Marvel Gold Limited
Annual Report 2022

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ABN 77 610 319 769 ANNUAL REPORT - 31 December 2022 Corporate Information ABN 77 610 319 769 Directors Mr Stephen Dennis (Non-Executive Chairman) Mr Howard Golden (Non-Executive Director) Mr Chris van Wijk (Managing Director) Company Secretary Mr Stuart McKenzie Registered Office Level One 1318 Hay Street, WEST PERTH WA 6005 Tel +61 8 9200 4960 Fax +61 8 9200 4961 Bankers National Australia Bank Level 14, 100 St Georges Terrace PERTH WA 6000 Share Register Computershare Limited Level 11, 172 St Georges Terrace PERTH WA 6000 Tel + 61 8 9323 2000 Fax + 61 8 9323 2033 Auditors BDO Audit (WA) Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 Website Address www.marvelgold.com.au ASX Code Shares are listed on the Australian Securities Exchange (ASX) under stock code MVL. 1 Contents Directors' report Corporate governance statement Auditor’s independence declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors' declaration Independent auditor’s report ASX additional information 3 22 23 24 25 26 28 29 54 55 59 2 Director’s report Marvel Gold Limited 31 December 2022 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the Group or Company) consisting of Marvel Gold Limited (Marvel) and the entities it controlled at the end of, or during, twelve months ended 31 December 2022. Marvel is a company limited by shares that is incorporated and domiciled in Australia. Directors and Company Secretary The following persons were directors of Marvel (Directors) during the twelve months ended 31 December 2022 and up to the date of this report: Mr Stephen Dennis (Non-Executive Chairman) Mr Chris van Wijk (Managing Director) – appointed 24 January 2022 – formerly Non-Executive Director Mr Howard Golden (Non-Executive Director) – appointed 24 November 2022 Mr Phil Hoskins (Non-Executive Director) – resigned 13 October 2022 Mr Andrew Pardey (Non-Executive Director) – resigned 24 November 2022 Directors were in office for the entire period unless otherwise stated. The Company Secretary is Mr Stuart McKenzie. Principal activities During the period, the principal continuing activities of the Group related to the exploration and development of the Company’s gold exploration tenements in Mali. Dividends During the period, no dividends were declared or paid. Significant changes in the state of affairs In the opinion of the Directors there were no significant changes in the state of affairs of the Group other than those referred to in this financial report. Events since the end of the financial period There are no matters or circumstances that have arisen since the end of the year that significantly affect or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Likely developments and expected results In the opinion of the Directors, there is nothing else to report, except as outlined in the Directors’ Report, which relates to likely developments in the operations of the Group and the expected results of those operations in financial years subsequent to 31 December 2022. Environmental regulation The Group’s exploration and development activities and those of its partners are subject to environmental regulations and guidelines applicable to the tenements on which such activities are carried out. Failure to meet environmental conditions attaching to the Group’s exploration and mining tenements could lead to forfeiture of those tenements. The Group is committed to achieving a high standard of environmental performance. No environmental breaches have occurred or have been notified by any Government agencies during the period ended 31 December 2022 and up to the date of this report. 3 Director’s report Review of operations Results of operations A summary of results for twelve months ended 31 December 2022 is as follows: Net profit/ (loss) after income tax attributable to: Fair value gain on loan notes Gain on demerger Gain on dilution of investment holdings Share of net losses of associate using the equity method Corporate and administration costs Employee benefits Exploration and evaluation expenditure Finance costs Share based payments Marvel Gold Limited 31 December 2022 12 months to 31 December 2022 $ 6 months to 31 December 2021 $ (9,022,667) 10,260,430 - - 1,738,362 (3,628,780) (918,831) (643,047) (4,785,876) - (505,448) 488,023 16,938,342 - (1,394,666) (665,827) (676,949) (2,797,585) (955,858) (600,721) The Company’s activities focused primarily on identifying opportunities to grow the existing mineral resource at the Tabakorole Gold Project (Tabakorole) and early-stage exploration at its Kolondieba and Yanfolila Gold Projects (Kolondieba and Yanfolila). Tabakorole Gold Project (Marvel 70%) Tabakorole hosts an Indicated and Inferred mineral resource estimate of 26.5Mt @ 1.2g/t Au for 1.025 million ounces.1 Aircore drilling was successful in identifying several targets for follow up, all of which have the potential to increase the Tabakorole mineral resource. Results from Aircore drilling identified a 600m gold target along strike from Tabakorole – Target H, with intercepts including 7m at 2.1g/t Au from 26m and ending in mineralisation2. Target H remains open to the south-east. Drilling along strike from Target H encountered several high gold values with peaks of 2m at 5.2g/t and 2m at 0.33g/t – Target I – while further drilling to the south returned a peak value of 2m at 0.49g/t, with moderately anomalous gold ranging between 30-80ppb encountered on adjacent lines.6 Aircore drilling at the ‘Inner Bend’ at Tabakorole was successful in delineating mineralisation over a strike length of approximately 300m with best intercepts of 8m at 3.7g/t from surface, 10m at 1.2g/t from 6m and 6m at 1.2g/t from 8m.3 The Aircore drilling was carried out to blade refusal only, with the aim of sampling the base of saprolite and several holes ended in mineralisation. The Company considers these results to be significant given that the total resource length is approximately 3.2km and this inner bend extends from surface and is within 50m of the existing deposit. As such, it has the potential to materially add to the Tabakorole Mineral Resource. The results of the Aircore drilling are shown in Figures 1 and 2. 1 Refer to ASX announcement 5 October 2021 and the Annual Statement of Ore Reserves and Mineral Resources on page 15. In relation to the announcement of the Tabakorole Mineral Resource estimate on 5 October 2021, the Company confirms that it is not aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the Mineral Resource in that announcement continue to apply and have not materially changed. 2 ASX announcement 26 April 2022 3 ASX announcement 2 August 2022 4 Director’s report Figure 1: Tabakorole Aircore drilling results at the ‘Inner Bend’4 Marvel Gold Limited 31 December 2022 Figure 2: Results at Targets H, I and J 4 See ASX announcement 17 June 2020 in relation to the historical intercepts reported in Figure 1. 5 Director’s report A five-hole reconnaissance RC drilling program, for a total of 415m at the Lone Wolf target, located approximately 3km south of Tabakorole in an area that was previously the subject of artisanal mining activity, successfully intersected mineralisation in 3 out of 5 holes with best intercepts recorded in hole 22TBKRC021: Marvel Gold Limited 31 December 2022 • • • 8m at 1.8g/t Au from 16m and 14m at 4.9g/t Au (including 4m at 16.3gt/t Au) from 33m and 10m at 1.9g/t Au from 55m Additional notable intercepts included 6m at 1g/t Au from 1m and 11m at 0.9g/t Au from 64m in hole 22TBKRC017 and 4m at 0.9g/t Au from 63m in hole 22TBKRC019. The RC drilling followed up previous Aircore drilling that intersected 4m at 1.3g/t Au from 8m and 4m at 2.7g/t Au from 20m.5 Figure 3. Lone Wolf aerial view showing drillhole locations relative to artisanal workings Kolondieba Gold Project (Marvel 80%) Auger drilling at the Kolondieba located in southern Mali confirmed the presence of significant bedrock anomalism in all targets tested, with several targets remaining open along strike. Four targets were tested, each of which exhibited strong and spatially extensive bedrock gold anomalism (Figure 4).6 The auger drilling was conducted as follow-up to a previous soil sampling program which defined strong and largely coherent gold anomalism passing through the centre of the Kolondieba permit.7 The auger drilling confirmed that the soil anomalies were not transported but derived from the underlying bedrock. The strongest gold-in-soil anomalies were drill tested, however several other soil anomalies remain untested. Of the targets drilled, many remain open along strike. 5 ASX announcement 8 July 2021 6 The results of auger drilling at Kolondieba were reported in ASX announcements dated 16 May 2022 and 22 June 2022 7 ASX announcement 12 April 2022 6 Marvel Gold Limited 31 December 2022 Director’s report At Target One, six holes returned intercepts greater than 1 g/t Au, with a peak value of 2.35 g/t Au in auger hole 22KDBAG1337. At Target Two, mineralisation extended over an approximate strike length of 1km and a peak value of 0.74 g/t Au was reported. Anomalism remains open along strike to both the north and south. At Target Three, mineralisation has a strike length of approximately 1.6km and a width of almost 800m and remains open along strike to both the north and south. Eight holes returned intercepts greater than 0.5 g/t Au, with a peak value of 1.54 g/t Au in auger hole 22KDBAG1474. At Target Four, mineralisation has a strike length of approximately 650m and a width of 350m. It remains open along strike to both the north and south. Nine holes returned intercepts greater than 0.5 g/t Au, with a peak value of 1.68 g/t Au in hole 22KDBAG0646. Figure 4: Results of Kolondieba auger drilling program Yanfolila Gold Project (Marvel 80%) During the Quarter, the Company received the results of multi-element soil geochemistry carried out at Yanfolila, located in southern Mali. The soil geochemistry was successful in that it verified the historical soil results and confirmed the presence of several large, discrete targets exhibiting gold and multi-element anomalism. The work identified known mineralisation at Solona where historical drilling has 7 Director’s report intersected 9m at 20.1g/t Au from 43m (and ending in mineralisation) and 16m at 2.1g/t from surface8. In addition, the soils appear to highlight one zone to the north-west of Solona that is untested by drilling and located between Solona Main Zone and Solona north- west (Figure 5). Figure 5. Yanfolila airborne magnetics with historical soils9 Marvel Gold Limited 31 December 2022 8 ASX announcement 29th October 2013 made by Oklo Resources Limited 9 ASX announcement 10 May 2022 8 Directors’ report Information on Directors Marvel Gold Limited 31 December 2022 Mr Stephen Dennis – Non-Executive Chairman – appointed 4 March 2016 Experience and expertise Other current directorships Former directorships in the last 3 years Special responsibilities Interests in shares and options Stephen Dennis has been actively involved in the mining industry for over 30 years. He has held senior management positions at a number of Australian resources companies and was previously the Chief Executive Officer and Managing Director of CBH Resources Limited, the Australian subsidiary of Toho Zinc Co., Ltd of Japan. Rox Resources Limited (Non-Executive Chairman) LeadFx Inc. (Non-Executive Chairman) Heron Resources Limited (Non-Executive Chairman) Burgundy Diamond Mines Ltd. (Non-Executive Chairman) Kalium Lakes Limited (Non-Executive Chairman) Chairman Ordinary shares Unlisted Options 4,857,117 5,300,000 Mr Chris van Wijk – Executive Director - appointed 17 June 2020 – Managing Director – appointed 24 January 2022 Experience and expertise Chris Van Wijk is an experienced geologist, who specialises in project evaluation and generation. Chris brings a wealth of relevant experience including base metal and gold exploration in Africa, Europe, the Americas and Australia as well as joint venture management and project evaluation for major mining companies including BHP, IAMGOLD, First Quantum Minerals and Fortescue Metals Group. Chris has managed various successful exploration projects including the Scoping Study at Mont Nimba in Guinea for BHP Billiton and the resource drilling at First Quantum’s Sentinel Project in Zambia. Nil Indiana Resources Limited (Managing Director) Wia Gold Limited (Non-Executive Director) Nil Ordinary shares Unlisted options 1,800,000 11,196,154 Other current directorships Former directorships in the last 3 years Special responsibilities Interests in shares and options Mr Howard Golden – Non-Executive Director – appointed 24 November 2022 Experience and expertise Other current directorships Former directorships in the last 3 years Special responsibilities Interests in shares and options Howard Golden has over 40 years of experience in the mining industry, across six continents, having played a pivotal role in the discovery of the Syama, Oyu Tolgoi, Agbaou and West Musgrave ore deposits. Howard has held senior executive roles with major listed companies, including Nordgold, Rio Tinto, Kinross Gold Corporation, WMC Resources and BHP Minerals. Howard has a proven global track record of exploration success, leading multi-disciplined exploration programs in different climates, conditions and regulatory regimes. Nil Nil Nil Ordinary shares Unlisted options 9 231,002 - Directors’ report Marvel Gold Limited 31 December 2022 Mr Andrew Pardey – Non-Executive Director – appointed 17 June 2020 - resigned 24 November 2022 Experience and expertise Andrew Pardey has over 30 years in the mining industry with experience in exploration, project development, construction and operations. Between February 2015 and December 2019, he was Chief Executive Officer of Centamin Plc which holds the Tier 1 Sukari Gold Mine. Andrew also served as General Manager Operations at Sukari before his previous appointment as Chief Operating Officer in May 2012. He was a major driving force in bringing Sukari into production, having joined during the mine’s construction phase, and was instrumental in the successful transition of the operation through construction and into production. Predictive Discovery Limited (Managing Director) Wia Gold Limited (Non-Executive Chairman) Centamin PLC Other current directorships Former directorships in the last 3 years Special responsibilities Nil Interests in shares and options Ordinary shares Unlisted options 2,000,000 7,500,000 Mr Philip Hoskins – Non-Executive Director – appointed 2 February 2016 – resigned 13 October 2022 Experience and expertise Other current directorships Former directorships in the last 3 years Special responsibilities Interests in shares and options Phil Hoskins commenced his career at a large international accounting firm and has since gained corporate experience with both Australian and international listed companies. He is a senior executive with over 15 years of broad finance and commercial experience across resources exploration, project development and production as well as large-scale property developments requiring debt and equity financing. Phil became the Managing Director of Graphex Mining Limited in June 2016 which became Marvel Gold Limited in June 2020. Mr Hoskins is the current Managing Director of Evolution Energy Minerals Limited. Evolution Energy Minerals Limited (Managing Director) Nil Nil Ordinary shares Unlisted options 9,463,593 13,562,500 Information on Company Secretary Stuart McKenzie LLB, Bec. (Hons.), AGIA, ACIS – Company secretary Experience and expertise Mr McKenzie has over 30 years of experience in senior commercial roles. He was previously Company Secretary with Anvil Mining Limited for six years, prior to which he held senior positions with Ok Tedi Mining Limited, Ernst and Young and HSBC. Stuart is the current company secretary of Evolution Energy Minerals Limited and Wia Gold Limited. 10 Marvel Gold Limited 31 December 2022 Directors’ report Meetings of Directors The number of meetings of the Company’s Directors held during the twelve months ended 31 December 2022 and the number of meetings attended by each Director is shown below: S Dennis C van Wijk H Golden A Pardey P Hoskins Meetings of Directors Meetings held during tenure Attended 9 9 1 8 8 9 9 1 8 8 As at the date of this report, there is no audit and risk committee or remuneration committee. The Board has determined that given the size and composition of the Board and the scale of the Company’s activities, the functions of those committees ought to be performed by the Board. For further information, please see the Company’s Corporate Governance Statement. Remuneration report (audited) (a) Key management personnel covered in this report This Remuneration Report sets out information relating to the remuneration of the key management personnel (KMP) of the Group during the twelve months ended 31 December 2022. KMP are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Company and Group, directly or indirectly. The KMP for the twelve months ended 31 December 2022 are as set out below. Non-Executive and Executive Directors Name S Dennis C van Wijk H Golden A Pardey P Hoskins Other KMP Name S McKenzie C Knee Position Non-Executive Chairman Managing Director – appointed 24 January 2022 Non-Executive Director – appointed 24 November 2022 Non-Executive Director – resigned 24 November 2022 Non-Executive Director – resigned 13 October 2022 Position Commercial Manager and Company Secretary Chief Financial Officer (b) Statutory key performance measures The Company aims to align executive remuneration to its strategic and business objectives and the creation of shareholder wealth. The table below shows measures of the Group’s financial performance over the last five years as required by the Corporations Act 2001. These are not necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to KMPs, as outlined in (c) below. As a consequence, there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded. Company performance metric Company share price (ASX:MVL) 12 months ended 31 December 2022 $0.026 6 months ended 31 December 2021 $0.062 12 months ended 30 June 2021 $0.052 2020 $0.039 2019 $0.156 2018 $0.149 Company (loss) / profit after tax (9,022,667) 10,260,430 (8,997,070) (7,486,841) (8,049,751) (4,106,569) Company exploration expense 4,785,876 2,797,585 6,276,412 3,461,198 4,231,952 951,705 11 Marvel Gold Limited 31 December 2022 Directors’ report (c) Remuneration policy and link to performance The Group’s approach to remuneration is designed to attract and retain key executive talent, recognise the individual contributions of the Group’s people, and motivate them to achieve strong performance aligned to the business strategy, whilst discouraging excessive risk taking. In summary, the Group’s approach to remuneration is to: • • • • • • Provide remuneration that is competitive and consistent with market standards; Align remuneration with the Company’s overall strategy and shareholder interests; Reward superior performance within an objective and measurable incentive framework; Ensure that executives understand the link between individual reward and Group and individual performance; Be at a level acceptable to shareholders; and Apply sufficiently flexible remuneration practices that enable the Company to respond to changing circumstances. Remuneration policy for the twelve months ended 31 December 2022 All Executive KMP remuneration was comprised of the following: • Fixed (base remuneration): o o Contractual salary; and Legislated superannuation guarantee (10% of gross salary for 2022). • At risk component: o o Short term incentives (STI) – described further in the table below. Long term incentives (LTI) – described further in the table below. Element Base (fixed) remuneration Purpose Provide a market competitive salary, including superannuation. Performance metrics Nil STI LTI Equity based reward for 12 month performance. Alignment with growth in long-term shareholder value over a three year period. Achievement of key Company short term objectives such as growth through new discoveries and exploration success and total shareholder return against a group of peer companies. Achievement of key Company long term objectives, such as completion of a feasibility study, environmental approvals and total shareholder return against a group of peer companies. Balancing short-term and long-term performance Potential value Within industry averages for the position’s required skill and experience. Third party advice is sought periodically to ensure these are at or close to market median. Managing Director up to 50% of base remuneration, other KMP up to 40% of base remuneration. Managing Director up to 50% and other KMP up to 40% of base remuneration. The Company considers performance-based remuneration to be a critical component of the overall remuneration framework, by providing a remuneration structure that rewards personnel for achieving goals that are aligned to the Group’s strategy and objectives. Both STIs and LTIs are issued under the Company’s Option Plan (Option Plan). Short-term incentives The STI scheme operates to link performance and reward with key measurable financial and non-financial performance indicators to provide personnel with clear and understandable targets that are aligned with the Group’s objectives. 12 Marvel Gold Limited 31 December 2022 Directors’ report STIs are in the form of zero exercise price options which vest on completion of the one-year period, subject to specific KPIs being achieved. The number of options that vest is determined by assessment of the Group’s performance against stated objectives, to determine the percentage of objectives that has been achieved. This percentage is then applied to the options granted in order to determine the number of options that vest. The option holder then has two years in which to exercise the options for nil consideration. Each vested STI option represents a right to be issued one Marvel share. The Board sets the objectives of the Managing Director and these are then cascaded down through the organisation to ensure alignment of objectives. The STI performance objectives are communicated to KMPs at the beginning of the twelve-month performance period, with the performance evaluations conducted by the Board following the end of the respective twelve month performance period. During the year, the Board assessed STI options vesting on the 30 June 2022 against the set KPI’s. The Board concluded that 32.5% of the STIs should vest. Subsequent to the vesting of these STIs the Board suspended the issuance of STIs which is expected to resume during the 2023 financial year. There are no other STIs currently unvested. Long-term incentives The KMP remuneration structure also seeks to drive performance and align with shareholder interests through LTI equity-based remuneration. This involves the issue of zero exercise price options to KMP as LTIs. Subject to performance against agreed vesting criteria, LTIs vest three years from the grant date and expire five years from the grant date. Each vested LTI option represents a right to be issued one Marvel share. KMPs are assessed against applicable KPIs on the third anniversary from the date of issue. The vesting criteria for LTIs that are on issue as at 31 December 2022 are: • • • Progression of Tabakorole feasibility study; Environmental approvals; and Total shareholder return as measured against a set group of peer companies. There were no LTI options issued during the year ended 31 December 2022. (d) Contractual arrangements with executive KMPs Component Fixed remuneration Managing Director $280,000 plus superannuation. Contract duration Services agreement Notice by individual Notice by Company 3 months 3 months Other KMP - Senior executives $52,800 - $80,000 inclusive of superannuation. Other KMP are contractors and charge on a time spent basis. Services agreement 3 months 3 months Termination of employment (with or without cause) Unvested options to be automatically forfeited unless the Board determines in its discretion to vest some or all of the options. (e) Non-Executive Director arrangements Non-Executive Directors receive an annual fee, paid quarterly. No compensation other than the annual fee (including superannuation) was paid to Directors for the twelve months ended 31 December 2022. As the Company is not of sufficient size to have separate audit and remuneration committees, no additional fees are paid in connection with the provision of these services. Non-Executive Director fees are reviewed annually by the Board taking into account comparable roles and market data. Directors’ fees will next be reviewed in July 2023, with no changes made in the twelve months ended 31 December 2022. Annual Directors’ fees were approved by shareholders on 25 February 2016 with a maximum pool of $250,000 per year available for Non-Executive Directors. Fees for the financial year are as follows: • Non-Executive Chairman – $60,000 plus superannuation • Non-Executive Directors – $40,000 plus superannuation All Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment which summarises the key terms and conditions of the Non-Executive Director’s appointment. 13 Directors’ report (f) Remuneration expenses for key management personnel The following table shows details of the remuneration expense recognised for the Group’s KMP for the current financial period measured in accordance with the requirements of the accounting standards: For the 12 months ended 31 December 2022 Marvel Gold Limited 31 December 2022 Fixed remuneration Variable Total Cash salary Annual leave Post- employment benefits STI / LTI share based payment Performance based remuneration % 60,000 3,333 36,663 29,205 298,333 23,333 69,120 69,120 - - - - - 58,704 - - 6,150 - - 3,180 - 2,334 - - - - - - 148,224 200,720 35,780 35,780 459,906 58,704 2,334 420,505 129,201 - 9,330 - 589,107 58,704 11,664 420,505 - - - - 33% 70% 34% 34% - - - 66,150 3,333 36,663 32,385 446,558 285,091 104,900 104,900 941,449 138,531 1,079,980 Name Non- executive directors S Dennis H Golden A Pardey P Hoskins1 Executive directors C van Wijk P Hoskins1 Other KMP S McKenzie C Knee Total executive and other KMP Total NED remuneration Total KMP remuneration expensed 1 Mr Hoskins was Managing Director up to 24 January 2022 then non-executive director until resignation on 13 October 2022. 14 Directors’ report For the 6 months ended 31 December 2021 Marvel Gold Limited 31 December 2022 Fixed remuneration Variable Annual leave Post- employment benefits STI / LTI share based payment Cash bonus Shared services recovery Cash salary Performance based remuneration % Total 30,000 20,000 135,000 96,218 - - - - 3,000 - 142,309 142,309 - - 11,784 104,385 137,5002 - 77,084 62,738 60,238 29,662 13,288 6,875 5,167 23,318 23,318 - - - - (76,496)1 (60,104) 1 - - - 354,194 42,950 23,826 228,105 137,500 (136,600) 50,000 - 3,000 284,618 - - 404,194 42,950 26,826 512,723 137,500 (136,600) 81% 88% 175,309 162,309 62% 44% 51% 56% - - - 388,669 173,302 46,097 41,907 649,975 337,618 987,593 Name Non- executive directors S Dennis A Pardey Executive directors P Hoskins C van Wijk Other KMP S McKenzie C Knee Total executive and other KMP Total NED remuneration Total KMP remuneration expensed 1 During the period, the Group was a party to a Shared Services Agreement with Evolution Energy Minerals Limited (Evolution), Matador Mining Limited, Lotus Resources Limited, Wia Gold Limited, Cradle Resources Limited and Frontier Energy Limited under which the Company shared certain costs. During the period, Mr McKenzie and Mr Knee spent a portion of their time working for the above- mentioned companies, with this time recharged by the Group on an at cost basis. This is included in the table above as the shared services recovery. 2 Mr Hoskins received a once off cash bonus in accordance with the Share Exchange Agreement for the successful spin-off and IPO of Evolution. (g) Other KMP transactions Mr. Hoskins is Managing Director of Evolution an ASX listed Company that has a Shared Services Agreement with the Company. Under this arrangement Evolution provides accounting and administration services whilst the Company recharges Evolution for incidental office costs. Payments and receipts under this arrangement for the period are set out below. Mr. Pardey and Mr. van Wijk are Non-Executive Chairman and Non-Executive Director respectively of Wia Gold Limited an ASX listed Company that has a Shared Services Agreement with the Company. Under this arrangement the Company recharges Wia Gold for incidental office costs. Payments received under this arrangement for the period are set out below. Mr. Knee was a Director of Frontier Energy Limited, formerly Superior Lake Resources Limited (Frontier) an ASX listed Company that had a Shared Services Agreement with the Company. Under this arrangement the Company provided company secretarial, accounting and administration services. Payments made under this arrangement for the prior period are set out below. Mr. Knee resigned as a Director of Frontier on 1 December 2021 and the Shared Services Agreement was terminated in January 2022. 15 Directors’ report Related party transactions Receipts from Evolution (ex-GST) Receipts from Wia (ex-GST) Receipts from Frontier (ex-GST) Amounts outstanding from Evolution at period end Amounts outstanding from Wia at period end Amounts outstanding from Frontier at period end Payments to Evolution (ex-GST) Amounts outstanding to Evolution at period end Marvel Gold Limited 31 December 2022 12 months to 31 December 2022 6 months to 31 December 2021 $ $ 6,539 2,270 - 969 230 - (57,334) (5,872) 26,411 23,699 24,609 733 733 733 - - Relative proportions of fixed and variable remuneration expense The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on the amounts disclosed as statutory remuneration expense above: Name Managing Director C van Wijk Other KMP P Hoskins S McKenzie C Knee 12 month ended 31 December 2022 6 month ended 31 December 2021 Fixed remuneration At risk remuneration - STI / LTI Fixed remuneration At risk remuneration - STI / LTI 67% 30% 66% 66% 33% 70% 34% 34% 56% 38% 49% 44% 44% 62% 51% 56% Performance based remuneration granted and forfeited The remuneration of KMPs was approved by the Board in August 2021. As at 31 December 2021 KMP had 10,926,156 options, the vesting of which is subject to Board approved with performance criteria. On 9 September 2022, 3,687,578 STI options lapsed. As at 31 December 2022 KMP have 7,238,578 options, the vesting of which is subject to Board approved with performance criteria. 16 Marvel Gold Limited 31 December 2022 Directors’ report Options The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows: Grant date Vesting date Expiry date 27-Aug-21 27-Aug-21 25-Nov-21 25-Nov-21 25-Nov-21 1-Jul-22 1-Jul-24 25-Nov-21 1-Jul-22 1-Jul-24 27-Aug-24 27-Aug-26 25-Nov-24 25-Nov-24 25-Nov-26 Exercise price Nil Nil $0.065 Nil Nil Value per option at grant date $0.047 $0.065 $0.051 $0.047 $0.065 Performance achieved % Vested 32.5% - N/A 32.5% - 32.5% - 100% 32.5% - Vesting criteria Note 1 Note 2 - Note 1 Note 2 1 STIs – Vesting criteria • Exploration success defined as any of the following: o continued resource growth: o making new discoveries; and o progressing new discoveries. • • Ensuring all prospecting licences are maintained in good standing and in compliance with applicable laws in Mali; and Total Shareholder Return outperformance against peer group average by 15% (base) and 30% (stretch). 2 LTIs – Vesting criteria • • Completion of a Tabakorole feasibility study, obtaining environmental approvals and any other work sufficient for grant of an exploitation permit (ML), or other type of renewal in 2023 (must result in ML or other renewal); and Relative Total Shareholder Return (TSR) measure verses a peer group of companies. The options will vest in accordance with a ranking against the selected group as follows: Marvels relative TSR Portion of options that vest Top 4 5-8 9-10 11-16 100% 75% 50% 0% 17 Directors’ report Marvel Gold Limited 31 December 2022 The number of options over ordinary shares in the Company provided as remuneration to KMP is shown below. The options carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share of the Company. Reconciliation of options 2022 Balance at 1 January 2022 Name and Grant dates Vested and exercisable Unvested Granted as compensation Exercise price Vested Number % Exercised Forfeited / expired Number % Balance at 31 December 2022 Vested and exercisable Unvested S Dennis 20-Jul-20 20-Jul-20 20-Jul-20 25-Nov-21 A Pardey 20-Jul-20 20-Jul-20 20-Jul-20 25-Nov-21 P Hoskins 20-Jul-20 20-Jul-20 20-Jul-20 25-Nov-21 25-Nov-21 C van Wijk 20-Jul-20 20-Jul-20 20-Jul-20 25-Nov-21 25-Nov-21 S McKenzie C Knee 20-Jul-20 20-Jul-20 20-Jul-20 27-Aug-21 27-Aug-21 20-Jul-20 20-Jul-20 20-Jul-20 27-Aug-21 27-Aug-21 1,150,000 575,000 575,000 3,000,000 2,250,000 1,125,000 1,125,000 3,000,000 5,125,000 2,562,500 2,562,500 - - 4,375,000 2,187,500 2,187,500 - - 1,575,000 787,500 787,500 - - 1,575,000 787,500 787,500 - - - - - - - - - - - - - 2,500,000 2,500,000 - - - 1,846,154 1,846,154 - - - 558,462 558,462 - - - 558,462 558,462 - - - - - - - - - - - - - - - - - - - - - - - - - - - - $0.035 $0.060 $0.100 $0.065 $0.035 $0.060 $0.100 $0.065 $0.035 $0.060 $0.100 - - $0.035 $0.060 $0.100 - - $0.035 $0.060 $0.100 - - $0.035 $0.060 $0.100 - - - - - - - - - - - - - 33% - - - - 33% - - - - 33% - - - - 33% - - - - - - - - - - - - 812,500 - - - - 600,000 - - - - 181,500 - - - - 181,500 - 18 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (1,687,500) - - - - (1,246,154) - - - - (376,962) - - - - (376,962) - - - - - - - - - - - - 67% - - - - 67% - - - - 67% - - - - 67% - 1,150,000 575,000 575,000 3,000,000 2,250,000 1,125,000 1,125,000 3,000,000 5,125,000 2,562,500 2,562,500 812,500 - 4,375,000 2,187,500 2,187,500 600,000 - 1,575,000 787,500 787,500 181,500 - 1,575,000 787,500 787,500 181,500 - - - - - - - - - - - - - 2,500,000 - - - - 1,846,154 - - - - 558,462 - - - - 558,462 Marvel Gold Limited 31 December 2022 Directors’ report Shareholdings Name S Dennis P Hoskins A Pardey C van Wijk H Golden S McKenzie C Knee Balance at start of period Received during the period on the exercise of options Other changes during the period1 Balance at end of the period 4,047,598 7,886,328 2,000,000 412,500 - 1,377,018 453,644 - - - - - - - 809,519 1,577,265 - 787,500 - 51,111 90,728 4,857,117 9,463,593 2,000,000 1,200,000 - 1,428,129 544,372 1 Shares purchased on market. None of the shares in the above table are held nominally by the Directors or by any of the other KMP. Loans to KMP There were no loans made to Directors or KMP. Reliance on external remuneration consultants In performing its role, the Board may seek advice from independent remuneration consultants where appropriate, to make recommendations as to the nature and amount of remuneration payable to KMPs. Remuneration consultants are engaged by, and report directly to the Board. In the twelve months ended 31 December 2022, the Board did not engage an independent remuneration consultant to review the Company’s remuneration structure. Having considered publicly available information on the remuneration practices of peer group companies, the Board believes that current remuneration arrangements are appropriate. Voting of shareholders at last year’s Annual General Meeting The Group received 99.79% votes for its remuneration report for the 31 December 2022 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. END OF REMUNERATION REPORT (audited) Shares under option Unissued ordinary shares Shares under options that formed part of remuneration at the date of this report are as follows: Grant date Expiry date Exercise price Options Vested and exercisable 20-Jul-20 20-Jul-20 20-Jul-20 27-Aug-21 27-Aug-21 27-Aug-21 25-Nov-21 25-Nov-21 25-Nov-21 Total 29-Jul-24 29-Jul-24 29-Jul-24 27-Aug-24 27-Aug-24 27-Aug-26 25-Nov-24 25-Nov-26 25-Nov-24 $0.035 $0.060 $0.100 $0.060 Nil Nil Nil Nil 0.065 18,050,000 18,050,000 9,025,000 9,025,000 3,250,000 1,628,384 2,247,693 1,412,500 4,346,154 6,000,000 54,984,731 9,025,000 9,025,000 3,250,000 1,628,384 Nil 1,412,500 Nil 6,000,000 48,390,884 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. 19 Marvel Gold Limited 31 December 2022 Directors’ report Insurance of officers and indemnities Marvel’s constitution allows the Company to indemnify each Director or officer of the Company, to the extent permitted by law, against liability incurred in or arising out of the conduct of the business of the Company or the discharge of the duties of the Directors or officers. The Group has granted indemnities under deeds of indemnity with its current Directors and officers. In conformity with the constitution, each deed of indemnity indemnifies the relevant Director or officer to the full extent permitted by law. Where applicable, each deed of indemnity indemnifies the relevant Director, officer or employee to the fullest extent permitted by law for liabilities incurred whilst acting as a director, officer or employee of the Company, any of its related bodies corporate and any outside entity, where such an office is held at the request of the Company. The Group has a policy that it will, as a general rule, support and hold harmless an employee who, while acting in good faith, incurs personal liability to others as a result of working for the Group. No indemnity has been granted to an auditor of the Group in their capacity as auditors of the Group. During the period, the Group paid insurance premiums (inclusive of fees and charges) in respect of directors’ and officers’ liability insurance of $124,677 (December 2021: $160,765) (ex goods and services tax (GST)). The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought, or intervened in, on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services provided during the period are set out in note 21. The Board has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor; and • None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. Auditor independence A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 23. 20 Marvel Gold Limited 31 December 2022 Directors’ report 21 Annual Statement of Ore Reserves and Mineral Resources – Tabakorole Mineral Resource Estimate Indicated Inferred Total Mt Au (g/t) koz (Au) Mt Au (g/t) koz (Au) Mt Au (g/t) koz (Au) Oxide 1.4 1.2 50 1.3 1.3 55 2.7 1.3 110 Fresh 7.8 1.2 310 16.0 1.2 610 23.8 1.2 915 Total 9.2 1.2 360 17.3 1.2 665 26.5 1.2 1,025 Competent persons’ statements The information in the annual report that relates to the Mineral Resources at the Tabakorole Gold Project is based on information compiled by Mr Brian Wolfe, Principal Consultant of International Resource Solutions Pty Ltd which provides consulting services to the Company. Mr. Wolfe is a Member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which has been undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). An entity associated with Mr Wolfe has a minor shareholding in the company. Mr. Wolfe consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears. The information in this annual report that relates to exploration results at Tabakorole is based on information compiled by the Company and reviewed by Mr Chris van Wijk, in his capacity as an Executive Director - Exploration of Marvel Gold Limited. Mr. van Wijk is a Member of the AUSIMM and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 JORC Code. Mr. van Wijk consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears Ore Reserves and Mineral Resources Governance Marvel reviews its Mineral Resource and Ore Reserve estimates on an annual basis. The Annual Statement of Mineral Resources and Ore Reserves is prepared in accordance with the JORC Code 2012 and the ASX Listing Rules. Competent Persons named by the Company are members of the Australian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists and qualify as Competent Persons as defined under the JORC Code 2012. The Company engages external consultants and Competent Persons to prepare and calculate estimates of its Mineral Resources and Ore Reserves. These estimates and underlying assumptions are reviewed by the Directors and management for reasonableness and accuracy. The results of the Mineral Resource and Ore Reserve estimates are then reported in accordance with the JORC Code 2012 and the ASX Listing Rules. Where material changes occur to a project during the period, including the project’s size, title, exploration results or other technical information, previous resource estimates and market disclosures are reviewed for completeness. The Company reviews its Mineral Resources and Ore Reserves as at each year end and where a material change has occurred in the assumptions or data used in previously reported Mineral Resources and Ore Reserves, a revised estimate will be prepared as part of the annual review process. This report is made in accordance with a resolution of the Directors. Stephen Dennis Chairman of the Board PERTH On the 31st day of March 2023 Corporate governance statement Marvel and the Board are committed to achieving and demonstrating the highest standards of corporate governance. Marvel has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. The 2022 corporate governance statement is dated as at 31 December 2022 and reflects the corporate governance practices in place throughout the 2022 financial year. The 2022 corporate governance statement was approved by the Board on 31 March 2023. A description of the Group's current corporate governance practices is set out in the Group's corporate governance statement which can be viewed on the Company’s website at www.marvel gold.com.au/corporate-governance/. Marvel Gold Limited 31 December 2022 22 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF MARVEL GOLD LIMITED As lead auditor of Marvel Gold Limited for the year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Marvel Gold Limited and the entities it controlled during the period. Dean Just Director BDO Audit (WA) Pty Ltd Perth 31 March 2022 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Consolidated statement of profit or loss and other comprehensive income for the period ended 31 December 2022 Marvel Gold Limited 31 December 2022 Notes 12 months ended 31 December 2022 $ 6 months ended 31 December 2021 $ Continuing operations Other income Fair value gain on loan notes Gain on demerger Gain on dilution of investment holdings Exploration and evaluation expenses Corporate and administration expenses Business development and marketing Finance costs Employee benefits Share based payments Write off of exploration assets Other expenses Share of net losses of associate using the equity method (Loss) /profit before income tax Income tax expense (Loss) /profit for the period Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations Total comprehensive (loss) / profit for the period Net (loss) /profit is attributable to: Owners of Marvel Gold Limited Non-controlling interest (Loss) /profit for the period Total comprehensive (loss) /profit is attributable to: Owners of Marvel Gold Limited Non-controlling interest Total comprehensive (loss) / profit for the period 1(a) 7 1(c) 1(b) 20(b) 6(b) 7 3 19,964 - - 1,738,362 (4,785,876) (918,831) - - (643,047) (505,448) (227,811) (71,200) (3,628,780) (9,022,667) - (9,022,667) 448,709 488,023 16,938,342 - (2,797,585) (665,827) (523,038) (955,858) (676,949) (600,721) - - (1,394,666) 10,260,430 - 10,260,430 (410,350) (9,433,017) 38,460 10,298,890 (8,209,702) (812,965) (9,022,667) 10,260,430 - 10,260,430 (8,533,263) (899,754) (9,433,017) 10,298,890 - 10,298,890 Earnings per share attributable to owners of the Company Basis EPS Diluted EPS 22 22 $ (0.01) (0.01) $ 0.02 0.02 The above consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the financial statements. 24 Consolidated statement of financial position as at 31 December 2022 Marvel Gold Limited 31 December 2022 ASSETS Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant and equipment Investments accounted for using the equity method Exploration and evaluation Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Total current liabilities Total liabilities Net assets / (liabilities) EQUITY Share capital Non-controlling interest Reserves Retained earnings Total equity Notes 31 December 2022 $ 31 December 2021 $ 4 5 7 6 8 9 15 10 11 1,181,423 192,724 1,374,147 292,778 6,714,916 3,714,991 10,722,685 12,096,832 (208,020) (63,574) (271,594) (271,594) 11,825,238 40,974,185 (87,962) 1,848,774 (30,909,759) 11,825,238 1,954,578 1,360,538 3,315,116 368,816 8,605,334 3,186,689 12,160,839 15,475,955 (270,465) (150,327) (420,792) (402,792) 15,055,163 35,765,636 322,698 2,579,932 (23,613,103) 15,055,163 The above consolidated statement of financial position is to be read in conjunction with the notes to the financial statements. 25 Marvel Gold Limited 31 December 2022 Retained earnings / (Accumulated losses) $ (34,562,006) Total equity $ (365,811) 10,260,430 10,260,430 - 38,460 10,260,430 10,298,890 - - - - 688,475 - 4,198,705 322,697 - 600,683 - - - - - - - 322,698 - - - - 322,698 (23,613,103) 15,055,163 Consolidated statement of changes in equity for the period ended 31 December 2022 Notes Contributed equity $ Foreign currency translation reserve $ Share based payment reserve $ Non-controlling interest $ Balance at 30 June 2021 31,134,472 87,960 2,973,763 Total comprehensive loss for the period: Loss for the period Foreign exchange translation differences Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of shares net of transaction costs Transactions with non-controlling interest Share issued as consideration under joint ventures Employee share scheme - value of employee services Employee options lapsed Employee options exercised Balance at 31 December 2021 - - - - 38,460 38,460 4,198,705 - 416,000 - - 16,459 35,765,636 - - - - - - 126,420 - - - - - (416,000) 600,683 (688,475) (16,459) 2,453,512 26 Consolidated statement of changes in equity for the period ended 31 December 2022 Marvel Gold Limited 31 December 2022 Notes Contributed equity $ Foreign currency translation reserve $ Share based payment reserve $ Non-controlling interest $ Retained earnings / (Accumulated losses) $ Total equity $ Balance at 31 December 2021 35,765,636 126,420 2,453,512 322,698 (23,613,103) 15,055,163 Total comprehensive loss for the period: Loss for the period Foreign exchange translation differences Total comprehensive loss for the period - - - - (323,560) (323,560) Transactions with owners in their capacity as owners: Issue of shares net of transaction costs Transactions with non-controlling interest Employee share scheme - value of employee services Employee options lapsed Balance at 31 December 2022 9(b) 6(b) 10 20(b) 10 5,208,549 - - - - - - - 40,974,185 (197,140) - - - - - 505,448 (913,046) 2,045,914 (812,965) (86,790) (899,755) (8,209,702) - (8,209,702) (9,022,667) (410,350) (9,433,017) - 489,095 - - - - 913,046 5,208,549 489,095 505,448 - (87,962) (30,909,759) 11,825,238 The above consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements. 27 Consolidated statement of cash flows for the period ended 31 December 2022 Marvel Gold Limited 31 December 2022 Cash flows from operating activities Payments to suppliers and employees Receipts / (payments) for business development and marketing Payment of exploration expenditure Net cash (outflow) from operating activities Cash flows from investing activities Proceeds from the demerger Payment for property, plant and equipment Net cash inflow from investing activities Cash flows from financing activities Proceeds from the issue of ordinary shares Share issue transaction costs Net cash inflow from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the period Notes 12 months ended 31 December 2022 $ 6 months ended 31 December 2021 $ (1,521,408) (1,116,801) - (5,517,138) (7,038,546) (319,342) (3,538,229) (4,974,372) 1,000,000 (19,000) 981,000 5,282,395 (73,846) 5,208,549 (848,997) 1,954,578 75,842 1,181,423 1,000,000 (40,810) 959,190 4,200,000 (1,295) 4,198,705 183,523 1,506,958 264,097 1,954,578 12 5 4 The above consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements. 28 Notes to the financial statements 1. (a) Income and expenses Other income Recharges Foreign exchange gain Other income Marvel Gold Limited 31 December 2022 12 months ended 31 December 2022 $ 12,554 - 7,410 6 months ended 31 December 2021 $ 136,600 301,932 10,177 19,964 448,709 The Group was a party to a Shared Services Agreement with Evolution, Matador Mining Limited, Lotus Resources Limited, Wia Gold Limited, Cradle Resources Limited and Frontier Energy Limited under which the Company shared certain costs. During the year, Mr McKenzie and Mr Knee spent a portion of their time working for the above-mentioned companies, with this time recharged by the Group on an at cost basis. This agreement was terminated in January 2022. In January 2022 the Company entered into a new Shared Services Agreement with Evolution and Wia Gold Limited. Under this arrangement Marvel provide minor office services. (b) Employee benefits Salaries Salaries – Technical and exploration1 Salaries – Evolution2 Superannuation Changes in leave provisions 12 months ended 31 December 2022 $ 1,282,266 (622,834) - 11,664 (28,049) 6 months ended 31 December 2021 $ 681,441 (229,812) 169,167 26,420 29,733 643,047 676,949 1 Employee expenses above include all employee expenses of all departments in the Group. On the face of the Consolidated statement of profit or loss and other comprehensive income, technical and exploration staff wages of $622,834 (31 December 2021: $229,812) are included as exploration expenses. Employee benefits expense on the face of the statements therefore includes only corporate and administrative staff. 2 During the prior year Evolution contracted the Executive Chairman and Executive Director prior to the IPO. The costs of these salaries are included above up to the date of the demerger being 16 November 2021. (c) Finance costs Interest expense 12 months ended 31 December 2022 $ - 6 months ended 31 December 2021 $ 955,858 - 955,858 29 Marvel Gold Limited 31 December 2022 Notes to the financial statements 2. Segment information Management has determined the operating segments based on the reports reviewed by the chief operating decision makers, being the Directors. The Group’s reportable segments in accordance with AASB 8 are as follows: • • • Exploration – exploration carried out in Mali; Exploration – exploration carried out in Tanzania (until 16 November 2021); and Corporate – management of corporate affairs. The segments have applied the same accounting policies as applied to the Group and disclosed in note 24 of these financial statements. 12 months ended 31-Dec-22 6 months ended 31-Dec-21 Exploration Mali $ - - - - - Corporate $ 19,964 - Total $ 19,964 - - 1,738,362 - 1,738,362 1,758,326 1,758,326 Exploration Tanzania $ Exploration Mali $ Corporate $ Total $ - - - - - - - - - - 448,709 16,938,342 448,709 16,938,342 488,023 - 488,023 - 17,875,074 17,875,074 - - - (4,785,876) (12,534) - (505,448) - (12,534) - (505,448) (4,785,876) (531) - - (245,880) - - - (2,551,705) (55,191) (955,858) (600,721) - (55,722) (955,858) (600,721) (2,797,585) - - (3,628,780) (1,848,355) (3,628,780) (1,848,355) - (108,754) - (54,682) (1,394,666) (1,646,656) (1,394,666) (1,810,092) Other income Gain on demerger Fair value adjustment to loan Gain on dilution Total income Depreciation and amortisation Finance costs Share based payments Exploration expenses Share of net losses of associate Other expenses Segment loss (4,785,876) (4,236,791) (9,022,667) (355,165) (2,606,387) 13,221,981 10,260,430 Segment assets 3,714,991 8,381,841 12,096,832 Segment liabilities (9,277) (262,317) (271,594) Additions to PP&E 19,000 - 19,000 - - - 3,186,689 12,289,266 15,475,955 (4,768) (416,024) (420,792) 34,608 9,441 44,049 3. Income tax expense The Company has total carried forward tax losses of $18,765,190 (December 2021: $591,632) available for offset against future assessable income of the Company. The net deferred tax asset attributable to the residual tax losses of $4,691,297 (December 2021: $162,699) has not been brought to account until convincing evidence exists that assessable income will be earned of a nature and amount to enable such benefit to be realised. 4. Cash and cash equivalents Cash at bank Refer to note 13 for the Group’s exposure to interest rate and credit risk. 31 December 31 December 2022 $ 1,181,423 1,181,423 2021 $ 1,954,578 1,954,578 30 Notes to the financial statements 5. Trade and other receivables Accounts receivable 1 Other receivables Prepayments Security bonds Marvel Gold Limited 31 December 2022 31 December 2022 $ 1,319 111,044 77,965 2,396 192,724 31 December 2021 $ 1,011,628 198,286 150,624 - 1,360,538 1 During 2021, the Company entered into the Share Exchange Agreement. Under this agreement, upon successful completion of the IPO, the Company was entitled to receive $2,000,000 from Evolution as consideration for sale of the Chilalo Graphite project, of which $1,000,000 was paid upon IPO, with the second $1,000,000 payable on successful reinstatement of prospecting license (PL) 11034/2017 on or prior to 31 December 2021. PL 11034/2017 was reinstated on 31 December 2021 therefore $1,000,00 is included in accounts receivable and was received during 2022. 6. (a) Exploration and evaluation expenditure Reconciliation of exploration and evaluation expenditure Exploration and evaluation acquisition costs – Mali Oklo JV Exploration and evaluation acquisition costs – Mali Altus Agreement Exploration and evaluation acquisition costs – Mali Carrying amount at the end of the period (b) Acquisition accounting – Altus Agreement 31 December 2022 $ 1,437,817 2,222,331 54,843 3,714,991 31 December 2021 $ 1,489,805 1,047,724 649,160 3,186,689 On 19 January 2022, following recent exploration work and amendments to the agreement with Altus, the Company was issued 70% of the share capital of Legend Mali UK I Limited which owns the Tabakorole project via its wholly owned Malian subsidiary Legend Gold Mali SARL. The transaction was accounted for as an acquisition of assets at fair value by the Group, as it did not meet the definition of a business combination as per AASB 3 Business Combinations. The material amendments to the Altus Agreement included the following: o Two additional exploration licences, Npanyala and Sirakoroble Sud have been formally added to become Altus Agreement properties; o Marvel can move to a 75% interest in the Altus Agreement by completing US$5 million (A$7,333,400) of exploration and project development prior to 17 December 2023; o Deferral of the date on which the Company is required to proceed to a DFS by two years from December 2021 to December 2023, providing the Company with greater flexibility in its exploration planning; o On completion of a DFS, Marvel’s interest in the Altus Agreement will increase to 80%; and o Marvel agreed to return the Lakanfla exploration licence to Altus, with the attributed expenditure on Lakanfla contributing towards reaching the 70% JV interest milestone. Details of the purchase consideration and the net assets acquired are as follows: Consideration 1 1,141,222 1 Consideration relates to a number of payments required for the initial acquisition and as the Company progresses through the joint venture stages including: o o o o Stage 1 – On 4 August 2020, the Company paid US$450,000 (A$750,165) in shares to acquire its initial joint venture interests; Stage 2 – On 17 December 2020, the Company made a US$100,000 (A$264,982) payment to progress to stage 2 of the Altus Agreement; Stage 3 – On 25 February 2021 the Company made a US$75,000 (A$190,639) payment to progress to stage 3 of the Altus Agreement; and Expenditure incurred on the Altus Agreement tenements to progress through stages 1 to 3. 31 Marvel Gold Limited 31 December 2022 Notes to the financial statements 6. (b) Exploration and evaluation expenditure (continued) Acquisition accounting – Altus Agreement (continued) The cash payments for stage 2 and 3 above were US$200,000 and US$150,000 under the Altus Agreement. 50% of these amounts have been accounted for above as the payments also related to the Lakanfla project which were under the same joint venture. In January 2022 Lakanfla was handed back to the Company’s joint venture partner Altus as part of the restructure to the joint venture resulting in $227,811 write off of exploration assets. The fair value of assets and liabilities recognised as a result of the acquisition are outlined below: Cash and cash equivalents Trade and other receivables Property, plant and equipment Exploration and evaluation asset Trade and other payables Net assets acquired Net assets acquired attributable to Marvel Gold Limited Net assets acquired attributable to non-controlling interest Fair value $ 29,910 21,860 87,629 2,361,229 (870,311) 1,630,317 1,141,222 489,095 1,630,317 7. Investments accounted for using the equity method – associate Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to the consolidated entity are set out below: Name of associate Evolution Energy Minerals Limited Principal place of business / country of incorporation Australia Ownership interest 31 December 2022 % 25% 31 December 2021 % 31% As at period end the Company held 50 million shares in Evolution (ASX ticker: EV1). The Company accounts for its shares in Evolution as an associate as it fails the recognition criteria of control, however retains significant influence as defined in AASB 128 Investments in Associates and Joint Ventures. The Company has significant influence over Evolution by virtue of its 25% shareholding and its ability to appoint one Board seat in addition to the current Board of four. The closing share price for Evolution as at 31 December 2022 is $0.225 giving the shareholding a fair value of $11,250,000. The shares are currently held in escrow until 16 November 2023. The information disclosed in the table below reflects the amounts presented in the financial records of EV1 and not Marvel's share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy. Summary statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Summary statement of profit and loss and other comprehensive income Income Expenses Profit after income tax Other comprehensive income Total comprehensive income 32 31 December 2022 $ 10,942,073 18,488,881 29,430,954 (1,735,456) - (1,735,456) 31 December 2021 $ 10,960,720 18,119,789 29,080,509 (1,321,366) - (1,321,366) 27,695,498 27,759,143 23,581 (8,643,379) (8,619,798) 69,187 (8,550,611) 489,928 (4,975,652) (4,486,724) (28,506) (4,515,230) Marvel Gold Limited 31 December 2022 Notes to the financial statements 7. Investments accounted for using the equity method – associate (continued) Reconciliation of carrying value Opening balance Gain on dilution of investment holdings1 Share of loss for the period Closing net assets 31 December 2022 $ 8,605,334 1,738,362 (3,628,780) 6,714,916 31 December 2021 $ 10,000,000 - (1,394,666) 8,605,334 1 During the period ended 31 December 2022, Evolution undertook a capital raising exercise through the issuance of new shares. As a result of this capital raising exercise, the Company's percentage ownership in Evolution was diluted from 31% to 25%. The Company recognised a gain of $1,738,362 in the period ended 31 December 2022 on the dilution of its ownership percentage in Evolution. Commitments of associate There were no material commitments. Contingent liabilities of associate As at 31 December 2022, Evolution is a party to a net sales return royalty deed. Under the terms of this deed the Company must pay ARCH SRF a royalty of 1.7% of future sales from the Chilalo graphite project less allowable deductions. Allowable deductions include the costs of processing, freight, handling, marketing, and administration costs. The royalty is uncapped and is for the life of the project. Reconciliation of carrying value Opening balance Share placement Share based payments Fair value adjustment Loss for the period Closing net assets Groups share in % Groups share in $ 8. Trade and other payables Creditors Accruals Other payables 9. (a) Share capital Issued and paid up capital 31 December 2022 $ 27,759,143 12,327,694 443,869 31 December 2021 $ 19,159,873 - - - (12,835,208) 27,695,498 25% 6,714,916 13,114,500 (4,515,230) 27,759,143 31% 8,605,334 31 December 2022 $ 77,077 48,333 82,610 208,020 31 December 2021 $ 80,410 15,000 175,055 270,465 Ordinary fully paid shares 704,319,370 40,974,185 586,932,808 35,765,636 31 December 2022 Shares 31 December 2022 $ 31 December 2021 Shares 31 December 2021 $ 33 Marvel Gold Limited 31 December 2022 Notes to the financial statements 9. (b) Share capital (continued) Movement in ordinary shares Opening balance Issue of equities Shares issued as consideration for project acquisition1 Employee exercise of options Issue of shares Less: Transaction costs arising on share issues Movement for the period 31 December 2022 Shares 31 December 2022 $ 31 December 2021 Shares 31 December 2021 $ 586,932,808 35,765,636 508,644,058 31,134,472 - - 117,386,562 - 117,386,562 - - 5,282,395 (73,846) 5,208,549 8,000,000 288,750 70,000,000 - 78,288,750 416,000 16,459 4,200,000 (1,295) 4,631,164 Closing balance 704,319,370 40,974,185 586,932,808 35,765,636 1 During the period ending 31 December 2021 the Company made two share issues to Oklo Resources Limited (Oklo) under a shareholders’ agreement between Oklo and the Company. (c) Ordinary Shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of, and amounts paid on, shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote. Upon a poll, each fully paid share has one vote. 10. Reserves The following table shows a breakdown of the statement of financial position line item ‘reserves’ and the movements in these reserves during the period. A description of the nature and purpose of each reserve is provided below. At 30 June 2021 Translation of foreign subsidiaries Other comprehensive income Transactions with owners in their capacity as owners Shares issued as consideration for project acquisition Employee share based payments expense Employee options lapsed Employee options exercised At 31 December 2021 Other comprehensive income Transactions with owners in their capacity as owners Employee share based payments expense Employee options lapsed At 31 December 2022 (a) Nature and purpose of reserves (i) Foreign currency translation reserve Share based payments $ 2,973,763 - Foreign currency translation $ 87,960 38,460 - 38,460 Total reserves $ 3,061,723 38,460 38,460 (416,000) 600,683 (688,475) (16,459) 2,453,512 - 505,448 (913,046) 2,045,914 - - - - 126,420 (323,560) - - (197,140) (416,000) 600,683 (688,475) (16,459) 2,579,932 (323,560) 505,448 (913,046) 1,848,774 The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the translation of the Company’s net investment in a foreign subsidiary. (ii) Share based payment reserve The share-based remuneration reserve is used to recognise the fair value of options issued. 34 Notes to the financial statements 11. Retained earnings Opening balance Employee options lapsed and transferred to retained earnings Net (loss) / gain for the period Closing balance 12. Cash flow information Marvel Gold Limited 31 December 2022 31 December 2022 $ (23,613,103) 913,046 (8,209,702) (30,909,759) 31 December 2021 $ (34,562,006) 688,475 10,260,430 (23,613,103) (a) Reconciliation of operating loss after income tax to the net cash flows from operating activities Loss for the period Adjustments for: Depreciation Non-cash gain on demerger of subsidiaries Non-cash gain on dilution of investment holdings Non-cash fair value adjustment to loan Non-cash employee options exercised Non-cash employee benefits expense - share based payments Non-cash share capital issued for exploration and evaluation Non-cash costs of interim loan notes capitalised Non-cash share of loss of associate Non-cash impairment Net exchange differences Changes in operating assets and liabilities: Changes in trade and other receivables Changes in trade and other payables Changes in provisions Net cash (outflow) from operating activities 31 December 2022 $ (9,022,667) 31 December 2021 $ 10,260,430 177,521 - (1,738,362) - - 505,448 - - 3,628,781 227,811 (17,153) 219,584 (932,756) (86,753) (7,038,546) 55,722 (16,938,342) - (488,928) (16,498) 600,721 588,459 955,858 1,393,578 - (261,480) 290,376 (1,393,578) (20,690) (4,974,372) (b) Non-cash investing and financing activities There were no non-cash investing or financing activities for the twelve months ended 31 December 2022. 35 Marvel Gold Limited 31 December 2022 Notes to the financial statements 13. Financial risk management The Company and Group’s activities expose it to a variety of financial risks, including market, foreign currency, credit and liquidity risk. For the Group, market risk includes: o o Interest rate risk; and Foreign exchange risk. Financial risk management is carried out by the Group’s Managing Director and Chief Financial Officer, in close co-operation with the Board. The Group obtains independent external advice as required to assist it in understanding and managing its exposures and risks. The Group held the following financial instruments at reporting date: Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets Financial Liabilities Trade and other payables Total Financial Liabilities (a) (i) Market risk Interest rate risk Note 12 months ended 31 December 2022 $ 6 months ended 31 December 2021 $ 4 5 8 1,181,423 192,724 1,374,147 1,954,578 1,360,538 3,315,116 (208,020) (208,020) (270,465) (270,465) The Group and the Company are exposed to interest rate volatility on deposits and loans. Deposits and loans at variable rates expose the Group and the Company to cash flow interest rate risk. Deposits and loans at fixed rates expose the Group to fair value interest rate risk. Effective Average Interest Rate (%) Variable Interest Rate $ Fixed Interest Rate $ Non-Interest Bearing $ Total $ 31 December 2022 (consolidated) Financial Assets Cash and cash equivalents Trade and other receivables Financial Liability Trade and other payables 31 December 2021 (consolidated) Financial Assets Cash and cash equivalents Trade and other receivables Financial Liability Trade and other payables Sensitivity Analysis 1.04% - - 0.09% - - 1,181,423 - 1,181,423 - - 1,767,790 - 1,767,790 - - - - - - - - - - - - - 192,724 192,724 1,181,423 192,724 1,374,147 (208,020) (208,020) (208,020) (208,020) 186,788 1,360,538 1,547,326 1,954,578 1,360,538 3,315,116 (270,465) (270,465) (270,465) (270,465) The Group’s financial assets have no material exposure to interest rate risk. 13. Financial risk management (continued) 36 Marvel Gold Limited 31 December 2022 Notes to the financial statements (ii) Foreign exchange risk The Group is exposed to fluctuations in foreign currencies arising from costs incurred in currencies other than the functional currency of the Company and Group entities. The Group operates internationally and is primarily exposed to foreign exchange risk arising from currency exposures to the United States dollar and the CFA franc. The Group has a Treasury Policy that stipulates foreign currency risk management measures. It provides that the Company shall hold one month’s forward looking foreign currency cash requirement. Management should not exercise discretion in the timing of purchases such that it is seen to be speculating on foreign currency movements. Should the exchange rate be favourable to the budgeted exchange rate, the Company can hold up to three months of forecast foreign cash requirements. The Group monitors foreign currency expenditure in light of exchange rate movements. The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars was as follows. Foreign currency balances Cash at bank Trade receivables Trade payables Sensitivity analysis 31 December 2022 (Consolidated) USD (10% movement) XOF (10% movement) 31 December 2021 (Consolidated) USD (10% movement) XOF (10% movement) (b) Liquidity risk 31 December 2022 31 December 2021 US Dollar - - 42,529 CFA Franc 161,465 - 12,641 USD - - - CFA Franc 148,785 - 43 10% Strengthening to the AUD 10% Weakening to the AUD Equity $ Net Profit / (Loss) $ Equity $ Net Profit / (Loss) $ - - - - 3,866 14,679 - 13,526 - - - (4,725) (17,941) - (16,532) The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet the Group’s financial commitments in a timely and cost-effective manner. The Group’s treasury function continually reviews the Group’s liquidity position, including cash flow forecasts, to determine the forecast liquidity position and maintain appropriate liquidity levels. Contractual maturities of financial liabilities 31 December 2022 (Consolidated) Trade and other payables 31 December 2021 (Consolidated) Trade and other payables Less than 1 year $ Between 1 and 2 years $ Total contractual cash flows $ Carrying amount $ - - - - 208,020 208,020 270,465 270,465 208,020 208,020 270,465 270,465 208,020 208,020 270,465 270,465 37 Marvel Gold Limited 31 December 2022 Notes to the financial statements 13. Financial risk management (continued) (c) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. (i) Cash at bank The Group manages its credit risk on financial instruments, including cash, by only dealing with banks licensed to operate in Australia and a credit rating of AA or higher. (ii) Trade and other receivables The group operates in the mining exploration sector and does not have trade receivables from customers. It does however have credit risk arising from other receivables. (iii) Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets (d) Fair value measurements Note 4 5 31 December 2022 $ 1,181,423 192,724 31 December 2021 $ 1,954,578 1,360,538 1,374,147 3,315,116 The fair value of financial assets and financial liabilities must be estimated for recognition and measurement, or for disclosure purposes. AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); (b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) (level 2); and (c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The carrying amounts and estimated fair values of all the Group’s financial instruments recognised in the financial statements are materially the same. 38 Marvel Gold Limited 31 December 2022 Notes to the financial statements 14. Capital management (a) Risk management The Group’s policy is to maintain a strong capital base so as to ensure investor, creditor and market confidence and to sustain future development of the business. The Company has welcomed equity investment from major stakeholders so that goals are aligned and there is a vested interest in the Group’s success. Current stakeholders that are also shareholders include major suppliers for exploration, project management and feasibility studies advisors, corporate advisors, Directors, executives and employees. The Company monitors its total shares on issue, market capitalisation and enterprise value on a regular basis so as to maintain a critical balance between having its strategy fully funded and minimising existing shareholder dilution. Net debt Share capital Net debt to equity ratio (b) Dividends 31 December 2022 $ - 40,974,185 31 December 2021 $ - 35,765,636 0% 0% Up until the date of this report, no dividend has been declared or paid by the Company. 15. Interests in other entities (a) Subsidiaries The Group’s principal subsidiaries as at 31 December 2022 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business. Class of shares Equity Holding Equity Holding 31 December 2021 % 100 80 80 80 80 100 100 - - - 31 December 2022 % 100 80 80 80 80 100 100 70 70 70 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Name Marvel Gold Australia Pty Ltd Oklo South Mali Limited Kolon Mining SARL Sola Mining SARL Yanfo SARL South East Mali Gold Marvel Gold Exploration SARL Legend Mali UK I Limited Legend Gold Mali SARL South Mali Gold SARL Country of incorporation Australia United Kingdom Mali Mali Mali Mali Mali United Kingdom Mali Mali 39 Marvel Gold Limited 31 December 2022 Notes to the financial statements 15. Interests in other entities (continued) (b) (i) Summary of Non-controlling interests Oklo Resources Limited The company recognises a non-controlling interest on its balance sheet for the 20% shareholding held by Oklo Resources Limited in Oklo South Mali Limited. Oklo South Mail Limited owns 100% of the share capital of Kolon Mining SARL, Sola Mining SARL and Yanfo SARL. Summary statement of financial position for the consolidated entities Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Summary statement of profit and loss and other comprehensive income Income Expenses Loss after income tax Other comprehensive income Total comprehensive loss Commitments There were no material commitments. (ii) Legend Mali UK I Limited 31 December 2022 $ 3,328 1,437,817 1,441,146 31 December 2021 $ 30,279 1,589,166 1,619,445 (1,505,549) (1,505,549) (5,960) (5,960) (64,404) 1,613,485 - (1,621,139) (1,621,139) (139,050) (1,760,189) - (103,199) (103,199) - (103,199) The company recognises a non-controlling interest on its balance sheet for the 30% shareholding in Legend Mali UK I Limited held by Legend Gold Limited, a Company controlled by Altus. Legend Gold UK I Limited owns 100% of the share capital of South Mali Gold SARL and Legend Gold Mali SARL. Summary statement of financial position for the consolidated entities Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Summary statement of profit and loss and other comprehensive income Income Expenses Loss after income tax Other comprehensive income Total comprehensive loss Commitments There were no material commitments. 40 31 December 2022 $ 52,673 3,304,228 3,356,901 (3,552,304) (3,552,304) (195,403) - (1,629,122) (1,629,122) (196,598) (1,825,720) Marvel Gold Limited 31 December 2022 Notes to the financial statements 16. Contingent liabilities (a) Deferred share consideration The Group had the following contingent liabilities as at 31 December 2022. As part of the Company’s joint venture with Oklo, the Company has three deferred consideration milestones which are: The Company will issue 12,000,000 shares on the successful renewal of all joint venture tenements that are yet to be renewed. Eight million shares have been issued to Oklo as at 31 December 2022, with the issue of a further 12,000,000 shares contingent on further tenement renewals. The Company will issue 10,000,000 shares within 5 business days of Marvel announcing: o o a JORC 2012 Mineral Resource at the Yanfolila or Kolondieba projects of any resource category of not less than 500,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South licences (now part of the Tabakorole project) of any resource category of not less than 350,000 oz of gold or gold equivalent at a minimum grade of 1 g/t. The Company will issue a further 10,000,000 Marvel shares to Oklo within 5 business days of Marvel announcing: o o a JORC 2012 Mineral Resource at the Yanfolila and Kolondieba projects of any resource category of not less than 1,000,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South (now part of Tabakorole) licences of any resource category of not less than 700,000 oz of gold or gold equivalent estimated at a minimum grade of 1 g/t. (b) Royalty On 17 June 2020, the Company entered into a royalty agrFeement with its joint venture partner Altus over the tenements Tabakorole in Mali (Royalty Agreement). The Royalty Agreement requires that where either project is bought into production, a 2.5% royalty is payable to Altus on gross revenue less allowable deductions. Allowable deductions include the costs of smelting, refining, freight, sale, marketing and taxation costs. The royalty is therefore contingent on future production at Tabakorole. 17. Commitments (a) Exploration commitments The Company is required to meet certain minimum expenditure commitments on the mineral exploration assets in which it has an interest. The minimum expenditure commitment is set out in the Prospecting Licences held by the Group. Outstanding exploration commitments are as follows: - not later than one year - beyond one year (b) Prospecting and mining licence rentals - not later than one year - beyond one year 31 December 2022 $ 1,370,397 1,742,316 31 December 2021 $ 508,842 2,905,527 3,112,713 3,414,369 31 December 2022 $ 59,936 - 31 December 2021 $ 216,291 - 59,936 216,291 The Company pays an annual lease amount for the tenements it holds. The leases can be relinquished on or before the anniversary date, therefore there are no contractual commitments beyond one year. The Company has no current plans to drop any existing tenements. 41 Marvel Gold Limited 31 December 2022 Notes to the financial statements 18. Events occurring after reporting date There are no matters or circumstances have arisen since the end of the year that significantly affect or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 19. Related party transactions (a) Parent entity Marvel is the ultimate Australian parent entity of the Group. Marvel is a company limited by shares that is incorporated and domiciled in Australia. (b) Subsidiaries Interests in subsidiaries are set out in note 15. (c) Group transactions Controlled entities made payments and received funds on behalf of the Company and other controlled entities by way of inter-company loan accounts with each controlled entity. These loans are unsecured, bear no interest and are repayable on demand, however demand for repayment is not expected in the next twelve months. (d) Key management personnel compensation Short-term employee benefits Post-employment benefits Annual and long service leave Share-based payments Cash bonuses Shared Services Recovery1 12 months to 31 December 2022 $ 589,107 11,664 58,704 420,505 - - 6 months to 31 December 2021 $ 404,194 26,826 42,950 512,723 137,500 (136,600) 1,079,980 987,593 1 During the prior period, the Group was a party to a Shared Services Agreement with Evolution, Matador Mining Limited, Lotus Resources Limited, Wia Gold Limited, Cradle Resources Limited and Frontier Energy Limited under which the Company shared certain costs. This agreement was terminated on the 16 January 2021. Detailed remuneration disclosures are provided in the Remuneration Report. (e) Other KMP transactions Mr. Hoskins is Managing Director of Evolution an ASX listed Company that has a Shared Services Agreement with the Company. Under this arrangement Evolution provides accounting and administration services whilst the Company recharges Evolution for incidental office costs. Payments and receipts under this arrangement for the period are set out below. Mr. Pardey and Mr. van Wijk are Non-Executive Chairman and Non-Executive Director respectively of Wia Gold Limited an ASX listed Company that has a Shared Services Agreement with the Company. Under this arrangement the Company recharges Wia Gold for incidental office costs. Payments received under this arrangement for the period are set out below. Mr. Knee was a Director of Frontier Energy Limited, formerly Superior Lake Resources Limited (Frontier) an ASX listed Company that had a Shared Services Agreement with the Company. Under this arrangement the Company provided company secretarial, accounting and administration services. Payments made under this arrangements for the prior period are set out below. Mr. Knee resigned as a Director of Frontier on 1 December 2021 and the Shared Services Agreement was terminated in January 2022. 42 Notes to the financial statements 19. Related party transactions (continued) Related party transactions Receipts from Evolution (ex-GST) Receipts from Wia (ex-GST) Receipts from Frontier (ex-GST) Amounts outstanding from Evolution at period end Amounts outstanding from Wia at period end Amounts outstanding from Frontier at period end Payments to Evolution (ex-GST) Amounts outstanding to Evolution at period end Marvel Gold Limited 31 December 2022 12 months to 31 December 2022 $ 6 months to 31 December 2021 $ 6,539 2,270 - 969 230 - (57,334) (5,872) 26,411 23,699 24,609 733 733 733 - - During the twelve months ended 31 December 2022 the Company issued no options to Directors and KMP. 20. Share-based payments (a) Employee option plan Information on the Company’s Option Plan (Plan) was set out in the Company’s Replacement Prospectus lodged on 14 November 2019. Given the disclosure of the Plan in the Replacement Prospectus, the issue of shares under the Plan rules does not count towards the Company’s share issuance capacity under ASX listing Rules 7.1 and 7.1A. The Plan is designed to: a) assist and reward the retention and motivation of employees; b) link employee reward to shareholder value creation; and c) align the interests of employees with shareholders by providing an opportunity for employees to receive an equity interest in the Company in the form of Options. Under the Plan, participants are granted options which vest when issued. Participation in the Plan is at the Board’s discretion and no individual has a contractual right to participate in the Plan or to receive any guaranteed benefits. The Employee may exercise the option at any time after issue. To exercise an option, an employee must deliver a signed notice of exercise and, subject to a cashless exercise of options, pay the option exercise price prior to the expiry date. An option may specify that at the time of exercise, the employee may elect not to be required to provide payment of the option exercise price. Alternatively, the Company will transfer or issue to the employee that number of shares equal in value to the positive difference between the market value of the shares at the time of exercise and the option exercise price that would otherwise be payable to exercise those options. The Board has determined that STI awards and LTI awards will be equity settled to ensure alignment with shareholders’ interests and to preserve cash. Options are granted under the Plan for no cash consideration and carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share subject to the payment of any applicable exercise price. Opening balance Granted during the period 1 Exercised during the period Forfeited or lapsed during the period As at 31 December 31 December 2022 31 December 2021 Weighted average exercise price $0.045 Nil Nil Nil $0.048 Number of options 59,587,694 Nil Nil (4,602,963) 54,984,731 Weighted average exercise price $0.058 $0.026 Nil Nil $0.045 Number of options 36,100,000 23,487,694 Nil Nil 59,587,694 1 Of the options issued in the prior year 7,393,847 options were STI’s and 6,593,847 were LTI’s. 43 Notes to the financial statements 20. Share-based payments (continued) Options outstanding at the end of the period have the following expiry date and exercise prices: Grant date Expiry date Exercise price Options 20-Jul-20 20-Jul-20 20-Jul-20 27-Aug-21 27-Aug-21 27-Aug-21 25-Nov-21 25-Nov-21 25-Nov-21 Total 1 STI’s 2 LTI’s 29-Jul-24 29-Jul-24 29-Jul-24 27-Aug-24 27-Aug-24 27-Aug-26 25-Nov-24 25-Nov-26 25-Nov-24 $0.035 $0.060 $0.100 $0.060 Nil Nil Nil Nil 0.065 18,050,000 9,025,000 9,025,000 3,250,000 1,628,3841 2,247,6932 1,412,5001 4,346,1542 6,000,000 54,984,731 Marvel Gold Limited 31 December 2022 Vested and exercisable 18,050,000 9,025,000 9,025,000 3,250,000 1,628,384 - 1,412,500 - 6,000,000 48,390,884 Weighted average remaining contractual life of options outstanding at period end is 2.05 years (2021: 3.08 years). Fair value of options granted The fair value of services received in return for the share options granted is measured by reference to the fair value of options granted. The estimate of the fair value of the services is measured based on a Black-Scholes option valuation methodology for all options with an exercise price. The zero-exercise price options in the form of STIs and LTIs both have KPIs relating to total shareholder return. Where this market-based condition exists, a hybrid share options pricing model has been used to value the options. The assumptions used for the options valuation are as follows: ESS options ESS options STI’s ESS options LTI’s Director options STI’s Director options LTI’s Director options $0.057 $0.057 $0.057 $0.069 $0.069 $0.069 31-Dec-21 Black-Scholes options pricing model No 31-Dec-21 Hybrid share options pricing model Yes 31-Dec-21 Hybrid share options pricing model Yes 31-Dec-21 Hybrid share options pricing model Yes 31-Dec-21 Hybrid share options pricing model Yes 31-Dec-21 Black-Scholes options pricing model No $0.06 27/08/21 27/08/21 27/08/24 0.8% 136% 3.00 3,500,000 $0.043 - Nil 27/08/21 01/07/22 27/08/24 0.8% 136% 3.00 3,047,693 $0.047 $104,723 Nil 27/08/21 01/07/24 27/08/26 0.8% 136% 5.00 2,247,693 $0.065 $51,780 Nil 25/11/21 01/07/22 25/11/24 0.8% 136% 3.00 4,346,154 $0.047 $216,897 Nil 25/11/21 01/07/24 25/11/26 0.8% 136% 5.00 4,346,154 $0.065 $132,047 $0.065 25/11/21 25/11/21 25/11/24 0.8% 136% 3.00 6,000,000 $0.051 - Underlying value of the security Period issued Valuation method Market based conditions Exercise price Valuation date Vesting date Expiry date Risk free rate Volatility Life of Options in years Number of Options Valuation per Option Amount expensed during the year 44 Marvel Gold Limited 31 December 2022 Notes to the financial statements 20. Share-based payments (continued) (b) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions during the period were as follows: Options issued under the Plan 12 months ended 31 December 2022 $ 505,448 505,448 6 months ended 31 December 2021 $ 600,721 600,721 At the end of each reporting period, the Company applies a probability to options with non-market based vesting criteria to reflect the likely number of options that will vest at the end of the vesting period taking into consideration all the vesting criteria. (c) Other share-based payments The Group had the following contingent liabilities as at 30 June 2021. As part of the Company’s joint venture with Oklo, the Company has three deferred consideration milestones which are: The Company will issue 12,000,000 shares on the successful renewal of all joint venture tenements that are yet to be renewed. Eight million shares have been issued to Oklo as at 31 December 2021 with 12,000,000 contingent on further renewals. The Company will issue 10,000,000 shares within 5 business days of Marvel announcing: o o a JORC 2012 Mineral Resource at the Yanfolila or Kolondieba projects of any resource category of not less than 500,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South licences (now part of the Tabakorole project) of any resource category of not less than 350,000 oz of gold or gold equivalent at a minimum grade of 1 g/t. The Company will issue a further 10,000,000 shares within 5 business days of Marvel announcing: o o a JORC 2012 Mineral Resource at the Yanfolila and Kolondieba projects of any resource category of not less than 1,000,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South (now part of the Tabakorole project) licences of any resource category of not less than 700,000 oz of gold or gold equivalent estimated at a minimum grade of 1 g/t. 21. Remuneration of auditors During the period, the following fees were paid and payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: (a) BDO Audit (WA) Pty Ltd (i) Audit and assurance services Audit and review of financial statements Other assurance services Total audit and assurance remuneration 12 months ended 31 December 2022 $ 6 months ended 31 December 2021 $ 55,128 - 55,128 33,000 - 33,000 45 Marvel Gold Limited 31 December 2022 Notes to the financial statements 22. Earnings per share (a) Basic earnings / (loss) per share From continuing operations attributable to ordinary equity holders 12 months to 31 December 2022 $ (0.01) 6 months to 31 December 2021 $ 0.02 The weighted average number of shares used to calculate both the basic and diluted earnings per share is 704,319,370(31 December 2021: 537,136,887). (b) Fully diluted earnings / (loss) per share From continuing operations attributable to ordinary equity holders (c) Information concerning the classification of securities 12 months to 31 December 2022 $ (0.01) 6 months to 31 December 2021 $ 0.02 Options granted to employees under the Plan and those issued to contractors are considered to be potential ordinary shares. They have been included in the determination of diluted earnings per share with the assumption all such options will vest, and to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 20. 23. Parent entity financial information The individual financial statements for the parent entity show the following aggregate amounts: (a) Summary of financial information 12 months to 31 December 2022 $ 6 months to 31 December 2021 $ 1,150,792 13,486,843 14,637,635 (216,248) (216,248) 40,974,186 - 2,045,914 (28,598,713) 14,421,387 (5,712,007) (5,712,007) 3,290,893 10,827,224 14,118,117 (416,024) (416,024) 35,765,636 322,697 1,413,512 (23,799,752) 13,702,093 16,911,403 16,911,403 Statement of financial position Current assets Non current assets Total assets Current liabilities Total liabilities Shareholders’ equity Issued capital Non-controlling interest Reserves Retained earnings Total shareholders’ equity (Loss) / profit for the period Total comprehensive (loss) / profit (b) Guarantees Marvel, as the parent company, has provided no guarantees during the period. (c) Commitments The Company has no leases or commitments. (d) Contingencies All contingencies outlined in note 16 are the contingent liabilities of the Company. 46 Marvel Gold Limited 31 December 2022 Notes to the financial statements 24. Summary of significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. The financial statements are for the Group consisting of Marvel and its subsidiaries disclosed in note 15. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). (i) Historical cost convention The financial statements have been prepared under the historical cost convention. (ii) Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 25. (iii) New or amended Accounting Standards and Interpretations adopted The accounting standards and interpretations relevant to the operations of the Group are consistent with those of the previous financial year. There are some amendments and interpretations effective for the first time from 1 July 2020, though they did not have any impact on the current period or any prior period and is not likely to affect future periods. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following is a summary of the material accounting policies adopted by the consolidated Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (iv) Going concern These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. As disclosed in the financial statements, the Group generated a loss of $9,022,667 (December 2021: $10,260,430 profit) and had net cash outflows from operating activities of $7,038,546 (December 2021: $4,974,372) for the period ended 31 December 2022. As at that date, the Group had net current assets of $1,102,553 (December 2021: $2,894,324). The ability of the Group to continue as a going concern is principally dependent upon the ability of the Group to secure funds by raising capital from equity markets and managing cash flows in line with available funds. These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report. The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons: • • The Group has the ability to issue additional equity securities under the Corporations Act 2001 to raise further working capital; and The Group has the ability to curtail administrative, discretionary exploration and overhead cash outflows as and when required. The ability of the Group to continue as a going concern and to fund its operational activities is dependent on the above assumptions. Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern. 47 Marvel Gold Limited 31 December 2022 Notes to the financial statements (b) Principles of consolidation and equity accounting (i) Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group. Investments in subsidiaries are accounted for at cost in the parent entity information disclosures of Marvel. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (c) (i) Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and costs directly attributable to bringing the asset to a working condition for their intended use. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. (ii) Subsequent costs Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred. (iii) Depreciation Depreciation of plant and equipment is calculated on a straight-line basis so as to write off the net costs of each asset over the expected useful life. The rates vary between 2% and 50% per annum. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. (d) Impairment At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs of disposal and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the consolidated statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. (e) Exploration and evaluation costs Costs arising from the acquisition of exploration and evaluation activities are carried forward where these activities have not, at reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. Ongoing exploration activities are expensed as incurred. The Directors believe that this policy results in the carrying value of exploration expenditure more appropriately reflecting the definition of an asset, being future benefits controlled by the Group. All costs carried forward are in respect of areas of interest in the exploration and evaluation phases and accordingly, production has not commenced. Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount, in particular when exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area. 48 Marvel Gold Limited 31 December 2022 Notes to the financial statements Where tenements or part of an area of interest are disposed of, the proceeds of this partial disposal will reduce the value of the asset by the fair value of those proceeds. This recognises that part of the future economic benefit of the asset has effectively been disposed. (f) Income tax Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. (i) Current tax Current tax is the expected tax payable of the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. (ii) Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (iii) Tax exposures In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. The Company and its wholly owned Australian tax resident entities (Graphex UK No. 1 Limited) are part of a tax consolidated group. (g) Other taxes Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) or value added tax (VAT), unless the GST / VAT incurred is not recoverable from taxation authorities. In this case it is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated inclusive of the amount of GST / VAT receivable or payable. The net amount of GST / VAT recoverable from, or payable to, taxation authorities is included with other receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows inclusive of GST / VAT. The GST / VAT components of cash flows arising from investing and financing activities which are recoverable from, or payable to, taxation authorities are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST / VAT recoverable from, or payable to taxation authorities. The net of GST / VAT payable and receivable is remitted to the appropriate tax body in accordance with legislative requirements. (h) Foreign currency translation (i) Functional and presentation currency The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency. 49 Marvel Gold Limited 31 December 2022 Notes to the financial statements (ii) Foreign currency transactions Transactions in foreign currencies are translated to the respective financial currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities that are measured in a foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss, However, foreign currency differences arising on the retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges are recognised in other comprehensive income. (iii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportion of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of, such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. (i) Accounts payable Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost when the Group becomes obliged to make payments resulting from the purchase of goods and services. The amounts are non-interest-bearing, unsecured and are usually paid within 30 days of recognition. (j) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. (k) Employee benefits (i) Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in the provision for employee benefits in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid, inclusive of on costs, when the liabilities are settled. The expense for non-accumulating sick leave is recognised when the leave is taken and measured at the rates paid or payable. (ii) Long-term employee benefits The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share-based payment transactions The fair value of options previously granted under the Plan is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the Directors, employees or contractors become unconditionally entitled to the options. 50 Marvel Gold Limited 31 December 2022 Notes to the financial statements The fair value of the options at grant date is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value of the options granted is adjusted to reflect market vesting conditions but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of options that are expected to become exercisable. The expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the consolidated statement of comprehensive income with a corresponding adjustment to equity. The fair value of these equity instruments does not necessarily relate to the actual value that may be received in future by the recipients. The Company accounts for share based payments issued to non-employees in accordance with the share based payments standard. (l) Revenue recognition Interest revenue is recognised as it accrues in profit or loss, using the effective interest method. (m) Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Collectability of trade receivables is reviewed on an ongoing basis. The Company uses an 'expected credit loss' (ECL) model to recognise an allowance if not collectable. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. (n) Earnings per share (EPS) (i) Basic earnings per share Basic EPS is calculated as the profit / (loss) attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares outstanding during the financial period, adjusted for any bonus elements in ordinary shares issued during the period. (ii) Diluted earnings per share Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (o) Cash and cash equivalents For Consolidated Statement of Cash Flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Consolidated Statement of financial position. (p) Financial instruments (i) Non-derivative financial assets The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. 51 Marvel Gold Limited 31 December 2022 Notes to the financial statements The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and in the case of assets classified as held-to-maturity investments, re-evaluates this designation at each reporting date. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents and trade and other receivables (see notes 4 and 5). When an investment is derecognised, the cumulative gain or loss in equity is transferred to the consolidated statement of comprehensive income. Fair value is determined by reference to the quoted price at the reporting date. Cash and cash equivalents Cash and cash equivalents comprise cash balances and at call deposits with original maturities of three months or less. (ii) Non-derivative financial liabilities All financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or have expired. The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method. Other financial liabilities comprise loans from related parties and trade and other payables. (q) Share capital (i) Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. (r) Segment reporting Segment results that are reported to the Group’s Managing Director (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities. (s) Parent entity information The financial information for the parent entity, Marvel Gold Limited, disclosed in note 23 has been prepared on the same basis as the consolidated financial statements. (t) Rounding The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument. (u) Comparatives and restatements of prior year balances Comparatives have been reclassified where appropriate to enhance comparability. 52 Marvel Gold Limited 31 December 2022 Notes to the financial statements (v) Associates Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see note 24(w) below), after initially being recognised at cost. (w) Equity method Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. The carrying amount of equity-accounted investments is tested for impairment in accordance with the Group’s policy described in line with note 24(d). 25. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Asset acquisition The Group has determined that the acquisition of Legend Mali UK I Limited and its wholly owned Malian subsidiary Legend Gold Mali SARL is deemed to be an asset acquisition not a business combination. In assessing the requirements of AASB 3 Business Combinations, the Group has determined that the assets acquired do not constitute a business. The assets acquired consists of mineral exploration tenements. When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in the purchase transaction and no deferred tax will arise in relation to the acquired asset as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition. Refer to note 6(b) for further details of the asset acquisition. Control of Legend Mali As part of the transaction, the Group was issued 70% of the share capital of Legend Mali UK I Limited. The Directors have concluded that the Group controls Legend Mali UK I Limited. Exploration and evaluation Exploration and evaluation acquisition costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering the recoverability of the value of the asset. The Company assesses whether any impairment indicators may exist over the area of interest to assess recoverability each year. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. 53 Marvel Gold Limited 31 December 2022 Directors declaration 54 In the opinion of the Directors: (a) the consolidated financial statements and notes set out on pages 24 to 53 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its performance for the financial year ended on that date, and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Stephen Dennis Chairman PERTH On this 31st day of March 2023 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Marvel Gold Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Marvel Gold Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Material uncertainty related to going concern We draw attention to Note 24(iv) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Equity accounting for investment in associate Key audit matter – Investment in Associate How the matter was addressed in our audit The Group’s carrying value of its investment in Evolution Energy Minerals Limited represents a significant asset to the Group, as disclosed in Note 8. The Australian Accounting Standards require the Group to account for the investment as an Investment in Associate and assess whether there are any indicators of impairment in accordance with AASB 128 Investments in Associates and Joint Ventures (“AASB 128”). As the carrying value of the investment in Associate represents a significant asset of the Group, this was considered to be a key audit matter. Our work included but was not limited to the following procedures: • • • Assessing the accounting methodology used by the Group for the investment against the requirements of AASB 128; Reviewing the loss of the associate recognised in the Group’s profit or loss for compliance with AASB 128; Reviewing the gain on dilution of the investment in the Group’s profit or loss for compliance with AASB 128; • Considering management’s assessment of the existence of impairment indicators of the investment; and • Assessing the adequacy of the related disclosures in Note 8 to the financial statements. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 31 December 2022, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 12 to 20 of the directors’ report for the year ended 31 December 2022. In our opinion, the Remuneration Report of Marvel Gold Limited, for the year ended 31 December 2022, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit (WA) Pty Ltd Dean Just Director Perth 31 March 2023 ASX Additional Information Marvel Gold Limited 31 December 2022 Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 23 March 2023. (a) DISTRIBUTION OF EQUITY SECURITIES Ordinary Shares 1 5,001 10,001 100,001 - - - 5,000 10,000 100,000 and over Number of holders holding less than a marketable parcel of shares Unlisted Options 1 10,001 100,001 - - 10,000 100,000 and over Number of holders 223 1131 681 414 1,449 675 Number of shares 179,631 1,101,689 26,120,382 677,692,668 705,094,370 7,021,124 Number of holders - - 12 12 Number of Unlisted Options - - 54,209,731 54,209,731 (b) TWENTY LARGEST SHAREHOLDERS The names of the twenty largest holders of quoted shares as at 23 March 2023 are: Rank Name Number of shares 1. CAPITAL DI LIMITED 2. DEUTSCHE BALATON AKTIENGESELLSCHAFT 3. CITICORP NOMINEES PTY LIMITED 4. DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT 5. BPM INVESTMENTS LIMITED 6. MR JAMIE PHILLIP BOYTON 7. 2INVEST AG 8. SUPER SECRET PTY LIMITED 9. EQUITY TRUSTEES LIMITED 10. LESTRADE PTY LTD 11. MONTANA REALTY PTY LTD 12. CLARKSON'S BOATHOUSE PTY LTD 13. BNP PARIBAS NOMS PTY LTD 14. MR PHILIP HOSKINS 15. MR ANDREW CLAYTON 16. BNP PARIBAS NOMINEES PTY LTD 16. ZERRIN INVESTMENTS PTY LTD 18. CHELSEA INVESTMENTS (WA) PTY LTD 19. MR BRIAN MCCUBBING ALEXANDER HOLDINGS (WA) PTY LTD 20. Total Top 20 holders of ORDINARY FULLY PAID SHARES Total Remaining Holders Balance 59 95,000,000 50,000,000 34,518,954 30,815,385 30,000,000 22,167,302 16,031,720 13,000,000 12,720,000 10,532,000 10,000,000 9,932,196 9,709,881 9,463,593 9,400,000 9,198,226 9,000,000 6,750,000 6,668,208 6,000,000 400,907,465 304,186,905 % of shares 13.47 7.09 4.90 4.37 4.25 3.14 2.27 1.84 1.80 1.49 1.42 1.41 1.38 1.34 1.33 1.30 1.28 0.96 0.95 0.85 56.86 43.14 ASX Additional Information (c) TWENTY LARGEST HOLDERS OF UNLISTED OPTIONS Rank Name 1. 2. 3. 4. 5. 6. 6. 8. 9. 10. 11. 12. MR PHILIP HOSKINS MR CHRISTOPHER PHILIP VAN WIJK MR ANDREW PARDEY MR RICHARD HENRY TOMLINSON MR STEPHEN BRUCE DENNIS + MRS ALISON JILL DENNIS MR CHRISTOPHER BRUCE KNEE MRS RUTH MARY MCKENZIE + MR STUART ANDREW MCKENZIE MR ILIAS KEITA MR SIDI HAIDARA MR CHRISTOPHER BRUCE KNEE MR STUART MCKENZIE + MRS RUTH MCKENZIE MS JESSICA JANETH CABALLERO GONGORA (d) SUBSTANTIAL SHAREHOLDERS Capital DI Limited: 13.47% Deutsche Baloton Aktiengesellschaft: 7.09% (e) VOTING RIGHTS Marvel Gold Limited 31 December 2022 Number of unlisted options 13,562,500 10,596,154 7,500,000 5,696,153 5,300,000 3,150,000 3,150,000 2,450,000 1,200,000 739,962 739,962 125,000 % of unlisted options 25.02 19.55 13.84 10.51 9.78 5.81 5.81 4.52 2.21 1.36 1.36 0.23 Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Options have no voting tights until such time as they are exercised and shares have been issued. (f) UNQUOTED SECURITIES >20% HOLDERS Class Options exercisable @ $0.035, expiring 29/07/24 Options exercisable @ $0.06, expiring 29/07/24 Options exercisable @ $0.10, expiring 29/07/24 Options exercisable at $0.06, expiring 27/08/2024 Options exercisable at $0.00, expiring 27/08/2024 Options exercisable at $0.00, expiring 27/08/2026 Options exercisable at $0.065, expiring 25/11/2024 Options exercisable at $0.00, expiring 25/11/2024 Options exercisable at $0.00, expiring 25/11/2026 Holder Phil Hoskins Chris van Wijk Phil Hoskins Chris van Wijk Phil Hoskins Chris van Wijk Richard Tomlinson Sidi Haidara Richard Tomlinson Richard Tomlinson Christopher Knee Stuart McKenzie Stephen Dennis Andrew Pardey Phil Hoskins Phil Hoskins Chris van Wijk Number 5,125,000 4,375,000 2,562,500 2,187,500 2,562,500 2,187,500 2,000,000 1,000,000 1,130,769 1,130,769 558,462 558,462 3,000,000 3,000,000 812,500 2,500,000 1,846,154 60 Marvel Gold Limited 31 December 2022 ASX Additional Information (g) UNQUOTED SECURITIES Class Unlisted options, exercisable at $0.00, expiring 27/08/2024 Unlisted options, exercisable at $0.00, expiring 27/08/2026 Unlisted options, exercisable at $0.06, expiring 27/08/2024 Unlisted options, exercisable at $0.035, expiring 29/07/2024 Unlisted options, exercisable at $0.060, expiring 29/07/2024 Unlisted options, exercisable at $0.100, expiring 29/07/2024 Unlisted options, exercisable at $0.065, expiring 25/11/2024 Unlisted options, exercisable at $0.00, expiring 25/11/2024 Unlisted options, exercisable at $0.00, expiring 25/11/2026 Number of Holders 6 3 3 8 8 8 2 1 2 Number of Securities 1,453,384 2,247,692 3,500,000 18,050,000 9,025,000 9,025,000 6,000,000 812,500 4,346,154 (h) TENEMENT SCHEDULE Tenement PR 15/758 - Tabakorole PR 16/387 - Sirakourou PR 19/1057 - Solabougouda PR 17/879 PR 16/803 PR 17/875 PR 16/802 Npanyala Sirakoroble South Sirakourou South Ngolobala Tanhala Naniola Ownership Project Location 70% 80% 80% 80% 80% 80% 80% 70% 70% 100% 100% 100% 100% Tabakorole Tabakorole Tabakorole Kolondieba Kolondieba North Yanfolila Yanfolila East Tabakorole Tabakorole Tabakorole Tabakorole Tabakorole Tabakorole Mali Mali Mali Mali Mali Mali Mali Mali Mali Mali Mali Mali Mali 61

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