UNITEDSTATES

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

OR

[ü]

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

For the fiscal year ended June 30, 2008

OR

[  ]

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

OR

[  ]

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)

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)



Securities registered or to be 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 | American Stock Exchange                  
|___________________________      | ____________________________________     
|                                 |                                          
|___________________________      | ____________________________________     



Securities registered or to be registered pursuant to Section 12(g) of the Act.

______________________________________________________________________________________

(Title of Class)



______________________________________________________________________________________

(Title of Class)



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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



______________________________________________________________________________________

(Title of Class)



Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.

As at June 30, 2008, 57,886,620Common Shares without par value were issued and outstanding



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

[  ]Yes[ü] 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[ü] No



Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.



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.

[ü]  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  [ü]







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 by the International Accounting Standards Board   [  ] | Other   [ü]



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.

[ü] 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[ü] No



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[  ]Yes[  ]No



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TABLE OF CONTENTS



|GLOSSARY                                                       | 5 
|-------------------------------------------------------------- | --
|FORWARD LOOKING STATEMENTS                                     | 12
|                                                              
|PART I                                                         | 13
|ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 13
|ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE               | 13
|ITEM 3 - KEY INFORMATION                                       | 13
|A. Selected Financial Data                                     | 13
|B. Capitalization and Indebtedness                             | 15
|C. Reasons for the Offer and Use of Proceeds                   | 15
|D. Risk Factors                                                | 15
|ITEM 4 - INFORMATION ON KIMBER                                 | 22
|A. History and Development of Kimber Resources Inc             | 22
|B. Business Overview                                           | 23
|C. Organizational Structure                                    | 26
|D. Property, Plants and Equipment                              | 27
|ITEM 4A - UNRESOLVED STAFF COMMENTS                            | 59
|ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 59
|A. Operating Results                                           | 60
|B. Liquidity and Capital Resources                             | 62
|C. Research and Development, Patents and Licenses, Etc         | 64
|D. Trend Information                                           | 64
|E. Off-Balance Sheet Arrangements                              | 64
|F. Tabular Disclosure of Contractual Obligations               | 64
|G. Safe Harbour                                                | 64
|ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            | 65
|A. Directors and Senior Management                             | 65
|B. Compensation                                                | 68
|C. Board Practices                                             | 71
|D. Employees                                                   | 72
|E. Share Ownership                                             | 72
|ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 75
|A. Major Shareholders                                          | 75
|B. Related Party Transactions                                  | 76
|C. Interests of Experts and Counsel                            | 76
|ITEM 8 - FINANCIAL INFORMATION                                 | 77
|A. Consolidated Statements and Other Financial Information     | 77
|B. Significant Changes                                         | 77
|ITEM 9 - THE OFFERING AND LISTING                              | 77
|ITEM 10 - ADDITIONAL INFORMATION                               | 77
|A. Share Capital                                               | 77
|B. Notice of Articles and Articles                             | 78



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|C. Material Contracts                                                                      | 82 
|------------------------------------------------------------------------------------------ | ---
|D. Exchange Controls                                                                       | 82 
|E. Taxation                                                                                | 82 
|F. Dividends and Paying Agents                                                             | 91 
|G. Statement by Experts                                                                    | 91 
|H. Documents on Display                                                                    | 92 
|I. Subsidiary Information                                                                  | 92 
|**ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET**  RISK                  | 92 
|ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                           | 92 
|A. Debt Securities                                                                         | 92 
|B. Warrants and Rights                                                                     | 93 
|C. Other Securities                                                                        | 93 
|D. American Depository Shares                                                              | 93 
|                                                                                          
|                                                                                          
|PART II                                                                                    | 93 
|ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                  | 93 
|**ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS** AND USE OF PROCEEDS | 93 
|ITEM 15 - CONTROLS AND PROCEDURES                                                          | 93 
|ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT                                                | 94 
|ITEM 16B - CODE OF ETHICS                                                                  | 94 
|ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES                                          | 95 
|**ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT****COMMITTEES**               | 95 
|ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS          | 96 
|                                                                                          
|                                                                                          
|PART III                                                                                   | 96 
|ITEM 17 - FINANCIAL STATEMENTS                                                             | 96 
|ITEM 18 - FINANCIAL STATEMENTS                                                             | 96 
|ITEM 19 - EXHIBITS                                                                         | 96 
|                                                                                           |    
|RECENT DEVELOPMENTS                                                                        | 101



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GLOSSARY OF TERMS



Glossary of Non-Geological Terms



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



AMEX means the American Stock Exchange



Atna means Atna Resources Ltd.;



Canaccord means Canaccord Capital Corporation, the agent for Kimbers Initial Public Offering;



Canadian GAAP means financial data prepared in accordance with Canadian generally accepted accounting principles;



Carmen deposit is the name given to the volume of gold and silver-bearing rock in and around the former Monterde mine. Until drilling is complete, the boundaries of the mineralization will remain undefined. (See Figure 2, Figure 3 and Figure 4);



Carmen structure is a geological fracture, which was one of the principal conduits for the introduction of the mineral-bearing fluids which formed the Carmen deposit;



Chemex means ALS Chemex, Aurora Laboratory Services Ltd.;



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. Ejidos are administered and controlled by an Ejido council. The consent of an Ejido council 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 Government 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 in Table 1of this Annual Report;



Golden Treasure means Golden Treasure Explorations Ltd.;



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 in Table 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 in Table 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 in Table 1of this Annual Report;



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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 in Table 1of this Annual Report;



IPO means the Initial Public Offering of Kimber Resources Inc., closed July 12, 2002;



July 12 Warrants means the transferable share purchase warrants of Kimber issued July 12, 2002.  Each Warrant entitled the holder thereof to purchase one Common Share at a price of $0.45 until July 12, 2003 and thereafter at a price of $0.55 until January 12, 2004;



Kimber means Kimber Resources Inc., 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., the wholly owned subsidiary of Kimber Resources Inc.;



MineQuest means MineQuest Exploration Associates Ltd.;



Minera Monterde means Minera Monterde, S. de R.L. de C.V., the wholly owned subsidiary, and the holder of the Monterde Property and the Setago Property;



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



Monterde Property means the mineral concessions located in the Monterde Mining District, State of Chihuahua, Mexico, listed in Table 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 in Table 1of this Annual Report;



Option Plan means the Kimber Resources Inc. 2002 Stock Option Plan;



Pericones Property or Pericones means the staked mineral concession located approximately 100 kilometres southwest of Mexico City in the Municipality of Tejupilco in Estado de Mexico.



QA/QC means a quality assurance and quality control program;



SEC means the United States Securities and Exchange Commission;



Setago Property or Setago means the staked mineral concessions located in the Monterde Mining District, State of Chihuahua, Mexico



Sierra Madre de Mexico means Sierra Madre Gold de Mexico, S.A. de C.V.;



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 in Table 1of this Annual Report;



Subdivision means the subdivision of Kimbers share capital on the basis of 1.6 new Shares for each old Share on April 30, 2002;



TSX means the Toronto Stock Exchange;



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7



Ú.S. GAAP means financial data prepared in accordance with United States generally accepted accounting principles;



Warrant means a warrant of Kimber Resources Inc. entitling the holder to purchase 1 Common Share of Kimber Resources Inc. at the price and until the date stated in the said warrant.







Geological or Technical Terms



AA means atomic absorption determination of metal content;



Agis the chemical symbol for silver;



aliquot is that portion of a sample that is actually analyzed;



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



alunitic refers to a type of hydrothermal alteration usually formed by sulphuric acid solutions acting on rocks rich in potash feldspar, and characterized by the mineral alunite;



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



aphanitic is a texture in igneous rock too fine to be observed with a naked eye;



aqua-regia leach means the dissolution of metals, especially gold and silver, in a mixture of concentrated hydrochloric and nitric acids;



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



Auis the chemical symbol for gold;



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;



CIM Standards means the standards of disclosure for mineral projects under the guidelines set out in The Canadian Institute of Mining, Metallurgy and Petroleum;



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



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 50o to 200o C;



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8



euhedra is a term describing mineral grains (crystals) with well-formed crystal faces;



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;



felsic is a description applied to light-coloured igneous rock compositionally high in quartz, feldspars, feldspathiods, and muscovite;



fire assay is the assaying of metallic ores, usually of gold and silver, by methods requiring furnace heat;



g/t means grams per tonne;



grade is the relative quantity or the percentage of a commodity content in a 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;



hornblende a dark mafic mineral, the commonest mineral in the amphibole family, and occurring as a primary constituent in igneous rocks of acidic and intermediate composition, and less frequently in basic igneous rocks;



hydrothermal - pertains to hot water or the action of heated water, often considered heated by magma or in association with magma;



hydrothermal alteration - alteration of rocks or minerals by the reaction of hot water (and other fluids) with pre-existing rocks. The hot water is generally heated groundwater with dissolved minerals;



hypabyssal is a term applied to minor igneous intrusions emplaced at a shallow depth, such as sills and dikes, and to the rocks that form these intrusions;



igneous rocks are rocks that have formed from lava;



Indicated Mineral Resource or Indicated Resource(1) is 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orInferred Resource(1)is 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;



latitic tuffs are pale colored fragmental volcanic rocks with almost equal proportions of plagioclase and potassium feldspar and a porphyritic texture;



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9



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orMeasured Resource(1)is that part of Mineral Resource for which quantity, grade or quality, densities, shape, 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orReserve(2) means 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, taking into account all mining and licensing parameters;



Mineral Resource or Resource(1) is a concentration or occurrence of natural, solid, inorganic or fossilized organic material 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(1) means National Instrument 43-101  Standards of Disclosure for Mineral Projects.  A rule developed by the Canadian Securities Administrators (an umbrella group of Canadas provincial and territorial securities regulators) that governs public disclosure by mining and mineral exploration issuers. The rule establishes certain standards for all public disclosure of scientific and technical information concerning mineral projects;



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;



plagioclase is a feldspar series, that constitutes one of the most common of rock-forming minerals.  Potassium feldspars form the other feldspar series;



porphyry is an igneous rock with conspicuous well-formed crystals (phenocrysts) in a finer-grained groundmass;



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;



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Probable Mineral ReserveorProbable Reserve(3) (5) means 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 or Proven Reserve(3) (4)means the economically mineable part of a Measured Mineral  Resource demonstrated by at least a Preliminary Feasibility Study. This Study  must include adequate information on mining, processing, metallurgical,  economic, and other relevant factors  that demonstrate, at the time of  reporting, that economic extraction is justified;



pyrophyllitic rock containing pyrophillite, a relatively rare clay mineral formed during metamorphism;



Qualified Person or QPconforms to that definition under NI 43-101 for an individual (a) to be an engineer or geoscientist with at least five years experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; (b) with experience relevant to the subject matter of the mineral project and the technical report and (c) is a member in good standing of a professional association that, among other things, is self-regulatory, has been given authority by statute, admits members based on their qualifications and experience, requires compliance with professional standards of competence and ethics and has disciplinary powers to suspend or expel a member;



RC means reverse circulation, a type of drilling used to obtain mineral samples;



sanidine is a potassium feldspar, occurring as clear crystals in unaltered acidic volcanic rocks;



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;



siliceous alteration is an alteration type characterized by the addition of silica or quartz to the original rock;



stockwork refers to a network of closely spaced veins in several orientations;



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.





Notes to U.S. investors:





1.

The terms Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource and Inferred Mineral Resource used in this Annual Report are Canadian mining terms as defined in accordance with National Instrument 43-101  Standards of Disclosure for Mineral Projects under the guidelines set out in the CIM Standards (The Canadian Institute of Mining, Metallurgy and Petroleum) on Mineral Resources and Mineral Reserves Definitions and guidelines adopted by the CIM Council on August 20, 2000.  A reader in the United States should be aware that the definition standards enunciated in National Instrument 43-101 differ from those set forth in SEC Industry Guide 7.



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2.

While the terms Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource and Inferred Mineral Resource are recognized and required by Canadian regulations, they are not defined terms under standards in the United States.  As such, information contained in this Annual Report concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.  Indicated Mineral Resource and Inferred Mineral Resource have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Indicated Mineral Resource or Inferred Mineral Resource will ever be upgraded to a higher category.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into Reserves.



3.

The terms Mineral Reserve, Proven Mineral Reserve and Probable Mineral Reserve used in this Annual Report are Canadian mining terms as defined in accordance with National Instrument 43-101  Standards of Disclosure for Mineral Projects under the guidelines set out in the CIM Standards.  In the United States, a Mineral Reserve is defined as part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made.



4.

The definition for Proven Mineral Reserves under CIM Standards differs from the standards in the United States, where Proven or Measured Reserves are defined as Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed sampling and (c) the sites for inspection, sampling and measurement are spaced so closely and the geographic character is so well defined that size, shape, depth and mineral content of Reserves are well established.



5.

The definition for Probable Mineral Reserves under CIM Standards differs from the standards in the United States, where Probable Reserves are defined as reserves for which quantity and grade and/or quality are computed from information similar to that of Proven Reserves (under United States standards), but the sites for inspection, sampling and measurement are further apart or are otherwise less adequately spaced, and the degree of assurance, although lower than that for Proven Mineral Reserves, is high enough to assume continuity between points of observation.  The degree of assurance, although lower than that for Proven Mineral Reserves, is high enough to assume continuity between points of observation.







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



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



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FORWARD LOOKING STATEMENTS



This Annual Report contains forward-looking statements concerning Kimbers plans for its properties and other matters. 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.



Any statements that express or involve discussions with respect to predictions, expectations, 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 or would 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 risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties provided under headings ITEM 3D - Risk Factors, ITEM 4B - Business Overview, ITEM 4D  Property, Plants and Equipment and ITEM 5 - Operating and Financial Review and Prospects.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  Kimber does not intend to update these forward-looking statements.  Investors are cautioned against attributing undue certainty to forward-looking statements.



Statements concerning 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 the property is developed, and in the case of reserves, such statements reflect the conclusion, based on reasonable assumptions, that the mineral deposit may be economically exploitable.





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PART I





ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS



Not Applicable





ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE



Not Applicable





ITEM 3. KEY INFORMATION



A. Selected Financial Data



The following tables set forth and summarize selected consolidated financial data for Kimber, prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The tables also summarize certain corresponding information prepared in accordance United States generally accepted accounting principles (U.S. GAAP).  Canadian GAAP, as applied to Kimber, materially differs from U.S. GAAP.  For a discussion of these differences and their effect on Kimbers financial statements, refer to Item 5 - Operating and Financial Review and Prospects.



For each of the fiscal years ended June 30 presented, the information in the tables was extracted from the more detailed financial statements of Kimber for those years presented, which have been audited.  All of the information contained in the selected financial data is qualified in its entirety by reference to the more detailed financial statements and related notes included in Item 17 - Financial Statements, and should be read in conjunction with such financial statements and with the information appearing in Item 5 - Operating and Financial Review and Prospects.



Under Canadian Generally Accepted Accounting Principles (in Canadian dollars):



|                                                     | Year        |   | Year        |   | Year       |   | Year       |   | Year       |  
|---------------------------------------------------- | ----------- | - | ----------- | - | ---------- | - | ---------- | - | ---------- | -
|                                                     | Ended       |   | Ended       |   | Ended      |   | Ended      |   | Ended      |  
|                                                     | June 30,    |   | June 30,    |   | June 30,   |   | June 30,   |   | June 30,   |  
|                                                     | 2008        |   | 2007        |   | 2006       |   | 2005       |   | 2004       |  
|                                                     | $           |   | $           |   | $          |   | $          |   | $          |  
|                                                    
|Current Assets                                       | 4,958,410   |   | 6,687,329   |   | 16,907,238 |   | 4,796,055  |   | 3,865,185  |  
|Equipment                                            | 617,951     |   | 644,230     |   | 603,347    |   | 436,736    |   | 442,408    |  
|Investment                                           | -           |   | -           |   | -          |   | 103,596    |   | 103,596    |  
|Deferred IPO Costs                                   | -           |   | -           |   | -          |   | -          |   | -          |  
|Unproven mineral right                               | 37,335,596  |   | 32,176,965  |   | 21,749,820 |   | 11,601,330 |   | 5,382,011  |  
|interests                                            |             |   |             |   |            |   |            |   |            |  
|Total Assets                                         | 42,911,957  |   | 39,508,524  |   | 39,260,405 |   | 16,937,717 |   | 9,793,200  |  
|Current Liabilities                                  | 815,757     |   | 1,315,654   |   | 1,422,519  |   | 900,734    |   | 644,069    |  
|Total Liabilities                                    | 815,757     |   | 1,315,654   |   | 1,422,519  |   | 900,734    |   | 644,069    |  
|Net Assets (Liabilities)                             | 42,096,200  |   | 38,192,870  |   | 37,837,886 |   | 16,036,983 |   | 9,149,131  |  
|Share Capital                                        | 52,884,860  |   | 46,762,332  |   | 42,766,942 |   | 19,033,066 |   | 11,126,010 |  
|Contributed surplus                                  | 2,689,112   |   | 1,970,385   |   | 1,796,853  |   | 1,366,406  |   | 559,628    |  
|Obligation to Issue Shares                           | -           |   | -           |   | -          |   | -          |   | -          |  
|Revenues                                             | -           |   | -           |   | -          |   | -          |   | -          |  
|Deficit                                              | (13,477,772 | ) | (10,539,847 | ) | (6,725,909 | ) | (4,362,489 | ) | (2,536,507 | )
|Net Loss for the Period                              | (2,937,925  | ) | (3,813,938  | ) | (2,363,420 | ) | (1,825,982 | ) | (1,513,811 | )
|Basic and Diluted Loss per Share                     | (0.06       | ) | (0.08       | ) | (0.06      | ) | (0.06      | ) | (0.07      | )
|Weighted Average Number of Common Shares Outstanding | 52,277,997  |   | 48,118,320  |   | 40,026,359 |   | 30,612,668 |   | 21,977,441 |  



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14



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



Under U.S. Generally Accepted Accounting Principles (in Canadian dollars):



|                                                     | Year        |   | Year        |   | Year        |   | Year        |   | Year       |  
|---------------------------------------------------- | ----------- | - | ----------- | - | ----------- | - | ----------- | - | ---------- | -
|                                                     | Ended       |   | Ended       |   | Ended       |   | Ended       |   | Ended      |  
|                                                     | June 30,    |   | June 30,    |   | June 30,    |   | June 30,    |   | June 30,   |  
|                                                     | 2008        |   | 2007        |   | 2006        |   | 2005        |   | 2004       |  
|                                                     | Audited     |   | Audited     |   | Audited     |   | Audited     |   | Audited    |  
|                                                     | $           |   | $           |   | $           |   | $           |   | $          |  
|                                                    
|Current Assets                                       | 4,958,410   |   | 6,687,329   |   | 16,907,238  |   | 4,796,055   |   | 3,865,185  |  
|Equipment                                            | 617,951     |   | 644,230     |   | 603,347     |   | 436,736     |   | 442,408    |  
|Investment                                           | -           |   | -           |   | -           |   | 103,596     |   | 103,596    |  
|Deferred IPO Costs                                   | -           |   | -           |   | -           |   | -           |   | -          |  
|Unproven mineral Right Interests                     | 2,815,935   |   | 2,752,945   |   | 2,245,360   |   | 1,500,920   |   | 981,188    |  
|Total Assets                                         | 8,392,296   |   | 10,084,504  |   | 19,755,945  |   | 6,837,307   |   | 5,392,377  |  
|Current Liabilities                                  | 815,757     |   | 1,315,654   |   | 1,422,519   |   | 900,734     |   | 644,069    |  
|Total Liabilities                                    | 815,757     |   | 1,315,654   |   | 1,422,519   |   | 900,734     |   | 644,069    |  
|Net Assets (Liabilities)                             | 7,576,539   |   | 8,768,850   |   | 18,333,426  |   | 5,936,573   |   | 4,748,308  |  
|Share Capital                                        | 51,357,346  |   | 46,762,332  |   | 42,766,942  |   | 19,033,066  |   | 11,126,010 |  
|Contributed surplus                                  | 4,085,130   |   | 1,970,385   |   | 1,796,853   |   | 1,366,406   |   | 559.628    |  
|Obligation to Issue Shares                           | -           |   | -           |   | -           |   | -           |   | -          |  
|Deficit                                              | (47,997,433 | ) | (39,963,867 | ) | (26,230,369 | ) | (14,462,899 | ) | (6,937,330 | )
|Revenues                                             | -           |   | -           |   | -           |   | -           |   | -          |  
|Net Loss for the Period                              | (8,033,566  | ) | (13,733,498 | ) | (11,767,470 | ) | (7,525,569  | ) | (4,681,294 | )
|Basic and Diluted Loss per Share                     | (0.15       | ) | (0.29       | ) | (0.29       | ) | (0.25       | ) | (0.21      | )
|Weighted Average Number of Common Shares Outstanding | 52,277,997  |   | 48,118,320  |   | 40,026,359  |   | 30,612,668  |   | 21,977,441 |  





Except where otherwise indicated, all information extracted from or based on the Consolidated Financial Statements of Kimber are presented in accordance with Canadian GAAP.



Dividends



No cash dividends have been declared nor are any currently expected to be declared. Kimber anticipates that all available cash will be required to further Kimbers exploration activities for the foreseeable future.  Kimber is not subject to contractual restrictions respecting the payment of dividends.



Exchange Rates



Unless otherwise indicated, all reference to dollar ($) amounts are in Canadian dollars.  The following table sets out the noon exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the periods indicated.  Rates of exchange are obtained from the Bank of Canada. Bank of Canada exchange rates are nominal 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.



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15



| | Period End and Average - $C vs. $US |          |          |          |         
| | ----------------------------------- | -------- | -------- | -------- | --------
| |                                     | June 30, | June 30, | June 30, | June 30,
| |                                     | 2008     | 2007     | 2006     | 2005    
| |                                    
| | Period End                          | 0.9900   | 0.9404   | 0.8931   | 0.8142  
| | Average                             | 0.9908   | 0.8830   | 0.8600   | 0.80118 
| |                                    
| | Monthly High and Low - $C vs. $US   |          |          |          |         
| |                                     | June     | May      | April    | March   
| |                                     | 2008     | 2008     | 2008     | 2008    
| |                                    
| | High for Month                      | 1.0070   | 1.0180   | 1.0010   | 1.0265  
| | Low for Month                       | 0.9685   | 0.9761   | 0.9683   | 0.9698  





As of June 30, 2008, the exchange rate to convert one Canadian dollar into the U.S. dollar was 0.9900.





B. Capitalization and Indebtedness



Not Applicable





C. Reasons for the Offer and Use of Proceeds



Not Applicable





D. Risk Factors



Kimber is subject to a number of significant risks due to the nature of its business and the present stage of its business development.  The following factors should be considered:



Industry Risks



Resource exploration and development is a high risk, speculative business.



Resource exploration and development is a speculative business, characterized by a high number of failures.  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 ore reserves will in fact be realized by Kimber or that any identified mineral deposit identified by Kimber will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited.



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.



The operations in which Kimber has a direct or indirect interest will be subject to all the hazards and risks normally incidental to resource companies.  Fires, power outages, labour disruptions, flooding, explosions, cave-ins, land slides 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, Kimber could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations.  In addition, Kimber may have to make expensive repairs and could be the subject to legal liability.  The occurrence of any of these operating risks and hazards may have an adverse effect on Kimbers financial condition and operations.



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16



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.



The commercial feasibility of Kimbers properties and its ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold and silver.  Depending on the price to be received for any minerals produced, Kimber may determine that it is impractical to commence or continue commercial production.  A reduction in the price of gold or silver may prevent Kimbers 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 Kimber’s control including:



·

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 base and precious metals cannot be accurately predicted.  If the price of gold and silver decreases, the value of Kimber’s assets would be materially and adversely effected.



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.



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17



The resource industry is intensively competitive in all of its phases, and Kimber competes 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 the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties.  Competition could adversely affect Kimbers ability to acquire suitable prospects for exploration in the future.



The mining industry is facing increasing operating and capital costs which may adversely affect the viability of existing and proposed mining projects.



As a result of the increase in the prices of the labour and materials, to some extent caused by an increase in commodity prices, including the prices of the metals being mined by the industry, the capital cost of mining projects has significantly increased in the past few years.  Increasing operating costs are a factor that must be built in to the economic model for any mining project.  Significant operating cost increases have been experienced by the industry in recent years, the effect of which has been to reduce profit margin for some mining projects.  Such 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



Kimbers exploration efforts may be unsuccessful in locating viable mineral resources.



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 quantity and quality 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 Kimber related to the exploration of its 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 ore 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.



If Kimber is unable to develop acceptable overall 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.



Currently, Kimbers metallurgical recovery tests for silver vary significantly across the Carmen deposit, ranging from a low of 8.6% to a high of  97.3%.  Kimbers overall silver metallurgical recoveries may not be adequate for the Carmen deposit to be commercially viable.



If Kimber 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 resource estimate and the Carmen deposit may not be a viable project.



Assays results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold and silver ore in the entire deposit.  Resource estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit.  All of these factors may lead to a resource estimate which is overstated.



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18



If Kimbers resource estimates for the Carmen deposit are not indicative of actual recoverable gold and silver, Kimber will have to continue to explore for a viable deposit or cease operations.



Kimber has a limited history as an exploration company and does not have any experience in putting a mining project into production.



Kimber has only been actively engaged in exploration since 1999.  Kimber does not hold any mineral reserves and does not generate any revenues from production.  Kimbers success will depend largely upon its ability to locate and develop commercially productive mineral reserves, which may never happen.  Further Kimber does not have any experience in taking a mining project to production.  As a result of these factors, it is difficult to evaluate Kimbers prospects, and its future success is more uncertain than if it had a longer or more proven history.



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 has incurred net losses every year since inception on March 31, 1995 and as of June 30, 2008 had an accumulated deficit of $13,477,772.  Kimber incurred a net loss of $2,937,925 for the year ended June 30, 2008 and $3,813,938 for the year ended June 30, 2007 (2006: $2,363,420 2005: $1,825,982; 2004: $1,513,811), all in accordance with Canadian GAAP.  If Kimber does not achieve profitability it will have to raise additional financing or shut down its operations.



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 owns the mining concessions, which constitute its property holdings.  Under the Mexican law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of Kimbers ownership of such concessions.



A claim by a third party asserting prior unregistered agreements or transfer on any of Kimbers mineral properties, especially where commercially productive mineral reserves have been located, could adversely result in Kimber losing commercially productive mineral reserves.  Even if a claim is unsuccessful, it may potentially affect Kimbers current operations due to the high costs of defending against such claims and its impact on senior management's time.  If Kimber loses a commercially productive mineral reserve, such a loss could lower Kimbers revenues or cause it to cease operations if this reserve represented all of Kimbers operations at the time of the loss.



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



Kimbers principal project is 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.  Kimbers 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 Kimbers activities or maintaining its properties.



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 Kimber.



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19



It may be difficult for Kimber to obtain necessary financing for its 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 its projects at reasonable rates.  If qualified people and services or expertise cannot be obtained in Mexico, Kimber 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 Kimber to conduct its 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.



The change in concept from an open pit to a combined open pit and underground mining operation would, if it proceeds on this basis expose Kimber 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 Kimber would have to continue to explore for a  viable deposit or cease operations.



Kimber has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.



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



Regulations require that an environmental impact statement, known in Mexico as a Manifiesto 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 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.



Failure to obtain the necessary permits would adversely affect progress of Kimbers operations and would delay the beginning 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.  Continuing 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 Kimbers operations are severely impacted by the weather, then it may be required to carry out remedial work and/or cease operations until the seasonal rains come to an end.



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20



Kimber depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.



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



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



Kimber does not have a full staff of technical people and relies upon outside consultants to provide critical services.



Kimber has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise as they are required to carry out specific tasks.  Kimbers inability to hire the appropriate consultants at the appropriate time could adversely impact Kimbers ability to advance its exploration activities.



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.



Kimber does not generate any revenues from production and does not have sufficient financial resources to undertake by itself all of its planned exploration programs.  Kimber has limited financial resources and has financed its operations primarily through the sale of Kimbers securities such as Common Shares.  Kimber will need to continue its reliance on the sale of its securities for future financing, resulting in dilution to existing shareholders.



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



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.



As of September 25, 2008 Kimber had 62,086,620 Common  Shares issued and outstanding.  In  addition, as of September 25, 2008 2,817,000 Common Shares were issuable upon  exercise of outstanding stock options, all of which may be exercised in the future resulting in dilution to Kimber’s  shareholders.  Of these  amounts, senior officers and directors of Kimber own, as a group, 5,897,656 Common  Shares (9.5%) and stock options to acquire an additional 1,955,000 Common  Shares. Kimber may issue stock options to purchase an additional 1,957,362  Common Shares remaining under its 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.



In addition as of September 25, 2008 there were 4,000,000  outstanding warrants to purchase Common Shares of Kimber at an exercise price  of $1.25 per share. Some of the  Common Shares to be issued upon exercise of the  outstanding warrants are freely tradable after July 11, 2008.  Also, as of September 25, 2008 there were 2,000,000  outstanding warrants to purchase Common Shares of Kimber at an exercise price  of $1.80 per share. Some of the  Common Shares to be issued upon exercise of the  outstanding warrants will be freely tradable after January 24, 2009.



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21



Sales of substantial amounts of Kimbers Common Shares into the public market, by Kimbers 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 its Common Shares.



Kimber has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.



Since incorporation, Kimber has not paid any cash or other dividends on its Common Shares and does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.



Kimbers business involves risks for which Kimber may not be adequately insured, if it is 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. Kimber does 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 the securities of Kimber.



Kimbers activities are subject to environmental liability, which would have an adverse effect on its financial condition and operations.



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



Also, environmental regulations may change in the future which could adversely affect Kimbers operations including the potential to curtail or cease exploration programs or to preclude entirely the economic development of a mineral property.  The extent of any future changes to environmental regulations cannot be predicted or quantified, but it should be assumed that such regulations would become more stringent in the future.  Generally, new regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new regulations.



Risks For U.S. Holders



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



It may be difficult to bring and enforce suits against Kimber which is incorporated and situated in the Province of British Columbia, Canada and does not have assets located in the United States.  With the exception of three (3) directors who are residents of the U.S., the officers and directors of Kimber are residents of British Columbia and Ontario, having all or a substantial portion of their assets located outside of the U.S.  As a result, it may be difficult for U.S. shareholders of Kimber to effect service of process on these persons within the U.S. or to enforce judgements obtained in the U.S. based on the civil liability provisions of the U.S. federal securities laws against Kimber or its officers and most of its directors.  In addition, U.S. shareholders of Kimber should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against Kimber, its officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the U.S., or (ii) would enforce, in original actions, liabilities against Kimber, its officers or directors predicated upon the U.S. federal securities laws or other laws of the U.S.



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22



Kimber could be deemed a Passive Foreign Investment Company, which could have negative consequences for U.S. investors.



Potential investors who are U.S. taxpayers should be aware that Kimber may be a passive foreign investment company (PFIC) for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in subsequent years.  See Taxation-United States Federal Income Tax Consequence-Passive Foreign Investment Company.  If Kimber is 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 its 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 (QEF) election or a mark-to-market election with respect to the Shares of Kimber.  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 Kimbers net capital gain and ordinary earnings for any year in which Kimber is a PFIC, whether or not Kimber distributes any amounts to its shareholders. A QEF election will only be effective if Kimber provides certain information to the U.S. holders. There can be no assurances Kimber 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 Kimber is (or has been) a PFIC and at any time has 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 its indirect ownership interest in any lower-tier PFIC.





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 Business Corporations Act (British Columbia)that came into force on March 29, 2004), as amended effective on April 23, 1998, May 19, 1999, May 21, 2002, June 3, 2004 and December 21, 2007.



At the Extraordinary General Meeting of Kimber's shareholders held on April 30, 2002, a subdivision of Kimber's Common Shares on a 1.6 new Shares for one old Share basis (the Subdivision) was approved and the authorized capital of Kimber was increased to 80,000,000 Common Shares effective May 21, 2002.  Subsequently at the Annual and Special General Meeting of Shareholders on December 12, 2007 and effective upon the filing of the amendment to the Notice of Articles on December 21, 2007 the 80,000,000 Common Share maximum that Kimber is authorized to issue was removed and Kimber may now issue an unlimited number of Common Shares.



At an Extraordinary General Meeting of Kimbers shareholders held on May 28, 2004, the shareholders approved the adoption of new Articles under the new Business Corporations Act (British Columbia) and the increase in the number of Kimber directors to six (6) from five (5) as well as electing Mr. James J. Puplava to Kimbers Board of Directors. The adoption of the new Articles became effective on June 3, 2004 upon filing a notice of alteration to the Notice of Articles with the Registrar of Companies on that date.  The Articles were subsequently amended, the current Articles having been adopted at the Annual and Special General Meeting of Shareholders on December 12, 2007.



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Kimber became a reporting issuer in the provinces of British Columbia and Alberta on June 5, 2002 and its Common Shares and July 12 Warrants were listed on the TSX Venture Exchange and commenced trading on July 16, 2002. Kimber voluntarily delisted its Shares from the TSX Venture Exchange at the end of trading on June 17, 2004 and its Shares were listed and commenced trading on the TSX on June 18, 2004. Kimber is now also a reporting issuer in the Province of Ontario. On July 21, 2005 Kimber filed an amended Form 20-F Registration Statement with the SEC and subsequently applied for and was listed on the American Stock Exchange (AMEX).  Trading on Amex commenced on December 22, 2005.



The head office and registered and records office of Kimber 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, S. de R.L. de C.V. (Minera Monterde), Kimber Resources de Mexico, S.A. de C.V. (Kimber Resources de Mexico) and Minera Pericones, S.A. de C.V. (Minera Pericones), wholly owned subsidiaries of Kimber, are located at Camino al Campestre # 4302, Col. Quintas Campestre, CP 31214, Chihuahua, Chihuahua State, Mexico. Telephone: 52 6144 105 403.



Kimber Resources de Mexico and Minera Pericones, also have a corporate office at Avenida Lola Beltrán, No. 211, Interior Uno, Fracc. Tellerías, Mazatlán, Sinaloa, México, C.P. 82010



Kimbers principal capital expenditures since inception relate to its mineral properties in Mexico.  At June 30, 2008, Kimber had a balance of $37,335,596 in unproven mineral right interests costs relating to expenditures on its mineral properties.  During the fiscal year ended June 30, 2008, Kimber incurred $5,158,631 in mineral property acquisition and exploration expenditures on the Monterde Property (the Property) ($43,454 for acquisition; $4,979,924 on exploration), the Setago Property ($6,628 for acquisition; $16,037 on exploration) and the Pericones Property ($12,908 for acquisition; $99,680 on exploration).



B. Business Overview



Kimber is a British Columbia, Canada junior resource company engaged in the acquisition, exploration and development of mineral resource properties.  Where management determines that it is in Kimbers best interest, joint venture partners may be sought to further explore and/or develop certain properties.  Kimber is in the process of exploring its mineral properties located in Mexico and has yet to determine whether any of these properties contain ore reserves that are economically recoverable.  Refer to Item 4D - Property, Plants and Equipment for a description of each of these mineral properties.



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



As of June 30, 2008, Kimber had incurred $37,059,178on the acquisition, exploration of the Monterde Property, of which Atna funded $444,628.  During the last five financial years ended June 30, 2008 Kimber has carried out a program of reverse circulation drilling, diamond core drilling, trenching and sampling on the Monterde Property.  In addition, as of June 30, 2008 Kimber had incurred $83,661 on the acquisition, exploration of the Setago Property and $192,757 on the acquisition, exploration of the Pericones Property.



Except exploration programs may be impacted to varying degrees by weather Kimber’s business is not subject to seasonality  in any material respect.  See******ITEM  4. INFORMATION ON KIMBER – B. Business Overview –The Monterde Property - Accessibility,  Climate, Local Resources, Infrastructure and Physiography.**Kimber’s ability to carry on exploration  activities is subject to obtaining various permits from various Mexican government  departments and/****or agencies. ****See******ITEM 4. INFORMATION ON KIMBER – B.  Business Overview –The Monterde Property – Permits.**



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MANAGEMENT



On October 31, 2007 Robert V. Longe retired as President and Chief Executive Officer of Kimber and effective November 1, 2007 Gordon Cummings, Kimbers then Chief Financial Officer, became President and Chief Executive Officer.  On November 12, 2007, Mr. Lyn B. Davies was appointed Chief Financial Officer of Kimber and on November 18, 2007 Petrus H. (Marius) Maré was appointed Vice President, Exploration.  Subsequently J. Byron Richards resigned as Vice President, Engineering of Kimber on January 31, 2008 and Michael E. Hoole resigned as Vice President and Secretary on February 28, 2008.  Messrs. Richards and Hoole continue to provide on-going consulting services to Kimber.



COMPANY FINANCINGS



Initial Public Offering

On July 12, 2002, Kimber closed its Initial Public Offering with Canaccord Capital Corporation as agents. Kimber issued a total of 7,000,000 units at $0.45 per unit for gross proceeds of $3,150,000. Each unit consisted of one share and one transferable share-purchase warrant exercisable at $0.45 until July 12, 2003 and thereafter at $0.55 until they expired on January 12, 2004. Canaccord received 10% of the gross proceeds totalling $315,000 and 1,400,000 non-transferable warrants exercisable at $0.45 until July 12, 2003 and $0.55 until January 12, 2004.  Kimber also issued Canaccord 250,000 Common Shares and paid a sponsorship fee of $30,000.



Kimber issued the securities pursuant to its prospectus dated June 5, 2002 (effective date: June 6, 2002), and a sponsorship and agency agreement with Canaccord dated for reference April 29, 2002.  The prospectus was qualified only in the Provinces of British Columbia and Alberta.  The sponsorship and agency agreement authorized Canaccord to offer and sell the securities in the Selling Provinces, defined as the provinces of British Columbia and Alberta and such other Canadian provinces as may be agreed to between Kimber and Canaccord.  No securities were issued to any U.S. Person (as defined in Rule 902 of Regulation S promulgated under the United States Securities Act of 1933, as amended) to Kimbers knowledge.



Private Placement No.1 (brokered)

As the prospectus for the IPO was not qualified in Ontario, following the initial public offering, Kimber completed a brokered private placement through Canaccord, as agent, of a further 500,000 units to Sprott Asset Management in Ontario at $0.45 per unit. Each unit consisted of one Common Share and one transferable share-purchase warrant entitling the holder to purchase an additional Common Share at a price of $0.45 to July 12, 2003 and then $0.55 until January 12, 2004. Canaccord received 10% of the gross proceeds for a total of $22,500 and was issued 100,000 non-transferable warrants exercisable at $0.45 until July 12, 2003 and thereafter $0.55 until January 12, 2004. The private placement was effective July 25, 2002. No securities were issued to any U.S. Person.



Private Placement No.2 (brokered)

On May 14, 2003, Kimber closed a private placement of 1,765,600 units at a price of $0.45 per unit to realize gross proceeds of $794,520.  Each unit consisted of one Common Share and one-half of one non-transferable share purchase warrant.  One whole warrant entitled the holder to purchase one additional Common Share of Kimber until November 14, 2004 at a price of $0.55.  Canaccord acted as agent for the offering, in consideration for which it received an 8% commission payable in cash and share purchase warrants for the purchase of 353,120 Shares. Each warrant was exercisable into one Common Share until November 14, 2004 at a price of $0.55.  In addition, Kimber paid Canaccord a $4,000 administration fee.  The agency agreement specifically excluded U.S. Persons from the offering.



Private Placement No.3 (non-brokered)

On December 16, 2003, Kimber closed a non-brokered private placement of 1,000,000 units to Puplava Securities Inc. and  related and other parties at a price of $0.70 per unit. Each unit consisted of one Common Share and one-half of one non-transferable share purchase warrant.  One whole warrant entitles the holder to purchase one additional Common Share of Kimber for 12 months at a price of $0.80. The securities were issued to U.S. Persons who were accredited investors for the purposes of the exemption from the registration requirements of the United States Securities Act of 1933, as amended, provided by section 4(6) of Regulation D of that Act.



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Private Placement No.4 (brokered)

On December 16, 2003, Kimber also closed a brokered private placement of 1,000,000 units with Canaccord at a price of $0.70 per unit.  Each unit consisted of one Common Share and one-half of one non-transferable share purchase warrant.  One whole warrant entitled the holder to purchase one additional Common Share of Kimber for 12 months from the date of closing at a price of $0.80. Canaccord received an 8% commission (paid one-half in cash and one-half in units) and non-transferable share purchase warrants for the purchase of 200,000 Common Shares.  Each warrant was exercisable into one Common Share at $0.80 for a period of 12 months from the date of issue of the warrant.  In addition, Kimber paid Canaccord a $5,000 administration fee. The agency agreement between Kimber and Canaccord dated for reference November 20, 2003 expressly excluded U.S. Persons from participating in the private placement.



Private Placement No.5 (brokered)

On September 9, 2004 Kimber closed a brokered private placement for 1,270,000 units at a price of $1.50 per unit. Each unit consisted of one Common Share and half of one non-transferable share purchase warrant. One whole warrant entitled the holder to purchase an additional Common Share at a price of $1.80 until March 8, 2006. The agent received an 8% commission paid in cash and the agent and other members of the sales group received a non-transferable agents option to purchase a total of 127,000 units at $1.80 per unit, consisting of one Common Share and one-half of one non-transferable share purchase warrant. One whole warrant entitled the holder to purchase an additional Common Share at $1.80 until March 8, 2006. Kimber also paid the agent a corporate finance fee of 40,000 units having the same terms as the units described above. Some of the units were sold to U.S. Persons in reliance on the U.S. accredited investor exemption.



Private Placement No.6 (non-brokered)

On February 24, 2005 Kimber closed a non-brokered private placement of 3,290,324 units to raise gross proceeds of $5,100,002.20 with four investment funds. All of the units were issued at a price of $1.55 per unit and each unit consisted of one Common Share and one-half of a non-transferable share purchase warrant, with one whole warrant entitling the holder to purchase one additional Common Share at $1.80 until March 8, 2006. No commissions or brokerage fees were paid with the exception of a finders fee of $31,000 in respect of 1 million units. The subscription agreements specifically excluded U.S. Persons from the financing.



Private Placement No.7 (non-brokered)

On August 26, 2005, Kimber closed a non-brokered private placement of 3,333,332 units to raise gross proceeds of $4,999,998.  All of the units were issued at a price of $1.50 per unit and each unit consisted of one Common Share and one-half of a non-transferable warrant, with one whole warrant entitling the holder to purchase one additional Common Share at $1.80 until February 26, 2007.  A finder's fee of $40,000 was paid to an investment brokerage firm in respect of 1,333,332 units. Some of the units were sold to U.S. Persons in reliance on the U.S. accredited investor exemption.



Private Placement No.8 (non-brokered)

On March 1, 2006 Kimber closed brokered and non-brokered private placements of a total of 7,047,500 Common Shares at a price of $2.00 for gross proceeds of $14,095,000. Puplava Securities Inc. ("PSI") of San Diego, California acted as agent for the brokered private placement and Dr. Leanne Baker, Managing Director of Investor Resources LLC and a broker with PSI, acted as a consultant in the United States. Dr. Baker subsequently became a Director of Kimber on October 30, 2006.  Kimber paid cash commissions of 5.5% on the brokered placements to PSI. Mr. James Puplava, a Director and major shareholder of Kimber, and a principal of PSI, did not acquire Shares through the placement (see Note 10). The non-brokered private placement was to institutional and accredited investors in Canada and offshore. Blackmont Capital Inc., Canaccord Capital Corp., and PSI received finder's fees of 5.5% of the proceeds raised on certain placements. The total commissions and finder's fees paid on both the brokered and non-brokered placements was $428,725 and of that amount cash commissions and finders fees of $234,850 were paid by Kimber to PSI.  No warrants were issued to investors or agents in connection with the offering.



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Private Placement No.9 (non-brokered)

On March 11, 2008, Kimber closed a non-brokered private placement of 8,000,000 units to raise gross proceeds of $6,000,000.  All of the units were issued at a price of $0.75 per unit and each unit consisted of one Common Share and one-half of a non-transferable Warrant, with one whole Warrant entitling the holder to purchase one additional Common Share at $1.25 until March 11, 2010.  Some of the units were sold to U.S. Persons in reliance on the U.S. accredited investor exemption. A finder's fee totaling $35,735 was paid to an independent third party in connection with the placement to certain US persons.

Private Placement No.10 (non-brokered)



On September 24, 2008, Kimber closed a non-brokered private placement of 4,000,000 units to raise gross proceeds of $5,000,000.  All of the units were issued at a price of $1.25 per unit and each unit consisted of one Common Share and one-half of a non-transferable Warrant, with one whole Warrant entitling the holder to purchase one additional Common Share at $1.80 until September 24, 2010.  Some of the units were sold to U.S. Persons in reliance on the U.S. accredited investor exemption. A finder's fee totaling $332,500 is payable to an independent third party in connection with the placement.



C. Organizational Structure

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



Minera Monterde is a Mexican mining enterprise that was formed under the laws of Mexico on January 21, 2000 as a limited liability partnership with variable capital stock.  The fiscal and head office of Minera Monterde is located at Camino al Campestre # 4302, Col. Quintas Campestre, CP 31214, Chihuahua, Chihuahua State, 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.  The fiscal and head office of Kimber Resources de Mexico is located at Camino al Campestre # 4302, Col. Quintas Campestre, CP 31214, Chihuahua, Chihuahua State, Mexico. Its corporate office is located at Avenida Lola Beltrán, No. 211, Interior Uno, Fracc. Tellerías, Mazatlán, Sinaloa, México, C.P. 82010.



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.  The fiscal and head office of Minera Pericones is located at Camino al Campestre # 4302, Col. Quintas Campestre, CP 31214, Chihuahua, Chihuahua State, Mexico.  Its corporate office is located at Avenida Lola Beltrán, No. 211, Interior Uno, Fracc. Tellerías, Mazatlán, Sinaloa, México, C.P. 82010.



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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.  Kimber advises 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 any part or all of mineral deposits in themeasured, indicated, and inferred mineral resourcecategories will ever be converted into reserves.



Kimber is an exploration stage company, as Kimbers properties are currently in the exploratory stage. In order to determine if a commercially viable mineral deposit exists in any of Kimbers 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 and the Staked Concessions and is made up of a total of 34 mineral concessions described in the following Table 1. See Figure 1for reference to the Monterde Propertylocation in Mexico and Figure 2and Figure 3for the location of individual concessions.



Kimbers primary objective is the development of the Carmen deposit 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 deposit is located in the Group 1 concession group seen below in Table 1 andFigure 2.



Kimbers principal targets on the Monterde Property are commercially viable mineral deposits extractable by open-pit and/or undergroundmining methods, where gold and silver are amenable to extraction by heap leaching and/or conventional milling.



Table 1

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



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|Anexas de Guazapares    | 212552      | 18.8947     | 10/30/2050    | 
|----------------------- | ----------- | ----------- | ------------- | 
|Anexas de Guazapares    | 212542      | 9.7535      | 10/30/2050    | 
|                        |            
|Group 3 Concessions     |             |             |               | 
|Anexas de Guazapares    | 112692      | 90.0000     | 04/08/2011    | 
|                        |            
|Group 4 Concessions     |             |             |               | 
|Ampliacion Guadalupe    | 226011      | 59.0799     | 11/14/2055    | 
|                        |            
|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 Carmen*              | 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    | 
|Concession              | Title       | Area in     | Expiry Date   | 
|Name                    | Number      | Hectares    | (mo/day/year) | 
|                        |            
|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    | 
|                        | Total Area: | 29,266.4096 | hectares      | 



In late 1999, Kimber 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.  By agreement dated February 18, 2000, (the Carried Interest Agreement) entered into between Kimber, Thorne and Ayutla, the parties agreed that Thorne and Ayutla would give up any rights that they may have had in some of the Monterde Concessions and to assist Kimber and Minera Monterde in securing options on some of the Monterde Concessions in consideration for a 10% carried interest in some of the Monterde Concessions, convertible, following the occurrence of a triggering event (as defined in the Carried Interest Agreement), into 10% of the outstanding Common Shares of Kimber.  The triggering event occurred on November 17, 2000, and pursuant to the Carried Interest Agreement the conversion of that carried interest was completed on June 7, 2001 when 60,502 Common Shares were issued to Thorne and 242,012 Common Shares were issued to Ayutla,.  The Carried Interest Agreement also provides that upon the occurrence of the triggering event, Thorne and Ayutla could have exercised a right to acquire an additional combined 15% of the then outstanding Common Shares by exercising their rights as provided in the Carried Interest Agreement.  Neither Thorne nor Ayutla exercised its right to acquire the additional interest in accordance with the terms of the Carried Interest Agreement.  Thorne and Ayutla have the right to acquire certain of the Monterde Concessions that Kimber may decide to abandon in the future.



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By option agreement dated February 14, 2000, as amended from time to time, between Minera Monterde, Miguel Orozco Franco and his spouse Griselda Palma Heredia, Minera Monterde was granted an option to acquire a 100% interest in the Group 1 Concessions.  Subsequently, Minera Monterde determined that unregistered interests in the Group 1 Concessions had been transferred to Jose Gildardo Estrada Ramirez and Barney Green Lee Portillo and by agreement (the Acknowledgment Agreement) dated February 13, 2001 entered into between Minera Monterde, Miguel Orozco Franco and his spouse Griselda Palma Heredia, Jose Gildardo Estrada Ramirez, his spouse Lilia Olivia Moreno Urista, Barney Green Lee Portillo and his spouse Susana Alicia Trejo Rubio, Minera Monterde received the acknowledgment of the option agreement on the Group 1 Concessions and an option on all of their interests in the Group I Concessions.  By agreement dated June 20, 2003 Minera Monterde acquired registered title to the Group 1 Concessions, subject to making semi-annual payments.  Kimber 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 option agreement dated February 16, 2000, as amended from time to time, between Minera Monterde and Carlos Munoz Caballero, represented by Vicente Arturo Caballero Olivas, Minera Monterde was granted an option to acquire a 100% interest in the Group 2 Concessions.  By agreement dated June 20, 2003, Minera Monterde acquired registered title to the Group 2 Concessions, subject to making semi-annual payments. Kimber 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.



By option agreement dated February 14, 2000, as amended from time to time, between Minera Monterde, Vicente Arturo Caballero Olivas, his spouse Susana Otilia Quevedo Almazan, Maria Estela Caballero de Swanson and Gloria Caballero de Munoz, all represented by Vicente Arturo Caballero Olivas, Minera Monterde was granted an option to acquire an 87.5% interest in the Group 3 Concessions with the understanding that the remaining 12.5% registered in the name of a deceased sister of  Vicente Arturo Caballero Olivas would also be included in the option upon resolution of the estate of the deceased sister. Minera Monterde acquired title to the full 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 option agreement dated February 8, 2001 between Ismael Quezada Campos and his spouse Francisca Giron Duarte and Minera Monterde, Minera Monterde acquired exploration rights and the option to purchase the Group 4 Concessions for semi-annual payments totaling US$47,800, including payments made prior to execution of the option agreement.  Subsequent to the death of Ismael Quezada Campos, by agreement dated June 20, 2003, entered into between Francisca Giron Duarte, the widow and beneficiary of the Estate, and Minera Monterde, Minera Monterde exercised its option and acquired a 100% interest in the Group 4 Concessions by completing the outstanding payments.



On November 16, 2000, Kimber entered into an option agreement with Atna Resources Ltd. and granted Atna the option to acquire all of Kimbers interest in and to the Monterde Concessions by, among other provisions, paying to Kimber a total of US$500,000 in periodic cash payments, incurring a total of US$2,500,000 in exploration expenditures and making all of the payments pursuant to the underlying option agreements between Kimber and the owners of the Monterde Concessions. Atna also entered into a separate agreement with Kimber pursuant to which Kimber agreed to carry out an exploration program at Atnas expense costing approximately US$250,000 on the Monterde Concessions.  After making certain payments and paying Kimber US$261,840 to carry out the exploration program Atna elected to terminate its option agreement with Kimber effective May 16, 2001.







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By option agreement dated August 14, 2001 entered into between Minera Monterde and Cia Minera el Coronel, S.A. de C.V., Minera Monterde acquired the exploration rights and option to purchase a 100% interest in the El Coronel Concessions. By agreement dated September 8, 2003 Minera Monterde acquired title to the El Coronel Concessions, subject to making semi-annual payments. 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.



Monterde Property Payments

All taxes on the concessions making up the Monterde Property have been paid and are current. Property payments on the Monterde Concessions and the El Coronel Concessions were made as required in 2000 to August 2008. As of July 31, 2006 all of the payments due in respect of the purchase of the Monterde Property had been paid an no future purchase payments are payable .



Monterde Property Description and Location

The Monterde Property, located in the Sierra Madre mountains of southwestern Chihuahua State, is approximately 75 kilometres northwest of Goldcorp Inc.s El Sauzal Mining Project and approximately 75 kilometres southeast of the Ocampo Mining District.  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 to Figure 1andFigure 5for the location and directions to the Monterde Property in Mexico and Figure 2andFigure 3for the location of individual concessions.







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Figure 1



Monterde Project Location Map

September 2008

[kimber20fp31fig1.jpg]







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Figure 2

Land Status  Core Concessions

September 2008

[kimber20fp32fig2.jpg]







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Figure 3

Monterde Project Claim Holdings

as of  September 2008



[kimber20fp33fig3.jpg]







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[kimber20fp34fig4.jpg]







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Figure 5



Access to the Monterde Property

September 2008



[kimber20fp35fig5.jpg]







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Non-Reserves



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources.This Section uses the term Inferred 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 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 Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred 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 resource exists, or is economically mineable.



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources.This section uses the terms Measured and Indicated 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.  U.S.  investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Carmen Mineral Resource Estimate M



On April 20, 2006, Kimber announced a polygonal estimate based on 344 reverse circulation (RC) holes drilled on the Carmen deposit for which results were available to February 15, 2006. The estimate was prepared by Kimbers geological and engineering staff. See news release entitled KIMBER UPDATES RESOURCE AT CARMEN: INCREASES GOLD MEASURED & INDICATED BY 27%filed on SEDAR and on EDGAR on Form 6-K on April 20, 2006.  See also the report entitled TECHNICAL EVALUATION REPORT Mineral Resource Estimate M Carmen Deposit filed on SEDAR on June 2, 2006 and on EDGAR on Form 6-K on June 5, 2006



The same assay database was used to make a block model estimate (Carmen Deposit Resource Estimate M, see table below). The block model estimate was prepared by G. Giroux, P.Eng. of Micon International, a Qualified Person and is dated July 17th, 2006.  See news release entitled KIMBER ANNOUNCES BLOCK MODEL ESTIMATE filed on SEDAR and on EDGAR on Form 6-K on June 28, 2006  and see the report entitled MINERAL RESOURCE ESTIMATION ON  THE CARMEN DEPOSIT, MONTERDE PROJECT GUAZAPARES MUNICIPALITY CHIHUAHUA STATE, MEXICOfiled on SEDAR on July 20, 2006 and on EDGAR on Form 6-K on July 21, 2006.  This report has since been amended to include the restatement of some tonnages of resource that were included in the original report but were not included in the summary table.  The amended report is dated May 29th, 2007.  See the report using the same title filed on SEDAR and on EDGAR on Form 6-K on August 10, 2007.  The table below reflects the values in the amended report.



A block model is a mathematical representation of the metal distribution on a regular grid of points in three dimensions that extend over the mineralized volume of rock tested by the drill holes.  It is based on the same volume of rock from which the polygonal estimate was made.  The grid intervals over which the estimate is made is set from assumptions made on how the deposit would be mined.  In this case, the block dimensions were set at 6 by 6 metres square on benches 6 metres high, that is 6 metre cubes.  A block model is desirable because it can be used as the input to computer software used in mine design.



The grade distribution of both gold and silver separately were modeled by interpretation of assay data on bench plans within the previously determined mapable limits of 0.1 g/t and 35 g/t for gold and silver, respectively.  The grade values at the block centers were estimated by ordinary Kriging.  Kriged estimates typically contain more tonnes at lower grade than polygonal estimates due to the smoothing effect of averaging block grades from several adjacent drill holes and represents a more accurate picture of the true grade distribution.  The Measured and Indicated categories in the block model indicate similar metal content to the polygonal estimate.  Inferred resources are reduced because of the requirement of block modeling to have multiple drill data points in the calculation of any block, while the polygonal method uses the information from the nearest drill data only.  In any case Inferred resources cannot be raised to reserve status.







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|                                                                                  |                   |            |              |                 |              |                |                 
|--------------------------------------------------------------------------------- | ----------------- | ---------- | ------------ | --------------- | ------------ | -------------- | ----------------
|Carmen Deposit  Resource Estimate M  (Block Model) above 0.3g/t Au, or 35g/t Ag |                  
|                                                                                  | Tonnes
(millions) | Gold
(g/t) | Silver (g/t) | Gold Eq.* (g/t) | Gold, ounces | Silver, ounces | Gold Eq.* ounces
|Measured                                                                          | 23.3              | 0.78       | 44           | 1.37            | 583,100      | 33,180,000     | 1,025,500       
|Indicated                                                                         | 9.9               | 0.68       | 26           | 1.03            | 218,000      | 8,460,000      | 330,800         
|Measured & Indicated                                                              | 33.2              | 0.75       | 39           | 1.27            | 801,100      | 41,640,000     | 1,356,300       
|Inferred                                                                          | 3.5               | 0.64       | 17           | 0.87            | 72,600       | 1,950,000      | 98,600          



|                                                              
|--------------------------------------------------------------
|*conversion factor of 75 ounces of silver to one ounce of gold





A preliminary examination of the Carmen resource data for possible underground  mining, implying the exploitation of  narrower but higher grade structures than those mineable by surface methods was  made by Mr. A.A. Burgoyne, P.Eng. of Burgoyne Geological Inc., an independent qualified  person and Mr. J.B. Richards, P.Eng. the  then Vice President , Engineering of  Kimber, *designated Qualified Person for the  project responsible for quality control and verification of the data disclosed.*  See news release entitled “KIMBER PROVIDES  UPDATE ON RECENT ACTIVITIES, ADDS TO CARMEN RESOURCES” filed on SEDAR on July 26, 2007 and on EDGAR  on Form 6-K on July 27, 2007 and see their  report dated July 17th, 2007 entitled “Technical Report Estimate of Underground-mineable Resources On the Carmen Deposit at MONTERDE GUAZAPARES,  MUNICIPALITY, CHIHUAHUA STATE MEXICO**”**filed on SEDAR and on EDGAR  on Form 6-K on August 20, 2007   The  polygonal method was used for the  resource estimate. Because of the  preliminary nature of the work and the uncertainty of the  exact locations of the high-grade  bands, all the resource reported is  classified as Inferred.  The total  resource estimated to be mineable by underground methods is tabled below.  Economic analysis of mining operations  balancing open pit and underground mining will optimize the  project value.



|                                                                                            |                   |            |              |                 |              |                |                 
|------------------------------------------------------------------------------------------- | ----------------- | ---------- | ------------ | --------------- | ------------ | -------------- | ----------------
|Carmen Deposit  Underground Resource Estimate, Structures >=1.2m true thickness, >=3gt AuEq
|The Resource is classified as Inferred                                                      | Tonnes
(millions) | Gold
(g/t) | Silver (g/t) | Gold Eq.* (g/t) | Gold, ounces | Silver, ounces | Gold Eq.* ounces
|Resource Total                                                                              | 3.8               | 4.94       | 145          | 7.01            | 607,300      | 17,763,000     | 860,600         
|Resource contained within previously announced block model (Estimate M)                   | 3.1               | 4.61       | 162          | 6.92            | 462,500      | 16,250,000     | 694,200         
|Additional to Resource Estimate M                                                         | 0.7               | 6.41       | 67           | 7.30            | 144,800      | 1,513,000      | 165,000         



|                                                             
|-------------------------------------------------------------
|*conversion factor of 70ounces of silver to one ounce of gold





Bulk Density

The bulk density value used in current resource estimates, 2.30 tonnes per cubic metre, is based on 197 drill core samples.



Veta Minitas Resource Estimate



Veta Minitas is a 500 metre structure lying 250 metres to the west of the Carmen deposit. Resources outlined by 23 holes drilled on the first 150 metre portion of the structure are listed below. This resource estimate was reviewed and approved by Mr. J.B. Richards, P.Eng. in his capacity as Qualified Person. Mr. Richards did not consider them to be economically important at that time.









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The resource estimate on the partially-drilled Veta Minitas structure was originally reported in November, 2004. Mr. J.B. Richards, P.Eng., the then Vice President Engineering, and designated Qualified Person for the project was responsible for quality control and verification of the data disclosed.  See news release dated November 30, 2004 entitled KIMBER REPORTS ADDITIONAL DRILL RESULTS AND ADDS TO RESOURCES ON MONTERDE PROPERTYfiled on SEDAR on November 20, 2004.





|                     |                   |            |              |                  |           |             |                  
|-------------------- | ----------------- | ---------- | ------------ | ---------------- | --------- | ----------- | -----------------
|                     | Tonnes (millions) | Gold (g/t) | Silver (g/t) | Gold Eq  (g/t) * | Gold (oz) | Silver (oz) | Gold Eq (oz) 75:1
|Measured  Resources  | .7                | 0.63       | 88           | 1.80             | 14,200    | 1,974,900   | 40,600           
|Indicated  Resources | .176              | 1.03       | 105          | 2.42             | 6,000     | 591,800     | 13,700           
|Inferred Resources   | .4                | 0.37       | 69           | 1.28             | 4,500     | 840,000     | 15,700           



|                                                                              
|------------------------------------------------------------------------------
|*Gold-equivalent assumes equivalence of 75 units of silver to one unit of gold





As with the Carmen deposit,grade cut-off is 0.3 grams gold per tonne or 35 grams silver per tonne if the gold grade is less than 0.3grams per tonne.



Carotare Resource Estimate



On November 8, 2005, Kimber delivered a resource estimate on the Carotare deposit based on the 28 holes drilled. This was the first mineral resource estimate since the Carotare was discovered in April 2005. The estimate was prepared under the supervision of external independent qualified person, Mr. A.A. Burgoyne, P. Eng. of Burgoyne Geological Inc. See news release dated November 8, 2005 entitled Initial Resource Estimate on Kimber's New Carotare Depositand filed on SEDAR on November 8, 2005 and on EDGAR on Form 6-K on November 9, 2005 and the technical report prepared by Mr. Burgoyne dated November 22, 2005 entitled TECHNICAL EVALUATION REPORT MINERAL RESOURCE ESTIMATE A - CAROTARE DEPOSIT and filed on SEDAR on November 22, 2005 and on EDGAR on Form 6-K on November 25, 2005.





|                     |                   |            |              |                  |           |             |                  
|-------------------- | ----------------- | ---------- | ------------ | ---------------- | --------- | ----------- | -----------------
|                     | Tonnes (millions) | Gold (g/t) | Silver (g/t) | Gold Eq  (g/t) * | Gold (oz) | Silver (oz) | Gold Eq (oz) 75:1
|Measured  Resources  | 1.68              | 0.81       | 29           | 1.20             | 44,000    | 1,578,000   | 65,000           
|Indicated  Resources | 1.02              | 0.83       | 29           | 1.21             | 27,000    | 945,000     | 40,000           
|Inferred Resources   | 3.78              | 0.85       | 25           | 1.18             | 103,000   | 2,987,000   | 143,000          



|                                                                              
|------------------------------------------------------------------------------
|*Gold-equivalent assumes equivalence of 75 units of silver to one unit of gold



Again,grade cut-off is 0.3 grams gold per tonne or 35 grams silver per tonne if the gold grade is less than 0.3 grams per tonne.



Total Resources



Combined resources of gold and silver on the Carmen, Veta Minitas, and Carotare deposits are shown in the table below.







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|                                         |            |                     |             |                          
|---------------------------------------- | ---------- | ------------------- | ----------- | -------------------------
|Total Resources on The Monterde Property
|                                         | Tonnes     | Gold           (oz) | Silver (oz) | Gold eq.*            (oz)
|Measured                                 | 25,651,000 | 641,300             | 36,732,900  | 1,131,100                
|Indicated                                | 11,146,000 | 251,000             | 9,996,800   | 384,500                  
|Measured & Indicated                     | 36,797,000 | 892,300             | 46,729,700  | 1,515,600                
|Inferred                                 | 8,413,000  | 324,900             | 7,290,000   | 422,300                  



|                                                                                               
|-----------------------------------------------------------------------------------------------
|*Gold-equivalent assumes equivalence of 75 units of silver to one unit of gold for all deposits



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 the Asamblea de Ejidatarios,the governing body of the ejido.



By agreement dated July 13, 2003 (an Ocupación Temporal), 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. The areas to be used for exploration and mining presently cover a total of 11,007 hectares of land.







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By agreement dated May 7, 2006 (an Ocupación Temporal) 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 the Commission for the Appraisal of National Property under the National Property Act of Mexico. 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. Procedural omissions in the manner in which of the Ejido called the meeting to approve the May 7, 2006 agreement necessitate the calling of a new meeting and the ratification of the existing agreement or the approval of a new agreement.  The meeting for this purpose has not yet been called.



An Ocupación Temporal is 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.  The Agreements have been accepted and registered in the Registro Agrario Nacional,the government land registry.



Permits



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



Regulations require that an environmental impact statement, known in Mexico as a Manifiesto 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 are expected to be completed by the end of the second quarter of 2008, with impact assessments and risk assessment to be carried out upon completion of the baseline studies.  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.



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



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



A limited permit allowing small-scale blasting has been granted to a contractor for road construction for the purposes of exploration on the Monterde Property.  As of the date of this Annual Report, Kimber has not applied for an explosives permit required for full-scale blasting operations from the Mexican National Defence Secretariat. Once Kimbers operations require the permit, a powder magazine will be constructed based on projected need or usage and the permit would be applied for.



As of the date of this Form 20-F Annual Report, Kimber has 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.  Under Mexican aquifer laws selected land areas do not require water rights permits for mining purposes. As Kimbers Monterde Property is located in a designated non-controlled aquifer, water that derives from its mining concessions is open for usage by Kimber.







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Accessibility, Climate, Local Resources, Infrastructure and Physiography



Access to the Monterde Property is by approximately 230 km of paved highway via state Route 16 from the city of Chihuahua, the regional centre and nearest airport, to La Junta, south from La Junta to San Pedro, then from San Pedro to Creel. The paved Divisadero Highway connects Creel to San Rafael. A logging road leads to the Temoris Junction, a distance of 11 kilometres. Straight through the junction, a further 20 kilometres of logging road leads to a sign to make a left turn and a further 6 kilometres along this road leads to the site. Refer to Figure 5 for road access directions to the Monterde Property from San Rafael.



The unpaved road from San Rafael to Monterde is of varying quality. It is impassable by tractor-trailer units because of hairpin turns, and to automobiles because of the irregularity of the surface, but light trucks and SUVs can easily navigate the road. The road is heavily utilized by single-axle logging trucks.



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

There is excellent access by unpaved roads within the Monterde Property, particularly in the area of defined mineral resource and its projected extension.



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 plateau with elevations ranging from 2,000 metres to over 2,400 metres.  Topography is locally steep, with a relatively high density of canyons and watercourses.  Numerous annual streams traverse the area. The Monterde area is forested with a variety of conifers; the predominant specie is Ponderosa pine.  Arbutus is locally seen.  Other tree species include oak, alder, and various poplars.  Shrubs include manzanita, magnolias, wild rose and numerous additional plants.  Two plant types of limited distribution are maguey and cacti, noted at scattered locales.



Fauna in the area includes black-tailed jack rabbits, cottontail rabbits, skunks, raccoon, squirrels, chipmunks, mice, white-tailed deer, and possibly mule deer.  Historically, puma, jaguar, wolves, wild boar, brown bear, black bear, and cougar were found in the area but they have not generally been seen since the 1960s. Coati and coyotes are present in the area   Reptiles include rattlesnakes, king snakes, bull snakes and corn snakes. Lizards exist in abundance.



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



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



In September, 2006 Kimber 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.







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42



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.  Electricity is available from the national power grid at either 34 or 115 kilovolts at San Rafael. A substation and approximately 30 kilometres of line will be required.



History and Previous Work



Historic reports, copies of which have been obtained by Kimber, 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 cyanidization.  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, 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.



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.







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43



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 metres thick.  At the base of the LVS, the lithologies are predominately andesite flows and hypabyssal porphyry intrusives.  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 Supergroup of the large Sierra Madre Occidental volcanic province, considered one of the largest silicic provinces on earth. The host lithologies range from slightly welded intermediate tuffaceous rocks to welded intermediate tuffaceous rocks.  Comagmatic intrusive rocks are present and are variably altered.



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



Alteration styles mapped include early stage propylitic, silicic, phyllic, argillic, quartz vein stock work, and iron oxides.  Gold and silver mineralization is hosted in all of the stated alteration styles, the exception being, no gold-silver mineralization has been encountered in the propylitic and silicic alteration styles.  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 4 presents the generalized geologic map of the Monterde District. Figure 6 is a geological cross section through the Carmen deposit and adjacent area.



Lithology



The volcanic complex that  hosts the Monterde District is  composite in nature. The geology of the  Carmen deposit is largely defined by the  emplacement and cooling of two lava dome structures which constitute most of  Telegraph Hill and Las Minitas Hill. The various lithological units exposed  within the deposits suggest that the dome structures developed in at least two  different episodes of magmatism, one early in the  evolution of the domes and a later  episode possibly related to magma recharge. The evolution of the complex follows a common extrusive rock pattern of lower intermediate rocks, followed  by intermediate rocks with a slightly more felsic component, capped by a series  of siliceous rocks.



Figure 7 presents the volcanic-intrusive stratigraphy of the Monterde District.  Discussion of the compositional classification of the following lithologies is based on hand sample description and petrographic studies.



Intermediate Rocks

The lowest outcropping lithologies of the complex are porphyritic intermediate rocks.  Phenocryst content consists of plagioclase euhedra, and well-formed hornblende phenocrysts.  The groundmass is aphanitic, grey to dark grey when fresh, greenish grey when propylitically altered.  Based on phenocryst mineralogy, the intermediate rocks would be classified as andesite, which occur as flows and perhaps minor tuffaceous rocks.







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44



Outcrops of the andesitic lithologies are mapped south and west of the deposit area.  The rocks rarely occur completely fresh, most outcrops exhibit some propylitic alteration.  Supergene argillization is present in some outcrops.  Supergene argillic alteration is the result of oxidation of pyrite, which was emplaced with the propylitic alteration event.  Sparse quartz veins are also noted in some areas.  No sampling has been conducted on these exposures.



Tuffaceous Rocks - TxTL, Tbx, FTU, FTUa, WLT

Overlying the basement andesite is a series of three tuffaceous lithologies. The contact between the tuffaceous rocks and the underlying andesite are assumed to be unconformable.  Measured dips on the tuffs are gentle, 5 to 10 degrees southeast.  This series of tuffaceous lithologies hosts the gold-silver mineralization in the Monterde District.



The lowest  unit is white to light grey, slightly to moderately welded, fine-grained lithic  tuff (TxTL).  The lithic tuff contains  fragments of the parent tuff  lithology and fragments of the  underlying andesitic lithologies.   Phenocryst mineralogy suggests a latite composition for these tuffs. Phenocrysts consist of plagioclase,  sanidine, quartz, and occasional biotite.   In some occurrences of biotite, it is not clear if the biotite is primary or secondary and related to  alteration. The groundmass is generally fine to medium grained.  Where welding is more pronounced, the groundmass exhibits eutaxitic texture.  The andesitic lithic component of this unit  is deemed fine-grained.  Most lithic  fragments are smaller than 2.5 centimetres in the  largest dimension.







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[kimber20fp45fig6.jpg]







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46





[kimber20fp46fig7.jpg]







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47



[kimber20fp47fig8.jpg]



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48





The next unit in the tuff series is a coarse grained lithic tuff (Tbx).  The designation, coarse grained is derived from the larger size of the andesite lithic fragments present in the unit.  The andesite lithic fragments range in largest dimension from less than 2.5 centimetres to over 2 metres.  At some mapped localities, the amount of andesite lithic component present in the tuff gives the rock the appearance of agglomerate.  The coarse grained lithic tuff has the same phenocryst composition as the fine-grained lower tuff unit and would be termed a latite on this basis.  The degree of welding present is mostly moderate to slight.



Overlying and intruding the Tbx are non-welded fragmental tuffs and associated flow banded dykes (FTU).  The flow banded dykes are seen in outcrop to grade into the fragmental tuffaceous rocks (FTUa).  The fragmental unit is tan to white.  Phenocryst content suggests a latite composition.



Capping the coarse grained lithic tuff is a welded tuff (WLT) that displays distinct eutaxitic textures.  This unit has the same phenocryst composition as the two underlying tuff units.  Minor andesite fragments are present in the unit.



Quartz Feldspar Intrusive, Plagioclase Biotite Intrusive - Pre-mineralization  Pfq, Ppb

Outcrop of pre-mineralization feldspar quartz porphyry (Pfq) intrusive is present west and northwest of the Carmen Deposit.  This lithology occurs as plugs and dikes intruding the tuffaceous lithologies.  Phenocryst content is composed of plagioclase, quartz, sparse sanidine, and minor biotite.  The groundmass is aphanitic.  Based on phenocryst mineralogy, the interpretation is that this intrusive lithology is comagmatic with the tuffaceous rocks.



Plagioclase biotite intrusive (Ppb) crops out northeast of the Carmen deposit.  The phenocryst mineralogy is predominately plagioclase and biotite with sparse quartz phenocrysts.  Outcrop occurrence is as small plugs and dykes.  This intrusive phase is interpreted as comagmatic with the tuffaceous rocks.



The pre-mineralization intrusives are variably altered.  The most notable alteration style is hematization of the groundmass.  Sericite is seen to replace plagioclase phenocrysts on occasion.  In drill holes, these rocks are pervasively altered showing quartz vein stock works, intense argillic alteration, extensive iron oxides and host gold and silver values.



Obsidian  Obs

Obsidian dikes occur in fault and intrusive contact with altered tuffaceous lithologies northwest of the Carmen Deposit. The obsidian dikes are plainly post mineralization as drill holes, which cut the obsidian contain no gold and alteration is lacking.



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 ground truthed via mapping 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 Resources office.







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



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



Alteration & Mineralization



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



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



The following discussion is based on hand sample petrology (Hitchborn and Richards 2001) as well as thin section and polished thin section petrography Quirt and Shewfelt (2005), Northcote (2002), and McLeod, (2003).  The presence of phyllic alteration, capped by argillic alteration and crosscut by multiple silica events, suggests alteration patterns comparable to alteration zoning seen in other low sulfidation, epithermal gold-silver districts.



The earliest alteration event is propylitic alteration mostly confined to the footwalls of the Carmen and Veta Minitas Shear Zones.  Greenish brown chlorite is seen to replace biotite phenocrysts of the various tuffaceous lithologies.  Additionally, the groundmass of the tuffs is greenish brown suggesting chloritic replacement of groundmass constituents.  Propylitic alteration does not host gold and silver mineralization.



Silicification or silica replacement occurs in two contexts of economic significance: Large areas of white to light-grey pervasive silica flooding that forms resistant cliff-like outcrops, and is generally unmineralized, and more structurally localized silicification and quartz veining that is found in the mineralized structures.







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50



Two styles of phyllic alteration are mapped in the  target areas. One is seen in limited outcrop exposure mostly along the footwall structures of the  Carmen and Veta Minitas Shear Zones.   This style of phyllic alteration, which manifests as sericite  replacement of phenocryst plagioclase, may be related to the  lead-zinc mineralization.   Phyllic  alteration also occurs as cross cutting, fracture-controlled coatings of mixed  sericite-illite.  This implies that two  separate phyllic events are present.   Both styles of phyllic alteration host gold and silver mineralization.



Silica-hematite breccias commonly outcrop along gold and silver mineralized structures and are encountered in the drilling.  These breccias typically are greyish, exhibiting multiple pulses of silica as matrix filling, quartz veins and breccia cement. Hematite occurrence is noted as fracture fillings, stains, and disseminated.  Rock chip sampling and drilling establishes that silica hematite breccias host gold and silver mineralization.



Argillic alteration ranges from incipient to pervasive. Incipient argillic alteration is marked by the replacement of plagioclase phenocrysts by clay. Progressing further, argillic alteration replaces the groundmass of the altered lithology and taken to the extreme, results in a rock that has undergone complete textural destruction.



Iron oxides mapped include hematite, goethite and limonite.  Hematite is defined as dark red stain or coating on rock surfaces and pervasive, identified by a red streak on a porcelain plate. Goethite is defined, on a hand sample basis, as brownish to brown red iron oxides.   Limonite is defined as yellow to orange iron oxides.



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.  Gold is not associatedwith massive (i.e. not brecciated) silicification.



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



Deposit Type



Based on the host lithologies and mapped alteration assemblages, the Monterde Property is 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 the deposit is high in the hydrothermal regime.  Compared to other deposits hosted in similar geologic settings, the Carmen deposit should have greater than 500 metres of down dip extent.



Exploration



The Monterde Property, located in the  Sierra Madre region of southwestern Chihuahua    State, Mexico,  is Kimber’s principal asset. It covers 29,000 hectares in claims which stretch  for 37 kilometres along the trend of  mineralization. Access to the  developed part of the property is by  230 km of paved highway from Chihuahua  City followed by 35 km of logging road  from San Rafael,  where access to railroad facilities and electrical power is also available.





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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. in its northern  part, three mineral deposits, the Carmen,  Carotare, and Veta Minitas have been developed to the  point of having gold and silver mineral resources, most of them in the  measured and indicated categories. Details of these  resources are listed in the annual  report, filed on SEDAR   and EDGAR,   and displayed on Kimber’s website.



The principal deposit is the Carmen on which 595 holes have been drilled. Like many other gold-silver deposits in the Sierra Madre, it falls in the category of oxidized, low sulphidation, epithermal mineral deposits. There are two satellite deposits: the Veta Minitas which is 250 metres south-west of Carmen, and the Carotare, two kilometres to the west of Carmen.



Exploration - Summary by Project



Monterde Property

During the time that Kimber has  held the Monterde Property and  particularly in the last five years  considerable work has been carried out on the   Monterde Property and  in particular on the three principal  areas of the Monterde Property  detailed below being Carmen, Veta Minitas and Carotare.  Kimber has  conducted, among   other geologic and engineering  procedures, surface sampling,  mapping, and an exploratory drill program.    The surface sampling and mapping show geologic formations that would  indicate  the presence of gold and silver mineralization.  Kimber’s exploratory drilling program has  provided good results for gold and silver mineralization in potentially large  areas.  Based on these procedures, Kimber  believes that there is sufficient gold and silver  contained at Carmen, Veta  Minitas and Carotare to justify   further exploration.  For further  details on each property please see each of the  summaries below.



Setago Property



Kimber has  at this time carried out very early stage analysis on the  Setago Property and has not carried out in- depth geological  analysis of the property.  Kimber  believes this property warrants further exploratory investigation because parts  of the surface exhibit characteristics which can be indicative of gold-silver  mineralization below ground.  Kimber will be assessing the extent of future geological procedures to be  carried out on the Setago Property  in the near term.



Pericones Property

Kimber  has conducted early stage exploration  work  on   Pericones  during  2008.  These procedures showed indications of silver  mineralization.  Kimber  believes that these results indicate the  potential  to find further evidence  of silver  in the  property area where Kimber holds mineral concessions.  At this stage mapping, sampling and  geological assessments are taking place with a decision on drilling to be made  once all initial assessments are complete.



Exploration - Timetable and Budget by Property



Monterde Property

Most of  the geological staff are working on  developing our geologic assessment of the  three main areas of the Monterde Property,  being Carmen, Veta Minitas and Carotare.   Costs to be spent on Monterde between October 1 and December 31, 2008  are estimated to be under $750,000.   These costs would include salaries and benefits for geologists,  engineers, camp worker and others, camp supplies, camp running costs, survey fees,  consulting fees and other  exploration related costs with no drilling anticipated before 2009.  Exploration  budgets for  this project  in 2009 are contingent on the results of Kimber’s analysis  of the geology of the three main areas of the Monterde Property during the  remainder of 2008.  Once this work is  complete, Kimber  will  review the results of this work along with its existing   geologic data before finalizing expenditure plans for the  three months ended March 31, 2009  and the remainder of 2009.  If the  results are positive, Kimber will seek to perform further exploration work  including drilling, the size and cost of which are contingent on the results of  the exploration work.







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Setago Property

The geologic review of the  Setago Property between October 1, 2008 and December 31, 2008 is expected to  involve costs of under $30,000 including  salaries and benefits for geologists, travel costs, supplies and other exploration related costs with no drilling  anticipated before 2009.  Exploration budgets for this project  in 2009 are contingent on the results of Kimber’s analysis  of the exploration work during the remainder of 2008.  Once this work is complete, Kimber  will   review the results of this work along with its existing   geologic data before finalizing expenditure  plans for the three months ended  March 31, 2009  and the remainder of 2009.  If the  results are positive, Kimber will seek to perform a modest exploratory drill  program, the size of which cannot be determined at this time.



Pericones Property

The geologic  review of Pericones between October 1, 2008 and December 31, 2008 is expected  to involve costs of under $100,000 including salaries and benefits for  geologists, sampling and assay costs, survey fees, travel costs, supplies and other exploration related costs with no drilling  anticipated before 2009.  Exploration budgets for   this project   in 2009 are contingent on  the results of Kimber’s analysis of the exploration work during the remainder  of 2008.  Once this work is complete,  Kimber  will  review the results of this work along with its existing   geologic data before finalizing expenditure plans for the  three months ended March 31, 2009  and the remainder of 2009.  If the  results are positive, Kimber will seek to perform further exploration work  including drilling, the size and cost of which are contingent on the results of  the exploration work.



Monterde  El Carmen



During April 2008 a diamond  drill rig capable of drilling to depths  in excess of 800 metres was mobilized to the  Monterde property. A total of 18 holes were completed between April and July  2008 including two holes for grade comparison with previous reverse circulation  drill holes. A total of 8,023 metres of core was drilled at Carmen between  April and July 2008. The principal objective of the  drilling was to test for the down  dip continuity of mineralization at Carmen.

The results of a number of the  holes drilled in the 2008 program at  Carmen showed that high-grade gold-silver mineralization was intercepted on  certain sections at considerably greater depths than previously drilled. Full  details of all significant drill results can be seen in the  press releases issued between June and September 2008.

Aside from  drilling during 2008, the principal  focus on the Carmen deposit has been  to compile all geologic data (from drill holes, mapping and sampling) so that  greater detail can be applied to resource estimates (for both open pit and  underground mining) and to the  distribution of high and low recovery zones for silver within the deposit. This definitive geologic compilation  and the accompanying interpretation  are pre-requisites for the next  resource estimates and for all economic studies to follow.

The analysis of the  complete drill data, combined with modeling of the  geology of the deposit at Carmen,  will continue over the remainder of  2008, with a drill plan to be finalized by early 2009.



Monterde - Veta Minitas

Veta Minitas is located approximately 250 metres  south-west of the Kimber's Carmen  gold-silver deposit on the Monterde  property. The Veta Minitas area is underlain by felsic volcanic tuffs, breccias  and intrusive rocks, with minor andesite flows; the  same package of rocks hosting the  Carmen deposit. The Veta Minitas mineralization occurs in shear zones within the felsic volcanic package, and is characterized by  strong oxidation and silicification. The mineralization occurs in two main  zones, known as Central and East.









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To date 13,389 metres and 61 holes have been drilled  on Veta Minitas. The two holes drilled   at Veta Minitas by diamond drills in July 2008, for a total of 936  metres, were designed to drill test the  Central mineralized zone at depth and then  to continue down to the East zone,  which has been tested in three previous holes. The East zone is a gold-enriched  system (relative to the Central  zone) that does not extend to surface. The results of the  2008 drilling, on top of those from 2006, suggest good vertical continuity of the two systems, with increasing gold to silver  ratios to depth. A follow-up drill program in early 2009 is being planned to  test the lateral continuity of the two systems at Veta Minitas.

Amodel of the  geology and mineralization at Veta Minitas is being prepared at present with a  view to completion in late 2008.

Monterde - Carotare



85 holes using RC and diamond core drills, totalling   18,209 metres, have been drilled on Carotare to date.  The Carotare deposit occurs approximately 800  metres statigraphically below El Carmen   and is hosted in the tuff  breccia (TxTl) which hosts a significant portion of the  El Carmen deposit. Mineralization is characterized by high grade gold  associated with base metal sulphide mineralization. A significant zone of high  grade mineralization has been discovered on the  central part of the grid and future  drilling is likely warranted to extend this mineralization. A model of the geology and mineralization at Carotare is being  advanced with an assessment to be made by early 2009 regarding further exploration work.



Monterde - Arimo



The Arimo target lies approximately 3 kilometres southwest of Carmen and occurs on a northwest trending fault. The Arimo and Cerrro la Mina areas show weak gold and silver mineralization as well as elevated levels of mercury typical of epithermal gold and silver deposits. The fault occurs at the contact between underlying andesitic tuff and overlying felsic tuffs and breccias. The fault is filled with brecciated and silica cemented material with fine-grained sulphides locally. Moderate propyllitic alteration is associated with the footwall andesites. A drilling program consisting of 1615 metres in 9 core holes was completed in April 2008 with no significant results. No further work is planned for the Arimo area.



Monterde - Cerro la Mina



The Cerro la Mina target lies approximately 2 kilometres west southwest of Carmen and approximately 1.5 kilometres north of Arimo. The area is characterized by large outcrops of silica-rich breccia with elevated levels of mercury. It is interpreted that the Cerro la Mina structure is a related, parallel structure to that at Arimo and formed under similar tectonic stresses and at or near the same time as Arimo. A program of 1005 metres of core in 3 holes was completed in May 2008 with no significant results. No further work is planned on the Cerro la Mina area.



Drilling



A total of 128,063 metres of reverse circulation  drilling in 616 drill holes and 42,253   metres of core drilling has been completed from 1998 through to July of 2008 on  the Monterde property.  See table below.



SUMMARY OF DRILLING ON THE MONTERDE PROPERTY

(To July 30, 2008)

|                    |             |               |             |    
|------------------- | ----------- | ------------- | ----------- | ---
|Location            | RC DRILLING | CORE DRILLING
|Metres              | Drill Holes | Metres        | Drill Holes
|Carmen              | 99,035      | 467           | 31,452      | 121
|Carmen geotechnical |             |               | 1,472       | 7  
|Carotare            | 14,441      | 68            | 3,768       | 17 
|Las Minitas         | 10,702      | 53            | 2,687       | 8  
|De Nada             | 420         | 2             |             |    
|Arimo               |             |               | 1,615       | 9  
|Cerro la Mina       |             |               | 1,006       | 3  
|El Orito            | 2,533       | 16            | 253         | 1  
|Piezometer wells    | 932         | 10            |             |    
|TOTAL               | 128,063     | 616           | **42,253**  | 166

The location of the drill holes on the Carmen Deposit is illustrated on Figure 8.







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Company personnel surveyed the drill collars with differential Global Positioning System (GPS). 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. In some cases, holes collapsed before the deviation survey could be done.  In the 2008 drilling program, the drill contractor used a REFLEX instrument to survey the holes.



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



A series of duplicates, blanks and reference samples served for quality control up to 2008.  The collection of sample duplicates was suspended for the 2008 program.



All field  operations were under the direction  of A.D. Hitchborn, B.Sc., and Vice-President, Development of Kimber 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.,  President and CEO of Kimber. Since November 25, 2007 field operations have been  under the direction of P. H. Marius  Maré, M.Sc., P.Geo., Vice President,  Exploration.  Currently the senior geologist who will conduct the exploration programs are:



P.H. Marius Maré, a registered Professional Geologist with over twenty years of mineral exploration experience  -  He is a graduate of the University of Manitoba and has worked in senior positions for major mining companies including Noranda Mines Ltd., Phelps Dodge International Corp. and Placer Dome, Inc.   He is directly responsible for all mineral exploration for Kimber and is assisted by senior geologists Pedro Cruz and Ricardo Contreras.



Pedro Cruz , the Chief Geologist for Kimber - He has over twenty years of exploration experience with Canadian, American and Mexican mining companies, including Hecla Mining and FMC Gold. He is a graduate of the University of Sonora.



Ricardo Contreras, a senior geologist with Kimber - Mr. Contreras is a graduate of the University of Sonora with over twenty years of mineral exploration experience. Mr. Contreras has worked for Industrias Penoles S.A. de C.V. as well as Teck-Cominco Limited among other mining companies.



P. H. Marius Maré, M.Sc., P.Geo., Vice President of Exploration is responsible for Quality Control and is the designated Qualified Person.



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









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Metallurgy



Historic

Historically the Monterde mine recovery, from cyanide vat leaching, ranged from 85 to 90% gold and 65 to 70% silver, back-calculated from historic records.



Kimber commenced significant recovery testing in 2002 with cyanide assays on retained RC pulps. A program of gravity, flotation and cyanide leach tests done in 2003 on RC rejects seemed to indicate that generally the metallurgy would not be a significant issue. Subsequent column tests done on trench and core samples in 2004 gave drastically different results and indicated that geological issues would be a complicating factor, especially for silver.





As a generalization, gold recovery is good to very good, while silver recoveries range from very poor to very good, with considerable scatter.  From 2005 to the present, efforts have centred on characterization studies.



Column Tests

In 2004, column tests on 3/8 and 3⁄4 material were done on samples from two trenches and four large diameter core holes.  The gold recoveries were excellent but the silver recoveries (averaging 12%) were poor.    A series of bulk samples were shipped to Vancouver during 2006 for a further series of column tests.  Preliminary roll bottle tests on the material indicated that cyanidation of such coarse material (3/8 and 3/4 inch crush) would not provide economically acceptable results for silver recoveries, so the column test work was cancelled.



Characterization Tests

The characterization studies are 72 hour roll bottle cyanide leach tests with a 5g/l cyanide strength done after a standard grind with constant conditions of charge weight, pulp density and grind time giving an average K80 of 110microns.    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.



257 characterization tests on drill core were completed to January of 2007.  A summary of the  results are tabled below:



Gold & Silver Metallurgical Recoveries

Characterization Bottle Roll Tests on Drill Core Crusher Rejects

|                          |                          |                  |                     
|------------------------- | ------------------------ | ---------------- | --------------------
|Gold Minimum Recovery %   | Gold Maximum Recovery %  | Gold Average  %  | Standard Deviation %
|22.8                      | 99.4                     | 90               | 11                  
|                          |                          |                  |                     
|Silver Minimum Recovery % | Silver Maximum Recover % | Silver Average % | Standard Deviation %
|8.6                       | 97.3                     | 42.4             | 59                  



The much larger standard deviation in the silver recoveries reflects the very large scatter in the results.  When analysis of these results is complete in their geologic context Kimbers objective is to complete a silver recovery model.



Gold Equivalence of Silver

The gold equivalence of silver is useful for comparing assay intercepts on a particular property.  It is calculated by taking into account the projected gold and silver prices as well as other factors.  In a full analysis it would include all costs related to the production of each metal, including refining charges, freight and security etc.  At the present time Kimber is of the opinion that an average estimate of 75:1 (silver: gold) is appropriate until further analysis is completed.







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Trenching



Approximately 465 metres of trench were cut in six trenches of the exploration targets, Las Minitas and El Orito areas of the concessions in 2002.  In 2003 a further 1,545 metres in 17 trenches were cut in the Las Minitas area and two new alteration zones, the Veta Minitas and De Nada zones, which were located in 2003 (See Figure 4).  The trenches were mapped and sampled by Kimber 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.



Other Properties



Setago Properties

The 100% owned Setago Property, which consists of 3 concessions totalling 10,068 hectares, lies approximately 24 kilometres to the west of Monterde. The Setago Property covers well-altered tertiary volcanics of the Upper Volcanic Series (similar to Monterde). Alteration types include argillic, alunitic, pyrophyllitic and silicification, together with siliceous breccias, quartz vein stockworks and extensive iron oxide. Kimbers geological team in Mexico completed a limited mapping and sampling program on the Setago Property in July 2003 resulting in the identification of anomalous gold values.  Follow-up reconnaissance work, consisting of mapping and sampling carried out during the first half of 2007, identified areas of potential epithermal gold-silver and possible polymetallic deposits.  Several prominent colour anomalies have been noted. Colour anomalies of the types noted at Setago are often associated with epithermal gold and silver deposits in Mexico.



A program of geologic mapping, sampling and prospecting is expected to be initiated over the next six to nine months.



The Setago Property consists of the following concessions:

|                    |              |                  |                          
|------------------- | ------------ | ---------------- | -------------------------
|Concession
Name     | Title
Number | Area in
Hectares | Expiry Date
(mo/day/year)
|Setago              | 220684       | 3,000.0000       | 09/29/2053               
|Ampliacion Setago   | 231198       | 2,952.9538       | 01/25/2058               
|Ampliacion Setago 2 | 231199       | 4,115.7225       | 01/25/2058               
|                    | Total Area   | 10,068.6763      |                          



Pericones Property

Pericones is located approximately 100 kilometres southwest of Mexico Cityin a belt that is well known for silver veins, some of which have been mined. Previous work by Kimber returned significant silver grades and work in 2008 has returned very encouraging results. The 100% owned Pericones Property was originally 6,300 hectares in size. An additional concession was granted to Kimber in 2007 and the Pericones Property now comprises 11,890 hectares. The Pericones Property was acquired through staking and covers areas of sedimentary and volcanic rock.  Kimbers acquisition of Pericones was first announced in October 2006. Although staked earlier, Kimber waited to announce it until title could be fully secured.

There are four principal areas of alteration, mineralization and old workings identified so far, Plaza de Gallos, Aguacate, Tejamanil and El Cirian (Figure 10 below). Plaza de Gallos consists of a 3 X 3 metres wide adit at least 100 metres in length. The mineralized structure averages 2 metres in width and consists of brecciated silica cemented by later silica, carbonates and clay minerals. Sulphides within the vein range up to 2% of the siliceous material and are dominated by fine-grained pyrite with traces of sphalerite and chalcopyrite. Wall rocks are variably altered with the most common alteration products being pervasive chlorite and calcite. The Aguacate target comprises a 1.6 kilometre long shear zone with numerous mineralized bodies at low angles to the regional shear, several of which have had a significant amount of material mined. The Tejamanil area is characterized by two subparallel shear zones hosted in altered volcanic rocks. The El Cirian area is characterized by a wide, sulphidic shear zone hosted in sedimentary rocks.



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A program of rock sampling, prospecting and alteration mapping was initiated in March 2008. The initial focus of this work will be the Plaza de Gallos mine and surrounding area. Concomitant to this work will be mapping of the main shear zone at Aguacate as well as sampling of associated mineralized zones at Cirian and Tejamanil.



Subject to completion of the initial geological assessment and receipt of all analyses of Pericones and receipt of all necessary permits and approvals a drill program at Pericones is being contemplated for early 2009.



The Pericones Property consists of the following concessions:



|                    |              |                  |                          
|------------------- | ------------ | ---------------- | -------------------------
|Concession
Name     | Title
Number | Area in
Hectares | Expiry Date
(mo/day/year)
|La Guera            | 227817       | 6,321.3792       | 08/09/2056               
|Ampliacion La Guera | 230024       | 5,568.9466       | 07/09/2057               
|                    | Total Area:  | 11,890.3258      |                          



Other **Significant  Acquisitions and Dispositions**

Kimber did  not make any significant acquisitions or disposition during the financial year  ended June 30, 2008.









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[kimber20fp58fig10.jpg]







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59



ITEM 4A. UNRESOLVED STAFF COMMENTS



On June  4, 2008, Kimber filed a Form F-3.  The  SEC has provided comments and Kimber is in the  process of providing a response to the  SEC.  Kimber does not believe any   of these unresolved comments is   material.



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



The following discussion of the financial condition, changes in financial condition and results of operations of Kimber for each of the years in the three-year period ended June 30, 2008 should be read in conjunction with the financial statements of Kimber included in Item 17 - Financial Statements.  Kimbers financial statements are presented in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  See Item 3A  Selected Financial Data for exchange rate information.



This section contains forward-looking statements involving risks and uncertainties. Kimbers 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 - Risk Factors.



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



Kimber has not recorded revenue or cash flow from mining operations, and has experienced losses from operations for each of the last five years.  Kimber is an exploration stage company and none of its properties have any known mineral reserves and the development of exploration properties, including Kimbers Monterde Property or inclusive Carmen Deposit, and is subject to significant uncertainty and risk.  Kimber anticipates that it will not record any significant revenue or cash flow from operations and that it will incur significant losses until the Monterde Property is fully developed and successfully put into production.  Kimber intends to continue to rely upon the issuance of securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to Kimber.



The information contained herein should be read in conjunction with the consolidated financial statements of Kimber.



Factors Affecting Kimbers Business



Management periodically reviews results of operations both internally and externally through 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



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues earned and expenses incurred during the reporting period.  Actual results could differ from those estimates.







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60



Kimbers financial statements are presented on a going concern basis, which assumes that Kimber will continue to realize its assets and discharge its liabilities in the normal course of operations. If future financing is unavailable, Kimber may not be able to meet its ongoing obligations, in which case the realizable value of its assets may decline materially from current estimates.



Property acquisition costs and related direct exploration costs are deferred until the properties are placed into production, sold or abandoned.  These mineral property costs will be amortized on the unit-of-production basis over the estimated useful life of the properties, or written-off if the properties are abandoned.  Cost includes any cash consideration paid and the fair market value of Shares issued, if any, on the acquisition of property interests.



Properties acquired under option agreements, whereby payments are made at the sole discretion of Kimber, are recorded in the accounts when the payments are made.  The recorded amounts of property claim acquisition costs and their related deferred exploration costs represent actual expenditures incurred and are not intended to reflect present or future values.  Kimber reviews capitalized costs on its property interests on a periodic, or annual, basis and will recognize an impairment in value based upon current exploration results and upon managements assessment of the future probability of profitable revenues from the property or from the sale of the property.  As the carrying value and amortization of Kimbers mineral property assets is, in part, related to managements assessment of the property, such estimations are significant to Kimbers financial position and results of operations.



Effective July 1, 2003 Kimber has adopted the new accounting standard of the Canadian Institute of Chartered Accountants (CICA) for accounting for stock-based compensation.  Kimber has adopted the fair value method of accounting for all stock options granted.  Under this method, stock-based compensation on options granted to employees, directors and consultants is recorded as an expense in the period the options are vested, based on the estimated fair value at the measurement date using the Black-Scholes Option Pricing Model.

A. Operating Results



Kimber has financed its operations principally through the sale of its equity securities.Kimber does not have any sales or revenue from its mineral properties. Kimber receives nominal interest income earned from funds held on deposit and from short-term marketable securities. Interest income earned is dependent on the amount of funds available for deposit and changes in the interest rates.  Unless Kimber is able to obtain additional funds through the sale of its equity securities, the amount of interest income earned is expected to decrease as Kimber continues exploring its mineral properties.



Year Ended June 30, 2008 Compared to Year Ended June 30, 2007



Kimbers net loss for the fiscal year ended June 30, 2008 was $2,937,925 or $0.06 per Common Share compared with $3,813,938 or $0.08 per share loss for the same period ended June 30, 2007. Kimbers net loss for the year decreased by $876,013 compared to the previous year, due mainly to the reduction in salary and benefit expenses (see below).

In accordance with accounting standards issued by the  Canadian Institute of Chartered Accountants, Kimber recorded a stock based compensation  expense of $728,939 ($527,957 in  2007) on 1,365,000 stock options vested and accruing during the year.  This is a non-cash expense and does not affect Kimber’s   operations. Without this non-cash expense, Kimber would have recorded a loss of  $2,208,986 or $0.04 loss per share during the  year.







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61



During the fiscal year ended June 30, 2008 Kimber  incurred expenditures of $5,158,631  on its mineral properties; $62,990 for property acquisition payments and  exploration expenditures of $5,095,641.  Drilling costs of $1,506,892 were  the highest cost activity, representing 29% of expenditures, a  decrease from 2007 ($3,272,194 or  31%  in  2007) as a result of reduced  drilling activity in the first and  second quarters of the current year.  Assay testing was $137,017 for the year  ending June 30, 2008 ($1,353,120  in fiscal year ended June 30, 2007).  Assay costs were incurred primarily during the  last quarter of the current year  during the active drill program at  Monterde. Geological and  geophysical expenditures were $1,314,680 or 25% of exploration  expenditures in 2008 compared to  $1,148,043 or 11% in 2007. Other significant cost  categories in the fiscal year ending  June   30, 2008 were engineering at  $245,511 and field supplies at  $255,805.



Salary and benefit expenses decreased during the  year ended June 30, 2008 to $1,088,480 from $1,840,643 in the  year ended June 30, 2007. The  decrease is due to the settlement  agreements with former officers incurred in 2007,  a lower number of administrative  personnel and a reduction in fees paid to directors.



Legal, consulting and audit costs decreased to $532,207  for the year ended June 30, 2008  from $952,743 in the previous year.  2007 fees included legal fees for due diligence activities and fees for the now resolved proxy contest.



Investor relations and shareholder communications expenses of $69,894 (2007  $211,187) were reduced as there was reduced investor related travel and conference attendance.



Office and miscellaneous expenses increased during the year to $278,050 from $252,637 in 2007. The increase is mainly attributable to increased insurance costs and general office costs.



Rent expense for the head office increased to $188,003 in the year ended June 30, 2008 from $161,508 in the comparable period ended 2007 as the result of an increase in rent during the current year.



Kimber recorded a loss from foreign exchange of $8,516 during the year ended June 30, 2008 as compared to a loss of $10,701 in the period ended 2007. 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, 2007 Compared to Year Ended June 30, 2006



Kimbers net loss for the fiscal year ended June 30, 2007 was $3,813,938 or $0.08 per Common Share compared with $2,363,420 or $0.06 per share loss for the same period ended June 30, 2006. Kimbers increase in net loss for the year was $1,450,518.



In accordance with stock-based compensation policy required by the Canadian Institute of Chartered Accountants, Kimber recorded an expense of $527,957 ($760,324 in 2006) on 1,125,000 stock options granted in the year and prior year options which vested during the year. This is a non-cash expense and does not affect Kimbers operations. Without this non-cash expense, Kimber would have recorded a loss of $3,285,981 or $0.07 loss per share during the year.



During the fiscal year ended  June 30, 2007 Kimber spent $10,427,145 on its mineral properties; $507,585 for  property acquisition payments and had mineral property expenditures of  $9,919,560. Drilling costs of $3,285,491 were the highest cost activity, representing 31%   of expenditures, a decrease from 2006 as a result of reduced drilling activity  in the third and fourth quarters of the year ($4,600,027 or 45% in 2006). Assay testing  was the second highest cost category  in fiscal year ending June 30, 2007 at $1,355,513 or 13% of property  expenditures ($827,288 or 8% in fiscal year ended June 30, 2006). Geological  and geophysical expenditures were $1,165,931 or 11% of property expenditures in  2007 compared to $1,300,005 or 13% in 2006.   The decrease in geological costs represents decreases in personnel  required due to reduced drilling activity.   Other significant cost  categories were road and drill site maintenance at $831,336, engineering at  $543,942 and field supplies at $623,439 in fiscal year ending June 30,  2007.  The results of these expenditures are explained in the “Mineral Properties” section below.







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62



Salary and benefits expenses rose during the year ended June 30, 2007 to $1,840,643 from $726,239 in the year ended June 30, 2006 due to Settlement Agreements with the CEO and the Vice President and Secretary (detailed more fully under Contractual Obligations herein), salary and fee increases, increased director activity and administrative demands that have grown due to increased regulatory compliance requirements.



Legal, consulting and audit costs increased significantly to $952,743 for the year ended June 30, 2007 from $150,424 in the previous year due to the impact of the now resolved proxy battle, recruitment fees, legal fees for acquisition due diligence, Sarbanes Oxley consulting fees as well as other fees in this category.



Investor relations and shareholder communications expenses of $211,187 (2006  $309,669) were reduced as there was reduced investor related travel and conference attendance.



Office and miscellaneous expenses increased during the year by $66,023 to $252,637 in 2007. The increase is mainly attributable to increased insurance costs and general office costs.



Rent expense for the head office increased to $161,508 in the year ended June 30, 2007 from $72,775 in the comparable period ended 2006 as the result of an increase in rent and additional office space occupied.



Kimber recorded a loss from foreign exchange of $10,701 during the year ended June 30, 2007 as opposed to a loss of $22,636 in the period ended 2006. 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



Kimber is presently exploring its properties for sufficient mineral reserves to justify production.  None of Kimbers properties are in production at this time and consequently do not produce revenue.  As a result, Kimbers ability to conduct operations, including the acquisition and exploration of mineral properties, is based on its ability to raise funds, primarily from equity sources.



Kimber believes that has sufficient capital and liquidity to finance operations until June 30, 2009.  However Kimbers ability to continue operations and the recovery of amounts recorded for mineral properties are dependent on the discovery of economically recoverable reserves on its mineral properties, the ability of Kimber to obtain additional financing to complete its exploration and upon future profitable production or on sufficient proceeds from disposition of such properties if they are sold or joint ventured.



Kimber will have to obtain financing in the future primarily through equity financing, and/or debt financing.  There can be no assurance that Kimber will succeed in obtaining additional financing, now or in the future.  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, abandoned or the outstanding agreements renegotiated.



At June  30, 2008, Kimber had working capital of $4,142,653 as compared to $5,371,675 at  June 30, 2007. Kimber has no long-term indebtedness or long-term obligations.  The change in working capital is primarily the  result of decreased available cash of $­­­­3,962,742 compared to $6,200,602 at  June 30, 2007. This cash decrease is due to the  ongoing net expenditure. In the  fiscal year ended June 30, 2008 Kimber received $6,000,000 from a non-brokered  private placement and $213,550 from the  exercise of 463,000 stock options.







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63



Current liabilities decreased to $815,757 as at June 30, 2008 from $1,315,654 on June 30, 2007. This was primarily due to the payments of amounts due to former officers in respect of settlement areements dated April 26, 2007.



Up to June 30, 2008 Kimber had made expenditures totalling $37,345,160 on its mineral properties (Monterde - $37,068,742; Setago - $83,661 Pericones - $192,757). These costs include property and mineral rights, capitalized exploration costs, equipment expenditures and on-going property management expenses.



Capital resources of Kimber  consist primarily of cash and liquid short-term investments. As at August 31, 2008,  Kimber had cash and banker’s acceptance notes totaling $2,620,234 (not including  funds received in respect of the private placement– see below),  $732,000  in receivables and an estimated $930,000 in accounts payable and accrued  liabilities.



On September 18, 2008 Kimber had accepted all subscription agreements and received all funds for a non-brokered private placement of 4,000,000 units at $1.25 per unit to raise $5.0 million. Each unit consisted of one common share plus one half of one non transferable common share purchase warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $1.80 per warrant share for a period of 24 months from the date on which the units are issued. At September 18, 2008 closing of this financing was pending final approval of the listing of the additional shares by the American Stock Exchange, conditional approval having been received from the Toronto Stock Exchange.



At present, management believes that it has sufficient financial resources to complete planned expenditures to the end of June 30, 2009.



Kimber generates cash flow from selling its Common Shares either through financings or the exercise of existing stock options.  If existing stock options are not exercised because Kimbers share price falls due to market conditions or otherwise, Kimbers cash flow will be adversely affected and Kimber will need to raise additional financing.



Share capital increased cash inflows by an aggregate of $6,112,316 through the issuance of 8,463,000 Common Shares during the fiscal year ended June 30, 2008 as follows:



| |                                             | Number of Shares | Share Capital $ |   | 
| | ------------------------------------------- | ---------------- | --------------- | - | 
| | Balance, June 30, 2007                      | 49,423,690       | 46,762,332      |   | 
| |                                             |                 
| | Private placements                          | 8,000,000        | 6,000,000       |   | 
| | Less share issue costs                      | -                | (101,234        | ) | 
| | Exercise of warrants                        | -                | -               |   | 
| | Exercise of options                         | 463,000          | 213,550         |   | 
| |                                             | 57,886,620       | 52,874,648      |   | 
| | 1Reallocation from contributed              | -                | 10,212          |   | 
| | surplus on exercise of options              |                  |                 |   | 
| | Balance, June 30, 2008                      | 57,886,620       | 52,884,860      |   | 
| | 1Non-cash transfer from Contributed Surplus |                  |                 |  



Kimber had no long-term debt as of June 30, 2008 or at the time of filing this Annual Report and no significant expenditure commitments unrelated to exploration activities.  Kimbers current working capital position provides sufficient liquidity for its short-term requirements.



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







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64



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

Kimbers main activity is the exploration of its mineral properties (see Item 4D - Property, Plants, and Equipment) and it does not engage in conventional research and development.  It has 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 has also increased.  The economic assessment and viability of each mining project must be assessed on its own merits.



During 2008 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



Kimber has no off-balance sheet arrangements.





F. Tabular Disclosure of Contractual Obligations



In the table below, sets forth the enforceable and legally binding obligations as of June 30 2008:





|                                   |          |                  |           |           |             
|---------------------------------- | -------- | ---------------- | --------- | --------- | ------------
|Contractual Obligations            | Total    | Less than 1 Year | 1-3 Years | 3-5 Years | Over 5 Years
|Rental Operating Lease Obligations | $226,535 | $85,163          | $141,372  | $-        | $-          



In addition, under the lease Kimber has the obligation to pay its proportionate share of operating costs and taxes for the building.





G. Safe Harbour

This Annual Report contains forward-looking statements concerning Kimbers plans for its properties and other matters. 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.



Any statements that express or involve discussions with respect to predictions, expectations, 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 or would be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.







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65



Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties provided under headings ITEM 3D - Risk Factors, ITEM 4B - Business Overview, ITEM 4D  Property, Plants and Equipment and ITEM 5 - Operating and Financial Review and Prospects.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  Kimber does not intend to update these forward-looking statements.  Investors are cautioned against attributing undue certainty to forward-looking statements.



Statements concerning 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 the property is developed, and in the case of reserves, such statements reflect the conclusion, based on reasonable assumptions, that the mineral deposit may be economically exploitable.





ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A. Directors and Senior Management



The members of the board of directors and senior officers of Kimber including a brief biography of each as at September 25, 2008 are as follows:





|                                                                                                                                                                                                                                                                                         |     |                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------
|Name and Position in Kimber                                                                                                                                                                                                                                                              | Age | Other Principal Directorships                                                                              
|Leanne M. Baker (3)(5)(6)
      Director
      
      Dr. Baker is, a member and Chair of the Corporate Governance Committee, a member of the Technical Committee and a member of Environmental and Safety Committee.                                                                    | 56  | Director, US Gold Corporation
      Director Agnico-Eagle Mines Ltd
      Director Reunion Gold Corporation
|R. Dennis Bergen (2)(4)(5)(6)
      Director
      
      Mr. Bergen is an independent director of Kimber, is a member and Chairman of the Technical Committee, a member of the Audit Committee and a member of Nominating Committee and a member of Environmental and Safety Committee. | 56  | None                                                                                                       
|Gordon Cummings(6)
      
      President , Chief Executive Officer and 
        Director                                                                                                                                                                                                | 40  | None                                                                                                       
|Lyn B. Davies
      Chief Financial Officer                                                                                                                                                                                                                                              | 56  | None                                                                                                       







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66





|
|
|
|
|
|
|
|



|                                               
|-----------------------------------------------
|Notes:                                         
|(1)Member of Compensation Committee            
|(2)Member of Audit Committee                   
|(3)Member of Corporate Governance Committee    
|(4)Member of Nominating Committee              
|(5)Member of Technical Committee               
|(6)Member of Environmental and Safety Committee







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67



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 a registered representative with Puplava Securities, Inc., a broker-dealer with offices in the United States.  Dr. Baker has been consulting 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.



Frederick T. Graybeal, Director

Dr. Graybeal is a geologist with 45 years of international experience in exploration and mining, with emphasis on exploration and mining geology, primarily for base and precious metals. 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 continued as a  director of Maximus until September 2008.  He currently consults on mineral exploration projects.



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 Scott Wilson RPA Inc., an international engineering  consultancy firm.  Mr. Bergen’s  experience includes open pit and underground gold and base metal mines and his  responsibilities have ranged from mine technician to mine engineering and  supervisory positions, including mine manager and Vice President, Operations.



Gordon Cummings, President, Chief Executive Officer and Director

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



Lyn Davies, Chief Financial Officer

Mr. Davies  is a Chartered Accountant with  over 25 years of finance experience, including  senior finance roles with Canadian public listed companies, and public  accounting experience with KPMG LLP  and Grant Thornton LLP.  Mr. Davies has served as Chief Financial Officer   of Kimber since November 2007.  From  September 2003 to March 2004 he was Controller for GPS Industries Inc. and  from March 2004 to April 2005 he was  Controller for Response Biomedical Corp. Between June 2005 and November 2007 Mr.  Davies was a finance and accounting consultant.



Petrus H. Marius Maré, Vice-President, Exploration

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







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68



Peter B. Nixon, Chairman andDirector

Mr. Nixon retired from Dundee Securities Corp. in 2000 and during the past 5 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. He later joined Dundee Securities, with the mandate to expand the companys activities in the United States.



James J. Puplava, Director

For the past 28 years Mr. Puplava, CFP, has been the President of Puplava Financial Securities Inc. an investment advisory and money management firm in San Diego California, founded in 1985. Mr. Puplava is also President of Puplava Securities Inc. a Broker-Dealer and Member of NASD/SIPC.



Stephen P. Quin, Director

Mr. Quin is a professional geologist with 26 years of international experience in exploration and corporate development and has been President and CEO of Sherwood Copper Corporation since September, 2005.  From 1987 to August 2005 Mr. Quin was Executive Vice President of Miramar Mining Corporation.



Donald W. Young, Director

Mr. Young  is a Chartered Accountant and was with the  accounting firm of KPMG LLP from Sept 1976 until his retirement as a Partner in  September 2005.  From February 2007 to the present time Mr. Young has provided management  advisory services on effective business planning and financial matters as the principal of Clifftop Advisory Services Co., Prior  to joining KPMG LLP Mr. Young worked for Placer Development Ltd. (now Barrick  Gold Corporation).

Cease Trade Orders or Bankruptcies



None of the directors, officers or promoters are, or have been within the past five years from June 30, 2008, directors, officers or promoters of other reporting companies which, during the period such position was held, were struck from the registry of the British Columbia Registrar of Companies or whose securities were the subject of a cease trading order or suspension order or order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days.



None of the directors, officer or promoters are, or have been within the past five years from June 30, 2008, directors, officers or promoters of other issuers which were declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that issuer.  None of the directors, officers or promoters during the past five years were declared bankrupt or made a voluntary assignment in bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.



B. Compensation



The following table sets forth all compensation paid by Kimber to its directors and members of its administrative, supervisory or management bodies during its fiscal year ended June 30, 2008.







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|                                                                     |                     |                                      |                                                   |                                               |                        |     |         
|-------------------------------------------------------------------- | ------------------- | ------------------------------------ | ------------------------------------------------- | --------------------------------------------- | ---------------------- | --- | --------
|Name and Principal Position                                          | Annual Compensation | Long Term Compensation               | All Other Compen-
        sation
      ($)       
|Awards                                                               | Payouts            
|Salary ($)                                                           | Bonus
      ($)     | Other Annual Compen-sation
      ($) | Securities Under Options/SARs Granted
        (#) | Restricted Shares/Units Awarded
          ($) | LTIP Payouts
      ($)
|Leanne  M. Baker
      Director                                      | Nil                 | Nil                                  | $27,000                                           | 50,000                                        | Nil                    | Nil | Nil     
|R. Dennis Bergen
      Director                                      | Nil                 | Nil                                  | $31,000                                           | 50,000                                        | Nil                    | Nil | Nil     
|Gordon Cummings
      President, Chief Executive Officer & Director1 | $191,665            | $53,250                              | $4,200                                            | 500,000                                       | Nil                    | Nil | Nil     
|Lyn B. Davies
      Chief Financial 
        Officer2                | $75,284             | Nil                                  | $1,400                                            | 125,000                                       | Nil                    | Nil | Nil     
|Frederick T. Graybeal
      Director                                 | Nil                 | Nil                                  | $4,167                                            | 50,000                                        | Nil                    | Nil | Nil     
|Michael E. Hoole
      Former Vice-President, & Secretary3           | $279,208            | Nil                                  | $10,023                                           | 50,000                                        | Nil                    | Nil | $203,147
|Robert V. Longe
      Former President, CEO & Director4              | $54,604             | Nil                                  | $18,062                                           | Nil                                           | Nil                    | Nil | $339,657
|Petrus H. Marius Maré
      VicePresident, Exploration5              | $106,989            | Nil                                  | Nil                                               | 275,000                                       | Nil                    | Nil | Nil     
|Peter B. Nixon
      Director                                        | Nil                 | Nil                                  | $34,333                                           | 50,000                                        | Nil                    | Nil | Nil     
|James J. Puplava,
      Director                                     | Nil                 | Nil                                  | $24,000                                           | 30,000                                        | Nil                    | Nil | Nil     
|Stephen P. Quin
      Director                                       | Nil                 | Nil                                  | $33,000                                           | 50,000                                        | Nil                    | Nil | Nil     







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|J. Byron Richards
      Former Vice-President, Engineering6  | Nil      | Nil | Nil    | Nil    | Nil | Nil | Nil
|------------------------------------------------------------ | -------- | --- | ------ | ------ | --- | --- | ---
|Abraham Urias,
      Secretary of Kimber Resources de Mexico | $100,056 | Nil | Nil    | 30,000 | Nil | Nil | Nil
|Donald W. Young
      Director                               | Nil      | Nil | $8,333 | 50,000 | Nil | Nil | Nil



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Mr. Cummings was appointed President & Chief Executive Officer effective November 1, 2007.  Prior to that he was Chief Financial Officer of Kimber.                                                                                                                                                                                                                                                                                                                                                     
|2 | Mr. Davies was appointed Chief Financial Officer on November 12, 2007.  Prior to that he provided financial services to Kimber on contract.                                                                                                                                                                                                                                                                                                                                                             
|3 | Mr. Hoole was paid $170,000 as salary through February  28, 2008 plus an additional  $109,208  salary continuance pursuant to a  Settlement Agreement dated April 26, 2007. In addition, upon  termination of his employment Mr. Hoole was paid $10,023 for unused earned  vacation and $203,147 pursuant to the Settlement Agreement  dated April 26, 2007.  Subsequent to the  termination of Mr. Hoole’s employment he was paid $51,812 for  consulting services from March 1, 2008 to June 30, 2008.
|4 | Mr. Longe was paid $54,604 as salary through October 31, 2007, $18,062 for unused earned vacation and $339,657 pursuant to a Settlement Agreement dated April 26, 2007.                                                                                                                                                                                                                                                                                                                                 
|5 | Mr. Maré was appointed Vice President,   Exploration on November 18, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                              
|6 | JB Engineering Ltd. was paid $99,827 for the services of Mr. Richards as Vice President, Engineering until January 31, 2008, and $78,675 for the consulting services of Mr. Richards from February 1, 2008 to June 30, 2008.                                                                                                                                                                                                                                                                            



Kimber does 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.



Kimber has a Change of Control Agreement with Gordon Cummings, its President and Chief Executive Officer, dated April 26, 2007, and amended by agreement dated September 25, 2007.  That agreement provides for payment to this officer 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 this officer without cause within 12 months following a change in control of Kimber.



In addition Kimber has an employment contract with Petrus H. Marius Maré, Vice President, Exploration

which provides, among other things, that Kimber will pay to Mr. Maré:

1.

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

2.

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



Also, Kimber has an employment contract with Lyn B. Davies 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.



Kimber does not currently have any benefit plans.







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On October 31, 2007 Robert V. Longe retired as President and CEO of Kimber. By Settlement Agreement dated April 26, 2007 Kimber settled any claims which he may have had in respect to a Change of Control Agreement with him dated January 13, 2004.  Pursuant to that Settlement Agreement Mr. Longe was paid, in lieu of three (3) years salary and benefits Kimber had agreed to pay him under his  Change of Control Agreement, two (2) years salary and benefits ($339,657) plus the value of any unused vacation on the date of retirement ($18,062).



On February 28, 2008 Michael E. Hoole resigned as Vice President and Secretary of Kimber. By Settlement Agreement dated April 26, 2007 Kimber settled any claims which he may have had arising out of his resignation dated January 23, 2007 pursuant to a Change of Control Agreement with him dated January 13, 2004.  Pursuant to that Settlement Agreement Mr. Hoole agreed to remain as Vice President and Secretary of Kimber until February 28, 2008 and, in lieu of three (3) years salary and benefits which Kimber had agreed to pay him pursuant to his Change of Control Agreement, he was paid two (2) years salary and benefits ($339,657) in the form of salary continuance for the period May 1, 2007 to February 28, 2008 and the balance of the said amount upon ceasing to be an officer and employee.  In addition Kimber paid Mr. Hoole $1,000/day for each day that he worked for Kimber.  Mr, Hoole was also paid the value of any unused vacation on April 30, 2007 $10,023.  Mr. Hoole continues to provide consulting services to Kimber.



C. Board Practices



The Board of Directors consists of eight (8) directors, six of whom were elected at a meeting of the shareholders of Kimber on December 12, 2007 for a one year term.  Two (2) Directors, Dr. Frederick Graybeal and Mr. Donald Young, were appointed on February 5, 2008 to fill vacancies on the Board created by the resignations of Dr. Keith Barron and Mr. Larry Bell, who had been re-elected for a one (1) year term on December 12, 2007.



Pursuant to Section 224 of the Business Corporations Act (British Columbia), Kimber is required to have an Audit Committee.  As at September 25, 2008, the members of the Audit Committee are Donald Young, Dennis Bergen and Peter Nixon.  The Business Corporations Act requires the directors of a public company to elect from among their number a 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 established a Compensation Committee and as at September 25, 2008 the members of Kimbers Compensation Committee are Stephen Quin, Frederick Graybeal and Peter Nixon.  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  President 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 President.







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D. Employees



Kimber has a total of 9 employees in Canada and 43 employees in Mexico as of September 25, 2008.



At Kimbers head office in Vancouver, there are 7 full-time employees and 2 part-time employee as at September 25, 2008. These numbers include 3 members of senior management and 2 full time employees who provide technical expertise in Kimbers engineering, geology and environmental and community relations areas. One part-time employee has a separate office in Vancouver and Mexico and provides legal services relating to operations in Mexico. All employees are non-union and Kimber is 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 Kimbers subsidiary in Mexico, Kimber Resources de Mexico., are non-union and Kimber is not subject to any collective bargaining agreements.



Kimber competes 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 6B – Compensation”, the  following table discloses the number  of Common Shares (each Common Share possessing identical voting rights)  beneficially held by such persons, including the  percentage of the Shares outstanding  as at September 25, 2008, being 62,086,620.





|                                                                                               |               |                               |               
|---------------------------------------------------------------------------------------------- | ------------- | ----------------------------- | --------------
|Name and Title                                                                                 | No. of Shares | Percent of Shares Outstanding | No. of Options
|Leanne M. Baker
      Director                                                                 | 75,000        | 0.12%                         | 100,000       
|R. Dennis Bergen
      Director                                                                | 0             | 0%                            | 160,000       
|Gordon Cummings
      President and Chief Executive Officer and former Chief Financial Officer | 15,000        | 0.02%                         | 775,000       
|Lyn B. Davies
      Chief Financial Officer                                                    | 0             | 0%                            | 125,000       
|Frederick T. Graybeal
      Director                                                           | 0             | 0%                            | 50,000        
|Michael E. Hoole1
    Former Vice-President  & Secretary                                       |               |                               | 250,000       







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|                                                       |           |       |        
|------------------------------------------------------ | --------- | ----- | -------
|Robert V. Longe1*Former President, CEO & Director*     |           |       | 0      
|Petrus H. Maré
Vice President, Exploration             | 0         | 0%    | 275,000
|Peter B. Nixon
Director                                | 20,000    | 0.03% | 100,000
|James J. Puplava
Director                              | 5,787,656 | 9.3%  | 220,000
|Stephen P. Quin
Director                               | 0         | 0     | 100,000
|J. Byron Richards1
Former Vice-President, Engineering  |           |       | 190,000
|Abraham Urias,
Secretary of Kimber Resources de Mexico | 0         | 0     | 135,000
|Donald W. Young
Director                               | 0         | 0%    | 50,000 

|                                                                           
|---------------------------------------------------------------------------
|Notes:                                                                     
|(1)The number of Shares, if any, owned by these former officers is unknown.



Incentive Stock Options



The following table discloses the stock options beneficially held by the aforementioned persons, as at September 25, 2008.  The stock options are for Common Shares of Kimber:







|                      |                                      |                          |                   
|--------------------- | ------------------------------------ | ------------------------ | ------------------
|Name of Person        | Number of Shares Subject to Issuance | Exercise Price per Share | Expiry Date       
|Leanne M. Baker       | 50,000                               | $2.59                    | November 9, 2011  
|Leanne M. Baker       | 50,000                               | $0.79                    | February 12, 2013 
|R. Dennis Bergen      | 25,000                               | $2.05                    | January 16, 2009  
|R. Dennis Bergen      | 5,000                                | $2.14                    | October 6, 2009   
|R. Dennis Bergen      | 50,000                               | $1.50                    | December 7, 2010  
|R. Dennis Bergen      | 30,000                               | $1.95                    | April 12, 2012    
|R. Dennis Bergen      | 50,000                               | $0.79                    | February 12, 2013 
|Gordon Cummings       | 150,000                              | $2.40                    | July 18, 2011     
|Gordon Cummings       | 125,000                              | $1.95                    | April 12, 2012    
|Gordon Cummings       | 400,000                              | $0.86                    | September 28, 2012
|Gordon Cummings       | 100,000                              | $0.79                    | February 12, 2013 
|Lyn B. Davies         | 125,000                              | $0.78                    | November 29, 2012 
|Frederick T. Graybeal | 50,000                               | $0.79                    | February 12, 2013 
|Michael E. Hoole      | 100,000                              | $2.14                    | October 6, 2009   
|Michael E. Hoole      | 50,000                               | $1.65                    | September 19, 2010
|Michael E. Hoole      | 50,000                               | $2.59                    | November 9, 2011  
|Michael E. Hoole      | 50,000                               | $0.79                    | February 12, 2013 
|Robert V. Longe       | 0                                    |                          |                   







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|                  |         |       |                   
|----------------- | ------- | ----- | ------------------
|Petrus H. Maré    | 275,000 | $0.78 | November 29, 2012 
|Peter B. Nixon    | 50,000  | $1.95 | April 12, 2012    
|Peter B. Nixon    | 50,000  | $0.79 | February 12, 2013 
|James J. Puplava  | 130,000 | $2.14 | October 6, 2009   
|James J. Puplava  | 10,000  | $1.65 | September 19, 2010
|James J. Puplava  | 30,000  | $1.95 | April 12, 2012    
|James J. Puplava  | 50,000  | $0.79 | February 12, 2013 
|Stephen P. Quin   | 50,000  | $2.67 | December 18, 2011 
|Stephen P. Quin   | 50,000  | $0.79 | February 12, 2013 
|J. Byron Richards | 90,000  | $2.14 | October 6, 2009   
|J. Byron Richards | 50,000  | $1.65 | September 19, 2010
|J. Byron Richards | 50,000  | $1.95 | April 12, 2012    
|Abraham Urias     | 50,000  | $2.05 | Jan. 16, 2009     
|Abraham Urias     | 75,000  | $1.80 | Dec. 8, 2009      
|Abraham Urias     | 30,000  | $1.65 | Sept. 19, 2010    
|Abraham Urias     | 30,000  | $1.95 | April 12, 2012    
|Donald W. Young   | 50,000  | $0.79 | February 12, 2013 



Kimber has two (2) 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 issued  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 25, 2008 options  to acquire 1,957,362 Common Shares may be issued for a period not exceeding  five years, subject to standard anti-dilution adjustments. 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 shall be:

(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 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.







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75



If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of 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 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 other security based compensation arrangements of Kimber, if any, can not 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 Kimbers Common Shares for any exercise of stock options, the Common Shares must be fully paid for.  Kimber 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 Kimber proposes to decrease the  exercise price of previously granted stock options to insiders and/or extend the term of any option held by an insider of Kimber 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 disinterested shareholders 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  Common Shares.



Disinterested shareholders are shareholders of Kimber other than the insiders and their associates to whom stock options may be issued under the 2007 Plan.



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A. Major Shareholders



As of September 25, 2008, to the  best of Kimber’s knowledge the  following table sets forth the  beneficial ownership of each major shareholder, defined as beneficial owners of  5% or more of Kimber’s issued and outstanding Common Shares,  being 62,086,620.



|                                           |               |                              
|------------------------------------------ | ------------- | -----------------------------
|Identity of Person or Group                | No. of Shares | Percent of Shares Outstanding
|Sprott Asset Management Inc.               | 8,285,998     | 13.3%                        
|James J. Puplava                           | 5,787,656     | 9.3%                         
|Fidelity Select Portfolios: Gold Portfolio | 3,888,000     | 6.3%                         







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The Common Shares held by each of the major shareholders have the same voting rights as all other shareholders of Kimber. To the best of Kimbers knowledge, it is 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 Kimbers knowledge, there are no arrangements, the operation of which at a subsequent date will result in a change in control of Kimber.



58.4   % of the outstanding Common Shares of Kimber are  registered in the name of 16   people and entities having addresses in Canada.



B. Related Party Transactions



None of the directors, officers or principal shareholders of Kimber, nor any family members of the directors, officers or principal shareholders, have any material interest, direct or indirect in any transactions in which Kimber participated during the period commencing July 1, 2008 and ending on the date hereof which transactions were material to Kimber, or its subsidiary, except as stated elsewhere in this Annual Report or as indicated below.  See Item6B  Directors, Senior Management and Employees - Compensation.  None of the directors, officers or principal shareholders of Kimber, or family members of the directors, officers or principal shareholders of Kimber, were involved in any transaction with Kimber, or subsidiary, that was unusual in its nature or conditions, involving goods, services, or tangible or intangible assets except as herein disclosed.



Directors and officers of Kimber were paid an aggregate of $1,098,475during the year ended June 30, 2008 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.



During the year ended June 30, 2008, fees of $178,502 were paid to J.B. Engineering Ltd (2007 - $155,967).  Mr. J. Byron Richards is a principal of J.B. Engineering Ltd. and was an officer of Kimber until January 31, 2008



During 2006, commissions of $234,850 were paid to  Puplava Securities Inc. (“PSI”). James Puplava,  a principal at PSI, and Dr. Leanne  Baker, a registered representative with PSI, are both Directors of Kimber.



C. Interests of Experts and Counsel



Not Applicable













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ITEM 8. FINANCIAL INFORMATION



A. Consolidated Statements and Other Financial Information



Financial Statements



Attached hereto are the audited financial statements of Kimber for the year ended June 30, 2008 and 2007, which were prepared by management and have been audited by Kimbers auditors, D&H Group LLP.  Also attached are the audited financial statements of Kimber for the fiscal years ended June 30, 2006, which were audited by Kimbers auditors, D&H Group LLP.



The financial statements are accompanied by auditors’ reports and related  notes.  See ITEM   17. -FINANCIAL STATEMENTS.



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 Kimbers financial position or profitability.  There are no legal proceedings to which Kimber is a party, nor to the best of the knowledge of Kimbers management are any legal proceedings contemplated except as herein disclosed.



On September 12, 2006 an employee of Minera Monterde was involved in a road collision with a group of cyclists while driving a truck owned by the subsidiary. $89,401 was paid in December 2006 to the Mexican authorities in respect of this matter.  Kimber does not believe that there will be any further legal liability in relation to this incident but has not yet received formal releases from all potential claimants.



Dividend Policy



Kimber has not paid dividends in the  past and it has no present intention of paying dividends on its Shares as it  anticipates that all available funds will be invested to finance the growth of its business.  The directors   of Kimber will determine if and when dividends  should be declared and paid in the  future based upon Kimber’s financial position  at the relevant time.  The Common Shares of Kimber  are entitled to an equal share of any dividends declared and paid.



B. Significant Changes



Since June 30, 2008, the date of the most recent consolidated financial statements, no significant changes have occurred that have not been disclosed elsewhere in this Annual Report.





ITEM 9. THE OFFERING AND LISTING



Not Applicable





ITEM 10. ADDITIONAL INFORMATION



A. Share Capital



Not Applicable











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78

B. Notice of Articles and Articles.



On December 12, 2007 the shareholders of Kimber approved amendments to the Articles (see ITEM   19. EXHIBITS   for a copy of the revised Articles.



Objects and Purposes of Kimber



The charter documents of Kimber place no restrictions upon Kimbers objects and purposes.



Directors Powers



Section 17.4 of the Articles of Kimber (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 Kimber has entered or proposes 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.



The borrowing powers of Kimber are set out in Article 8 of the Articles.  Kimber, if authorized by the directors, 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 of Kimber 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 the present and future assets and undertaking of Kimber.



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 Kimber 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 Kimber, or consented to in writing by every member of a company who would have been entitled to vote in person or by proxy at a general meeting of Kimber.  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:







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79



(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 the Criminal Records Act(Canada).



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



Sections 14.10 and 14.11 of the Articles provides for the removal of a director.  Kimber 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 the authorized shares of common stock of Kimber 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 of Kimber, whether voluntary or involuntary, or any other distribution of the assets of Kimber among its shareholders for the purpose of winding up its affairs after Kimber has paid out its 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 Kimber 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 the Articles Kimber must give to its 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 the directors of Kimber 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.







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80



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 the charter or other constating documents of Kimber.



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 is defined as any one or more non-Canadian persons acquiring all or substantially all of the assets used in carrying on the Canadian business, or 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 another entity 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.



An investment requiring notification and review is any direct acquisition of a Canadian business with assets of CDN$5,000,000 or more (subject to the comments below on World Trade Organization (WTO) investors or any indirect acquisition of a Canadian business (i.e., acquisition of a Canadian business as a result of the acquisition of its non-Canadian parent) (subject to the comments below on WTO investors) where the purchaser acquires control of entities in Canada having assets valued at CDN$50,000,000 or more.  In addition, specific acquisitions or 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 generally means (i) an individual, other than a Canadian, who is a national of a WTO member (such as, for example, 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 certain types of businesses specified in the Act (the sensitive sector businesses), including a business that engages in the production of uranium and owns an interest in a producing uranium property in Canada. If the WTO investor rules apply and Kimber is not engaged at the time of the investment in any sensitive sector businesses,, an investment in the 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 WTO Review Threshold is adjusted annually by a formula relating to increases in the nominal gross domestic product of Canada.  The 2008 WTO Review Threshold is CDN$295,000,000.



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 the business of Kimber is then 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 requiring the investment to be reviewed.







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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) prior to 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 reviewable investments in culture-sensitive sectors 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 representation 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, corporate governance practices and commitment to transparency and disclosure.



The Act sets certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, 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.







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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 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 Kimbers Articles or other constating documents would have the effect of delaying, deferring, or preventing a change in control of Kimber, 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 Kimbers Articles or other documents governing the ownership threshold above which shareholder ownership must be disclosed.



C. Material Contracts



The material contracts of Kimber are listed under Item 19  Exhibits and copies are appended to this Form 20-F



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 10E  Taxation.



E. Taxation



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







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THE FOLLOWING INFORMATION IS GENERAL AND SECURITY HOLDERS SHOULD SEEK THE ADVICE OF THEIR OWN TAX ADVISORS, TAX COUNSEL OR ACCOUNTANTS WITH RESPECT TO AN INVESTMENT IN THE COMMON SHARES OF KIMBER HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.  NO OPINION WAS REQUESTED BY KIMBER, OR IS PROVIDED BY ITS 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 Common Shares of Kimber for a shareholder of Kimber who, for the purposes of the Tax Act and the Convention, and at all relevant times, is not a resident of Canada but is a resident of the United States and will acquire and hold Common Shares of Kimber as capital property (a Non-Resident). This summary does not apply to a shareholder who carries on business in Canada through a permanent establishment situated in Canada or who has a fixed base in Canada for the purposes of performing independent personal services if the shareholders Common Shares of Kimber form part of the business property of such permanent establishment or pertain to such fixed base.  This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder in force as of the date hereof and on an understanding of the current 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 general 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 on 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 greater of the amount by which the paid-up or stated capital of Kimber had increased by reason of the payment of such dividend and the fair market value of the share or shares paid as a stock dividend. The Corporation 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 tax payable on dividends is to be withheld at source by Kimber or people acting on its behalf. Kimber is liable for the amount of the tax, penalties and interest if it fails to so withhold. The shareholder is liable in any event if Kimber fails to withhold.



Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or capital loss from a disposition of Common Shares of Kimber is the amount, if any, by which the proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of the adjusted cost base of such Common Shares and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The taxable capital gain (or loss) is fifty percent of a capital gain (or loss) and is included in income. The amount by which a shareholders capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions.







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Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of taxable Canadian property. Common Shares of Kimber will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the 60 month period immediately preceding the disposition the shareholder or persons with whom the shareholder does not deal at arms length, or any combination thereof, owned 25% or more of the issued shares of any class or series in the capital stock of Kimber.



The Convention relieves Non-Residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:



(a)

the value of the shares is derived principally from real property situated in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

(b)

the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by the shareholder when he or she ceased to be resident in Canada,

(c)

the shares formed part of the business property of a permanent establishment that the shareholder has or had in Canada within the 12 months preceding the disposition, or

(d)

the shares pertained to a fixed base which is or was available to the shareholder within the 12 months preceding the disposition for the purpose of performing independent personal services.

United States Federal Income Tax Consequences



The following is a general discussion of certain possible U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of Common Shares of Kimber. This discussion is of a general nature only and does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See Canadian Federal Income Tax Consequences above).



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time.



This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of Common Shares of Kimber, and no opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made. Accordingly, U.S. Holders and prospective U.S. Holders of Common Shares of Kimber should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of Common Shares of Kimber.









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U.S. Holders



As used herein, a U.S. Holder means a holder of Common Shares of Kimber who is (i) a citizen or individual resident of the U.S., (ii) a corporation (other than a corporation subject to Subchapter S of the Code) created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate whose income is taxable in the U.S. irrespective of source or (iv) a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described Section 7701(a)(30) of the Code.



Persons Not Covered



This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including (i) tax-exempt organizations, (ii) qualified retirement plans, (iii) individual retirement accounts and other tax-deferred accounts, (iv) financial institutions, (v) insurance companies, (vi) real estate investment trusts, (vii) regulated investment companies, (viii) broker-dealers, (ix) persons or entities that have a functional currency other than the U.S. dollar, (x) persons subject to the alternative minimum tax, (xi) persons who own their Common Shares of Kimber as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (xii) persons who acquired their Common Shares of Kimber through the exercise of employee stock options or otherwise as compensation for services, (xiii) persons that own an interest in an entity that owns Common Shares of Kimber, (xiv) persons who own, exercise or dispose of any options, warrants or other rights to acquire Common Shares of Kimber, (xv) entities treated as partnerships for U.S. federal income tax purposes, (xvi) corporations subject to Subchapter S of the Code, or (xvii) persons who own their Common Shares of Kimber other than as a capital asset within the meaning of Section 1221 of the Code.



Distributions on Common Shares of Kimber



U.S. Holders receiving distributions (including constructive distributions) with respect to Common Shares of Kimber are required to include in gross income as dividends for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that Kimber has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Canadian income tax withheld from distributions may result in a credit or deduction for United States federal income tax purposes.  See more detailed discussion at Foreign Tax Credit below. To the extent that distributions from Kimber exceed current or accumulated earnings and profits of Kimber, such distributions will not be treated as dividends but will instead be treated first as a return of capital, to the extent of the U.S. Holders adjusted basis in the Common Shares, and thereafter as gain from the sale or exchange of the Common Shares of Kimber. See more detailed discussion at Disposition of Common Shares of Kimber below.  In general, dividend distributions are taxed as ordinary income.  At present, such dividends may be subject to a preferential tax rate for individuals, estates and trusts of no more than 15% if such dividends are qualified dividends.  However, this preferential tax rate may not be available if Kimber is, or was, a Passive Foreign Investment Company (PFIC). See Passive Foreign Investment Company discussion below.



In the case of foreign currency received as a distribution that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.





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Certain information reporting and backup withholding rules may apply with respect to certain payments related to Kimbers Common Shares. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 28% of any payments to a U.S. Holder of Kimbers Common Shares of dividends on, or proceeds from the sale of, such Common Shares within the U.S., if a U.S. Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to Kimbers Common Shares.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of Common Shares of Kimber may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from distributions to) the U.S. Holder during that year.  If the taxpayer chooses to deduct foreign taxes, the allowable deduction may be limited by various tax rules.



There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders U.S. income tax liability that the U.S. Holders foreign source income bears to his or its worldwide taxable income. In applying this limitation, the various items of income and deduction must be classified as either foreign source or U.S. source. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Effective for tax years beginning after December 31, 2006, there will generally be only two specific classes of income for purposes of calculating foreign tax credit limitations, a passive category and a general category.  Dividends distributed by Kimber will generally constitute foreign source income, and will generally be classified as passive income for most U.S. Holders.



Recent legislation will significantly modify the foreign tax credit rules discussed above.  Effective for tax years beginning after December 31, 2006, there will be only two specific classes of income for purposes of calculating foreign tax credit limitations (a passive category and a general category).  Other income that would have been included in one of the current categories will be included in one of these two categories.



In some limited circumstances, a U.S. individual taxpayer may be able to claim a foreign tax credit without regard to the foregoing limitation.  This would be the case if the taxpayers entire foreign source income for such year was passive income subject to information reporting (generally Form 1099) and the associated foreign income taxes were no more than $300 ($600 in the case of a joint return).



In addition, U.S. Holders that are corporations and that own 10% or more of the voting stock of Kimber may be entitled to an indirect foreign tax credit under Section 902 of the Code with respect to the payment of dividends by Kimber under certain circumstances and subject to complex rules and limitations.



The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and each U.S. Holder of Common Shares of Kimber is urged to consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.





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Disposition of Common Shares of Kimber



A U.S. Holder will recognize gain or loss upon the sale or other taxable disposition of Common Shares of Kimber equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the Common Shares of Kimber. This gain or loss will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the Common Shares of Kimber are held for more than one year.



Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried forward to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations, an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.  The availability of preferential tax rates on capital gains is subject to Kimbers status as a PFIC. See Passive Foreign Investment Company discussion below.



Other Considerations for U.S. Holders



In the following circumstances, the above sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders resulting from the ownership and disposition of Common Shares of Kimber:



Controlled Foreign Corporation



If more than 50% of the total voting power or the total value of Kimbers outstanding shares is owned, directly, indirectly, or by attribution by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly, indirectly, or by attribution 10% or more of the total voting power of Kimbers outstanding shares (each a 10% Shareholder), Kimber could be treated as a Controlled Foreign Corporation (CFC) under Section 957 of the Code.



The classification of Kimber as a CFC would effect many complex results, including that 10% Shareholders of Kimber would generally (i) be treated as having received a current distribution of their pro rata shares of Kimbers Subpart F income and (ii) be subject to current U.S. federal income tax on their pro rata shares of Kimbers earnings invested in U.S. property. The foreign tax credit may reduce the U.S. federal income tax on these amounts for such 10% Shareholders who are corporations.  See more detailed discussion at Foreign Tax Credit above. In addition, under Section 1248 of the Code, gain from the sale or other taxable disposition of Common Shares of Kimber by a U.S. Holder that is or was a 10% Shareholder at any time during the five-year period ending with the sale is treated as ordinary (dividend) income to the extent of earnings and profits of Kimber attributable to the Common Shares sold or exchanged while Kimber was a CFC..



If Kimber is classified as both a Passive Foreign Investment Company as described below and a CFC, Kimber generally will not be treated as a Passive Foreign Investment Company with respect to 10% Shareholders. This rule generally will be effective for taxable years of 10% Shareholders beginning after 1997 and for taxable years of Kimber ending with or within such taxable years of 10% Shareholders.

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If Kimber is a CFC for a given year, the non-U.S. corporate subsidiaries of Kimber may also be CFCs with the consequences to 10% Shareholders generally as described above.



Kimber does not believe that it currently qualifies as a CFC. However, there can be no assurance that Kimber will not be considered a CFC for the current or any future taxable year.



The CFC rules are very complex, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the CFC rules and how these rules may impact their U.S. federal income tax situation.



Passive Foreign Investment Company



Certain U.S. income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. Holders of foreign corporations. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (i) 75% or more of its gross income is passive income or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more. Passive income includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. However, gains resulting from commodities transactions are generally excluded from the definition of passive income if such gains arise out of commodity hedging transactions or are active business gains, but only if substantially all the corporations commodities are inventory or other certain ordinary income property.



For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation. Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a related person to the extent such amount is properly allocable to the income of such related person which is not passive income. For these purposes, a person is related with respect to a foreign corporation if such person controls the foreign corporation or is controlled by the foreign corporation or by the same persons that control the foreign corporation. For these purposes, control means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation.



Kimber believes that it may have qualified as a PFIC for its most recent taxable year, may have qualified as a PFIC in prior years and may qualify as a PFIC in subsequent years. There can be no assurance that Kimbers determination concerning its PFIC status will not be challenged.  In addition, one or more of Kimbers corporate subsidiaries may have qualified as a PFIC for its most recent taxable year, may have qualified as a PFIC in prior years and may qualify as a PFIC in subsequent years.



A U.S. Holder who holds stock directly or indirectly in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of three alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such three alternative tax regimes applied to such U.S. Holders of Kimber. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a CFC (as defined above) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation. See more detailed discussion at Controlled Foreign Corporation above.



QEF Election



A U.S. Holder who elects in a timely manner to treat Kimber as a QEF (an Electing U.S. Holder) will generally be subject, under Section 1293 of the Code, to current U.S. federal income tax for any taxable year in which Kimber qualifies as a PFIC on his or its pro rata share of Kimbers (i) net capital gain (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) ordinary earnings (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case for the shareholders taxable year in which (or with which) Kimbers taxable year ends, regardless of whether such amounts are actually distributed.  If Kimber has a deficit in earnings and profits for the year, there will be no income inclusion for the U.S. Holders but no loss will flow through to the U.S. Holders.





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A QEF election will only be effective if Kimber provides certain information to the U.S. Holders.  There can be no assurances that Kimber can, or will, comply with these requirements.  U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for making a QEF election.



An effective QEF election, if in force for all PFIC years in the U.S. Holders holding period, or if made in conjunction with an election to purge the PFIC taint for prior years, also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his or its Kimber Common Shares as capital gain; and (ii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of Kimbers annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as personal interest that is not deductible.  If no QEF election is in force for all PFIC years in a taxpayers holding period, Section 1291 treatment, discussed below, will apply.



The U.S. federal income tax consequences of the QEF election will depend on whether the year of the election is the first year in the U.S. Holders holding period in which Kimber is a PFIC. If Kimber qualified as a PFIC in a prior year in the holding period, then in order to purge the PFIC taint for prior years, in addition to making the QEF election, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he or it would otherwise recognize if the U.S. Holder sold his or its stock on the qualification date or (ii) if Kimber is a CFC, the U.S. Holders pro rata share of Kimbers post-1986 earnings and profits as of the qualification date. The qualification date is the first day of Kimbers first tax year in which Kimber qualified as a QEF with respect to such U.S. Holder.   U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. In addition to the above rules, under very limited circumstances, a U.S. Holder may make a retroactive QEF election if such U.S. Holder failed to file the QEF election documents in a timely manner.



A QEF election, once made with respect to Kimber, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and Kimber ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which Kimber does not qualify as a PFIC. Therefore, if Kimber again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which Kimber qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of Kimber. Therefore, if such U.S. Holder reacquires an interest in Kimber, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which Kimber qualifies as a PFIC.



Section 1291 Rules



If a U.S. Holder does not have a QEF election in effect during a year in which it holds the Common Shares in question and Kimber is a PFIC (a Non-Electing U.S. Holder), then special punitive taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his or its Common Shares and (ii) certain excess distributions (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holders holding period) by Kimber.







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A Non-Electing U.S. Holder generally would be required to prorate all gains realized on the disposition of Kimber Common Shares and all excess distributions on Kimber Common Shares over the entire holding period for the Common Shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of Kimber during such U.S. Holders holding period for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as personal interest which, as discussed above, is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.



The punitive consequences of Section 1291 fund status extend beyond the rules discussed above.  For example, under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Kimber Common Shares in the hands of the transferee and the basis of any property received in the exchange for those Common Shares would be increased by the amount of gain recognized. However, the specific U.S. federal income tax consequences to the U.S. Holder and the transferee may vary based on the manner in which the Common Shares are transferred.



In addition, certain special adverse rules may apply with respect to the holding of Kimber Common Shares while Kimber is a PFIC. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such Shares.



If Kimber is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Kimber Common Shares, then Kimber will continue to be treated as a PFIC with respect to such Kimber Common Shares, even if it is no longer a PFIC by definition. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Kimber Common Shares had been sold on the last day of the last taxable year for which it was a PFIC.



Mark-to-Market Election



U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to market (a mark-to-market election). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder effective after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Kimber Common Shares (including any gain from the initial mark-to-market). A U.S. Holder who makes the mark-to-market election will include in ordinary income for the taxable year for which the election was made and subsequent years an amount equal to the excess, if any, of the fair market value of the Common Shares of Kimber as of the close of such tax year (or, in the case of a sale or other disposition, the amount realized) over such U.S. Holders adjusted basis in such Common Shares. In addition, the U.S. Holder is allowed an ordinary deduction for the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in the Common Shares over the fair market value of such Shares as of the close of the tax year (or in the case of a sale or other disposition, the amount realized), or (ii) the excess, if any, of (A) the mark-to-market gains for the Common Shares in Kimber included by such U.S. Holder for prior tax years, including any amount which was included pursuant to the Section 1291 rules discussed above, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holders adjusted tax basis in the Common Shares of Kimber will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year Kimber is a PFIC, unless Kimber Common Shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. U.S. Holders should consult their tax advisor regarding the manner of making such an election.



Kimber believes that its Common Shares should presently qualify as marketable stock for purposes of Section 1296, but there is no assurance that the Common Shares will continue to so qualify.









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Kimbers Subsidiaries



If Kimber is (or has been) a PFIC and at any time has a non-US 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.  If a U.S. Holder does not make a QEF election in respect of a lower-tier PFIC, the U.S. Holder could incur liability for the deferred tax and interest charge described above if either (i) Kimber receives a distribution from, or disposes of all or part of its interest in, the lower-tier PFIC or (ii) the U.S. Holder disposes of all or part of its interest in Kimber.  A QEF election will only be effective with respect to a lower-tier PFIC if the lower-tier PFIC provides certain information to the U.S. Holders.  There can be no assurances that Kimber can, or will, cause any lower-tier PFIC to comply with these requirements.  U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for making a QEF election for any 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 its indirect ownership interest in any lower-tier PFIC.  Accordingly, U.S. holders could be subject to the PFIC rules with respect to income of any lower-tier PFIC the value of which has already been taken into account indirectly via a mark-to-market election made with respect to Kimber.  Similarly, if a U.S. Holder made a mark-to-market election under the PFIC rules with respect to Kimber and made a QEF election with respect to a lower-tier PFIC, that U.S. Holder could be subject to current taxation with respect to income from the lower-tier PFIC, the value of which was taken into account indirectly via the mark-to-market election.



The PFIC rules are very complex, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the PFIC rules, including the advisability of and procedure for making a QEF election or a mark-to-market election, and how these rules may impact their U.S. federal income tax situation.



Other Reporting Rules



Under a number of circumstances, United States investors acquiring Common Shares may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns. In particular, any United States investor who becomes the owner, directly or indirectly, of 10% or more of the Common Shares will be required to file such a return. Other filing requirements may apply and United States investors should consult their own tax advisors concerning these requirements.



F. Dividends and Paying Agents



Not applicable



G. Statement by Experts



Not applicable.





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H. Documents on Display



The documents described herein may be inspected at the head office of Kimber at 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.



I. Subsidiary Information



The following is information regarding Kimbers wholly owned subsidiaries:







|                                        |                               |                                                                                      |                
|--------------------------------------- | ----------------------------- | ------------------------------------------------------------------------------------ | ---------------
|Business
Name                           | Jurisdiction of Incorporation | Office
Address                                                                       | Telephone      
|Minera Monterde, S. de R.L. de C.V.     | Mexico                        | Camino al Campestre # 4302
Col. Quintas Campestre, CP 31214
Chihuahua, Chih.  Mexico | 52-614-410-8344
|Kimber Resources de Mexico S.A. de C.V. | Mexico                        | Camino al Campestre # 4302
Col. Quintas Campestre, CP 31214
Chihuahua, Chih.  Mexico | 52-614-410-8344
|Minera Pericones S.A. de C.V.           | Mexico                        | Camino al Campestre # 4302
Col. Quintas Campestre, CP 31214
Chihuahua, Chih.  Mexico | 52-614-410-8344





ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



In summary, the principal market risks which Kimber is exposed to are changes in the price of gold and silver and adverse movements in foreign exchange rates.  Kimber uses the Canadian dollar as its reporting currency and is therefore exposed to foreign exchange movements in the United States Dollar and the Mexican Peso. For more detailed disclosure of industry risks please see above Item 3 D Risk Factors  Industry Risks.



During the financial year and up to the date of this report Kimber has not used financial instruments to reduce its exposure to market risks.  Additional disclosure on financial instruments held by Kimber at June 30, 2008 is contained in note 2 Financial instruments to the financial statements.





ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



A. Debt Securities



Not Applicable











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93



B. Warrants and Rights



On March  11, 2008, Kimber issued 4,000,000  Warrants in connection with a unit offering consisting  of  one Common Share and one half warrant.   Each Warrant entitles the  holder upon exercise to purchase one Common Share of Kimber for an exercise price of  $1.25 until March 11, 2010.  The Warrants do not carry any voting rights  and are not transferable.
On September  24, 2008, Kimber issued 2,000,000  Warrants in connection with a unit offering consisting of one Common Share and  one half warrant.  Each Warrant entitles  the holder upon exercise to purchase one Common Share of Kimber for an exercise price of $1.80 until  September 24, 2010.  The Warrants do not  carry any voting rights and are not transferable.



C. Other Securities



Not Applicable





D. American Depository Shares



Not Applicable





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



Not Applicable





ITEM 15. 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 Kimber’s disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the  Securities Exchange Act of 1934) as of June 30, 2008.









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

Based upon this evaluation, Kimbers Chief Executive Officer and Chief Financial Officer concluded that Kimbers disclosure controls and procedures were effective as of June 30, 2008.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f).  Kimbers 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.  Kimbers 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 inaccordance with U.S. generally accepted accounting principles, and that our 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 our assets that could have a material effect on the financial statements.

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, 2008.  In making its assessment of internal control over financial reporting, Kimbers 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, Kimbers management concluded that Kimbers internal control over financial reporting was effective.

There has been no change in Kimbers internal control over financial reporting during the financial year ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, Kimbers internal control over financial reporting.



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



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





ITEM 16B. CODE OF ETHICS



Kimbers Code of Conduct is available on Kimbers website at www.kimberresources.com.







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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



Kimbers audit committee appointed D&H Group LLP (D&H Group) as independent auditors to audit Kimbers financial statements for the fiscal year ended June 30, 2008. The aggregate fees billed by D&H Group for professional services rendered and expenses for the audit of our annual financial statements included in this Annual Report during the fiscal year ended June 30, 2008 were $55,000 and $45,690 during the fiscal year ended June 30, 2007.  The services provided by D&H Group included performance of the audit of Kimbers financial statements and the reconciliation of Canadian and U.S. GAAP.  During the fiscal year ended June 30, 2008, the aggregate fees billed for assurance and related services by D&H Group relating to our quarterly financial statements were $22,620 and $9,850 during the fiscal year ended June 30, 2007.  The services provided by D&H Group included attendance at Audit Committee meetings and discussions with management.



Tax Fees



During the fiscal year ended June 30, 2008, the aggregate fees billed for tax compliance, tax advice and tax planning by D&H Group were $1,900 and $1,900 during the fiscal year ended June 30, 2007.  The services provided by D&H Group included the 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.



All Other Fees



During the fiscal year ended June 30, 2008, the aggregate fees billed by D&H Group for other non-audit professional services, other than those services listed above, totalled $5,130 and $450 during the fiscal year ended June 30, 2007.  The services provided by D&H Group were for the auditors consent in respect of filing Form F-3



Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before D&H Group is engaged by Kimber 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.



The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.



The audit committee has considered the nature and amount of the fees billed by D&H Group and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining D&H Group independence.





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



Not Applicable







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



None





PART III



ITEM 17. FINANCIAL STATEMENTS



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



The financial statements are in the following order:



1.

Auditors' Reports;

2.

Consolidated Balance Sheets;

3.

Consolidated Statements of Operations and Deficit;

4.

Consolidated Statements of Cash Flows;

5.

Consolidated Schedule of Unproven Mineral Right Interests; and

6.

Notes to the Consolidated Financial Statements.





ITEM 18. FINANCIAL STATEMENTS



Not Applicable



ITEM 19. EXHIBITS



The exhibits included in this Form 20-F are in the following order:



1.

Articles of Incorporation and Bylaws



Amended Articles approved by the shareholders of Kimber on December 12, 2007.



3.

Voting Trust Agreements



Not Applicable



4.

Material Contract



Except for contracts made in the ordinary course of Kimber's business, the following are the material contracts to be performed in whole or in part on or after the date of filing this Form 20-F or entered into by Kimber or Minera Monterde within two years before the date of this Form 20-F:



a.

Intentionally left blank



b.

Intentionally left blank



c.

Intentionally left blank



d.

Intentionally left blank



e.

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 Kimber in the acquisition of the Monterde Property and the provision of Common Shares to them, which has been completed.  If Kimber elects to abandon the Monterde Property Kimber has an obligation to convey it to Thorne and Ayutla.1







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f.

Intentionally left blank



g.

Temporary Occupation of Ejido Land  Agreement dated July 13, 2004 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.  Kimber 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



h.

Intentionally left blank



i.

Intentionally left blank



j.

Intentionally left blank



k.

Intentionally left blank



l.

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



m.

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 Kimber.  It provides that the  Board of Directors of Kimber 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 Kimber Resources Inc.  2007 Stock Option Plan approved by   the shareholders on December 12,  2007.1



n.

Stock Option Agreements between Kimber and various directors, consultants, employees and officers of and to Kimber. 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 Kimber.1



o.

Change of Control Agreements dated  January 13, 2004, between Kimber and each of Robert V. Longe, Michael E. Hoole  and J. Byron Richards. A sample of the  agreement is attached. These agreements provided for the  payment of 3 years salary and benefits to the  officer 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.   See  “ITEM 6B Compensation” of this Annual Report.1



p.

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 the agreement of  Kimber to abide by the  rules of  the TSX  and to pay the TSX fees payable from time to time.1



q.

Intentionally left blank;







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98

r.

Intentionally left blank



s.

Intentionally left blank



t.

Intentionally left blank



u.

Intentionally left blank



v.

Intentionally left blank



w.

Intentionally left blank



x.

Intentionally left blank



y.

Intentionally left blank



z.

Intentionally left blank



aa.

Intentionally left blank



bb.

Intentionally left blank



cc.

Intentionally left blank



dd.

Intentionally left blank



ee.

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.   Kimber 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





ff.

Settlement Agreement dated April 26, 2007 between Robert V. Longe and Kimber Resources Inc. See  ITEM 6B Compensation of this Annual Report. 3



gg.

Settlement Agreement dated April 26, 2007 between Michael E. Hoole and Kimber Resources Inc.  See ITEM 6B Compensation of this Annual Report.3



hh.

Change of Control Agreement dated April 26, 2007 between Gordon Cummings and Kimber Resources Inc.  See ITEM 6B Compensation of this Annual Report.3



ii.

Employment Agreement dated September 25, 2007 between Gordon Cummings and Kimber Resources Inc.  See ITEM 6B Compensation of this Annual Report.3



jj.

Employment Agreement dated November 21, 2007 between Lyn B. Davies and Kimber Resources Inc.See ITEM 6B Compensation of this Annual Report.



kk.

Employment Agreement dated November 18, 2007 between P. Marius Maré and Kimber Resources Inc.  See ITEM 6B Compensation of this Annual Report.









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ll.

Kimber Resources Inc. 2007 Stock  Option Plan approved by Shareholder resolutions on December 12, 2007.  This stock option plan was established to superseded   the Kimber Resources 2002 Stock  Option Plan and provide an incentive to attract and retain employees and others engaged in providing service to Kimber.  It provides that the  Board of Directors of Kimber may grant stock options up to 10% of the Common Shares of Kimber 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   Kimber Resources Inc. 2002   Stock Option Plan .



mm.

Consulting Agreement dated February 1, 2008 between JB Engineering Ltd. and Kimber Resources Inc.  This agreement provides that Mr. Richards will supply Kimber with engineering and other project related services in connection with the Company's projects at a rate of $100 per hour.



nn.

Consulting Agreement dated February 29, 2008 between Michael E. Hoole and Kimber Resources Inc. Pursuant to this agreement Mr. Hoole will provide on-going management consulting services to Kimber for a 12 month period at a rate of $125 per hour.



oo.

Various Private Placement Subscription Agreements for US  subscribers in connection with the non-brokered  private placement of a total of 8,000,000 units consisting of one (1) Share and  one-half (1/2) Warrant which closed on March 11, 2008. An unsigned copy of the form of the  Private Placement Subscription Agreements is attached.  These subscription agreements provide for the purchase by and sale to US subscribers of  specific numbers of units consisting of one (1) Share and  one-half (1/2) Warrant at a price of $0.75 per unit.  See ITEM 4B. Business Overview  – COMPANY FINANCINGS – *Private Placement No.9 (non-brokered)*.



pp.

Various Private Placement  Subscription Agreements for non-US subscribers in connection with a non-brokered  private placement of a total of 8,000,000 units consisting of one (1) Share and  one-half (1/2) Warrant which closed on March 11, 2008. An unsigned copy of the form of the  Private Placement Subscription Agreements is attached.  These subscription agreements provide for the purchase by and sale to non-US subscribers of  specific numbers of units consisting of one (1) Share and  one-half (1/2) Warrant at a price of $0.75 per unit.  See ITEM 4B. Business Overview  – COMPANY FINANCINGS – *Private Placement No.9 (non-brokered)*.



qq.

Financial Advisory Services  Agreement dated May 14, 2007 between Blackmont Capital Inc. and Kimber Resources  Inc.  This agreement provides that  Blackmont Capital Inc. will act as exclusive financial advisor to Kimber to provide advice on strategic alternatives and to assist in the execution of a strategic plan, including the carrying out of potential transactions.  Kimber agreed to pay Blackmont Capital Inc. a  non-refundable work fee of $25,000 per month for a minimum of 3 months and a  success fee if a transaction was consummated ranging from 1.0%, or 1.25%  (subject to a $600,000 minimum) depending on who the  other party to the transaction is, to   6% of the transaction value.



rr.

Financial Advisory Services Amending Agreement dated July 8, 2008 between Blackmont Capital Inc. and Kimber Resources Inc.  This amending agreement provides that the fees payable to Blackmont Capital Inc. be amended and will range from 0 to a maximum of 3% (subject to a maximum of $600,000) in the event that Kimber does not utilize the services of Blackmont Capital Inc. in carrying out a contemplated transaction.  Where Kimber wishes to utilize the services of Blackmont Capital Inc. in carrying out a contemplated transaction a new fee arrangement will be negotiated.  The amending agreement further provides that the Financial Advisory Services Agreement will terminate on December 31, 2008



ss.

Finders Fee Agreement dated  July 10, 2008 between Eric King and Kimber Resources Inc.  This agreement provides for the payment to Mr. King of a finder’s fee of 7% of  funds raised from subscribers introduced to Kimber by Mr. King for the  purchase of  units of Kimber consisting of one (1) Share and one-half (1/2) Warrant  at a price of $1.25 per unit.  See ITEM  4B. Business Overview   – COMPANY FINANCINGS – *Private Placement  No.10 (non-brokered)*.









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100



tt.

Various Private Placement Subscription Agreements for US  subscribers in connection with the  brokered private placement of 4,000,000 units consisting of one (1) Share and  one-half (1/2) Warrant closed on September 24, 2008. An unsigned copy of the form of the  Private Placement Subscription Agreements is attached.  These subscription agreements provide for the purchase by and sale to US subscribers of  specific numbers of units consisting of one (1) Share and  one-half (1/2) Warrant at a price of $1.25 per unit.  See ITEM 4B. Business Overview  – COMPANY FINANCINGS – *Private Placement No.10 (non-brokered)*.



uu.

Various Private Placement Subscription Agreements for non-US  subscribers in connection with the  brokered private placement of 4,000,000 units consisting of one (1) share and  one-half (1/2) Warrant closed on September 24, 2008. An unsigned copy of the form of the  Private Placement Subscription Agreements is attached.  These subscription agreements provide for the purchase by and sale to non-US subscribers of  specific numbers of units consisting of one (1) Share and  one-half (1/2) Warrant at a price of $1.25 per unit.  See ITEM 4B. Business Overview  – COMPANY FINANCINGS – *Private Placement No.10 (non-brokered)*.



vv.

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 Kimber.  The terms of a specific agreement may differ  depending on terms established by the  Board of Directors.



ww. 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.





1These material contracts (items e,g, h to j,and l to p) are incorporated by reference to Kimbers Form 20-F filed with the SEC on May 13, 2005.



2

These material contracts (items aa to ee) are incorporated by reference to our Form 20-F filed with the SEC on September 29, 2006.



3

These material contracts (items ff to ii) are incorporated by reference to our Form 20-F filed with the SEC on October 1, 2007.





12.

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.



13.

Section 18 U.S.C. Section 1350 Certification



a.

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350







---

101



RECENT DEVELOPMENTS



Not Applicable















---

102





SIGNATURE PAGE





Pursuant to the requirements of Section 12 of the Securities 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 26, 2008





On Behalf of KIMBER RESOURCES INC.,



“/s/ Gordon Cummings”
  _______________________
Gordon Cummings
President, Chief Executive Officer and Director



“/s/ Lyn  B. Davies”       
_______________________
Lyn Davies
Chief Financial Officer





---



KIMBER RESOURCES INC.

Consolidated Financial Statements(stated in Canadian dollars)

June 30, 2008 
  June 30, 2007 
  June 30, 2006 
  (Audited)

(An exploration stage Company)

---









| |                        
| | -----------------------
| | [auditorsreport002.jpg]

















AUDITORS' REPORT









To the Shareholders of

Kimber Resources Inc.





We have audited the consolidated balance sheets of Kimber Resources Inc. as at June 30, 2008 and 2007 and the consolidated statements of operations and deficit and cash flows for the years ended June 30, 2008, 2007 and 2006.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these 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 plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2008 and 2007 and the results of its operations and cash flows for the years ended June 30, 2008, 2007 and 2006 in accordance with Canadian generally accepted accounting principles.



Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States.  Application of accounting principles generally accepted in the United States would have affected assets and deficit as at June 30, 2008, 2007 and 2006 and results of operations and cash flows for the years then ended to the extent summarized in Note 12 to the consolidated financial statements.





D&H Group LLP



|                   |  |                      
|------------------ |  | ---------------------
|Vancouver, B.C.    |  |                      
|September 18, 2008 |  | Chartered Accountants





[auditorsreport004.jpg]







---



KIMBER RESOURCES INC.Consolidated Balance Sheets(stated in Canadian dollars)

|                                                   |   | June 30,    |  
|-------------------------------------------------- | - | ----------- | -
|                                                   |   | 2008        |  
|                                                  
|A S S E T S                                       
|Current Assets                                     |   |             |  
|Cash and cash equivalents                          | $ | 3,962,742   |  
|Amounts receivable(note 4)                         |   | 914,474     |  
|Prepaid expenses                                   |   | 81,194      |  
|                                                   | $ | 4,958,410   |  
|                                                  
|Equipment(note 5)                                  | $ | 617,951     |  
|Unproven mineral right interests(Schedule, note 3) |   | 37,335,596  |  
|                                                   | $ | 42,911,957  |  
|                                                  
|L I A B I L I T I E S                             
|Current liabilities                                |   |             |  
|Accounts payable and accrued liabilities           | $ | 815,757     |  
|Due to related parties(note 9)                     |   | -           |  
|                                                   | $ | 815,757     |  
|                                                  
|S H A R E H O L D E R S   E Q U I T Y             |  
|                                                  
|Share capital(note 7)                              | $ | 52,884,860  |  
|Contributed surplus(note 8)                        |   | 2,689,112   |  
|Deficit                                            |   | (13,477,772 | )
|                                                   |   | 42,096,200  |  
|                                                   | $ | 42,911,957  |  

Nature of operations(note 1)Commitments and contingencies(note 11)Subsequent event(note 13)

|Approved on behalf of the Board of Directors: |  |                          
|--------------------------------------------- |  | -------------------------
|                                             
|Gordon Cummings                             |  | Donald W. Young        
|Gordon Cummings, Director                     |  | Donald W. Young, Director

See notes to the consolidated financial statements

---



|KIMBER RESOURCES INC.Consolidated Statements of Operations and Deficit(stated in Canadian dollars)
|--------------------------------------------------------------------------------------------------

|                                             |   |             |   |   | Years Ended |   |   |              |  
|-------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                             |   |             |   |   | June 30,    |   |   |              |  
|                                             |   | 2008        |   |   | 2007        |   |   | 2006         |  
|                                             |   |             |   |   |             |   |   | (Note 2 (o)) |  
|Revenue                                      | $ | -           |   | $ | -           |   | $ | -            |  
|                                            
|Expenses                                     |   |             |   |   |             |   |   |              |  
|Amortization of equipment                    | $ | 22,588      |   | $ | 28,819      |   | $ | 38,406       |  
|Foreign exchange loss                        |   | 8,516       |   |   | 10,701      |   |   | 22,636       |  
|General exploration                          |   | -           |   |   | 39,398      |   |   | 124,730      |  
|Interest and bank charges                    |   | 2,864       |   |   | 2,367       |   |   | 1,671        |  
|Investor relations                           |   | 69,894      |   |   | 211,187     |   |   | 309,669      |  
|Office and miscellaneous                     |   | 278,050     |   |   | 252,637     |   |   | 186,614      |  
|Legal, consulting and audit                  |   | 532,207     |   |   | 952,743     |   |   | 150,424      |  
|Rent                                         |   | 188,003     |   |   | 161,508     |   |   | 72,775       |  
|Salaries and benefits                        |   | 1,088,480   |   |   | 1,840,643   |   |   | 726,239      |  
|Stock-based compensation                     |   | 728,939     |   |   | 527,957     |   |   | 760,324      |  
|Transfer and filing fees                     |   | 110,035     |   |   | 90,478      |   |   | 133,767      |  
|Travel and accommodation                     | $ | 114,102     |   | $ | 120,257     |   | $ | 132,127      |  
|                                            
|Net loss before other items                  |   | (3,143,678  | ) |   | (4,238,695  | ) |   | (2,659,382   | )
|Other items                                  |   |             |   |   |             |   |   |              |  
|Interest income                              |   | 173,193     |   |   | 415,493     |   |   | 295,962      |  
|Other income                                 |   | 32,560      |   |   | 9,264       |   |   | -            |  
|                                            
|Net loss and comprehensive loss for the year |   | (2,937,925  | ) |   | (3,813,938  | ) |   | (2,363,420   | )
|Deficit - beginning of year                  |   | (10,539,847 | ) |   | (6,725,909  | ) |   | (4,362,489   | )
|Deficit - end of year                        | $ | (13,477,772 | ) | $ | (10,539,847 | ) | $ | (6,725,909   | )
|                                            
|Loss per share, basic and diluted(note 2(g)) | $ | (0.06       | ) | $ | (0.08       | ) | $ | (0.06        | )
|                                            
|Weighted average number of common            |   |             |   |   |             |   |   |              |  
|shares outstanding                           |   | 52,277,997  |   |   | 48,118,320  |   |   | 40,026,359   |  

See notes to the consolidated financial statements

---



|KIMBER RESOURCES INC.Consolidated Statements of Cash Flows(stated in Canadian dollars)
|--------------------------------------------------------------------------------------

|                                               |   | Years ended June 30,
|---------------------------------------------- | - | --------------------
|                                               |   | 2008                
|Cash provided by (used for):                   |   |                     
|Operating Activities                           |   |                     
|Net loss for the year                          | $ | (2,937,925          
|Items not involving cash:                      |   |                     
|Amortization of equipment                      |   | 22,588              
|Stock-based compensation                       |   | 728,939             
|                                               |   | (2,186,398          
|Changes in non-cash working capital:           |   |                     
|Amounts receivable                             |   | 11,962              
|Due from related parties                       |   | -                   
|Prepaid expenses                               |   | (23,948             
|Accounts payable and accrued liabilities       |   | (254,023            
|Due to related parties                         |   | (652,012            
|                                               |   | (3,104,419          
|                                              
|Investing Activities                           |   |                     
|Redemption of preferred shares                 |   | -                   
|Purchase of equipment                          |   | (136,041            
|Unproven mineral right interests               |   | (5,109,716          
|                                               |   | (5,245,757          
|Financing Activities                           |   |                     
|Common shares issued for cash                  |   | 6,213,550           
|Share issuance costs                           |   | (101,234            
|                                               |   | 6,112,316           
|Increase/(Decrease) in cash during the year    |   | (2,237,860          
|Cash and cash equivalents - beginning of year  |   | 6,200,602           
|                                              
|Cash and cash equivalents - end of year        | $ | 3,962,742           
|                                              
|Supplementary financial information            |   |                     
|Non-cash investing activities                  |   |                     
|Amounts receivable for unproven mineral right  | $ | (496,955            
|interests                                      |   |                     
|Accounts payable for unproven mineral right    |   | 406,138             
|interests                                      |   |                     
|Amortization of equipment included in unproven |   |                     
|mineral right interests                        |   | 139,732             
|                                               | $ | 48,915              
|Cash and cash equivalents is comprised of:     |   |                     
|Cash                                           |   | 239,521             
|Bankers acceptance notes                      |   | 3,723,221           
|                                               | $ | 3,962,742           

See notes to the consolidated financial statements

---



|KIMBER RESOURCES INC.Consolidated Schedule of Unproven Mineral Right Interests(note 3)(stated in Canadian dollars)
|------------------------------------------------------------------------------------------------------------------

|                                        |   | June 30,   |   |   | Net       |   | June 30,   |   |   | Net        |   | June 30,   |  
|--------------------------------------- | - | ---------- | - | - | --------- | - | ---------- | - | - | ---------- | - | ---------- | -
|                                        |   | 2008       |   |   | Costs     |   | 2007       |   |   | Costs      |   | 2006       |  
|MEXICO                                  |   |            |   |   |           |   |            |   |   |            |   |            |  
|Monterde Property                       |   |            |   |   |           |   |            |   |   |            |   |            |  
|                                       
|Acquisition                             | $ | 2,781,499  |   | $ | 43,454    | $ | 2,738,045  |   | $ | 499,437    | $ | 2,238,608  |  
|Exploration                             |   |            |   |   |           |   |            |   |   |            |   |            |  
|Amortization                            |   | 384,551    |   |   | 139,732   |   | 244,819    |   |   | 122,803    |   | 122,016    |  
|Assays                                  |   | 3,521,724  |   |   | 137,017   |   | 3,384,707  |   |   | 1,353,120  |   | 2,031,587  |  
|Drilling                                |   | 13,023,722 |   |   | 1,506,892 |   | 11,516,830 |   |   | 3,272,194  |   | 8,244,636  |  
|Engineering                             |   | 1,799,283  |   |   | 245,511   |   | 1,553,772  |   |   | 543,942    |   | 1,009,830  |  
|Environmental study                     |   | 1,274,592  |   |   | 115,712   |   | 1,158,880  |   |   | 512,289    |   | 646,591    |  
|Field, office                           |   | 737,329    |   |   | 185,445   |   | 551,884    |   |   | 155,200    |   | 396,684    |  
|Geological, geophysical                 |   | 5,340,432  |   |   | 1,314,680 |   | 4,025,752  |   |   | 1,148,043  |   | 2,877,709  |  
|Legal                                   |   | 538,285    |   |   | 118,570   |   | 419,715    |   |   | 118,832    |   | 300,883    |  
|Maps, reports, reproductions            |   | 933,602    |   |   | 179,113   |   | 754,489    |   |   | 240,332    |   | 514,157    |  
|Metallurgy                              |   | 731,830    |   |   | 136,660   |   | 595,170    |   |   | 327,678    |   | 267,492    |  
|Road construction                       |   | 1,993,959  |   |   | 176,134   |   | 1,817,825  |   |   | 831,336    |   | 986,489    |  
|Salaries and wages                      |   | 684,791    |   |   | 164,351   |   | 520,440    |   |   | 212,833    |   | 307,607    |  
|Scoping study                           |   | 23,507     |   |   | 12,115    |   | 11,392     |   |   | -          |   | 11,392     |  
|Socioeconomic studies                   |   | 65,301     |   |   | 26,495    |   | 38,806     |   |   | 12,187     |   | 26,619     |  
|Stakeholder costs                       |   | 79,105     |   |   | 28,920    |   | 50,185     |   |   | 7,910      |   | 42,275     |  
|Supplies                                |   | 1,769,968  |   |   | 255,805   |   | 1,514,163  |   |   | 611,238    |   | 902,925    |  
|Travel, accommodation                   |   | 1,385,629  |   |   | 236,772   |   | 1,148,857  |   |   | 377,602    |   | 771,255    |  
|Third party recoveries                  |   | (9,931     | ) |   | -         |   | (9,931     | ) |   | -          |   | (9,931     | )
|                                        |   | 34,277,679 |   |   | 4,979,924 |   | 29,297,755 |   |   | 9,847,539  |   | 19,450,216 |  
|                                        |   | 37,059,178 |   |   | 5,023,378 |   | 32,035,800 |   |   | 10,346,976 |   | 21,688,824 |  
|Setago Property                         |   |            |   |   |           |   |            |   |   |            |   |            |  
|Acquisition                             |   | 13,380     |   |   | 6,628     |   | 6,752      |   |   | -          |   | 6,752      |  
|Exploration                             |   | 70,281     |   |   | 16,037    |   | 54,244     |   |   | -          |   | 54,244     |  
|                                        |   | 83,661     |   |   | 22,665    |   | 60,996     |   |   | -          |   | 60,996     |  
|Pericones Property                      |   |            |   |   |           |   |            |   |   |            |   |            |  
|Acquisition                             |   | 21,056     |   |   | 12,908    |   | 8,148      |   |   | 8,148      |   | -          |  
|Exploration                             |   | 171,701    |   |   | 99,680    |   | 72,021     |   |   | 72,021     |   | -          |  
|                                        |   | 192,757    |   |   | 112,588   |   | 80,169     |   |   | 80,169     |   | -          |  
|                                       
|                                       
|Total unproven mineral right interests$ |   | 37,335,596 |   | $ | 5,158,631 | $ | 32,176,965 |   | $ | 10,427,145 | $ | 21,749,820 |  



|See notes to the consolidated financial statements
|--------------------------------------------------

6

---



|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|1. | NATURE OF OPERATIONS
|-- | --------------------

Kimber Resources Inc. (Kimber) is incorporated in British Columbia, Canada, and is involved in the acquisition and exploration of mineral right interests in Mexico. At the date of these financial statements, Kimber has not yet determined whether any of its mineral rights contain economically recoverable mineral reserves. Accordingly, the carrying amount of unproven mineral right 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.

Kimber has taken steps to verify title to its mineral right interests in accordance with industry standards for the current stage of exploration of these properties. However, these procedures do not guarantee that title to these rights may not be subject to unregistered prior agreements or other undetected defects.

Kimber does not generate cash flow 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. 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 balance sheet.

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

|a) | Basis of Presentation
|-- | ---------------------

These consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles GAAP. Material measurement differences between Canadian GAAP and United States GAAP are disclosed in note 12.

The consolidated financial statements include the accounts of Kimber, its principal wholly owned subsidiary, Minera Monterde S. de R.L de C.V. (Mexico) and two other subsidiaries, Minera Pericones S. A. de C.V. and Kimber Resources de Mexico S. A. de C.V. Intercompany balances and transactions are eliminated on consolidation.

|b) | Estimates
|-- | ---------

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

|c) | Cash Equivalents
|-- | ----------------

Bankers acceptances maturing within 90 days of the original date of acquisition are considered to be cash equivalents.

7

---



|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | -----------------------------------------------------

|d) | Equipment
|-- | ---------

Equipment is carried at cost less accumulated amortization. Amortization is provided over the estimated useful life of the equipment using the declining balance method at an annual rate of 20% for office fixtures and equipment; 30% for computer equipment and automobiles; 100% for computer software and 10% for camp and equipment.

|e) | Unproven Mineral Right Interests
|-- | --------------------------------

Mineral right acquisition costs, exploration and direct field costs are deferred until the rights to which they relate are placed into production, at which time these deferred costs will be amortized over the estimated useful life of the rights following commencement of production, or written-off if the rights are disposed of or abandoned. Administration costs and other exploration costs that do not relate to a specific mineral right are expensed as incurred.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion of Kimber, are recorded in the accounts when the payments are made. Proceeds from property option payments received by Kimber are netted against the deferred costs of the related mineral rights, with any excess being included in operations.

Management reviews the carrying amounts of mineral rights on a periodic basis and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. Managements assessment of the mineral rights fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area as that of the rights under review.

|f) | Translation of Foreign Currencies
|-- | ---------------------------------

Kimbers functional and reporting currency is the Canadian dollar. Kimbers wholly owned Mexican subsidiaries are integrated foreign operations and are translated into Canadian dollars using the temporal method. For Kimber and its subsidiaries, Kimber translates monetary items at the rate of exchange in effect at the balance sheet date. Non-monetary items are translated at average rates in effect during the period in which they were acquired. Expenses are translated at average rates in effect during the period except for amortization, which is translated using historical rates. Gains and losses resulting from the fluctuations in foreign exchange rates have been included in results from operations.

|g) | Loss Per Share
|-- | --------------

Basic loss per share is computed based upon the weighted average number of common shares outstanding during the year. Diluted loss per share is disclosed when the conversion, exercise or issuance of securities such as stock options and warrants would have a dilutive effect on loss per share. Kimber has a loss per share and accordingly basic and diluted loss per share are the same.

8

---



|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | -----------------------------------------------------

|h) | Stock-Based Compensation
|-- | ------------------------

Stock-based compensation is measured on the grant date at fair value as determined by the Black-Scholes option pricing model using inputs and estimates including volatility of the trading price of Kimbers stock, the expected lives of awards, the fair value of Kimbers stock and the risk-free interest rate. The estimated fair values of awards of stock-based compensation are charged to expenses over the applicable vesting period, with corresponding credits recognized as contributed surplus.

|i) | Income Taxes
|-- | ------------

Kimber uses the asset and liability method of accounting for income taxes. Future income tax assets and liabilities are recognized for the income tax consequences attributable to differences between their carrying amounts in the financial statements and their tax bases and tax loss carryforwards. Future income tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to be in effect until the temporary differences are likely to be reversed or settled. The effect of a change in income tax rates on future income tax assets and liabilities is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. Kimber has taken a valuation allowance against all of its potential future income tax assets.

|j) | Asset Retirement Obligations
|-- | ----------------------------

The fair value of a liability for an asset retirement obligation is recognized when a reasonable estimate of its fair value can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational method and is adjusted to reflect period-to-period changes in the liability resulting from the passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. As at June 30, 2008 and 2007, Kimber did not have any material asset retirement obligations.

|k) | Impairment of Equipment
|-- | -----------------------

Equipment is assessed for impairment when events and circumstances warrant. The carrying value of equipment is impaired when the carrying amount exceeds the estimated undiscounted net cash flow from use and fair value. In that event, the amount by which the carrying value of impaired equipment exceeds its fair value is charged to results from operations.

|l) | Financial Instruments
|-- | ---------------------

Kimbers financial instruments consist of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities, the carrying value of which approximates their fair value due to the short term to maturity.

Financial instruments that potentially subject Kimber to a significant concentration of credit risk are cash and cash equivalents and amounts receivable. The maximum potential loss on all financial instruments is equal to the carrying value of these items.

Kimber carries on business operations in Mexico and is exposed to foreign exchange risk due to fluctuations in the relative values of the Canadian dollar, the Mexican nuevo peso and the United States dollar. Kimber currently does not use any financial instruments to reduce this exposure.

9

---



|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | -----------------------------------------------------

|m) | Adoption of new accounting standards
|-- | ------------------------------------

Effective July 1, 2007, Kimber adopted the new recommendations of the Canadian Institute of Chartered Accountants (CICA) under CICA Handbook, Section 1506, Accounting Changes, Section 1530, Comprehensive Income, Section 3251, Equity, Section 3855, Financial Instruments Recognition and Measurement, Section 3861, Financial Instruments  Disclosure and Presentation and Section 3865, Hedges.

These new Handbook Sections provide requirements for reporting accounting changes, reporting comprehensive income, the presentation of equity, the recognition and measurement of financial instruments, and on the use of hedge accounting.

Section 1506 prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors. Kimber has not made any voluntary changes in accounting principles, changed significant estimates or corrected errors since the adoption of Section 1506.

Section 1530 establishes standards for the reporting of comprehensive income, defined as the change in equity from transactions and other events from non-owner sources, and includes items that would not normally be included in results from operations. Kimber has not had any changes in equity from non-owner sources. Accordingly, for Kimber comprehensive loss is the same as net loss.

Section 3251 establishes standards for the presentation of equity and changes in equity. Required disclosures are included throughout these financial statements.

Under Section 3855, all financial instruments are to be measured at fair value except for loans and receivables, held to maturity investments and other financial liabilities not held for trading, which are to be measured at amortized cost.

Section 3861 establishes standards for presentation and disclosure of financial instruments and non-financial derivatives. Under these new standards, all financial instruments are classified into one of the following five categories: held for trading, held to maturity investments, loans and receivables, available for sale assets or other financial liabilities. Kimber has designated its cash and cash equivalents as held for trading, which are measured at fair value. Amounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

Section 3865 establishes standards for when and how hedge accounting may be applied. Kimber has not designated any agreements as hedges.

The adoption of Sections 3855, 3861 and 3865 had no impact on Kimbers financial statements.

|n) | Recent accounting pronouncements
|-- | --------------------------------

In December 2006, the CICA issued Section 3862,Financial instruments - Disclosuresand Section 3863,Financial Instruments - Presentation. Generally, the new sections replace Section 3861,Financial Instruments - Disclosure and Presentation. These sections establish standards for the presentation of financial instruments and non-financial derivatives and identify the information that should be disclosed about them. Both sections are effective for Kimber on July 1, 2008 and are expected to result in more extensive disclosures in Kimbers annual and interim financial statements.

10

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | -----------------------------------------------------

|n) | Recent accounting pronouncements(continued)
|-- | -------------------------------------------

In December 2006, the CICA issued Section 1535 of the CICA Handbook,Capital Disclosures, which establishes standards for disclosing information about an entitys capital and how it is managed. This section is effective for Kimber on July 1, 2008 and is expected to result in more extensive disclosures in Kimbers annual and interim financial statements.

In February 2008, the CICA issued Section 3064,Goodwill and Intangible Assets, which replaces Section 3062,Goodwill and Other Intangible Assetsand Section 3450,Research and Development Costs. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and the recognition, measurement and presentation of intangible assets. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. This section is effective for Kimber on July 1, 2009. Kimber is currently evaluating the impact of the adoption of this new standard on the recognition, measurement, presentation and disclosure of its unproven mineral right interests in the consolidated financial statements.

In May 2007, the Accounting Standards Board (AcSB) amended Section 1400,General Standards of Financial Statement Presentation, to change the guidance related to managements responsibility to assess the ability of the entity to continue as a going concern. Management is required to make an assessment of an entitys ability to continue as a going concern and should take into account all available information about the future, which is at least, but is not limited to, 12 months from the balance sheet date. Disclosure is required of material uncertainties related to events or conditions that may cast significant doubt upon the entitys ability to continue as a going concern. These amendments are effective for Kimber on July 1, 2008. These standards may impact our disclosure but is not expected to impact our financial position, results of operations or cash flows.

In 2008, Canadas Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by publicly accountable enterprises, being fully converged with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board over a transitional period to be completed by 2011. Kimber will be required to report under IFRS effective for interim and annual financial statements relating to its fiscal year beginning on July 1, 2011. Adoption of IFRS will impact all areas of financial accounting and reporting. Kimber is in the process of assessing the impacts of the Canadian convergence initiative.

|o) | Comparative figures
|-- | -------------------

Certain 2006 figures have been reclassified to conform to the presentation used in the current year.

|3. | UNPROVEN MINERAL RIGHT INTERESTS
|-- | --------------------------------

Kimbers mineral rights are located in the States of Chihuahua and Estado de Mexico, Mexico.

During the year ended June 30, 2008 Kimber capitalized $5,158,631 of costs to unproven mineral right interests (2007 - $10,427,145)

11

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|3. | UNPROVEN MINERAL RIGHT INTERESTS(continued)
|-- | -------------------------------------------

Monterde Property

The Monterde Property consists of the Monterde concessions, the contiguous El Coronel concessions and staked concessions. The entire Monterde Property is comprised of 34 mineral concessions in the Sierra Madre in the State of Chihuahua, Mexico.

Monterde concessionsKimber owns a 100% interest in the Monterde concessions having acquired the concessions by payment of total consideration of US$1,054,900.

El Coronel concessionsKimber owns a 100% interest in the El Coronel mineral concessions by having made total payments of US$1,000,000.

Staked concessionsKimber 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 annual taxes.

Setago Property

In 2004, Kimber staked the Setago Property, which lies approximately 24 kilometres to the west of the Monterde Property and consists of three exploration concessions, two of which were added during the year ended June 30, 2008. These new concessions increase the property area at Setago to 10,069 hectares. The property requires no payments other than for annual taxes.

Pericones Property

Kimber, through its wholly-owned Mexican subsidiary, Minera Pericones S. A. de C.V. (Mexico), owns a property ("Pericones"), in Estado de Mexico. Kimber has staked and has title to the additional Pericones concession, Ampliacion La Guera, increasing the Pericones property by 5,569 hectares to a total area of 11,890 hectares. Mapping and sampling has commenced on the Pericones property during the year ended June 30, 2008. The property requires no payments other than for annual taxes.

|4. | AMOUNTS RECEIVABLE
|-- | ------------------

Amounts receivable at June 30, 2008 are comprised of a security deposit with Major Drilling de Mexico, IVA tax credits refundable from the Government of Mexico and other amounts as shown below.

The IVA Tax is 15% of expenditures in Mexico. Kimber has been receiving IVA refunds on an ongoing basis, and expects to continue to recover outstanding amounts. The deposit receivable from Major Drilling de Mexico is repayable at the earlier of the date of the final invoice or December 31, 2008.

12

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|4. | AMOUNTS RECEIVABLE(continued)
|-- | -----------------------------

| |                    |   |         |   |        
| | ------------------ | - | ------- | - | -------
| |                    |   | 2008    |   | 2007   
| |                   
| | Deposit            | $ | 254,025 | $ | -      
| | IVA tax receivable |   | 591,880 |   | 374,501
| | Net GST receivable |   | 15,326  |   | 27,288 
| | Other receivables  |   | 53,243  |   | 27,692 
| |                    | $ | 914,474 | $ | 429,481

|5. | EQUIPMENT
|-- | ---------

| |                               |   |           |   | 2008         |   |         
| | ----------------------------- | - | --------- | - | ------------ | - | --------
| |                               |   | Cost      |   | Accumulated  |   | Net book
| |                               |   |           |   | Amortization |   | value   
| |                              
| | Camp and equipment            | $ | 495,857   | $ | 127,495      | $ | 368,362 
| | Camp vehicles                 |   | 242,813   |   | 128,790      |   | 114,023 
| | Computer equipment            |   | 164,659   |   | 86,531       |   | 78,128  
| | Computer software             |   | 63,406    |   | 51,535       |   | 11,871  
| | Office fixtures and equipment |   | 70,084    |   | 24,517       |   | 45,567  
| |                               | $ | 1,036,819 | $ | 418,868      | $ | 617,951 

| |                               |   |         |   | 2007         |   |         
| | ----------------------------- | - | ------- | - | ------------ | - | --------
| |                               |   | Cost    |   | Accumulated  |   | Net book
| |                               |   |         |   | Amortization |   | value   
| |                              
| | Camp and equipment            | $ | 466,671 | $ | 101,626      | $ | 365,045 
| | Camp vehicles                 |   | 223,970 |   | 79,828       |   | 144,142 
| | Computer equipment            |   | 142,828 |   | 64,794       |   | 78,034  
| | Computer software             |   | 54,408  |   | 44,914       |   | 9,494   
| | Office fixtures and equipment |   | 63,607  |   | 16,092       |   | 47,515  
| |                               | $ | 951,484 | $ | 307,254      | $ | 644,230 

13

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|6. | SEGMENTED INFORMATION
|-- | ---------------------

| |                                       |   | 2008       |  |   | 2007      
| | ------------------------------------- | - | ---------- |  | - | ----------
| | Assets by geographic segment, at cost |   |            |  |   |           
| | Canada                                |   |            |  |   |           
| | Current assets                        | $ | 3,984,695  |  | $ | 5,850,929 
| | Equipment                             |   | 83,957     |  |   | 77,665    
| |                                       |   | 4,068,652  |  |   | 5,928,594 
| | Mexico                                |   |            |  |   |           
| | Current assets                        |   | 973,715    |  |   | 836,400   
| | Equipment                             |   | 533,994    |  |   | 566,565   
| | Unproven mineral right interests      |   | 37,335,596 |  |   | 32,176,965
| |                                       |   | 38,843,305 |  |   | 33,579,930
| |                                       | $ | 42,911,957 |  | $ | 39,508,524

|7. | SHARE CAPITAL AND RELATED INFORMATION
|-- | -------------------------------------

|a) | Authorized:unlimited number of common shares without par value.
|-- | ---------------------------------------------------------------

On December 12, 2007 the shareholders of Kimber approved a change in the authorized capital from a maximum of 80,000,000 common shares without par value to an unlimited number of common shares without par value.

|b) | Issued and outstanding:
|-- | -----------------------

| |                                 | Number of Shares |   | Amount     |  
| | ------------------------------- | ---------------- | - | ---------- | -
| |                                
| | Balance  June 30, 2005         | 33,732,828       | $ | 19,033,066 |  
| |                                
| | Private placements (note 7 (e)) | 10,380,832       |   | 19,095,038 |  
| | Exercise of options             | 549,570          |   | 540,218    |  
| | Exercise of warrants            | 2,451,692        |   | 4,413,050  |  
| | Less share issue costs          | -                |   | (644,307   | )
| | Reallocation from contributed   |                  |   |            |  
| | surplus on exercise of options  | -                |   | 329,877    |  
| | Balance  June 30, 2006         | 47,114,922       |   | 42,766,942 |  
| |                                
| | Exercise of options             | 742,032          |   | 825,013    |  
| | Exercise of warrants            | 1,566,666        |   | 2,819,999  |  
| | Less share issue costs          | -                |   | (4,047     | )
| | Reallocation from contributed   |                  |   |            |  
| | surplus on exercise of options  | -                |   | 354,425    |  
| | Balance  June 30, 2007         | 49,423,620       |   | 46,762,332 |  
| |                                
| | Exercise of options             | 463,000          |   | 213,550    |  
| | Private placements (note 7 (e)) | 8,000,000        |   | 6,000,000  |  
| | Less share issue costs          | -                |   | (101,234   | )
| | Reallocation from contributed   |                  |   |            |  
| | surplus on exercise of options  | -                |   | 10,212     |  
| |                                
| | Balance  June 30, 2008         | 57,886,620       | $ | 52,884,860 |  

14

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|7. | SHARE CAPITAL AND RELATED INFORMATION(continued)
|-- | ------------------------------------------------

|c) | Warrants
|-- | --------

| |                             | 2008      | 2007       |   | 2006       |  
| | --------------------------- | --------- | ---------- | - | ---------- | -
| |                            
| | Balance - beginning of year | -         | 1,566,666  |   | 2,355,712  |  
| | Issued                      | 4,000,000 | -          |   | 1,666,666  |  
| | Expired                     | -         | -          |   | (4,020     | )
| | Exercised                   | -         | (1,566,666 | ) | (2,451,692 | )
| | Balance - end of year       | 4,000,000 | -          |   | 1,566,666  |  

|d) | Stock Options
|-- | -------------

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 will vest in accordance with the determination of the Board of Directors, generally 1/3 on the date of grant and an additional 1/3 at the end of each nine month period thereafter.

Summary of stock option activity:

| |                            | 2008        | 2007 |   |                | 2006        |  
| | -------------------------- | ----------- | ---- | - | -------------- | ----------- | -----
| |                            | Options     |      |   | Weighted       | Options     |      
| |                            | Outstanding |      |   | average        | Outstanding |      
| |                            |             |      |   | exercise price |             |      
| |                           
| | Balance, beginning of year | 2,695,000   |      | $ | 1.66           | 3,402,800   |      
| | Granted                    | 1,365,000   |      |   | 0.81           | 1,125,000   |      
| | Exercised                  | (463,000    | )    |   | 0.46           | (742,032    | )    
| | Forfeited/expired          | (465,000    | )    |   | 1.85           | (1,090,768  | )    
| | Balance, end of year       | 3,132,000   |      | $ | 1.44           | 2,695,000   |      
| |                           
| | Exercisable, end of year   | 2,220,333   |      | $ | 1.61           | 2,061,666   |      

15

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|7. | SHARE CAPITAL AND RELATED INFORMATION(continued)
|-- | ------------------------------------------------

|d) | Stock Options(continued)
|-- | ------------------------

Stock options outstanding and exercisable at June 30, 2008 are as follows:

| |   | Exercise | Number      | Number      | Expiry        
| | - | -------- | ----------- | ----------- | --------------
| |   | price    | outstanding | exercisable | date          
| |  
| | $ | 0.73     | 230,000     | 230,000     | August 2008   
| |   | 2.05     | 75,000      | 75,000      | January 2009  
| |   | 2.14     | 365,000     | 365,000     | October 2009  
| |   | 1.80     | 25,000      | 25,000      | December 2009 
| |   | 1.65     | 190,000     | 190,000     | September 2010
| |   | 1.50     | 50,000      | 50,000      | December 2010 
| |   | 2.40     | 150,000     | 150,000     | July 2011     
| |   | 2.59     | 175,000     | 175,000     | November 2011 
| |   | 2.67     | 50,000      | 50,000      | December 2011 
| |   | 1.95     | 470,000     | 313,333     | April 2012    
| |   | 0.85     | 52,000      | 30,333      | September 2012
| |   | 0.86     | 400,000     | 266,667     | September 2012
| |   | 0.78     | 400,000     | 133,333     | November 2012 
| |   | 0.79     | 500,000     | 166,667     | February 2013 
| |   |          | 3,132,000   | 2,220,333   |               

|e) | Private Placements
|-- | ------------------

On August 26, 2005, Kimber closed a non-brokered private placement for 3,333,332 units at $1.50 per unit. Each unit consists of one common share and half of one non-transferable share purchase warrant. One whole warrant entitles the holder to purchase an additional common share at a price of $1.80 until February 26, 2007. There was a finders fee of $40,000 paid on behalf of one of the investors.

On March 1, 2006, Kimber closed brokered and non-brokered private placements of a total of 7,047,500 common shares at a price of $2.00 for gross proceeds of $14,095,000. Puplava Securities Inc. ("PSI") of San Diego, California acted as agent for the brokered private placement and Dr. Leanne Baker, a Director of Kimber and Managing Director of Investor Resources LLC, acted as a consultant in the United States. Kimber paid cash commissions of 5.5% on the brokered placements. Mr. James Puplava, a Director and major shareholder of Kimber, and a principal of PSI, did not acquire shares through the placement. The non-brokered private placement was to institutional and accredited investors in Canada and offshore. Blackmont Capital Inc., Canaccord Capital Corp., and PSI received finder's fees of 5.5% of the proceeds raised on certain placements. The total commissions and finder's fees paid on both the brokered and non-brokered placements was $428,725. No warrants were issued to investors or agents in connection with the offering.

On March 11, 2008 Kimber closed a non-brokered private placement of 8,000,000 units raising gross proceeds of $6 million. Each unit was priced at $0.75 and consisted of one common share plus one half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $1.25 per warrant for a period of 24 months from the date on which the units were issued.

16

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|8. | CONTRIBUTED SURPLUS AND STOCK-BASED COMPENSATION
|-- | ------------------------------------------------

The weighted average fair value of stock options granted is discussed below and estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

| |                                  |   | 2008          |   | 2007          |   | 2006         
| | -------------------------------- | - | ------------- | - | ------------- | - | -------------
| | Grant date fair value of options | $ | 0.33  0.36   | $ | 0.78  1.17   | $ | 0.48  0.57  
| | Risk-free interest rate          |   | 3.1  4.25%   |   | 3.9  4.2%    |   | 3.2  3.3%   
| | Estimated share price volatility |   | 56 - 59%      |   | 57 - 64%      |   | 41 - 45%     
| | Expected lives                   |   | 1.5 - 5 years |   | 1.5 - 5 years |   | 1.5 - 5 years

Option pricing models require the use of estimates and assumptions including the expected volatility and expected life. Changes in these underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide a reliable measure of the fair value of Kimbers stock options.

Contributed Surplus

Contributed surplus is comprised as follows:

| | Balance - June 30, 2005                            | $ | 1,366,406 |  
| | -------------------------------------------------- | - | --------- | -
| |                                                   
| | Options granted                                    |   | 760,324   |  
| | Share options exercised, transfer to share capital |   | (329,877  | )
| | Balance - June 30, 2006                            |   | 1,796,853 |  
| |                                                   
| | Options granted                                    |   | 527,957   |  
| | Share options exercised, transfer to share capital |   | (354,425  | )
| | Balance - June 30, 2007                            |   | 1,970,385 |  
| |                                                   
| | Options granted                                    |   | 728,939   |  
| | Share options exercised, transfer to share capital |   | (10,212   | )
| | Balance - June 30, 2008                            | $ | 2,689,112 |  

For stock options granted and not vested, compensation expense is recognizable in future periods as follows:

| | June 30, 2009 | $ | 149,963
| | ------------- | - | -------
| | June 30, 2010 |   | 9,041  
| |               | $ | 159,004

|9. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Unless otherwise stated, related party transactions are measured at the exchange amount, being the amount of consideration established and agreed to by the related parties. Amounts due to or from related parties are unsecured, non-interest bearing and are due on demand.

17

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|9. | RELATED PARTY TRANSACTIONS(continued)
|-- | -------------------------------------

|a) | Under settlement agreements dated April 26, 2007, Kimber settled all claims which Robert V. Longe, former President, CEO and Director, and Michael E. Hoole, VP and Secretary, may have with respect to Change of Control Agreements with each of them dated January 13, 2004. Pursuant to the settlement agreement with Mr. Longe, Kimber agreed to pay him $339,657 plus unused vacation upon retirement on or before October 31, 2007. Mr. Longe subsequently retired on October 31, 2007. On December 14, 2007 Kimber paid Mr. Longe $170,000 plus unused vacation. The balance of $169,657 was paid to Mr. Longe on March 17, 2008.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Pursuant to the settlement agreement with Mr. Hoole, it had been agreed that Mr. Hoole would remain as Vice President and Secretary of Kimber until his date of termination as an officer on or before February 28, 2008 and he would be paid $339,657 by way of salary continuance from May 1, 2007 until he ceased to be an officer and employee of Kimber with the balance payable at that time. Mr. Hoole resigned on February 28, 2008, and the total outstanding amount of $203,147 was paid to Mr. Hoole on March 14, 2008.                                                                                                      
|  
|b) | During the year ended June 30, 2008, fees of $178,502 were paid to J.B. Engineering Ltd (2007 - $155,967). Mr. Richards, a principal of J.B. Engineering Ltd., was an officer of Kimber until his resignation on January 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|c) | During 2006, commissions of $234,850 were paid to Puplava Securities Inc. (PSI). James Puplava, a principal at PSI and Dr. Leanne Baker, a registered representative with PSI are Directors of Kimber.                                                                                                                                                                                                                                                                                                                                                                                                                                
|  

|10. | INCOME TAXES
|--- | ------------

Future income tax assets and liabilities of Kimber as at June 30, 2008 and 2007 are as follows:

| |                                           |   | 2008       |   |   | 2007       |  
| | ----------------------------------------- | - | ---------- | - | - | ---------- | -
| | Future income tax assets                  |   |            |   |   |            |  
| |                                          
| | Losses carried forward                    | $ | 12,806,000 |   | $ | 10,029,000 |  
| | Share issue costs                         |   | 107,000    |   |   | 185,000    |  
| | Other                                     |   | 28,000     |   |   | 26,000     |  
| |                                           |   | 12,941,000 |   |   | 10,240,000 |  
| | Future income tax liability               |   |            |   |   |            |  
| |                                          
| | Unproven mineral property right interests | $ | (8,443,000 | ) | $ | (8,641,000 | )
| |                                          
| |                                           |   | 4,498,000  |   |   | 1,599,000  |  
| | Valuation allowance                       |   | (4,498,000 | ) |   | (1,599,000 | )
| |                                          
| | Net future income tax assets              | $ | -          |   | $ | -          |  

The recovery of income taxes shown in the consolidated statements of operations and deficit differs from the amounts obtained by applying statutory rates to the loss before provision for income taxes due to the following:

18

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|10. | INCOME TAXES(continued)
|--- | -----------------------

| |                                                 |   | 2008       |   |   | 2007       |  
| | ----------------------------------------------- | - | ---------- | - | - | ---------- | -
| | Income tax rate reconciliation                  |   |            |   |   |            |  
| |                                                
| | Combined federal and provincial income tax rate |   | 32.81      | % |   | 34.12      | %
| |                                                
| | Expected income tax recovery                    | $ | (964,000   | ) | $ | (1,301,000 | )
| | Effect of:                                      |   |            |   |   |            |  
| | Change in tax rates                             |   | 515,000    |   |   | -          |  
| | Change in estimated loss carry forwards         |   | (2,910,000 | ) |   | -          |  
| | Non deductible expenses and other               |   | 460,000    |   |   | 165,000    |  
| | Change in valuation allowance                   |   | 2,899,000  |   |   | 1,136,000  |  
| |                                                
| | Actual income tax recovery                      | $ | -          |   | $ | -          |  

At June 30, 2008, Kimber had non-capital losses of approximately $10,548,000 in Canada (which expire between 2009 and 2028) and $35,928,000 in Mexico (which expire between 2010 and 2017) available to reduce taxable income earned during future years. The potential future tax benefits relating to these amounts have not been reflected in the financial statements as their utilization is currently not considered more likely than not of realization.

|11. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------

|a) | Operating Lease
|-- | ---------------

Kimber leases its premises in Vancouver under an operating lease which expires in the fiscal year ending June 30, 2011. Kimber is obligated to make the following basic rent payments under its operating lease in each of the fiscal years ending:

| |  | June 30, 2009 | $ | 85,163 
| |  | ------------- | - | -------
| |  | June 30, 2010 |   | 87,872 
| |  | June 30, 2011 |   | 53,500 
| |  |               | $ | 226,535

In addition, Kimber has the obligation to pay its proportionate share of operating costs and taxes for the building.

|b) | Contingent liability
|-- | --------------------

On September 12, 2006 an employee of Minera Monterde, S. de R.L. de C.V., a subsidiary of Kimber, was involved in a road collision with a group of cyclists while driving a truck owned by the subsidiary. $89,401 was paid in December 2006 to the Mexican authorities in respect of this matter. Kimber believes it is unlikely that there will be any further payments required in relation to this incident but has not yet received formal releases from all potential claimants.

19

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|**12.** | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) | 
|------- | ---------------------------------------------------------------------------------------------- | 

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). A description of United States generally accepted accounting principles and practices prescribed by the US Securities and Exchange Commission (collectively US GAAP) that result in material measurement differences from Canadian GAAP are as follows:

| | (a) Unproven mineral right interests
| | ------------------------------------

Under Canadian GAAP, mineral exploration expenditures can be deferred on prospective mineral rights until mine development and construction commences at which time such costs form part of the mineral property costs and are amortized over the life of the mine. If the property or rights are abandoned, the mineral right interest is written off. For Canadian GAAP purposes, Kimbers policy is to capitalize all expenditures associated with the prospective properties and rights including payments made to maintain Kimbers right to explore these properties and earn its future rights and options to acquire these concessions once all requirements under the option agreements have been satisfied. In addition, Kimber includes proceeds from property option payments received by Kimber in unproven mineral right interests.

Under US GAAP, expenditures incurred to acquire an interest in a mineral property or concessions are capitalized. However, under US GAAP all exploration expenditures are expensed as incurred. In addition, proceeds from property option payments received would be included in other income. Accordingly, as at June 30, 2008 and 2007, unproven mineral right interests would have been reduced by $34,519,661 and $29,424,020, respectively and for the years ended June 30, 2008, 2007 and 2007, exploration expenses and net loss would have increased by $5,095,641, $9,919,560 and $9,404,050, respectively.

Under US GAAP proceeds from property option payments would be included in other income. Since no option payments have been received during the reporting period, there is no difference between Canadian and US GAAP.

For Canadian GAAP, cash flows relating to mineral property costs are reported as investing activities. For US GAAP, these costs would be characterized as operating activities.

| | (b) Share units
| | ---------------

Under Canadian GAAP, the proceeds received on issuance of units, consisting of common shares and warrants, are not required to be allocated to the individual common share and warrant components when the instruments and its components are all determined to be equity instruments. Under US GAAP, Kimber is required to allocate the proceeds received on unit offerings to the individual common share and warrant components on a relative fair value basis when both components are determined to be equity classified. The fair value of the share purchase warrants issued in 2008 was determined using the Black-Scholes method based on the following factors:

20

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|**12.** | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(continued) | 
|------- | --------------------------------------------------------------------------------------------------------- | 

| | (b) Share Units(continued)
| | --------------------------

| | Risk-free interest rate   | 2.63%    
| | ------------------------- | ---------
| | Expected dividend yield   | 0%       
| | Stock price volatility    | 64.88%   
| | Expected life of warrants | 2.0 years

The weighted average fair value of warrants granted during the year ended June 30, 2008 was $0.38 per warrant.

Under US GAAP, share capital would be reduced and contributed surplus would be increased by $1,527,514 at June 30, 2008 to reflect the amount assigned to the warrants. Warrants issued in connection with unit offerings in prior periods were exercised prior to June 30, 2007. Accordingly, no adjustment is required as at June 30, 2007.

| | (c) Income taxes
| | ----------------

Under Canadian GAAP, future tax assets and liabilities are recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets and liabilities are recorded at enacted tax rates. There were no significant differences between enacted and substantively enacted tax rates for any of the periods presented.

In 2006, FASB issued FIN 48,Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109.This interpretation prescribes a recognition threshold and measurement criteria for the financial statement recognition of a tax position taken or expected to be taken in a tax return. This interpretation was effective for Kimber on July 1, 2007. Kimber is required to determine whether it is more likely than not that a tax position will be sustained upon examination and such positions that meet this threshold will be measured at the most likely amount to be realized upon settlement. Kimber has reviewed its tax positions and determined that the application of FIN 48 does not result in any material adjustment for US GAAP purposes.

| | (d)Stock-based compensation
| | ---------------------------

For US GAAP purposes, Kimber accounts for stock-based compensation associated with stock options under Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment("SFAS 123(R)). SFAS 123(R) requires that all share-based payments to employees, including grants of employee stock options, be recognized in results from operations based on the fair values of options expected to vest. In calculating compensation to be recognized, SFAS 123(R) requires Kimber to estimate forfeitures. For Canadian GAAP, Kimber accounts for forfeitures as they occur. The effect of forfeitures is not material. Accordingly no adjustments for any of the periods were required.

For Canadian GAAP purposes, Kimber presents the amount of stock-based compensation recognized in the year as a separate line item in the statement of operations. For US GAAP purposes, stock-based compensation is included in the line item where other related employee costs such as salary are recognized, which for Kimber is principally Salaries and benefits.

21

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|**12.** | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(continued) | 
|------- | --------------------------------------------------------------------------------------------------------- | 

| | (e)Development stage company
| | ----------------------------

Pursuant to US GAAP, Kimber would be subject to the disclosure requirements applicable to a development stage enterprise as Kimber is devoting its efforts to establishing commercially viable mineral properties. However, the identification of Kimber as such for accounting purposes does not impact the measurement principles applied to these financial statements.

| | (f)Consolidated statements of cash flows
| | ----------------------------------------

Kimber has included a subtotal in cash flows from operating activities. Under US GAAP, no such subtotal would be disclosed.

| | (g)Reconciliation
| | -----------------

The effect of the above differences between Canadian GAAP and US GAAP on the significant captions on Kimbers balance sheets, statements of operations and statements of cash flows is summarized as follows.

|      |                                              |   |             |   |      | For the years ended |      |   |            
|----- | -------------------------------------------- | - | ----------- | - | ---- | ------------------- | ---- | - | -----------
|      |                                              |   |             |   |      | June 30,            |      |   |            
|      |                                              |   | 2008        |   | 2007 |                     | 2006
|     
|(i)   | Operations                                   |   |             |   |      |                     |      |   |            
|      | Net loss - Canadian GAAP                     | $ | (2,937,925  | ) | $    | (3,813,938          | )    | $ | (2,363,420 
|      | Unproven Mineral Right Interests expensed    |   |             |   |      |                     |      |   |            
|      | under U.S. GAAP                              |   | (5,095,641  | ) |      | (9,919,560          | )    |   | (9,404,050 
|      | Net loss and comprehensive loss - U.S. GAAP  | $ | (8,033,566  | ) | $    | (13,733,498         | )    | $ | (11,767,470
|      | Net loss per share, basic and diluted - U.S. |   |             |   |      |                     |      |   |            
|      | GAAP                                         | $ | 0.15        |   | $    | 0.29                |      | $ | 0.29       
|     
|(ii)  | Deficit                                      |   |             |   |      |                     |      |   |            
|      | Closing deficit - Canadian GAAP              | $ | (13,477,772 | ) | $    | (10,539,847         | )    | $ | (6,725,909 
|      | Adjustment to deficit for accumulated        |   |             |   |      |                     |      |   |            
|      | Unproven Mineral Right Interests expensed    |   |             |   |      |                     |      |   |            
|      | under U.S GAAP                               |   | (34,519,661 | ) |      | (29,424,020         | )    |   | (19,504,460
|      | Closing deficit - U.S. GAAP                  | $ | (47,997,433 | ) | $    | (39,963,867         | )    | $ | (26,230,369
|     
|(iii) | **Cash Flows  Operating Activities**        |   |             |   |      |                     |      |   |            
|      | Cash applied to operations - Canadian GAAP   | $ | (3,104,419  | ) | $    | (2,206,059          | )    | $ | (1,509,174 
|      | Add net loss - Canadian GAAP                 |   | 2,937,925   |   |      | 3,813,938           |      |   | 2,363,420  
|      | Less net loss - U.S. GAAP                    |   | (8,033,566  | ) |      | (13,733,498         | )    |   | (11,767,470
|      | Cash applied to operations - U.S. GAAP       | $ | (8,200,060  | ) | $    | (12,125,619         | )    | $ | (10,913,224
|     
|(iv)  | Cash Flows  Investing Activities            |   |             |   |      |                     |      |   |            
|      | Cash applied - Canadian GAAP                 | $ | (5,245,757  | ) | $    | (11,101,264         | )    | $ | (10,316,513
|      | Add Unproven Mineral Right Interests         |   |             |   |      |                     |      |   |            
|      | expensed - U.S. GAAP                         |   | 5,095,641   |   |      | 9,919,560           |      |   | 9,404,050  
|      | Cash applied under U.S. GAAP                 | $ | (150,116    | ) | $    | (1,181,704          | )    | $ | (912,463   

In addition, as at June 30, 2008 and 2007, unproven mineral right interests would have been $2,815,935 and $2,752,945 respectively. As at June 30, 2008, share capital would have been $51,357,346 and contributed surplus would have been $4,085,130.

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|12. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY **ACCEPTED ACCOUNTING PRINCIPLES (GAAP)**(continued)
|--- | -------------------------------------------------------------------------------------------------------------

| | (h) Recently issued accounting standards
| | ----------------------------------------

| |  | (i)   | In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,Fair Value Measurement to define fair value, to establish a framework for determining fair value measurements that are already required or permitted under current accounting standards and to expand disclosures about fair value measurements. The statement only applies to fair value and is effective for Kimber for its fiscal years beginning July 1, 2008. Kimber does not expect the adoption of SFAS 157 to have a significant effect on Kimbers results of operations or financial position.                                                                                                                                                                                              
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      
| |  | (ii)  | In February, 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities. This statement permits entities the option to measure financial instruments at fair value (fair value option) thereby achieving an offsetting effect for accounting purposes for certain changes in fair value of certain related assets and liabilities without having to apply hedge accounting. The statement only applies to fair value and is effective for Kimber for its fiscal years beginning July 1, 2008. Retrospective application to fiscal years preceding the effective date (or early adoption date) is prohibited. Kimber does not expect the adoption of SFAS 159 to have a significant effect on Kimbers results of operations or financial position.
| |  |      
| |  | (iii) | In December 2007, the FASB issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.This statement specifies that non- controlling interests are to be treated as a separate component of equity, with increases and decreases in the parents ownership interest as capital transactions. This standard requires net income and comprehensive income to be displayed for both the controlling and the non- controlling interests. Additional required disclosures and reconciliations include a separate schedule that shows the effects of any transactions with the non-controlling interests on the equity attributable to the controlling interest.                                                                                     
| |  |      
| |  |       | The statement is effective for Kimber for years beginning on July 1, 2009. Kimber does not expect the adoption of SFAS 160 to have a significant effect on Kimbers results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |      
| |  | (iv)  | In December 2007, the FASB issued SFAS 141(R),Business combinations. The major changes to accounting for business combinations are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

- all business acquisitions would be measured at fair value
- most acquisition-related costs would be recognized as expenses as incurred (they would no longer be part of the purchase consideration)
- non-controlling interests would be measured at fair value at the date of acquisition (i.e., 100% of the assets and liabilities would be measured at fair value even when an acquisition is less than 100%)
- goodwill, if any, arising on a business combination reflects the excess of the fair value of the acquiree, as a whole, over the net amount of the recognized identifiable assets acquired and liabilities assumed. Goodwill is allocated to the acquirer and the non-controlling interest.

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|KIMBER RESOURCES INC.Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2008, 2007 and 2006(stated in Canadian dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|12. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY **ACCEPTED ACCOUNTING PRINCIPLES (GAAP)**(continued)
|--- | -------------------------------------------------------------------------------------------------------------

| |  |     | The statement is effective for Kimber for business combination transactions occurring in periods beginning on July 1, 2009. Kimber does not expect the adoption of SFAS 141(R) to have a significant effect on Kimbers results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    
| |  | (v) | In June 2008, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a conclusion in EITF 07-05 that an equity-linked financial instrument would not be considered indexed to Kimbers own stock if the strike price is denominated in a currency other than the issuers functional currency. The determination of whether an equity- linked financial instrument is indexed to an entities own stock is not affected by the currency or currencies in which the underlying shares trade. This guidance is effective for Kimber for years beginning on July 1, 2009. Kimber does not expect the adoption of EITF 07-05 to have a significant effect on Kimbers results of operations or financial position.
| |  |    

|13. | SUBSEQUENT EVENT
|--- | ----------------

On September 18, 2008 Kimber had accepted all subscription agreements and received all funds for a non-brokered private placement of 4,000,000 units at $1.25 per unit to raise $5.0 million. Each unit consisted of one common share plus one half of one non transferable common share purchase warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $1.80 per warrant share for a period of 24 months from the date on which the units are issued. At September 18, 2008 closing of this financing was pending final approval of the listing of the additional shares by the American Stock Exchange, conditional approval having been received from the Toronto Stock Exchange.

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Kimber Resources Inc.

Managements Discussion and Analysis

Report for the year ended June 30, 2008



The following managements discussion and analysis of Kimber Resources Inc.s (Kimber) financial position is for the year ended June 30, 2008 compared to June 30, 2007 and covers information up to the date of this report. This discussion should be read in conjunction with the attached financial statements and related Notes to the Consolidated Financial Statements which have been prepared in accordance with Canadian generally accepted accounting principles (GAAP).  This discussion and analysis 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 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, 2008.



Introduction



Kimber Resources Inc. is a Canadian-based company principally engaged in the exploration of the Monterde gold-silver property (the Property) located in the Monterde Mining District in the state of Chihuahua, Mexico. Kimbers primary targets are economic deposits of gold and silver. Kimbers policy currently allocates the greater part of its funds to exploring for additional gold-silver resources on its principal asset, the Monterde Property. In addition to drilling exploration targets for additional gold and silver resources, Kimber is advancing the Monterde deposit so that its full value can be recognized.



Results of Operations



Kimbers net loss for the fiscal year ended June 30, 2008 was $2,937,925 or $0.06 per common share compared with $3,813,938 or $0.08 loss per share for the same period ended June 30, 2007. Kimbers net loss for the year decreased by $876,013 compared to the previous year, due mainly to the reduction in salary and benefit expenses (see below).



In accordance with accounting standards issued by the Canadian Institute of Chartered Accountants, Kimber recorded a stock based compensation expense of $728,939 ($527,957 in 2007) on 1,365,000 stock options vested and accruing during the year. This is a non-cash expense and does not affect Kimbers operations. Without this non-cash expense, Kimber would have recorded a loss of $2,208,986 or $0.04 loss per share during the year.



During the fiscal year ended June 30, 2008 Kimber incurred expenditures of $5,158,631 on its mineral properties; $62,990 for property acquisition payments and exploration expenditures of $5,095,641. Drilling costs of $1,506,892 were the highest cost activity, representing 29% of expenditures, a decrease from 2007 ($3,272,194 or 31% in 2007) as a result of reduced drilling activity in the first and second quarters of the current year. Assay testing was $137,017 for the year ending June 30, 2008 ($1,353,120 in fiscal year ended June 30, 2007). Assay costs were incurred primarily during the last quarter of the current year during the active drill program at Monterde. Geological and geophysical expenditures were $1,314,680 or 25% of exploration expenditures in 2008 compared to $1,148,043 or 11% in 2007. Other significant cost categories in the fiscal year ending June 30, 2008 were engineering at $245,511 and field supplies at $255,805.





1





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Salary and benefit expenses decreased during the year ended June 30, 2008 to $1,088,480 from $1,840,643 in the year ended June 30, 2007. The decrease is due to the settlement agreements with former officers incurred in 2007, a lower number of administrative personnel and a reduction in fees paid to directors.



Legal, consulting and audit costs decreased to $532,207 for the year ended June 30, 2008 from $952,743 in the previous year. 2007 fees included legal fees for due diligence activities and fees for the now resolved proxy contest.



Investor relations and shareholder communications expenses of $69,894 (2007  $211,187) were reduced as there was reduced investor related travel and conference attendance.



Office and miscellaneous expenses increased during the year to $278,050 from $252,637 in 2007. The increase is mainly attributable to increased insurance costs and general office costs.



Rent expense for the head office increased to $188,003 in the year ended June 30, 2008 from $161,508 in the comparable period ended 2007 as the result of an increase in rent during the current year.



Kimber recorded a loss from foreign exchange of $8,516 during the year ended June 30, 2008 as compared to a loss of $10,701 in the period ended 2007. 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.



Selected Annual Information



The following information is for each of the three fiscal years ended June 30, 2008, 2007 and 2006:





|                                       |             |             |            
|-------------------------------------- | ----------- | ----------- | -----------
|                                       | 2008        | 2007        | 2006       
|Interest / investment income           | 173,193     | 415,493     | 295,962    
|Net loss                               | (2,937,925) | (3,813,938) | (2,363,420)
|Net loss per share  basic and diluted | (0.06)      | (0.08)      | (0.06)     
|Total assets                           | 42,911,957  | 39,508,524  | 39,260,405 
|Long-term liabilities                  | -           | -           | -          
|Dividends                              | -           | -           | -          





Kimbers income from interest and investments decreased during the current fiscal year due to lower amounts of cash and cash equivalents that were available for short-term investment. The net losses for Kimber in the fiscal years ended June 30, 2008 and 2007 include non-cash charges for stock-option compensation expenses of $728,939 in 2008 and $527,957 in 2007.



Kimbers net assets have increased over the fiscal periods mainly because of share capital proceeds raised through private placements and increased unproven mineral right interests expenditures capitalized during the years.





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Summary of Quarterly Results September 30, 2006 to June 30, 2008



|                |                     |                     |                     |                    
|--------------- | ------------------- | ------------------- | ------------------- | -------------------
|                | Q4
        Jun30/08 | Q3
        Mar31/08 | Q2
        Dec31/07 | Q1
        Sep30/07
|Interest income | 43,525              | 27,936              | 43,653              | 58,079             
|Total Loss      | (778,293)           | (658,884)           | (661,099)           | (839,649)          
|Loss per share  | (0.01)              | (0.01)              | (0.01)              | (0.02)             





|                |                     |                     |                     |                    
|--------------- | ------------------- | ------------------- | ------------------- | -------------------
|                | Q4
        Jun30/07 | Q3
        Mar31/07 | Q2
        Dec31/06 | Q1
        Sep30/06
|Interest income | 66,890              | 85,841              | 117,901             | 144,861            
|Total Loss      | (2,051,271)         | (606,468)           | (737,982)           | (418,217)          
|Loss per share  | (0.04)              | (0.01)              | (0.01)              | (0.01)             



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



Revenues for Kimber are for interest and gains received on cash or short-term investments (low-risk bankers acceptance notes that yield 2.8% to 4.0% on an annual basis) classified as cash.  Interest revenues fluctuate 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 received on cash balances.



Financial Condition



At June 30, 2008, Kimber had working capital of $4,142,653 (2007 - $5,371,675). Kimber has no long-term indebtedness or long-term obligations. The change in working capital is primarily the result of decreased available cash of $3,962,742 compared to the previous year (2007  $6,200,602). This cash decrease is due to the ongoing net expenditure. In the fiscal year ended June 30, 2008 Kimber received $6,000,000 from a non-brokered private placement and $213,550 from the exercise of 463,000 stock options.



Current liabilities decreased to $815,757 as at June 30, 2008 from $1,315,654 at June 30, 2007. This was primarily due to the payments of amounts due to former officers in respect of severance settlement agreements dated April 26, 2007.



Cash Flows



Kimber generates cash inflow from selling its shares either through financings or the exercise of existing stock options. There is a risk that these options may not be exercised if Kimbers share price falls below the exercise price due to market conditions.



Amounts receivable increased to $914,474 during the fiscal year ended June 30, 2008 from $429,481 in the previous year. The increase was due to the increased IVA Tax receivable from the Government of Mexico and a US$250,000 deposit receivable from the drilling company used in Mexico. Receivables for IVA, which is charged at 15% of expenditures in Mexico, increased during the year from $374,501 to $591,880, as a result of increased expenditures for the six months ended June 30, 2008.





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Prepaid expenses increased by $23,948 to $81,194 during the year, mainly due to an increase in advance payments for various insurance policies and prepaid annual filing fees paid to the Toronto Stock Exchange and American Stock Exchange.



Kimber made equipment purchases of $136,041 during the year ended June 30, 2008 including: $79,891 for the exploration camp and related equipment, $30,830 for computer equipment and software, $18,843 for camp vehicles and $6,477 for office fixtures and equipment.



Property acquisition costs of $62,990 were incurred for concession taxes on the Monterde Property ($43,454), the Setago Property ($6,628) and the Pericones Property ($12,908). Future acquisition expenditures on these staked concessions will be minimal as there are no property purchase payments required.



Share capital increased cash inflows by an aggregate of $6,213,550 through the issuance of 8,000,000 common shares issued by private placement, and 463,000 shares issued on the exercise of stock options during the fiscal year ended June 30, 2008.



Contractual Obligations



Kimber has no long-term debt and does not anticipate that it will require debt financing for current planned expenditures. 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 in the fiscal year ending June 30, 2011.  Kimber is obligated to make basic rent payments under its operating lease in each of the fiscal years from 2008 to 2011 totalling $226,535. 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, 2008, Kimber had cash and bankers acceptance notes totaling $2,620,234 (not including funds received in respect of the private placement- see Subsequent Event section below), $732,000 in receivables and an estimated $930,000 in accounts payable and accrued liabilities.



At present, management believes that it has sufficient financial resources to complete planned expenditures to the end of June 30, 2009. Kimber does not anticipate the payment of dividends in the foreseeable future.



Subsequent Event



On September 18, 2008 Kimber had accepted all subscription agreements and received all funds for a non-brokered private placement of 4,000,000 units at $1.25 per unit to raise $5.0 million. Each unit consisted of one common share plus one half of one non transferable common share purchase warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $1.80 per warrant share for a period of 24 months from the date on which the units are issued. At September 18, 2008 closing of this financing was pending final approval of the listing of the additional shares by the American Stock Exchange, conditional approval having been received from the Toronto Stock Exchange.





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Related Party Transactions



Unless otherwise stated, related party transactions are measured at the exchange amount, being the amount of consideration established and agreed to by the related parties (See Note 9 of the Notes to the Consolidated Financial Statements for full disclosure).



Mineral Properties



Monterde Property



The Monterde property, located in the Sierra Madre region of southwestern Chihuahua State, Mexico, is Kimbers principal asset. It covers 29,000 hectares in claims which stretch for 37 kilometres along the trend of mineralization. Access to the developed part of the property is by 230 km of paved highway from Chihuahua City followed by 35 km of logging road from San Rafael, where access to railroad facilities and electrical power is also available.



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. In its northern part, three mineral deposits, the Carmen, Carotare, and Veta Minitas have been developed to the point of having gold and silver mineral resources, most of them in the Measured and Indicated categories. Details of these resources are listed in the Annual Report, filed on SEDAR and EDGAR, and displayed on Kimbers website.



The principal deposit is the Carmen on which 595 holes have been drilled. Like many other gold-silver deposits in the Sierra Madre, it falls in the category of oxidized, low sulphidation, epithermal mineral deposits. There are two satellite deposits: the Veta Minitas which is 250 metres south-west of Carmen, and the Carotare, two kilometres to the west of Carmen.



Monterde  El Carmen



During April 2008 a diamond drill rig capable of drilling in excess of 800 metres was mobilized to the Monterde property. A total of 18 holes were completed between April and July 2008 including two holes for grade comparison with previous reverse circulation drill holes. A total of 8,023 metres of core was drilled at Carmen between April and July 2008. The principal objective of the drilling was to test for the down dip continuity of mineralization at Carmen.



The results of a number of the holes drilled in the 2008 program at Carmen showed that high-grade gold-silver mineralization was intercepted on certain sections at considerably greater depths than previously drilled. Full details of all significant drill results can be seen in the press releases issued between June and September 2008.



Aside from drilling during 2008, the principal focus on the Carmen deposit has been to compile all geologic data (from drill holes, mapping and sampling) so that greater detail can be applied to resource estimates (for both open pit and underground mining) and to the distribution of high and low recovery zones for silver within the deposit. This definitive geologic compilation and the accompanying interpretation are pre-requisites for the next resource estimates and for all economic studies to follow.



The analysis of the complete drill data, combined with modeling of the geology of the deposit at Carmen, will continue over the remainder of 2008, with a workplan to be finalized.





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Monterde - Veta Minitas



Veta Minitas is located approximately 250 metres south-west of the Kimber's Carmen gold-silver deposit on the Monterde property. The Veta Minitas area is underlain by felsic volcanic tuffs, breccias and intrusive rocks, with minor andesite flows; the same package of rocks hosting the Carmen deposit. The Veta Minitas mineralization occurs in shear zones within the felsic volcanic package, and is characterized by strong oxidation and silicification. The mineralization occurs in two main zones, known as Central and East.



To date 13,389 metres and 61 holes have been drilled on Veta Minitas. The two holes drilled  at Veta Minitas by diamond drills in July 2008, for a total of 936 metres, were designed to drill test the Central mineralized zone at depth and then to continue down to the East zone, which has been tested in three previous holes. The East zone is a gold-enriched system (relative to the Central zone) that does not extend to surface. The results of the 2008 drilling, on top of those from 2006, suggest good vertical continuity of the two systems, with increasing gold to silver ratios to depth. A follow-up drill program in 2009 is being planned to test the lateral continuity of the two systems at Veta Minitas.



A model of the geology and mineralization at Veta Minitas is being prepared at present.



Monterde - Carotare



85 holes using RC and diamond core drills, totaling 18,209 metres, have been drilled on Carotare to date.  The Carotare deposit occurs approximately 800 metres statigraphically below El Carmen  and is hosted in the tuff breccia (TxTl) which hosts a significant portion of the El Carmen deposit. Mineralization is characterized by high grade gold associated with base metal sulphide mineralization. A significant zone of high grade mineralization has been discovered on the central part of the grid and future drilling is likely warranted to extend this mineralization. A model of the geology and mineralization at Carotare is being completed to provide the basis for assessment and development of a workplan for Carotare.



Monterde - Arimo



The Arimo target lies approximately 3 kilometres southwest of Carmen and occurs on a northwest trending fault. The Arimo and Cerrro la Mina areas show weak gold and silver mineralization as well as elevated levels of mercury typical of epithermal gold and silver deposits. The fault occurs at the contact between underlying andesitic tuff and overlying felsic tuffs and breccias. The fault is filled with brecciated and silica cemented material with fine-grained sulphides locally. Moderate propyllitic alteration is associated with the footwall andesites. A drilling program consisting of 1,615 metres in 9 core holes was completed in April 2008 with no significant results. No further work is planned for the Arimo prospect at this time.





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Monterde - Cerro la Mina



The Cerro la Mina target lies approximately 2 kilometres west southwest of Carmen and approximately 1.5 kilometres north of Arimo. The area is characterized by large outcrops of silica-rich breccia with elevated levels of mercury. It is interpreted that the Cerro la Mina structure is a related, parallel structure to that at Arimo and formed under similar tectonic stresses and at or near the same time as Arimo. A program of 1,005 metres of core in 3 holes was completed in May 2008 with no significant results. No further work is planned on the Cerro la Mina prospect at this time.



Pericones



Pericones is located approximately 100 kilometres southwest of Mexico City in a belt that is well known for silver veins, some of which have been mined. Previous work by Kimber returned significant silver grades and work in 2008 has returned very encouraging results. The 100% owned Pericones Property was originally 6,300 hectares in size. An additional concession was granted to Kimber in 2007 and the Pericones Property now comprises 11,890 hectares. The Pericones Property was acquired through staking and covers areas of sedimentary and volcanic rock.  Kimbers acquisition of Pericones was first announced in October 2006. Although staked earlier, Kimber waited to announce it until title could be fully secured.



There are four principal areas of alteration, mineralization and old workings identified so far, Plaza de Gallos, Aguacate, Tejamanil and El Cirian. Plaza de Gallos consists of a three by three metres wide adit at least 100 metres in length. The mineralized structure averages two metres in width and consists of brecciated silica cemented by later silica, carbonates and clay minerals. Sulphides within the vein range up to 2% of the siliceous material and are dominated by fine-grained pyrite with traces of sphalerite and chalcopyrite. Wall rocks are variably altered with the most common alteration products being pervasive chlorite and calcite. The Aguacate target comprises a 1.6 kilometre long shear zone with numerous mineralized bodies at low angles to the regional shear, several of which have had a significant amount of material mined. The Tejamanil area is characterized by two subparallel shear zones hosted in altered volcanic rocks. The El Cirian area is characterized by a wide, sulphidic shear zone hosted in sedimentary rocks.



A program of rock sampling, prospecting and alteration mapping was initiated in March 2008. The initial focus of this work is the Plaza de Gallos mine and surrounding area. Concurrently mapping of the main shear zone at Aguacate as well as sampling of associated mineralized zones at Cirian and Tejamanil will be undertaken.



Subject to completion of the initial geological assessment and receipt of all analyses of Pericones and receipt of all necessary permits and approvals a drill program at Pericones is being prepared.



Setago



The 100% owned Setago Property, which consists of 3 concessions totalling 10,068 hectares, lies approximately 24 kilometres to the west of Monterde. The Setago Property covers well-altered tertiary volcanics of the Upper Volcanic Series (similar to Monterde). Alteration types include argillic, alunitic, pyrophyllitic and silicification, together with siliceous breccias, quartz vein stockworks and extensive iron oxide. Kimbers geological team in Mexico completed a limited mapping and sampling program on the Setago Property in July 2003 resulting in the identification of anomalous gold values.  Follow-up reconnaissance work, consisting of mapping and sampling carried out during the first half of 2007, identified areas of potential epithermal gold-silver and possible polymetallic deposits.  Several prominent colour anomalies have been noted. Colour anomalies of the types noted at Setago are often associated with epithermal gold and silver deposits in Mexico.



A program of geologic mapping, sampling and prospecting is expected to be initiated over the next six to nine months.





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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, 2008.



Off-Balance Sheet Arrangements



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



Financial and Other Instruments



Kimber maintains the majority of its cash balances in Canadian dollars and converts them to United States dollars or Mexican Pesos when payments are required.  No hedging has been undertaken to date as management has viewed the Canadian dollar as the stronger currency in recent years. NO FUNDS HAVE BEEN INVESTED IN ASSET-BACKED COMMERCIAL PAPER. All Funds are invested in cash and bankers acceptance notes with Schedule 1 Canadian banks.



Kimbers financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, the fair value of which approximates their carrying value due to the short term to maturity.



Legal Proceedings



Kimber and its subsidiaries are not parties to any legal proceedings and have no contingent liabilities, except as follows:



On September 12, 2006 an employee of Minera Monterde, S. de R.L. de C.V., a subsidiary of Kimber Resources Inc., was involved in a road collision with a group of cyclists while driving a truck owned by the subsidiary. $89,401 was paid in December 2006 to the Mexican authorities in respect of this matter.  Kimber does not believe that there will be any further legal liability in relation to this incident but has not yet received formal releases from all potential claimants.



Adoption of new accounting standards



Effective July 1, 2007, Kimber adopted the new recommendations of the Canadian Institute of Chartered Accountants (CICA) under CICA Handbook, Section 1506, Accounting Changes, Section 1530, Comprehensive Income, Section 3251, Equity, Section 3855, Financial Instruments  Recognition and Measurement, Section 3861, Financial Instruments  Disclosure and Presentation and Section 3865, Hedges.





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These new Handbook Sections provide requirements for reporting accounting changes, reporting comprehensive income, the presentation of equity, the recognition and measurement of financial instruments, and on the use of hedge accounting.



Section 1506 prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors.  Kimber has not made any voluntary changes in accounting principles, changed significant estimates or corrected errors since the adoption of Section 1506.



Section 1530 establishes standards for the reporting of comprehensive income, defined as the change in equity from transactions and other events from non-owner sources, and includes items that would not normally be included in results from operations. Kimber has not had any changes in equity from non-owner sources. Accordingly, for Kimber comprehensive loss is the same as net loss.



Section 3251 establishes standards for the presentation of equity and changes in equity. Required disclosures are included throughout these financial statements.



Under Section 3855, all financial instruments are to be measured at fair value except for loans and receivables, held to maturity investments and other financial liabilities not held for trading, which are to be measured at amortized cost.



Section 3861 establishes standards for presentation and disclosure of financial instruments and non-financial derivatives. Under these new standards, all financial instruments are classified into one of the following five categories: held for trading, held to maturity investments, loans and receivables, available for sale assets or other financial liabilities.Kimber has designated its cash and cash equivalents as held for trading, which are measured at fair value. Amounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.



Section 3865 establishes standards for when and how hedge accounting may be applied. Kimber has not designated any agreements as hedges. The adoption of Sections 3855, 3861 and 3865 had no impact on Kimbers financial statements.



Recent accounting pronouncements



In December 2006, the CICA issued Section 3862, Financial instruments - Disclosures and Section 3863, Financial Instruments - Presentation.  Generally, the new sections replace Section 3861, Financial Instruments - Disclosure and Presentation.  These sections establish standards for the presentation of financial instruments and non-financial derivatives and identify the information that should be disclosed about them. Both sections are effective for Kimber on July 1, 2008 and are expected to result in more extensive disclosures in Kimbers annual and interim financial statements.



In December 2006, the CICA issued Section 1535 of the CICA Handbook, Capital Disclosures, which establishes standards for disclosing information about an entitys capital and how it is managed.  This section is effective for Kimber on July 1, 2008 and is expected to result in more extensive disclosures in Kimbers annual and interim financial statements.







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In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs.  Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and the recognition, measurement and presentation of intangible assets.  Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.  This section is effective for Kimber on July 1, 2009.  Kimber is currently evaluating the impact of the adoption of this new standard on the recognition, measurement, presentation and disclosure of its unproven mineral right interests in the consolidated financial statements.

In May 2007, the Accounting Standards Board (AcSB) amended Section 1400, General Standards of Financial Statement Presentation, to change the guidance related to managements responsibility to assess the ability of the entity to continue as a going concern.  Management is required to make an assessment of an entitys ability to continue as a going concern and should take into account all available information about the future, which is at least, but is not limited to, 12 months from the balance sheet date.  Disclosure is required of material uncertainties related to events or conditions that may cast significant doubt upon the entitys ability to continue as a going concern.  These amendments are effective for Kimber on July 1, 2008.  These standards may impact our disclosure but is not expected to impact our financial position, results of operations or cash flows.



In 2008, Canadas Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by publicly accountable enterprises, being fully converged with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board over a transitional period to be completed by 2011.  Kimber will be required to report under IFRS effective for interim and annual financial statements relating to its fiscal year beginning on July 1, 2011.  Adoption of IFRS will impact all areas of financial accounting and reporting.  Kimber is in the process of assessing the impacts of the Canadian convergence initiative.



Internal Controls Over Financial Reporting



Kimbers 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).  Kimbers 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.  Kimbers internal control over financial reporting includes those policies and procedures that:  (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Kimbers 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.



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, 2008.  In making its assessment of internal control over financial reporting, Kimbers 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, Kimbers management concluded that Kimbers internal control over financial reporting was effective.



There has been no change in Kimbers internal control over financial reporting during the financial year ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, Kimbers internal control over financial reporting.





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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 United States Securities Exchange Act of 1934), as of June 30, 2008.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is accumulated and communicated to management, including 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, 2008.



Outstanding Share Data



Kimber has one class of shares and at June 30, 2008 Kimber had 57,886,620 shares issued and 65,018,620 outstanding on a fully diluted basis.



Kimber has a stock option plan and at June 30, 2008 there were 3,132,000 options outstanding. Of the 3,132,000 options granted to employees, directors and consultants 2,220,333 had vested.



Kimber had 4,000,000 warrants outstanding as at June 30, 2008.  These warrants were issued on March 11, 2008 and expire on March 10, 2010. Each warrant entitles the holder to purchase one additional common share at a price of $1.25.



Risk and Uncertainties



Except for historical information contained in this discussion and analysis, disclosure statements contained herein are forward-looking, which 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 elsewhere in this report and in the notes to financial statements.





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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 list of potential risk factors which could affect Kimber refer to Kimbers current Form 20-F filed on SEDAR and EDGAR.



**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.**



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