Atlantic Limited : Quarterly Cashflow Report

Appendix 5B Mining exploration entity quarterly report Appendix 5B Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

Atlantic Ltd

Rule 5.3

ABN Quarter ended ("current quarter")

60 009 213 763 31 December 2011

Consolidated statement of cash flows

Cash flows related to operating activities

1.1 Receipts from product sales and related debtors
1.2 Payments for (a) exploration & evaluation
(b) development
(c) production
(d) administration
1.3 Dividends received
1.4 Interest and other items of a similar nature received
1.5 Interest and other costs of finance paid
1.6 Income taxes paid
1.7 Other - GST receivable

Net Operating Cash Flows

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(28,530)	(86,144)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Net financing cash flows	19,036 - 3,070 - - -	19,170 - 3070 (16) - -
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Net financing cash flows	22,106	22,224
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(6,424) 65,486 (1,528)	(63,920) 118,185 3,269
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	57,534	57,534

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

Current quarter
$A'000
1.23 Aggregate amount of payments to the parties included in item 1.2 339
1.24 Aggregate amount of loans to the parties included in item 1.10 -
1.25 Explanation necessary for an understanding of the transactions
Payments to directors include fees, salary and related benefits.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
None
2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest
None

+ See chapter 19 for defined terms.

Appendix 5B Page 2 30/9/2001

Appendix 5B Mining exploration entity quarterly report Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities
3.2 Credit standby arrangements
Loan facilities as at 31 December 2011 relate entirely to Midwest Vanadium Pty Ltd's US$335m Senior Secured Notes converted at $1.0156 (being the exchange rate at balance date), due in February 2018, with interest payable at 11.5% pa.

Estimated cash outflows for next quarter

4.1 Exploration and evaluation
4.2 Development
4.3 Production
4.4 Administration
Revenues from sales of ferrovanadium and iron ore are not included in the above estimated cash out flows.
Development cash out flows above include all estimated Windimurra operations cash out flows (Item 4.2) for the coming quarter which is capitalised to the Balance Sheet. Under International Financial Reporting Standards, production accounting will commence once commercial levels of production have been achieved.

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.
Of the cash available at the end of the quarter, US$38.7m (A$38.1m) is restricted to future interest payments on the Midwest Vanadium Pty Ltd Senior Secured Notes and US$5m (A$4.9m) is the minimum balance required to be maintained under the Midwest Vanadium Pty Ltd Senior Secured Notes.

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed
6.2 Interests in mining tenements acquired or increased

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	131,900,195 66 Class B	131,900,195 -
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	15,155,000 2,471,545	15,155,000 2,471,545	$1.20 20 cents
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted

+ See chapter 19 for defined terms.

Appendix 5B Page 4 30/9/2001

Appendix 5B Mining exploration entity quarterly report

7.12 Unsecured notes (totals only)

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

2 This statement does give a true and fair view of the matters disclosed.

Sign here: Date: 30 January 2012 (Company Secretary)

Print name: Richard Maltman

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report Notes

1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items

6.1 and 6.2.

3 Issued and quoted securities: The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive

Industries and AASB 1026: Statement of Cash Flows applies to this report.

5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

+ See chapter 19 for defined terms.

Appendix 5B Page 6 30/9/2001