfy the liabilities.

Page 33

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

11.

Financial instruments (continued)


	(c)	Financial risk management objectives and policies (continued)


	(iii)	Liquidity risk (continued)


	Less than
	1 month	1-3 months	Total
	$	$	$
At June 30, 2012
Trade and other payables	534,554	288,273	822,827
At June 30, 2011
Trade and other payables	1,631,757	283,259	1,915,016
At July 1, 2010
Trade and other payables	348,627	193,000	541,627

12.

Supplemental cash flow information

Non-cash financing and investing activities

In the years ended June 30, 2012 and 2011, the Company incurred the following non-cash investing and financing transactions.


	Year ended June 30,
	2012	2011
	$	$

Amortization capitalized to mineral interests	94,676	89,621
Transfer of share option reserve upon exercise of stock options	77,306	25,850
Transfer of warrants reserve upon exercise of warrants	558	1,488

13.

Commitments for expenditures

Operating lease

Kimber leases its premises in Vancouver under an operating lease which expires in the fiscal year ended June 30, 2013. At June 30, 2012, the Company is obligated to make $62,235 in basic rental payments under the lease for the year ended June 30, 2013. In addition Kimber has the obligation to pay its proportionate share of operating costs and taxes for the building.

Page 34

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

14.

Compensation of key management personnel

The remuneration of directors and other members of key management is as follows:


	2012	2011
	$	$

Management salaries and director's fees	928,000	625,000
Management bonus payments	170,000	86,000
Other management benefits	10,000	7,000
Share based compensation	738,000	541,000
	1,846,000	1,259,000

The remuneration of directors and key executives is recommended by the Compensation Committee and approved by the Board of Directors having regard to the performance of individuals and market trends.

15.

First time adoption of IFRS

The Company has adopted IFRS on July 1, 2011 with a transition date of July 1, 2010. These consolidated financial statements for the year ended June 30, 2012 are the Company’s first annual financial statements in accordance with IFRS 1. This note explains the adjustments made by the Company in converting its GAAP statement of financial position at July 1, 2010 and June 30, 2011. Under IFRS 1,First Time Adoption of International Financial Reporting Standards, IFRS are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under GAAP taken to accumulated deficit unless certain exemptions are applied. The Company elected to take the following IFRS 1 optional exemptions:

	(a)	IFRS 3 (Revised) Business combinations has not been applied to acquisitions of subsidiaries or of interest in associates and joint ventures that occurred before July 1, 2010.

	(b)	Share-based payment

IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2 Share-based Payment to equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the date of transition to IFRS. The Company has elected not to apply IFRS 2 to awards which had vested prior to the date of transition.

IFRS 1 also outlines specific guideline that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guideline to its opening statement of financial position dated July 1, 2010:

(c)

Estimates

IFRS 1 requires that an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under the entity’s previous GAAP, unless there is objective evidence that those estimates were in error. The Company’s IFRS estimates as of July 1, 2010 are consistent with its Canadian GAAP estimates for the same date.

Page 35

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

15.

First time adoption of IFRS (continued)

Below is the Company’s consolidated statement of financial position as at the transition date of July 1, 2010 under IFRS.


				Effect of
		Canadian		transition
	Note	GAAP		to IFRS		IFRS
		$		$		$
Assets
Current assets
Cash and cash equivalents		4,560,493		-		4,560,493
Trade and other receivables		355,471		-		355,471
Prepaid expenses		130,953		-		130,953
Total current assets		5,046,917		-		5,046,917

Equipment		497,960		-		497,960
Mineral interests		42,647,361		-		42,647,361
Total assets		48,192,238		-		48,192,238

Liabilities
Current liabilities
Trade and other payables		541,627		-		541,627
Total current liabilities		541,627		-		541,627

Equity
Share capital		63,556,255		-		63,556,255
Share option reserve	(i)	4,089,747		(459,674	)	3,630,073
Warrant reserve	(ii)	-		523,106		523,106
Deficit	(i)	(19,995,391	)	(63,432	)	(20,058,823	)
Total equity		47,650,611		-		47,650,611
Total liabilities and equity		48,192,238		-		48,192,238

IFRS employs a conceptual framework that is similar to Canadian GAAP. While the adoption of IFRS has not changed the actual cash flows of the Company, the adoption has resulted in changes to the reported financial position and results of operations of the Company. Presented below are reconciliations prepared by the Company to reconcile to IFRS the assets, liabilities, equity, net loss and cash flows of the Company from those reported under Canadian GAAP:

Page 36

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

15.	First time adoption of IFRS (continued)

(a)

Total equity

The following is a reconciliation of the Company’s equity reported in accordance with Canadian GAAP to its equity under IFRS as at June 30, 2011:


								Total
			Share option		Warrant			shareholders'
	Note	Share capital	reserve		reserve	Deficit		equity
		$	$		$	$		$

As reported under Canadian GAAP		74,543,371	5,506,745		-	(22,969,189	)	57,080,927
Share-based compensation	(i)	-	57,045		-	(57,045	)	-
Reclassifications	(ii)	-	(1,271,032	)	1,271,032	-		-
As reported under IFRS		74,543,371	4,292,758		1,271,032	(23,026,234	)	57,080,927

	(b)	Total comprehensive loss


		Year ended
		June 30,
	Note	2011
		$

Net loss and total comprehensive loss for the period under Canadian GAAP		2,973,798
Adjustments for differing accounting treatments:
Share-based compensation	(i)	(6,387	)

Total loss and comprehensive loss for the period under IFRS		2,967,411

(c)

Cash flows

The adoption of IFRS has had no impact on the net cash flows of the Company. The changes made to the statements of financial position and statements of net loss and comprehensive loss have resulted in reclassifications of various amounts on the statements of cash flows, however as there have been no changes to the net cash flows, no reconciliations have been presented. Under IFRS, the Company is presenting cash interest received as an investing activity and cash interest paid as a financing activity, whereas these were included as an operating activity under Canadian GAAP.

Page 37

Kimber Resources Inc.

Notes to the consolidated financial statements

June 30, 2012

(Stated in Canadian dollars)

15.

First time adoption of IFRS (continued)

Notes to the IFRS reconciliation above:

(i)

Share-based compensation

IFRS requires each tranche of a share-based award with different vesting dates to be considered a separate grant for purpose of fair value calculation, and the resulting fair value is amortized over the vesting period of the respective tranches. Furthermore, forfeiture estimates are recognized on the grant date and revised for actual forfeitures in subsequent periods.

Under Canadian GAAP, the fair value of share-based awards with graded vesting was calculated as one single grant and the resulting fair value was recognized on a straight-line basis over the longest vesting period. Forfeitures of awards were only recognized in the period the forfeiture occurred.

As a result, share-based compensation at July 1, 2010 was increased by $63,432, with the respective adjustments in share option reserve and deficit as at July 1, 2010.

During the year ended June 30, 2011, share-based compensation was decreased by $6,387, with the respective adjustments in share option reserve and salaries and benefits expense.

(ii)

Reclassifications

Upon transition to IFRS, the Company has reclassified amounts relating to the fair value allocated to warrants previously included in contributed surplus to a separate warrant reserve.

16.

Subsequent event

On July 18, 2012 Kimber announced that it had entered into a $5 million bridge loan credit facility with Sprott Resource Lending Partnership ("SRLP"). The facility was at an interest rate of 12 percent per annum, payable monthly. The facility was made available through a $3 million drawdown on the closing date and a $2 million drawdown which can be made within 120 days thereafter. The term of the facility is one year, which may be extended for an additional six months, subject to the facility being on good standing, and on payment of an extension fee in the amount of 3% of the amount drawn down. SRLP was paid a structuring fee in the amount of $50,000. In consideration of the drawdown Kimber was obligated to make a share bonus payment of $180,000 being 6% of the advance. On September 10, 2012 285,689 shares were issued to SRLP and its nominees in respect of the share bonus payment.

17.

Approval of the financial statements

The consolidated financial statements of Kimber Resources Inc. for the year ended June 30, 2012 were approved and authorized for issue by the Board of Directors on September 18, 2012.

Page 38

Kimber Resources Inc.
Management’s Discussion and Analysis
For the year ended June 30, 2012

The following management’s discussion and analysis (“MD&A”) of Kimber Resources Inc.’s (“Kimber” or the “Company”) financial position is for the year ended June 30, 2012 compared to the year ended June 30, 2011 and covers information up to the date of this MD&A as stated below. This discussion should be read in conjunction with the attached consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A may contain certain forward-looking statements about Kimber’s future prospects, and Kimber provides no assurance that actual results will meet management’s expectations.

All amounts are stated in Canadian dollars unless indicated otherwise. Additional information regarding Kimber, including its Annual Information Form, is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.com, and on Kimber’s website at www.kimberresources.com.

This management’s discussion and analysis is dated September 18, 2012.

Introduction

Kimber’s strategy is to excel as an exploration and development company specializing in the discovery, definition and development of gold and silver deposits in Mexico, building mineral resources and advancing projects into valuable assets capable of becoming profitable mining operations. Kimber seeks to achieve these goals by focusing activities and cash expenditures on areas that will enhance assets while maintaining safe work conditions, protecting the environment and building strong relationships with local communities and stakeholders.

Kimber’s principal asset is the Monterde project, which is 29,296 hectares (“ha”) in size and is located in the prolific Sierra Madre Gold-Silver belt of Northern Mexico. The Monterde project hosts important gold-silver mineralization and has three deposits located within two kilometres (“km”) of each other. Kimber is currently advancing the Monterde project towards a production decision.

An independent updated Preliminary Economic Assessment for Monterde, prepared in accordance with the reporting requirements of National Instrument 43-101, was filed on SEDAR on July 25, 2011 and was filed on EDGAR on July 28, 2011.

The consolidated financial statements for the years ended June 30, 2012 and 2011 have been prepared on a going-concern basis, which assumes that Kimber will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. Kimber does not generate cash flows from operations and accordingly, Kimber will need to raise additional funds through future issuance of securities. Although Kimber has been successful in raising funds in the past, there can be no assurance Kimber will be able to raise

sufficient funds in the future, in which case Kimber may be unable to meet its obligations as they come due in the normal course of business. If Kimber cannot raise funds, its mining properties may be joint ventured, optioned, sold or abandoned.

Kimber has not determined whether any of its properties contain mineral reserves that are economically recoverable. It is not possible to predict whether financing efforts will be successful or if Kimber will attain profitable level of operations. Kimber has incurred losses since inception, has an accumulated deficit of $26,592,875 as of June 30, 2012 (June 30 2011- $23,026,234) and a net loss of $3,566,641 (2011- $2,967,411) for the year ended June 30, 2012. These conditions may raise substantial doubt regarding Kimber’s ability to continue as a going concern. Should Kimber be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts on the statement of financial position.

The consolidated financial statements for the years ended June 30, 2012 and 2011 do not include any adjustments to the carrying value of assets and liabilities, and changes to balance sheet classifications that may be necessary should Kimber not continue as a going concern and these adjustments and reclassifications could be material.

Kimber Resources Inc. is based in Vancouver, British Columbia and trades on the NYSE MKT under the symbol “KBX” and on the Toronto Stock Exchange (the “TSX”) under the symbol “KBR”.

Results of Operations

Year ended June 30, 2012

During the fiscal year ended June 30, 2012 Kimber incurred expenditures of $10,127,813 on its mineral properties which have been capitalized as follows, $142,813 for property acquisition and tax payments and exploration and evaluation expenditures of $9,985,000. Exploration and evaluation activity during the year ended June 30, 2012 was on the Monterde project.

This compares to expenditures on mineral properties during the fiscal year ended June 30, 2011 of $6,191,767; $103,845 for property acquisition and tax payments and exploration and evaluation expenditures of $6,087,922.

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


		Year Ended June 30, 2012		Year Ended June 30, 2011
Mineral interests
Property acquisition and taxes	$	142,813	$	103,845
Exploration and evaluation		9,985,000		6,087,922
Net capitalized expenditures	$	10,127,813	$	6,191,767

Exploration and evaluation, by location
Monterde	$	9,985,000	$	6,087,922
Total expenditures	$	9,985,000	$	6,087,922

Monterde expenditures included
Assays	$	1,265,001	$	482,902
Drilling		4,680,555		2,042,686
Engineering		837,261		809,735
Environmental studies		271,534		93,805
Field Office		666,754		575,186
Geological, geophysical		906,324		998,730
Metallurgy		255,826		167,429
Supplies		403,335		287,170
Other categories		698,410		630,279
Total Monterde expenditures	$	9,985,000	$	6,087,922

Monterde expenditures

Assessment, prepared during 2011 and filed on SEDAR on July 25, 2011 and filed on EDGAR on July 28, 2011.

Additional environmental and metallurgical studies were undertaken by consultants as work was undertaken to advance towards a production decision.

Geological and geophysical costs decreased during the year ended June 30, 2012 as a result of a decrease in the use of geological consultants.

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

Administration costs

Salary and benefits expenses net of share-based compensation charges were $1,002,211 for the year ended June 30, 2012 compared to $779,539 for the year ended June 30, 2011.
Costs increased during the year ended June 30, 2012 due to the hiring of additional senior management, increases in senior management compensation and an increase in director fees.
Non-cash share-based compensation charges were $857,533 for the year ended June 30, 2012 compared to $688,535 for the year ended June 30, 2011. Charges for the year ended June 30, 2012 were higher than the comparable year because of an increase in the number of options granted including those issued to a new director and new senior management employees.

Legal, consulting and audit expenses were $581,043 for the year ended June 30, 2012 compared to $527,730 in the previous year. The increase in costs was largely attributable to additional consulting work relating to the hiring of senior management employees and other corporate finance activities.

Transfer and filing fees were $125,665 for the year ended June 30, 2012 compared to $139,468 for the year ended June 30, 2011. Transfer and filing fees includes fees paid to Kimber’s transfer agent and annual listing fees paid to the TSX and the NYSE MKT. Fees for the current year are comparable to those incurred during the previous year.

General exploration costs were $98,355 for the year ended June 30, 2012 compared to $71,038 for the year ended June 30, 2011. These costs include costs incurred on the Pericones ($60,436) and Setago ($37,919) properties during 2012 which are no longer being capitalized. The increase in costs is primarily attributable to increases in the semi-annual concession fees.

Selected Annual Information

The following information is for each of the three fiscal years ended June 30, 2012, 2011 and 2010:


	2012	2011	2010⁽¹⁾
Investment income	$63,920	$40,366	$7,328
Net loss	$(3,566,641)	$(2,967,411)	$(4,126,614)
Net loss per share – basic and diluted	$(0.04)	$(0.04)	$(0.06)
Total assets	$62,808,643	$58,995,943	$48,192,238
Non-current liabilities	-	-	-
Dividends	-	-	-

(1) Figures for 2010 are in accordance with Canadian Generally Accepted Accounting Policies

Kimber’s investment income increased during the current fiscal year due to interest rates from short term investments compared to the previous year and the cash and cash equivalents on hand that were available for short-term investment in 2012.

Kimber’s net assets have increased over the fiscal periods mainly because of share capital proceeds raised through a public offering, private placements, exercise of warrants and increased unproven mineral right interests expenditures capitalized during the years.

Summary of Quarterly Results September 30, 2010 to June 30, 2012


	Q4 Jun30/12	Q3 Mar31/12	Q2 Dec31/11	Q1 Sep30/11
Interest income	$6,214	$9,751	$17,693	$30,262
Total Loss	$(967,570)	$(987,341)	$(843,543)	$(758,187)
Loss per share – basic and diluted	$(0.01)	$(0.01)	$(0.01)	$(0.01)


	Q4 Jun30/11	Q3 Mar31/11	Q2 Dec31/10	Q1 Sep30/10
Interest income	$15,883	$18,980	$3,415	$2,088
Total Loss	$(790,470)	$(893,431)	$(636,504)	$(647,006)
Loss per share – basic and diluted	$(0.01)	$(0.01)	$(0.01)	$(0.01)

All of the above figures are in accordance with IFRS

Kimber is in the exploration stage, and therefore, variances in its quarterly losses are not affected by sales or production-related factors. Increases in expenditures are generally attributed to growth in operations and success in financing activities which allow Kimber to undertake further development and exploration on its properties.

Kimber’s income is derived from interest and gains received on cash or short-term investments classified as cash. Interest income fluctuates according to the amounts of funds held in deposit and interest rates offered during the period. Kimber does not have revenues from mining operations and does not expect to have revenues in the near future other than interest earned on cash balances.

Financial Condition

At June 30, 2012, Kimber had working capital of $2,420,521 (2011 - $7,692,715). As of June 30, 2012, Kimber had no long-term debt or long-term obligations. On July 18, 2012, Kimber entered into a credit facility described below under Financings. The change in working capital for the year ended June 30, 2012 is the result of a decrease in cash to $1,546,363 from $8,401,429, an increase in trade and other receivables to $1,417,756 from $1,078,794, an increase in prepaid expenses to $279,229 from $127,508, and a decrease in trade and other payables to $822,827 as at June 30, 2012 from $1,915,016 as at June 30, 2011. The increase in trade and other receivables is the result of greater amount of IVA (value added tax) receivable due to expenses in Mexico and the decrease in in trade and other payables is the result of the costs associated with the April 2012 completion of the drilling program in Monterde.

Cash Flows

Kimber has generated cash inflows from selling its shares either through financings or the exercise of outstanding stock options and warrants. There is a risk that these financings will not be possible and that options and warrants may not be exercised if Kimber’s share price falls below the exercise price.

Trade and other receivables were $1,417,756 at June 30, 2012 compared to $1,078,794 at June 30, 2011. The increase was due to a greater amount of IVA receivable from the Government of Mexico. Receivables for IVA, which is currently charged at 16% of expenditures in Mexico, was $1,371,200 at June 30, 2012 compared to $1,009,003 as at June 30, 2011. The amount of IVA receivable has increased because of the increase in costs associated with the drilling program. During the year ended June 30, 2012 Kimber made a full provision ($122,942) for the balance of the IVA which was greater than one year old. The IVA balance of $1,371,200 receivable at June 30, 2012 has been outstanding for less than one year and at the date of this MD&A management believes that the full amount of the IVA is recoverable.

Prepaid expenses were $279,229 at June 30, 2012 compared to $127,508 at June 30, 2011. Prepaid expenses include amounts for annual insurance premiums, annual stock exchange listing fees and annual software licensing fees. In addition as at June 30, 2012 the total includes $125,033 of prepaid expenses directly related to a loan received during July 2012 from Sprott Resource Lending Partnership (“SRLP”).

Kimber made equipment purchases of $166,299 during the year ended June 30, 2012 compared to $157,493 for the year ended June 30, 2011. The main components of the additions were for an upgrade of the camp in Mexico ($89,487).

Property acquisition costs of $142,813 were incurred for concession taxes for the year ended June 30, 2012. For the year ended June 30, 2011, property acquisition costs totaled $103,845. Future acquisition expenditures on these staked concessions should be comparable as there are no further property purchase payments required.

Share capital increased cash inflows during the year ended June 30, 2012, by an aggregate of $7,613,997, $8,096,000 through the issuance of 5,060,000 common shares issued by a private placement at a cost of $1.60 per share, partially offset by share issuance costs of $655,867; $167,114 from 211,101 shares issued on exercise of stock options, and $6,750 from 3,750 shares issued on the exercise of warrants.

Financings

On July 18, 2012, Kimber announced that it had entered into a $5 million bridge loan credit facility with SRLP, as discussed below under “Subsequent Event”.

On July 26, 2011, Kimber announced that it had closed a bought deal private placement of 5,060,000 common shares that were issued 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.

On December 23, 2010, Kimber announced that it had closed an offering of 9,085,000 units that were issued at a price of $1.40 per unit for gross proceeds of $12,719,000. Each unit consisted of one common share of Kimber and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of Kimber for a period of two years following the closing at a price of $1.80. In addition, 544,050 underwriter warrants were issued. Each underwriter warrant entitles the holder to purchase one common share of Kimber for a period of two years following the closing at a price of $1.40.

Share issue costs of this financing were $1,084,883, plus non-cash costs of $146,081 relating to underwriter warrants, for net proceeds of $11,634,117.

During the year ended June 30, 2012 stock options were exercised for proceeds of $167,114 (June 30, 2011; $57,075) and warrants were exercised for proceeds of $6,750 (June 30, 2010; $18,000).

Contractual Obligations

As of June 30, 2012 Kimber had no long-term debt. On July 18, 2012, Kimber entered into a bridge loan credit facility with SRLP as discussed below under “Subsequent Event”. Kimber has no future contractual obligations to property vendors for the Monterde, Setago or Pericones Properties.

Kimber leases its premises under an operating lease which expires on December 31, 2012. Kimber is obligated to make basic rent payments under its operating lease in the fiscal year ended June 30, 2013 totalling $62,235. In addition, under the lease Kimber has the obligation to pay its proportionate share of operating costs and taxes for the building.

Capital Resources and Liquidity

Capital resources of Kimber consist primarily of cash and liquid short-term investments. As at August 31, 2012 Kimber had cash and cash equivalents totaling approximately $3,830,000, approximately $1,200,000 in trade and other receivables and an estimated $500,000 in trade and

other payables.

Based on the current cash resources and the recent loan facility, management believes that it has sufficient cash to continue operations for more than twelve months. Management will be reviewing cash expenditures on an on-going basis, and will 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.

Kimber does not anticipate the payment of dividends in the foreseeable future.

Related Party Transactions

There were no related party transactions during the period.

Mineral Interests

The Monterde property, located in the Sierra Madre region of south-western Chihuahua State, Mexico, is Kimber’s principal asset. As at June 30, 2012, the Monterde property is comprised of 35 mineral concessions covering 29,296 hectares and which extend 37 kilometres along the trend of mineralization.

Kimber holds 100% of the Monterde property, free of royalties, through its wholly-owned Mexican subsidiary, Minera Monterde, S. de R.L. de C.V. Three gold-silver deposits have been extensively drilled at Monterde, including Carmen, Veta Minitas and Carotare. Details of this work are listed in the Form 20-F Annual Report, filed on SEDAR and EDGAR, are displayed on Kimber’s website, and have been described in previous news releases. The designated Qualified Persons responsible for each of the mineral resource statements are stated in the Form 20-F Annual Report.

Kimber has announced results from the latest drilling program at Monterde in a number of news releases throughout the year.

Monterde – Carmen
The Carmen deposit is the main deposit located to date on the Monterde property. The Carmen deposit has been exploited in historic underground workings. Kimber has completed a number of exploration programs on the deposit. The latest mineral resource estimate defined a high grade gold-silver mineral resource with improved metallurgical recoveries, which lies within an overall larger lower grade mineral resource. This latest mineral resource estimate completed in April 2011 and filed on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011 was based on 588 drill holes and 329 metallurgical tests after thorough geological and metallurgical reviews. An updated mineral resource estimate incorporating additional drill results will be issued in the near future.

Monterde - Veta Minitas
Veta Minitas is located approximately 250m south-west of the Carmen gold-silver deposit. The

current mineral resource estimate defined a high grade gold-silver mineral resource which lies within an overall larger lower grade mineral resource. This mineral resource estimate completed in April 2011 and filed on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011 was based on 61 drill holes and 17 metallurgical tests after a thorough geological review.

Monterde – Carotare
The Carotare zone of mineralization is located 2km west of the Carmen Deposit. The current mineral resource estimate completed in April 2011 and filed on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011 for the Carotare deposit was based on 85 drill holes and 19 metallurgical samples after a thorough geological review.

Monterde – Preliminary Economic Assessment
An updated Preliminary Economic Assessment for the Carmen and Veta Minitas Deposits at the Monterde property is described in Kimber’s news release of June 8, 2011, and a technical report prepared by Micon International Limited, with assistance by Kirkham Geosystems Ltd., Knight Piésold Consulting Ltd. and other consultants employed directly by Kimber, was filed on SEDAR on July 25, 2011 and on EDGAR on July 28, 2011.

Pericones
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. The 100% owned Pericones property covers 11,890 hectares.

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

Technical Information and Qualified Persons

Unless otherwise indicated, Kimber has prepared the technical information in this MD&A (“Technical Information”) based on information contained in the technical reports and news releases (collectively the “Disclosure Documents”) available under Kimber’s company profile on SEDAR at www.sedar.com and on Kimber’s website. Each Disclosure Document was prepared by or under the supervision of a qualified person (a “Qualified Person”) as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”). Readers are encouraged to review the full text of the Disclosure Documents which qualifies the Technical Information. Readers are advised that 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 MD&A of technical information has been prepared under the supervision of David Hembree, Registered Professional Geologist and Vice President, Exploration of Kimber, a Qualified Person under NI 43-101.

Safety

Kimber continues to encourage a safe work environment. Safety meetings have been held and first aid instruction given. Protective equipment is mandatory in the vicinity of heavy machinery and underground. There were no lost time incidents during the year ended June 30, 2012.

Off-Balance Sheet Arrangements

Kimber has no off-balance sheet arrangements or transactions and none are contemplated.

Capital Management

The capital structure of Kimber consists of equity attributable to common shareholders comprising issued capital, share option reserve, warrant reserve and deficit. Total capital as at June 30, 2012 was $61,985,816 (June 30, 2011- $57,080,927). Kimber has no externally imposed capital requirements.

Kimber’s objectives when managing capital are to maintain adequate capital resources to safeguard Kimber’s ability to continue as a going concern, to maintain adequate levels of funding to support the acquisition, exploration and development of mineral properties, to maintain investor, creditor and market confidence to sustain future development of the business, and provide returns to shareholders and benefits for other stakeholders.

Fair value of Financial Instruments

Kimber has designated its cash and cash equivalents and trade and other receivables as loans and receivables, which are measured at amortized cost. Trade and other payables are classified as other liabilities, which are measured at amortized cost. The carrying values of these financial instruments approximate fair values due to the short-term nature of these instruments.

Kimber manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, and credit risk.

Fair value is the amount of the consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act.

Financial Risk Exposure and Risk Management

Kimber is exposed in varying degrees to a number of risks arising from financial instruments. Management’s close involvement in the operations allows for the identification of risks and variances from expectations. Kimber does not participate in the use of financial instruments to mitigate these risks and has no designated hedging transactions.

The types of risk exposures and the way in which such exposures are managed are as follows:

Concentration Risk

Concentration risks exist in cash and cash equivalents because significant balances are maintained with one financial institution. As at June 30, 2012, over 96% (2011- 99%) of cash and cash equivalents were invested with one financial institution in cash and Canadian government treasury bills with maturities of less than 90 days.

Credit Risk

Credit risk primarily arises from Kimber’s cash and cash equivalents and trade and other receivables. The maximum risk exposure is limited to their carrying amounts at the balance sheet

date. Cash and cash equivalents are held as cash deposits or invested in treasury bills with various maturity dates. Kimber periodically assesses the quality of its deposits.

Trade and other receivables consist primarily of paid value added tax (IVA) recoverable from the Mexican Government for Mexican expenditures. Kimber regularly reviews the collectability of its trade and other receivables.

Liquidity Risk

Liquidity risk is the risk that Kimber may not be able to meet its financial obligations as they become due. Kimber attempts to ensure that there is sufficient cash and cash equivalents to meet its business requirements on a timely basis. Kimber prepares regular budgets which are approved by the Board of Directors and also prepares cash flow forecasts on a regular basis.


	Less than 1 month	1-3 months	Total
At June 30, 2012
Accounts payable	$534,554	-	$534,554
Accrued liabilities	-	$288,273	$288,273

At June 30, 2011
Accounts payable	$1,631,757	-	$1,631,757
Accrued liabilities	-	$283,259	$283,259

Currency Risk

Kimber’s exploration and some administration costs are incurred in Mexico and are denominated in Mexican pesos or US dollars. The fluctuation of the US dollar and Mexican peso in relation to the Canadian dollar will consequently impact Kimber’s operating results and may affect the value of Kimber’s assets and the amount of the equity. Kimber does not currently hedge its exposure to foreign exchange movements.

A significant amount (2012- 48%, 2011- 88%) of Kimber’s monetary assets are held in Canadian dollars. A 5% change in the US dollar and Mexican peso will affect Kimber as is indicated in the following table.


		2012		2011
Change in Loss
United States dollars	$	4,380	$	59,115
Mexican pesos	$	64,529	$	12,486

The major components of Kimber’s monetary assets held in foreign currency were IVA receivable held in Mexican pesos at June 30, 2012 and cash held in US dollars at June 30, 2011.

At June 30, 2012, $1,290,581 of Kimber’s monetary assets (primarily IVA receivable) were held in Mexican pesos. This amount was translated to Canadian dollars at the quarter end closing rate.

At the comparable period ended June 30, 2011, $1,182,300 of Kimber’s monetary assets (cash and cash equivalents) was held in US dollars. This amount was translated to Canadian dollars at the quarter end closing rate.

Legal Proceedings

Kimber and its subsidiaries are not parties to any legal proceedings and have no material contingent liabilities as at June 30, 2012.

First time adoption of IFRS

Kimber adopted IFRS on July 1, 2011 with a transition date of July 1, 2010. The consolidated financial statements for the year ended June 30, 2012 are the Company’s first IFRS annual consolidated financial statements.

Critical accounting policies and estimates

A comprehensive discussion of Kimber’s significant accounting policies is contained in Note 3 to the consolidated financial statements.

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, share-based compensation, impairment of unproven mineral right interests and amortization. Actual results could differ from those estimates.

Mineral Interests

Mineral interest acquisition costs, exploration, evaluation 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 interests upon commissioning the property, or written-off if the interests are disposed of, impaired or abandoned. Management reviews the carrying amounts of mineral interests on a periodic basis and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the interests. Management’s assessment of the mineral interest’s fair value is also based upon a review of other mineral interest transactions that have occurred in the same geographic area as

that of the interests under review. Administration costs and other exploration costs that do not relate to a specific mineral interest are expensed as incurred.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral interests. Interests 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 would be netted against the deferred costs of the related mineral interests, with any excess being included in operations. No option payments were received during the years ended June 30, 2012 and 2011.

Internal Control over Financial Reporting

Kimber’s management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings of the Canadian Securities Administrators (“NI 52-109”) and as defined in the US Securities Exchange Act of 1934 (the “Exchange Act”).

Kimber’s ICFR 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 Kimber’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of Kimber’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Kimber’s 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 all 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.

Kimber’s management, including its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of Kimber’s internal control over financial reporting as of June 30, 2012. In making its assessment of internal control over financial reporting, Kimber’s management used the criteria established in Internal Control an Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, Kimber’s management concluded that Kimber’s internal control over financial reporting was effective as at June 30, 2012 and no material weaknesses were identified. The CEO and CFO of Kimber have certified the above in its annual filings with both the US Securities Exchange on Form 20-F, and with the Canadian Securities Administrators.

Deloitte & Touche LLP, Kimber’s Independent Registered Chartered Accountants, have audited the consolidated financial statements of Kimber for the year ended June 30, 2012 and have issued a report on the internal control over financial reporting under Auditing Standard No. 5 of the Public Company Accounting Oversight Board (United States).

This management report and the auditor attestation report shall be deemed not to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.

There has been no change in Kimber’s internal control over financial reporting during the financial year ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, Kimber’s internal control over financial reporting.

Disclosure Controls and Procedures

Kimber, under the supervision and with the participation of Kimber’s management, including its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and in NI 52-109, as of June 30, 2012.

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 Exchange Act and under NI 52-109 is recorded, processed, summarized and reported within the time periods specified in the Exchange Act and in NI 52-109 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 Exchange Act and under NI 52-109 is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2012.

Outstanding Share Data

Kimber has one class of shares as at June 30, 2012 and at September 18, 2012. At June 30, 2012 Kimber had 82,459,937 shares issued and 93,754,702 outstanding on a diluted basis. At September 18, 2012 Kimber had 82,745,626 shares issued and 93,429,941 outstanding on a diluted basis including 285,689 shares issued on August 31, 2012 to SRLP as part of the loan agreement.

Kimber has a stock option plan and at June 30, 2012 there were 6,221,965 options to purchase shares outstanding. Of the 6,221,965 options to purchase shares granted to employees, directors and consultants, options to purchase 5,466,325 shares had vested.

Kimber had 5,072,800 warrants to purchase shares outstanding as at June 30, 2012. Out of this total 4,528,750 warrants with an exercise price of $1.80 expire on December 23, 2012, and 544,050 warrants with an exercise price of $1.40 expire on December 23, 2012.

Subsequent Event

On July 18, 2012, Kimber announced that it had entered into a $5 million bridge loan credit facility with SRLP. The facility is at an interest rate of 12% per annum, payable monthly. The facility was made available through a $3 million drawdown on the closing date and a $2 million drawdown which can be made within 120 days thereafter. The term of the facility is one year, which may be extended for an additional six months, subject to the facility being in good standing, and on payment of an extension fee in the amount of 3% of the amount drawn down. SRLP was paid a structuring fee in the amount of $50,000. In consideration of the drawdown Kimber was obligated to make a share bonus payment of $180,000 being 6% of the advance. On

September 10, 2012 285,689 shares were issued to SRLP and its nominees in respect of the share bonus payment.

Risk and Uncertainties

Except for historical information contained in this MD&A, disclosure statements contained herein are forward-looking, such statements are subject to risks and uncertainties, which could cause actual results to differ materially from those in such forward-looking statements.

Kimber is a mineral exploration company and is exposed to a number of risks and uncertainties that are common to other companies in the same business; some of these risks have been discussed in the notes to financial statements and in the Form 20-F (our Annual Information Form).

Kimber’s financial success is subject to general market conditions, which affect mining and exploration companies. The value of Kimber’s mineral resources and future operating profit and loss may be affected by fluctuations in precious metal prices, over which Kimber has no control, although it may choose to hedge some of its future production. 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. Kimber can mitigate the effects of these rate fluctuations, to some extent, through forward purchases. Because of its limited operating record and history of losses, it may not be able to hedge future risk to the extent it feels is warranted. Kimber also competes with other mining companies, which are larger and have more economic resources to acquire prospective exploration properties or producing mines.

Kimber also faces certain risks and uncertainties specific to its circumstances. Kimber’s ability to obtain financing to explore for mineral deposits and to continue and complete the development of those properties it has classified as assets is not assured; nor is there assurance that the expenditure of funds will result in the discovery of an economic mineral deposit. Kimber has not completed a feasibility study on any of its deposits to determine if it hosts a mineral resource that can be economically developed and profitably mined. While Kimber has used its best efforts to secure title to all its properties and secured access to surface rights, these titles or rights may be disputed.

For a more complete, but not exhaustive, list of potential risk factors which could affect Kimber please refer to Kimber’s current Form 20-F filed on SEDAR and EDGAR, also available on Kimber’s website.

Below is a brief summary of some of Kimber’s risks and uncertainties. Each of these risks is more fully described in our Form 20-F (our Annual Information Form), along with other risks and uncertainties.

Industry Risks

Mineral resource exploration and development is a high risk, speculative business.
Mineral exploration is subject to numerous industry operating hazards and risks, many of which are beyond Kimber’s control and any one of which may have an adverse effect on its financial condition and operations.

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future which may adversely affect the amount of revenues derived from production of mineral reserves.
Exploration activities are subject to geologic uncertainty and inherent variability.
The quantification of mineral resources is based on estimates and is subject to great uncertainty.
The current events in global financial markets have had a profound impact on the global economy, in general and on the mining industry in particular. These events may negatively impact Kimber.
Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

Company Risks

Kimber faces 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 Kimber’s financial condition and operations.
Kimber’s exploration efforts may be unsuccessful in locating viable mineral resources.
If Kimber is unable to develop acceptable overall gold and silver recovery levels, the Carmen deposit may not be a viable project and Kimber will have to continue to explore for a viable deposit or cease operations.
If Kimber’s mineral resource estimates are not indicative of the actual gold and silver that can be mined, the mineable gold and silver that can be recovered from the Carmen deposit may be less than the mineral resource estimate and the Carmen deposit may not be a viable project.
Kimber has a limited history as an exploration company and does not have any experience in putting a mining project into production.
Kimber expects 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 Kimber’s common shares to decline.
Kimber’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
Kimber’s properties are located in Mexico, which can lead to difficulty with changes in political conditions and regulations, currency exchange, in obtaining financing, finding and hiring qualified people or obtaining all necessary services for Kimber’s operations in Mexico.
Kimber originally contemplated an open pit mining operation on the Carmen deposit, however it is 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 Kimber to increased costs, potential time delays and risks to underground workers.

Kimber is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
Kimber has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining 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. Continuing increased rainfall may result in increased costs and delays in operations.
Kimber depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.
Kimber does not have a full staff of technical people and relies upon outside consultants to provide critical services.
Certain Kimber directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
Kimber will need to raise additional capital though the sale of its securities, resulting in dilution to the existing shareholders, and if such funding is not available, Kimber’s operations would be adversely effected.
Future sales of Kimber’s common shares into the public market by holders of Kimber options and warrants may lower the market price, which may result in losses to Kimber’s shareholders.
Kimber has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
Kimber’s business involves risks for which Kimber may not be adequately insured, if it is insured at all.
Kimber’s activities are subject to environmental liability, which would have an adverse effect on its financial condition and operations.
A shortage of supplies and equipment could adversely affect Kimber’s ability to operate its business.

Cautionary Note to U.S. Investors – The United States Securities and Exchange Commission 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. We use certain terms in this document, such as “measured,” “indicated,” and “inferred,” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 20-F which may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar.shtml.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Kimber Resources (KBXRF) Inactive 20-F2012 FY Annual report (foreign)

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